SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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DOLLAR FINANCIAL CORP.
1436 LANCASTER AVENUE, SUITE 310
BERWYN, PA, 19312
(610) 296-3400

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on November 15, 2007

Dear Stockholder:

     You are cordially invited to attend the annual meeting of stockholders of Dollar Financial Corp., a Delaware corporation, to be held at The Boca Raton Bridge Hotel in the Boca Raton Room located at 999 East Camino Real, Boca Raton, Florida, 33432 on Thursday, November 15, 2007, at 8:30 a.m., local time. The purpose of the meeting is to consider and take action on the proposals listed below:

     1. To elect two persons to serve as Class C directors on our board of directors for a three-year term and until their successors are duly elected and qualified;

     2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2008;

     3. To adopt the Dollar Financial Corp. 2007 Equity Incentive Plan, as described in the accompanying proxy statement; and

     4. To transact such other business as may properly come before the meeting and any adjournments or postponements of the meeting.

     The board of directors has fixed the close of business on September 17, 2007 as the record date for determination of the stockholders entitled to notice of, and to vote at, the meeting and any adjournments or postponements of the meeting. Only holders of record of common stock at the close of business on the record date will be entitled to receive notice of and to vote at the meeting and at any adjournments or postponements of the meeting. At the annual meeting, such stockholders will be asked to consider and take action on the proposals discussed in the accompanying proxy statement and any other matter that properly comes before the annual meeting or any adjournment or postponement thereof.

Sincerely,

/s/ Donald Gayhardt

Donald Gayhardt, President and Secretary

October 10, 2007

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE ACT PROMPTLY TO VOTE YOUR SHARES. YOU MAY VOTE YOUR SHARES BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE PAID ENVELOPE PROVIDED. YOU MAY ALSO VOTE YOUR SHARES BY TELEPHONE OR THROUGH THE INTERNET BY FOLLOWING THE INSTRUCTIONS SET FORTH ON THE PROXY CARD. IF YOU ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON, EVEN IF YOU HAVE PREVIOUSLY SUBMITTED A PROXY IN WRITING, BY TELEPHONE OR THROUGH THE INTERNET.

DOLLAR FINANCIAL CORP.
1436 LANCASTER AVENUE, SUITE 310
BERWYN, PA, 19312
(610) 296-3400

PROXY STATEMENT

DATED OCTOBER 10, 2007

FOR THE ANNUAL MEETING OF STOCKHOLDERS
To be held on November 15, 2007

Introduction

     The enclosed proxy is solicited by and on behalf of the board of directors, which we refer to in this proxy statement as our board, of Dollar Financial Corp., a Delaware corporation, which we refer to in this proxy statement as the company, we, or us, for use at the annual meeting of stockholders to be held on Thursday, November 15, 2007 at 8:30 a.m., local time, and at any postponement or adjournment thereof, which we refer to in this proxy statement as the annual meeting. This proxy statement and the enclosed form of proxy are first being mailed to stockholders on or about October 12, 2007.

     Only stockholders of record at the close of business on September 17, 2007, which we refer to in this proxy statement as the record date, will be entitled to notice of and to vote at the annual meeting and any adjournments thereof. At the annual meeting, such stockholders will be asked to consider and take action on the proposals discussed in this proxy statement and any other matter that properly comes before the annual meeting or any adjournment or postponement thereof.

     An Annual Report to Stockholders containing financial statements for the fiscal year ended June 30, 2007, which we refer to in this proxy statement as fiscal 2007, is being mailed together with this proxy statement to all stockholders entitled to vote.

TABLE OF CONTENTS

		Page
VOTING			1
The Purpose of the Annual Meeting			1
Persons Entitled to Vote at the Annual Meeting			1
How To Vote			1
The Recommendations of the Board			2
How to Revoke Your Vote			2
Quorum and Vote Required			2
PROPOSAL 1: ELECTION OF DIRECTORS			4
Proposed for Election as Class C Directors for a Three-Year Term Continuing Until the 2010 Annual Meeting of Stockholders			4
Required Vote			4
Directors Whose Terms Do Not Expire at the Annual Meeting			5
Director Compensation			6
COMPENSATION OF INDEPENDENT DIRECTORS			6
CORPORATE GOVERNANCE			8
Committees of the Board			8
Meetings of Directors and Annual Meeting of Stockholders			9
Director Independence			9
Director Nominations			10
Ethics Hotline			11
Communications with the Board			11
SECURITIES OWNERSHIP			12
EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION			14
Executive Officers			14
Compensation Discussion and Analysis			16
Compensation Committee Report			26
Compensation Committee Process and Procedures			26
Summary Compensation Table			28
Grants of Plan Based Awards			31
Narrative Disclosure Relating to Summary Compensation Table and Grants of Plan-Based Awards Table			31
Outstanding Equity Awards at Fiscal Year-End			34
Options Exercised and Stock Vested			35
Non-Qualified Deferred Compensation			35
Potential Payments upon Termination or Change in Control			36
Employee Benefit Plans			47
Securities Authorized for Issuance Under Equity Compensation Plans			49
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			50
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			50
Related Person Transactions during Fiscal 2007			50
Stockholders Agreement			50
Our Policies Regarding Related Party Transactions			50
REPORT OF THE AUDIT COMMITTEE			51

