EMPLOYMENT AGREEMENT

Exhibit 10.47

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 7, 2005 (the “Effective Date”), by and among DOLLAR FINANCIAL CORP., a Delaware corporation (“Dollar”), WTP ACQUISITION CORP., a Delaware corporation (“WTP,” and together with Dollar, “Employer”) and IRA DISTENFIELD, who resides at 940 Via Tranquila, Santa Barbara, California 93110 (“Executive”).

W I T N E S S E T H:

     WHEREAS, WTP, an indirect wholly owned subsidiary of Dollar, Executive, and certain other signatories are parties to a certain Asset Purchase Agreement, dated as of March ___, 2005 (the “Purchase Agreement”);

     WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, Employer desires to employ Executive, and Executive desires to accept employment by Employer upon the terms and conditions hereinafter set forth; and

     NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, and intending to be legally bound hereby, the parties hereby agree as follows:

     1. Employment.

          (a) Employer agrees to employ Executive, and Executive agrees to be so employed, in the capacity of Chief Executive Officer of WTP and Senior Vice President of Dollar, for the Term (as defined herein), unless earlier terminated pursuant to Section 2, in accordance with the provisions of this Agreement.

          (b) During the Term, Dollar shall: (i) cause the sole stockholder of WTP to elect Executive to the board of directors of WTP (the “Board”) and (ii) cause Dollar’s representatives on the Board to vote for Executive as Chairman of the Board.

          (c) Executive’s employment hereunder shall be principally based in the Santa Barbara, California area or within reasonable commuting distance of Santa Barbara, California; provided, that such base shall not limit or impair the obligations of Executive to visit regularly Employer’s other facilities and to travel at such times and to such locations as Executive’s duties and responsibilities shall reasonably require. Executive shall be entitled to at least business class travel with respect to travel by Executive in connection with Executive’s employment hereunder.

     2. Term and Termination.

          (a) The term of Executive’s employment hereunder shall be for a period of five (5) years, commencing on the Effective Date (the “Initial Term”), unless earlier terminated. Thereafter, this Agreement shall automatically renew for successive one (1) year periods, unless earlier terminated (each, a “Renewal Term”), unless not later than 270 days prior

to the expiration of the Initial Term or of the then current Renewal Term either party shall give notice to the other of its or his intention not to renew the Initial Term or such Renewal Term, as applicable. The Initial Term and the Renewal Terms, if any, are collectively referred to in this Agreement as the “Term”.

          (b) Upon Executive’s decision to terminate his employment, Employer shall have no further obligation to Executive, except as otherwise expressly provided herein.

          (c) Notwithstanding any other provisions herein, Executive’s employment under this Agreement may be terminated by Employer without further obligation to Executive, at any time for Cause (defined, for purposes of this Agreement, as (i) Executive’s failure to cure or remedy any material mismanagement or negligence in the management of Employer’s business within fifteen (15) days after written notice by Employer of such mismanagement or negligence; (ii) Executive’s willful refusal, after written notice by Employer, to cure within a period of fifteen (15) days any material breach of this Agreement or failure to perform any material obligation set forth herein; (iii) an act of fraud, theft, dishonesty or deceit committed against Employer, including any intentional material misrepresentation to either the board of directors of Dollar or the Board; (iv) a final non-appealable adjudication in a criminal or civil proceeding (including any settlement or plea of nolo contendere) that Executive has committed a fraud, dishonest act, an act of moral turpitude or any other felony or misdemeanor relating to or adversely affecting Executive’s employment, the business of Employer or the ability of Executive to perform his obligations herein); or (v) a material misrepresentation or breach of any warranty by Executive contained in the Purchase Agreement or in any document, instrument or certificate delivered by Executive to WTP at the Closing (as defined in the Purchase Agreement) with respect thereto).

          (d) In the event Executive is terminated by Employer, without Cause, Executive shall be paid his Base Salary in equal installments in accordance with past payroll practices of Employer for the a period of time equal to the shorter of (i) two (2) years from the date of termination, or (ii) the longer of (x) the remaining duration of the then current Initial Term or Renewal Term, as applicable, or (y) one (1) year from the date of termination. Executive shall not be required to seek alternative employment following the payment to him of any such Base Salary pursuant to this Section 2(d); however, any compensation earned or amounts paid to Executive in any such alternate employment shall serve to mitigate Employer’s severance obligations to Executive hereunder.

