SERVICE AGREEMENT

DEFINITIONS AND INTERPRETATION

3

APPOINTMENT, TERM AND NOTICE

5

DUTIES

6

PLACE OF WORK

7

HOURS OF WORK

7

SALARY

7

BONUS AND EQUITY

8

PENSION AND OTHER BENEFITS

8

EXPENSES

9

MOTOR CAR

9

HOLIDAYS

9

ABSENCE FROM WORK

10

OBLIGATIONS DURING EMPLOYMENT

11

TERMINATION OF EMPLOYMENT

13

SALE OR RECONSTRUCTION OF THE COMPANY

14

RESTRICTIONS ON THE EXECUTIVE AFTER TERMINATION OF EMPLOYMENT

14

REDUCTION OF LENGTH OF POST TERMINATION RESTRICTIONS

18

COMPANY PROPERTY

18

INTELLECTUAL PROPERTY

18

DISCIPLINARY AND GRIEVANCE PROCEDURES AND SUSPENSION

19

DEDUCTIONS

19

DATA PROTECTION

19

NOTICES

20

CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

20

WARRANTY

20

COLLECTIVE AGREEMENTS

20

LAW AND JURISDICTION

21

the Company

Dollar Financial UK Ltd

Castlebridge Office Village, Kirtley Drive, Castle

Marina, Nottingham, NG7 2LD.

the Executive

Paul Mildenstein

2 Redhouse Farm Barn, Beausale, Warwickshire CV35 7NZ.

and includes the Particulars of Terms of Employment required by the Employment Rights Act 1996 (as amended).

1.

DEFINITIONS AND INTERPRETATION

Confidential Information

shall include, but not be limited to, the following (whether recorded in writing, on computer disk or in any other manner) trade secrets; customer data, including but not limited to, any such information disclosing the names and addresses of customers and suppliers of the Company and/or any Group Company, the person at such contact or supplier to contact, the requirements of such customer or supplier, discounts offered by the Company and/or any Group Company; investment and pricing policies; product performance data; marketing information; technical designs or specifications of the

Company’s products; business plans or dealings relating to the current or future activities of the Company and/or any Group Company, including the timing of all or any such matters; know-how; computer passwords; product lines; research activities and results; internal management accounts, any document marked “confidential” or any information which the Executive has been told is confidential or which the Executive might reasonably expect the Company and/or any Group Company would regard as confidential or which by its very nature is confidential to the Company, or any information which has been given to the Company and/or any Group Company in confidence by customers, suppliers or other persons, and whether or not recorded in documentary form, computer disk or tape, which the Executive shall acquire at any time during the Executive’s employment but which does not form part of the Executive’s own stock in trade provided that it shall not include any information or knowledge which is already in the public domain or may subsequently come into the public domain after the Termination Date other than by way of unauthorised disclosure by the Executive;

Group

the Company and any Group Company;

Group Company

means:

Material Interest

the holding of any position as director, officer, employee, consultant, partner, principal or agent;

Termination Date

the date on which the Executive’s employment under this Agreement terminates and references to “from the Termination Date” mean from and including the date of termination.

1.2.

Unless the context otherwise requires words denoting the singular shall include the plural and vice versa and reference to any gender shall include all other genders.

1.3.

References to the word “include” or “including” are to be construed without limitation.

1.4.

References in this Agreement to statutory provisions include all modifications and re-enactments of them and all subordinate legislation under them.

1.5.

Headings in this Agreement are inserted for convenience only and shall not affect its construction.

2.1.

The Company will employ the Executive and the Executive will serve the Company as its Managing Director.

2.2.

The Executive’s appointment shall commence on July 1, 2005 or sooner and shall continue (subject to earlier termination as provided in this Agreement) by either party giving to the other six calendar months’ written notice.

2.3.

The Executive agrees that at its absolute discretion the Company may terminate the Executive’s employment under this Agreement with immediate effect by paying the Executive in lieu of his notice period or in lieu of the remainder of his notice period if at the Company’s request the Executive has worked during part of the notice period. For this purpose, the Executive agrees that the payment in lieu of notice will be his basic monthly salary and the value of contractual benefits and allowances for his notice period, after deducting Income Tax and National Insurance contributions, and specifically excluding from such calculation any, fee, bonus or commission referable to his employment whether payable under this Agreement or otherwise in respect of that period.

2.4.

The Executive’s continuous employment with the Company for the purposes of the Employment Rights Act 1996 (as amended) will commence on of before July 1, 2005. No employment with a previous employer counts as part of the Executive’s period of continuous employment.

3.1.