		Page
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			52
Fees to Independent Registered Public Accounting Firm			52
PROPOSAL 3: ADOPTION OF THE DOLLAR FINANCIAL CORP. 2007 EQUITY INCENTIVE PLAN			54
OTHER INFORMATION			62
Matters Relating to Solicitation			62
Appraisal Rights			62
Section 16(a) Beneficial Ownership Reporting Compliance			62
Other Matters			62
Stockholder Proposals for the 2008 Annual Meeting of Stockholders			62
Our Annual Report on Form 10-K			63

VOTING

The Purpose of the Annual Meeting

     At our annual meeting, stockholders will act upon the matters outlined in the notice of annual meeting above, including the election of two Class C directors, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ended June 30, 2008, which we refer to in this proxy statement as fiscal 2008, and the adoption of the Dollar Financial Corp. 2007 Equity Incentive Plan.

Persons Entitled to Vote at the Annual Meeting

     The record date for the determination of stockholders entitled to notice of and to vote at the annual meeting is the close of business on September 17, 2007. Each holder of any shares of our common stock, par value $0.001 per share, which we refer to in this proxy statement as our common stock, that is entitled to vote will have the right to one vote for each share of common stock outstanding in such stockholder’s name on the record date. On the record date, there were 24,164,595 shares of our common stock issued and outstanding. Each share of common stock is entitled to one vote on each matter to be voted on at the annual meeting. Stockholders have no cumulative voting rights.

How To Vote

     You are not required to attend the annual meeting in order to be able to vote. While you may attend the annual meeting and vote your shares in person, you also may choose to submit your proxies by any of the following methods:

	•		Voting by Mail. If you choose to vote by mail, simply complete the enclosed proxy card, date and sign it, and return it in the postage-paid envelope provided. If you sign your proxy card and return it without marking any voting instructions, your shares will be voted FOR the election of all director nominees, FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2008 and FOR the adoption of the Dollar Financial Corp. 2007 Equity Incentive Plan. If any other matter should be properly presented at the annual meeting for action by the stockholders, the persons named in the proxy card will vote the proxy in accordance with their best judgment on such matter.
	•		Voting by Telephone. You may vote your shares by telephone by calling the toll-free telephone number provided on the proxy card. Telephone voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number located on the proxy card. The procedures allow you to appoint a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by telephone, you should not return your proxy card.
	•		Voting by Internet. You may vote through the Internet by signing on to the website identified on the proxy card and following the procedures described in the website. Internet voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number located on the proxy card. The procedures allow you to appoint a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote through the Internet, you should not return your proxy card.

     Registered Holders. If you are a registered holder, your shares will be voted in the manner that you indicate in your proxy. The proxy card provides a space for you to vote “for,” or to “withhold” your authority to vote your shares for, each nominee for election to our board. The proxy card also provides spaces for you to vote “for” or “against” or “abstain” from voting in connection with (i) our proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2008 and (ii) our proposal to adopt the Dollar Financial Corp. 2007 Equity Incentive Plan. IF YOU RETURN A SIGNED PROXY CARD BUT DO NOT INDICATE HOW YOU WISH TO VOTE YOUR SHARES, YOUR SHARES WILL BE VOTED BY THE

MANAGEMENT PROXIES SET FORTH ON THE PROXY CARD IN THE MANNER RECOMMENDED BY THE BOARD IN THIS PROXY STATEMENT.

     Shares Held in “Street Name.” If you are a stockholder whose shares are held in “street name” (i.e., in the name of a broker, bank or other record holder) you must either direct the record holder of your shares how to vote your shares or obtain a proxy, executed in your favor, from the record holder to be able to vote at the annual meeting.