          (e) Except as otherwise required by law, (i) in the event of Executive’s termination by Employer for Cause, the benefits payable to Executive pursuant to Section 5 of this Agreement shall cease effective as of the date of termination and (ii) in the event of Executive’s termination by Employer without Cause, Employer shall maintain the health benefits provided to Executive by Employer at the time of termination for the remainder of the Term, unless and until health benefits are provided to Executive by a successor employer (provided, that Executive shall not be required to seek to mitigate by pursuing alternative employment).

          (f) In addition to any other right to terminate his employment otherwise provided in this Agreement, Executive may terminate his employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean any wrongful failure by

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Employer to pay the compensation and benefits provided for in this Agreement or any other material breach by Employer of any provision of this Agreement, after written notice by Executive to cure such failure or breach, and failure by Employer to cure, within a period of fifteen (15) days following such written notice. If Executive terminates his employment for Good Reason, then Executive shall, subject to the conditions set forth herein, receive the compensation and benefits set forth in Section 2(d) applicable to termination of Executive’s employment by Employer without Cause and, if applicable, all compensation and benefits theretofore wrongfully withheld by Employer.

          (g) Notwithstanding anything to the contrary contained herein, Executive’s right to receive, and Employer’s obligation to pay and provide, any of the payments and benefits provided for in any of Sections 2(d), 2(e) and 2(f) shall be subject to (i) Executive’s compliance with, and observance of, all of Executive’s obligations hereunder that continue beyond the termination of Executive’s employment and (ii) Executive’s execution, delivery and non-revocation of, and performance under, a release in favor of Employer and its affiliates in form and substance satisfactory to Employer.

     3. Time and Efforts.

          (a) Executive shall diligently and conscientiously devote substantially all of his business time and attention and best efforts to the business affairs of Employer and the discharge of his duties hereunder. Executive will render such services of an executive and administrative character as the Board may from time to time reasonably direct. Executive’s duties and services will include, without limitation, the performance of the tasks and items set forth on Exhibit A attached hereto and incorporated by reference herein.

          (b) Notwithstanding the foregoing, Employer acknowledges and agrees that Executive may:

               (i) maintain current board memberships in companies that do not compete against Employer or any subsidiaries and leadership positions in the governmental agencies and other organizations, all as identified on Exhibit B attached hereto and incorporated by reference herein. Executive must obtain prior consent of Employer to engage in additional board memberships, which consent shall not be unreasonably withheld or delayed; and

               (ii) reasonably maintain, add to or reduce current personal investments; provided, however, any involvement or additional activities allowed under this Section 3(b), including any investment holdings or activities, shall not be competitive or detrimental to Employer or otherwise interfere in any manner with Executive’s performance of his duties under this Agreement.

     4. Compensation.

          (a) Base Salary. In consideration of the services of Executive, Employer shall pay or cause one of its subsidiaries to pay to Executive a salary at an annual rate of Three Hundred Thousand Dollars ($300,000) (the “Base Salary”), in equal installments in accordance with the past payroll practices of Employer, but in no event less frequently than monthly. The Base Salary will be reviewed bi-annually by the board of directors of Dollar in

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good faith and may be increased in the discretion of the board of directors of Dollar, or a committee thereof.

          (b) Bonus and Incentive Compensation.

               (i) During the period (the “Incentive Period”) commencing on the Effective Date and continuing for the three consecutive twelve month periods after the Effective Date (each an “Incentive Year”), so long as Executive is employed by Employer, Executive shall be eligible for incentive compensation (“Incentive Compensation”) of up to an aggregate of One Million Two Hundred Thousand Dollars ($1,200,000) (the “Maximum Incentive Compensation”) over the Incentive Period as follows:

                    (A) For each of the first two Incentive Years, Employer shall pay to Executive Incentive Compensation equal to sixty percent (60%) of the product of (x) 0.1117318 multiplied by (y) the aggregate amount of initial franchise fees paid by all Franchise Units (as defined in Section 4(b)(i)(C)) sold by Employer during such Incentive Year to a purchaser of such Franchise Unit(s) and for which such Franchise Unit(s) has been opened for business and such purchaser has made all payments required under the applicable franchise agreement during such Incentive Year; provided, that the minimum Incentive Compensation payable to Executive during each of the first two Incentive Years shall be an amount equal to twenty-five percent (25%) of Executive’s Base Salary.

                    (B) To the extent Executive has not earned Incentive Compensation equal