The Executive will carry out the duties and functions, exercise the powers and comply with the instructions assigned or given to the Executive from time to time by Jeff Weiss, Chairman and Chief Executive Officer or Don Gayhardt, President. Except when prevented by illness, accident or holiday the Executive will devote his time, attention and skill to the affairs of the Company and/or any Group Company and where appropriate do his best to promote its interests provided that the Company may at any time for any reason require the Executive to cease performing and exercising all or any of the Executive’s duties, functions or powers.

3.2.

The Executive will at all times keep Jeff Weiss, Chairman and Chief Executive Officer or Don Gayhardt, President promptly and fully informed (in writing if so requested) of the conduct of the business or affairs of the Company and/or any

Group Company and provide such explanations and assistance as Jeff Weiss, Chief Executive Officer or Don Gayhardt, President may require in connection with such business or affairs and the Executive’s employment under this Agreement.

3.3.

The Executive will not without the prior consent of Jeff Weiss, Chairman and Chief Executive or Don Gayhardt, President accept or take up any other employment nor will he accept any form of paid or unpaid consultative or other work whilst employed by the Company (or any Group Company). Existing commitments need to be disclosed prior to the signing of this agreement to be included and consent for future commitments will be at the discretion of Jeff Weiss, Chairman and Chief Executive.

4.1.

The Executive will perform the Executive’s duties at Castlebridge Office Village, Kirtley Drive, Castle Marina, Nottingham, NG7 2LD or such other place of business of the Company inside or outside of the United Kingdom as the Company may require.

4.2.

In the performance of the Executive’s duties, the Executive may be required to travel both throughout and outside the United Kingdom.

5.1.

The Company’s normal office hours are from 9:00 am to 5:30 pm Monday to Friday but the Executive will work such hours as are needed for the proper performance of his duties including hours outside the Company’s normal office hours without additional remuneration in order to meet the requirements of the business.

6.1.

The Executive’s basic annual salary is £150,000 which will accrue from day to day and be payable monthly in arrears by BACS on the last business day of each month or the nearest working day before that.

6.2.

The Executive’s salary will be subject to review annually by the Company in its absolute discretion.

7.1.

The Executive may while employed by the Company be entitled to an equity incentive and to be paid a bonus of such amount and on such terms as may be agreed between the Company and the Executive and to be set out in a separate agreement between the Company and the Executive.

7.2.

The Company reserves the right in its absolute discretion to vary the terms of and/or the measurement criteria of bonus payable under this Agreement.

8.1.

The Executive will be entitled to participate in the Company’s pension scheme subject to and upon the rules of the pension scheme from time to time in effect. A copy of the rules of the pension scheme can be obtained from the Company on request.

8.2.

The Company will contribute in equal monthly instalments an amount equal to 5% of the Executive’s basic salary (or, if less, the maximum amount permitted by the Inland Revenue) during each year of his employment under this Agreement to the pension scheme referred to in Clause 8.1; PROVIDED THAT, as a condition of making such contribution, the Company may require the Executive to contribute 5% of his basic salary to such pension scheme.

8.3.

There is no contracting out certificate in force in respect of the Executive’s employment under the provisions of the Pension Schemes Act 1993.

8.4.

During the Executive’s employment the Company will provide the Executive at the Company’s expense with Death in Service Benefit at the rate of 4 times basic salary under the Company’s scheme subject to and upon the rules of the scheme from time to time in force and to the Executive being eligible to participate in or benefit from the scheme.

8.5.

During the Executive’s employment the Company will provide the Executive and his immediate family at the Company’s expense with cover under the Company’s

Private Healthcare Scheme subject to and upon the rules of the said scheme from time to time in force and to the Executive (and where appropriate the Executive’s family) being eligible to participate in or benefit from the scheme.

8.6.

In respect of the benefits provided to the Executive under this Clause 8 the Company reserves the right to terminate or substitute other schemes for them or amend the scale or level of benefits.

10.

MOTOR CAR

11.

HOLIDAYS

at the Termination Date. On termination, the Executive’s holiday entitlement will be calculated pro-rata.

11.6.

Where the Executive has taken more or less than his holiday entitlement in the holiday year in which the employment terminates, a proportionate adjustment will be made by way of addition to or deduction from as appropriate the Executive’s final gross salary calculated on a pro-rate basis. A day’s pay for the purposes of this Clause 11 will be 1/260 of the Executive’s annual basic salary.

12.1.

If the Executive is absent from work due to illness injury or other incapacity the Executive must notify the Company as soon as possible on the first day of absence that the Executive will be unable to attend. The Executive must then keep the Company informed on a regular basis of his progress and when he expects to return to work.

12.2.

If the Executive is abse