The Recommendations of the Board

     The recommendation of our board is set forth together with the description of each item in this proxy statement. In summary, our board recommends a vote:

	•		FOR election of the nominated Class C directors (see “Proposal 1: Election of Directors”);
	•		FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2008 (see “Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm”); and
	•		FOR the proposal to adopt our 2007 equity incentive plan (see “Proposal 3: Adoption of the Dollar Financial Corp. 2007 Equity Incentive Plan”).

     With respect to any other matter that properly comes before the annual meeting, the proxy holders will vote as recommended by our board or, if no recommendation is given, in their own discretion.

     IF YOU SIGN AND RETURN YOUR PROXY CARD BUT DO NOT SPECIFY HOW YOU WANT TO VOTE YOUR SHARES, THE PERSONS NAMED AS PROXY HOLDERS ON THE PROXY CARD WILL VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD.

How to Revoke Your Vote

     You may revoke your proxy at any time before it is voted at the annual meeting by any of the following methods:

	•		Submitting a later-dated proxy by mail, over the telephone or through the Internet.
	•		Sending a written notice, including by telegram or telecopy, to the Secretary of the company. You must send any written notice of a revocation of a proxy so as to be delivered before the taking of the vote at the annual meeting to:
			Dollar Financial Corp. 1436 Lancaster Avenue, Suite 310 Berwyn, PA 19312 Attention: Donald Gayhardt, President and Secretary
	•		Attending the annual meeting and voting in person. Your attendance at the annual meeting will not in and of itself revoke your proxy. You must also vote your shares at the annual meeting. If your shares are held in the name of a bank, broker or other record holder, you must obtain a proxy, executed in your favor, from the record holder to be able to vote at the annual meeting.

Quorum and Vote Required

     Our Bylaws provide that at any meeting of stockholders, the holders of a majority of the issued and outstanding shares of common stock entitled to vote at the annual meeting, present in person or by proxy, constitute a quorum for the transaction of business. The election of directors will be decided by a plurality of the

votes of the shares cast, in person or by proxy, at the annual meeting. Accordingly, abstentions and broker non-votes will not affect the outcome of the election of directors. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that proposal and has not received voting instructions from the beneficial owner. On all other matters being submitted to stockholders, the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote is required for approval. An abstention with respect to any such proposal will have the same effect as a vote against such proposal. While broker non-votes will be counted as present for purposes of determining whether enough votes are present to hold our annual meeting, the shares subject to broker non-votes will not be considered present at the meeting for the proposal as to which authority was withheld. Consequently, broker non-votes will have the effect of reducing the number of affirmative votes required to approve the proposal (but not the percentage), because they reduce the number of shares present at the meeting from which a majority is calculated.

     The persons named as proxies and attorneys-in-fact are officers of the company. All properly executed proxies returned in time to be counted at the annual meeting will be voted. In addition to the election of directors, the stockholders will consider and vote upon a proposal to ratify the selection of auditors and a proposal to adopt our 2007 equity incentive plan, as further described in this proxy statement. Where a choice has been specified on the proxy with respect to the foregoing matters, the shares represented by the proxy will be voted in accordance with the specifications, and will be voted FOR the proposal if no specification is indicated. IN THE ABSENCE OF SPECIFIC DIRECTION, SHARES REPRESENTED BY A PROXY WILL BE VOTED “FOR” THE ELECTION OF ALL DIRECTORS, “FOR” THE RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2008 AND “FOR” THE ADOPTION OF THE DOLLAR FINANCIAL CORP. 2007 EQUITY INCENTIVE PLAN.

PROPOSAL 1: ELECTION OF DIRECTORS

     We currently have six directors. Our Bylaws provide for a classified board, consisting of three classes of directors (Class A, Class B and Class C), with each class serving staggered three-year terms. As a result, only a portion of our board is elected each year. The two director nominees identified below are to be elected by our stockholders at our upcoming annual meeting as Class C directors, each to hold office for a three-year term expiring in 2010 or until his successor is duly elected and qualified. The directors have no reason to believe that any of the nominees will be unable or unwilling to be a candidate for election at the time of the annual meeting. If any nominee is unable or unwilling to serve, the persons named in the proxy will use their best judgment in selecting and voting for a substitute candidate or our board may reduce the number of directors.

     Each individual elected as a director at the annual meeting will serve until the annual meeting of stockholders to be held in 2010 or until his successor is duly elected and qualified.

Proposed for Election as Class C Directors for a Three-Year Term Continuing Until the 2010 Annual Meeting of Stockholders

     The following table sets forth information with respect to the directors nominated for re-election as Class C directors at the annual meeting.

Name		Age		Position
Clive Kahn		50		Director
John Gavin		51		Director

     The nominees for election as Class C directors were recommended for nomination to our board by its corporate governance and nominating committee. The board unanimously recommends that stockholders vote FOR the election of each of the above nominees as Class C directors.

     The following are biographical summaries of the directors identified above:

     Clive Kahn has served as a director and as a member of the audit committee and corporate governance and nominating committee of our board since April 30, 2007. Mr. Kahn, a chartered accountant, was formerly the Chief Executive Officer of Travelex Limited. Prior to becoming Chief Executive Officer, Mr. Kahn was the Chief Financial Officer of Travelex Limited. Mr. Kahn was employed by Travelex for twenty-one years. Prior to his employment with Travelex, Mr. Kahn practiced as a chartered accountant with the firm of BDO Stoy Hawyard.

     John Gavin has served as a director and a member of the audit committee and compensation committee of our board since April 30, 2007. He also became the chairman of the corporate governance and nominating committee of our board on September 6, 2007. Mr. Gavin is currently serving as Vice Chairman, and was the Chief Executive Officer and President of DBM (Drake, Beam, Morin), an international career management and transitions management firm. Before joining DBM in 2006, Mr. Gavin was President and Chief Operating Officer of Right Management Consultants, a global provider of integrated consulting solutions across the employment lifecycle. Mr. Gavin originally joined Right Management as Executive Vice President of Business Development in 1996. Prior to joining Right Management, Mr. Gavin worked for Andersen Worldwide.

Required Vote

     Directors are elected by a plurality of votes cast at the annual meeting.

     The board unanimously recommends that stockholders vote “FOR” Proposal 1 to elect each of the nominated directors.

Directors Whose Terms Do Not Expire at the Annual Meeting

     The following table sets forth information with respect to the remaining members of our board:

								Annual Meeting at
Name		Age				Position		Which Term Expires
Jeffrey A. Weiss			63			Chairman of the Board and Chief Executive Officer			2008
Donald Gayhardt			43			President, Secretary and Director			2008
David Jessick			54			Director			2009
Kenneth Schwenke			53			Director			2009

     The following are biographical summaries of the remaining members of our board:

     Jeffrey A. Weiss has served as our Chairman and Chief Executive Officer since an affiliate of Bear Stearns & Co. Inc. acquired us in May 1990. Until June 1992, Mr. Weiss was also a Managing Director at Bear Stearns with primary responsibility for the firm’s investments in small to mid-sized companies, in addition to serving as Chairman and Chief Executive Officer for several of these companies.

     Donald Gayhardt has served as our President and Secretary since December 1998. Mr. Gayhardt also served as our Chief Financial Officer from April 2001 to June 2004. He served as our Executive Vice President and Chief Financial Officer from 1993 to 1997. In addition, he joined our board in 1990. Prior to joining us, Mr. Gayhardt was employed by Bear Stearns from 1988 to 1993, most recently as an Associate Director in the Principal Activities Group, where he had oversight responsibility for the financial and accounting functions at a number of manufacturing, distribution and retailing firms, including our company. Prior to joining Bear Stearns, Mr. Gayhardt held positions in the mergers and acquisitions advisory and accounting fields.

     David Jessick has served as a director and the chairman of the audit committee since January 2005 and as a member of the corporate governance and nominating committee of our board since April 2005. Mr. Jessick also served on the compensation committee of our board from April 2005 until his resignation on April 30, 2007. He served as a consultant to the Chief Executive and Senior Financial staff at Rite Aid Corporation from July 2002 to February 2005. Mr. Jessick served as Rite Aid’s Senior Executive Vice President and Chief Administrative Officer from December 1999 to June 2002. Prior to that, from February 1997 to June 1999, Mr. Jessick was the Chief Financial Officer and Executive Vice President of Finance and Investor Relations for Fred Meyer, Inc. From 1979 to 1996, he was Executive Vice President and Chief Financial Officer at Thrifty Payless Holdings, Inc. Mr. Jessick began his career as a Certified Public Accountant for Peat, Marwick, Mitchell & Co. He is currently a director of WKI Holding Company, Inc. (chairman of the audit and the compensation committees), Source Interlink, Inc. (audit committee member), and Big 5 Sporting Goods Corporation (audit committee member), and he is currently the non-executive chairman of the board of Pathmark Stores, Inc. as well as a member of their audit committee.

     Kenneth Schwenke has served as a director and as a member of the corporate governance and nominating committee of our board and as the chairman of the compensation committee of our board since September 2006. Mr. Schwenke served as a member of our audit committee of our board from September 2006 until April 30, 2007. From September 2001 until July 1, 2007, Mr. Schwenke was the CEO and Founder of Off-Campus Dining Network, LLC. From 1996 through 2001, Mr. Schwenke served as the Senior Vice President of Human Resources for Aramark, Inc. Prior to obtaining that position, Mr. Schwenke served as the Vice President of Human Resources for the global division of Aramark, Inc., from 1995 through 1996. From 1994 through 1995 Mr. Schwenke served as an area director in the department of Human Resources for Honeywell, Inc., formerly known as AlliedSignal, Inc. From 1992 through 1994 Mr. Schwenke served as the director of Human Resources for Honeywell, Inc.

Director Compensation

     The following table sets forth compensation paid to our non-employee directors during the year ended June 30, 2007:

																		Change in
																		Pension
																		Value and
		Fees												Non-Equity				Non-qualified
		Earned or				Stock				Option				Incentive Plan				Deferred				All Other
		Paid in				Awards				Awards ($)				Compensation				Compensation				Compensation
Name		Cash ($)				($)				(6)				($)				Earnings				($)				Total ($)
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)
David Jessick		$	78,500				—			$	82,099				—				—				—			$	160,599
Kenneth Schwenke(1)		$	60,750				—			$	92,361				—				—				—			$	153,111
John Gavin (2)		$	18,000				—			$	11,737				—				—				—			$	29,737
Clive Kahn(3)		$	14,000				—			$	11,737				—				—				—			$	25,737
David Golub(4)		$	64,000				—			$	82,099				—				—				—			$	146,099
Luke Johnson(5)		$	12,250				—				—				—				—				—			$	12,250

COMPENSATION OF INDEPENDENT DIRECTORS

     Our independent directors receive annual compensation as follows:

	•		Annual retainer of $40,000;
	•		Annual retainer for members of the audit committee of $5,000;
	•		Annual retainer for members of the compensation committee of $3,000;
	•		Annual retainer for members of the corporate governance and nominating committee of $3,000;

	•		Annual retainer for chairman of the audit committee of $10,500;
	•		Annual retainer for chairman of the compensation committee of $7,500;
	•		Annual retainer for chairman of the corporate governance and nominating committee of $6,500;
	•		Board meeting attendance fee of $2,000; and
	•		Committee meeting attendance fee of $1,500.

     As of July 1, 2007, our non-employee directors had the option to participate in our health benefit program. Previously Mr. Jessick participated in our health benefit program during 2007 and currently, Messrs. Jessick and Schwenke participate with the full cost paid by us. Prior to July 1, 2007, Mr. Jessick paid the employee cost for this coverage.

CORPORATE GOVERNANCE

Committees of the Board

     The board has standing audit, corporate governance and nominating and compensation committees which are described below.

     Audit Committee. The audit committee assists our board in overseeing: (i) the integrity of our financial statements; (ii) our compliance with legal and regulatory requirements; (iii) the independence and qualifications of our independent registered public accounting firm; and (iv) the performance of our internal audit function and independent registered public accounting firm. The audit committee’s charter was adopted by the full board in February 2005 and amended most recently in April 2005.

     Our Code of Business Conduct and Ethics includes information regarding procedures established by the audit committee for the submission of complaints about our accounting or auditing matters. The Code is applicable to our executives, employees and directors. The Code reflects and reinforces our commitment to integrity in the conduct of our business. Amendments to the Code and any grant of a waiver from a provision of the Code requiring disclosure under applicable Securities and Exchange Commission rules will be disclosed on our website (www.dfg.com). A copy of the Code is available on our website (www.dfg.com/ethics.asp). A copy of the Code may also be obtained upon request from the Secretary of the company at the following address: Dollar Financial Corp., 1436 Lancaster Avenue, Suite 310, Berwyn, PA 19312.

     The audit committee met seven times during fiscal 2007. In addition, the audit committee met once thus far during fiscal 2008, including with Ernst & Young LLP, our independent registered public accounting firm, to discuss the fiscal 2007 audit and our internal control over financial reporting.

     The audit committee currently consists of Messrs. Jessick (Chairman), Gavin and Kahn, each of whom is independent within the meaning of the Securities and Exchange Commission regulations and the listing requirements of Rule 4200(a)(15) of the Nasdaq Stock Market, which we refer to in this proxy statement as Nasdaq. David Golub served on the audit committee from January 2005 until his resignation from the audit committee on April 30, 2007. Kenneth Schwenke served on the audit committee from September 2006 until his resignation on April 30, 2007. Effective April 30, 2007, Messrs. Gavin and Kahn were appointed to the audit committee to fill the vacancy created by the resignation of Mr. Golub and Mr. Schwenke.

     Each member of the audit committee is financially literate, knowledgeable and qualified to review financial statements. Mr. Jessick is qualified as an “audit committee financial expert” within the meaning of Securities and Exchange Commission regulations. The board reached its conclusion as to the qualifications of Mr. Jessick based on his education and experience in analyzing financial statements of a variety of companies, most notably as the Chief Financial Officer and Executive Vice President of Finance and Investor Relations for Fred Meyer, Inc. from February 1997 to June 1999 and as Executive Vice President and Chief Financial Officer at Thrifty Payless Holdings, Inc. from 1979 to 1996. He is currently a director of WKI Holding Company, Inc. (chairman of the audit and the compensation committees), Source Interlink, Inc. (audit committee member), Big 5 Sporting Goods Corporation (member of the audit committee), Pathmark Stores, Inc. and Pinnacle Foods Group, Inc. Consistent with Nasdaq listing requirements, our board determined that his concurrent service on these committees does not impair his ability to effectively serve on the audit committee.

     Corporate Governance and Nominating Committee. The corporate governance and nominating committee is responsible for: (i) identifying individuals qualified to become board members and recommending to our board the nominees for election to our board; (ii)  leading our board in its annual review of our board’s performance, and making recommendations to our board regarding board organization, membership, function and effectiveness, as well as committee structure, membership, function and effectiveness; (iii) recommending to our board nominees for each committee of our board; (iv) reviewing our efforts to promote diversity among directors, officers, employees and contractors; and (v) arranging for an orientation for all directors.

     The charter of the corporate governance and nominating committee was attached to our 2005 proxy statement. The corporate governance and nominating committee met twice during fiscal 2007 and has met once thus far during fiscal 2008.

     The corporate governance and nominating committee currently consists of Messrs. Gavin (Chairman), Jessick, Schwenke and Kahn. Effective April 30, 2007, Mr. Kahn was appointed to the corporate governance and nominating committee. Effective September 6, 2007, Mr. Gavin was appointed to the corporate governance and nominating committee, as its chairman. Mr. Golub was the Chairman of the corporate governance and nominating committee from January 2005 until his resignation on September 6, 2007.

     All of the members of the corporate governance and nominating committee are independent within the meaning of Nasdaq listing requirements and the charter of the corporate governance and nominating committee.

     Compensation Committee. The compensation committee is authorized to determine compensation for our senior executives. The compensation committee met nine times during fiscal 2007 and has met fourteen times thus far during fiscal 2008. The compensation committee amended its charter on September 6, 2007. A current copy of the amended compensation committee charter is attached to this proxy statement as Exhibit A.

     The compensation committee currently consists of Messrs. Schwenke (Chairman) and Gavin. Mr. Jessick served on the compensation committee from April 2005 until his resignation on April 30, 2007. Effective April 30, 2007, Mr. Gavin was appointed to the compensation committee to fill the vacancy created by the resignation of Mr. Jessick.

     All of the members of the compensation committee are independent within the meaning of Nasdaq listing requirements.

     The compensation committee seeks to compensate our executives at levels that are competitive with peer companies in order to attract, retain and motivate superior quality and highly experienced executives. Accordingly, its executive compensation programs emphasize variable pay in the form of annual and long-term incentive programs which tie a significant portion of an executive’s compensation to our success in achieving key strategic and financial goals. The compensation committee does not delegate its authority to establish executive and director compensation to any other entity or person.

Meetings of Directors and Annual Meeting of Stockholders

     The board met ten times during fiscal 2007 and has met five times thus far during fiscal 2008. Each incumbent director attended at least 75% of the aggregate meetings of our board during fiscal 2007 that were held following his election and of the meetings held by all committees on which he served. The non-management members of our board meet at least twice per fiscal year in executive session after regularly scheduled board meetings.

     It is our policy that all of our board members attend annual meetings of stockholders except where the failure to attend is due to unavoidable circumstances or conflicts.

Director Independence

     No director is deemed to be independent unless our board affirmatively determines that the director has no material relationship with the company, directly or as an officer, stockholder or partner of an organization that has a material relationship with the company and in doing so, our board considers information regarding the relationships between each director and his family, on the one hand, and the company, on the other. In assessing director independence, our board considers all commercial, charitable or other business relationships that any director may have with the company and its affiliates, including those reported under “Certain Relationships and Related Transactions” below. The Nasdaq independence definition includes a series of objective tests, such as that the director is not an employee of the company and has not engaged in various types of business dealings with the company. In addition, as further required by the Nasdaq listing requirements, our board has made a subjective determination with respect to each independent director that no relationships exist which, in the opinion of our board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the directors reviewed and discussed information provided by the directors and the company with regard to each director’s business and personal activities as they may relate to the company and our management. As a result of its review, our board affirmatively determined that all directors (other than Messrs. Weiss and Gayhardt) are independent of the company and its management under the Nasdaq

independence definition and that the audit committee, corporate governance and nominating committee and compensation committee are comprised exclusively of independent directors under the Nasdaq rules. Messrs. Weiss and Gayhardt are not considered independent because of their employment as our executives. The board also determined that the directors who serve as members of the audit committee are also “independent” for purposes of Section 10(A)(3) of the Exchange Act.

Director Nominations

     In making its recommendations as to nominees for election to our board, the corporate governance and nominating committee may consider, in its sole judgment, recommendations of the Chief Executive Officer and President, other directors, senior executives, stockholders and third parties. The corporate governance and nominating committee may also retain third-party search firms to identify potential nominees.

     Stockholders desiring to recommend nominees should submit their recommendations in writing to Donald Gayhardt, President and Secretary, Dollar Financial Corp., 1436 Lancaster Avenue, Suite 310, Berwyn, PA 19312. Recommendations from stockholders should include pertinent information concerning the proposed nominee’s background and experience. The corporate governance and nominating committee may consider, as one of the factors in its evaluation of stockholder recommended nominees, the size and duration of the interest of the recommending stockholder or stockholder group in the equity of the company. The corporate governance and nominating committee may also consider the extent to which the recommending stockholder intends to continue holding its interest in the company, including, in the case of nominees recommended for election at an annual meeting of stockholders, whether the recommending stockholder intends to continue holding its interest at least through the time of such annual meeting.

     Based on the information provided to the corporate governance and nominating committee, it will make an initial determination whether to conduct a full evaluation of a candidate. As part of the full evaluation process, the corporate governance and nominating committee may conduct interviews, obtain additional background information and conduct reference checks of potential nominees. The corporate governance and nominating committee may also ask potential nominees to meet with management and other members of our board. After completing this evaluation process, the corporate governance and nominating committee makes a recommendation to the full board, which makes the final determination whether to nominate the candidate as a director.

     In evaluating a candidate, our board, with the assistance of the corporate governance and nominating committee, takes into account a variety of factors as it deems appropriate, including the following:

	•		the nominee’s understanding of our business and the industries in which it operates in general;
	•		the nominee’s ability to regularly attend meetings of our board and of any committees on which the director would serve;
	•		the nominee’s ability to review in a timely manner and understand materials circulated to our board regarding the company or our industry;
	•		the nominee’s ability to participate in meetings and decision making processes in an objective and constructive manner; and
	•		the nominee’s ability to be reasonably available, upon request, to advise our officers and management.

     The corporate governance and nominating committee also considers such other factors as it deems appropriate, including a nominee’s integrity, experience, achievements, judgment, intelligence, personal character and capacity to make independent analytical inquiries, ability and willingness to devote adequate time to board duties, and likelihood that he or she will be able to serve on our board for a sustained period. Due consideration is given to our board’s overall balance of diversity of perspectives, backgrounds and experiences. The corporate governance and nominating committee will also consider factors such as global experience, experience as a director of a public company and knowledge of relevant industries.

Ethics Hotline

     We encourage employees to raise possible ethical issues. We maintain an ethics hotline that is available 24 hours a day, seven days a week, and which is centrally answered by an independent, third-party service. Callers may remain anonymous and, to further protect the caller’s anonymity, the telephone compliance hotline staff does not identify the gender of the caller, tape record the call or use “caller ID” or other methods to identify the telephone number of the caller. We prohibit retaliatory action against any individual for raising possible ethical issues, and employees at all levels are prohibited from retribution against anyone for reporting or supplying information about an ethical concern.

Communications with the Board

     The board recommends that stockholders deliver any communications with our board in writing by sending them in care of the Secretary of the company. Stockholders may send such communications by email to Roy Hibberd, our Senior Vice President, General Counsel at Roy.Hibberd@dfg.com, or by mail to Donald Gayhardt, President and Secretary, Dollar Financial Corp., 1436 Lancaster Avenue, Suite 310, Berwyn, PA 19312. The name(s) of any specific intended board recipient(s) should be noted in the communication.

SECURITIES OWNERSHIP

     The following table sets forth information as of September 27, 2007 regarding the beneficial ownership of common stock by each director, by each executive officer named in the Summary Compensation Table appearing elsewhere in this proxy statement, by all directors and executive officers as a group, and by each person known to us to be the beneficial owner of more than 5% of the outstanding common stock. Except as indicated below, to our knowledge, all of such common stock are owned directly, and the indicated person has sole voting and investment power.

     We have calculated beneficial ownership in accordance with the rules of the Securities and Exchange Commission. Unless otherwise indicated below in the footnotes to the table, the address of each officer and director is c/o Dollar Financial Corp., 1436 Lancaster Avenue, Suite 310, Berwyn, Pennsylvania 19312. As of September 27, 2007, there were a total of 24,164,595 shares of common stock issued and outstanding.

		Amount of
		Beneficial				Percent of
Name and Address of Beneficial Owner:		Ownership				Class
Directors:
Jeffrey A. Weiss			946,215	(1)			3.85	%
Donald Gayhardt			357,913	(2)			1.46	%
John Gavin			1,249	(3)			*
Clive Kahn			1,249	(3)			*
David Jessick			4,582	(4)			*
Kenneth Schwenke			5,155	(5)			*
Other Named Executive Officers:
Randy Underwood			70,234	(6)			*
Paul Mildenstein			31,623	(7)			*
Sydney Franchuk			23,221	(8)			*
5% Stockholders:
Wellington Management Company, LLP			2,977,275	(9)			12.32	%
All directors and executive officers as a group (15 persons)			1,543,142	(10)			6.30	%

EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION

Executive Officers

     Our executive officers, as of October 10, 2007, including their respective ages and positions, are set forth below:

Name		Age		Position
Jeffrey A. Weiss		63		Chairman of the Board and Chief Executive Officer
Donald Gayhardt		43		President, Secretary and Director
Randy Underwood		57		Executive Vice President and Chief Financial Officer
Norman Miller		46		Executive Vice President and Chief Operating Officer
Sydney Franchuk		55		Executive Vice President and Chairman – National Money Mart
Patti Smith		41		Senior Vice President — North American Operations
Paul Mildenstein		45		Senior Vice President — United Kingdom Operations
Roy Hibberd		55		Senior Vice President and General Counsel
Peter Sokolowski		46		Senior Vice President of Finance and Chief Credit Officer
William Athas		45		Senior Vice President of Finance and Corporate Controller
Melissa Soper		41		Senior Vice President of Corporate Administration

     The following are biographical summaries of our executive officers. The summaries for Messrs. Weiss and Gayhardt appear in the section of this proxy statement entitled “Directors Whose Terms Do Not Expire at Annual Meeting.”

     Randy Underwood has served as our Executive Vice President and Chief Financial Officer since June 2004. Previously, Mr. Underwood served for three years as Senior Vice President, Global Finance and Administration and Chief Financial Officer for The Coleman Company, Inc. Prior to his tenure at The Coleman Company, Mr. Underwood held senior executive positions with Strategic Development Partners, Inc. from 1999 through 2000 and with Thorn Americas, Inc., the parent company of Rent-A-Center, Inc., including Senior Vice President and Chief Financial Officer and Division President, from 1988 through 1998. Earlier in his career, he practiced as a Certified Public Accountant with the firm of Peat, Marwick, Mitchell and Co.

     Norman Miller has served as our Executive Vice President and Chief Operating Officer since April 2007. Previously, Mr. Miller was employed by Aramark, Inc., as Group President Sports & Entertainment from 2002 to 2006 and as President Correctional Services from 1998 to 2001.

     Sydney Franchuk, our Executive Vice President and Chairman-National Money Mart has served in this capacity since January 2007. Mr. Franchuk served as President of our North America operations from November 1997 until January 2007. Previously, Mr. Franchuk held the position of Vice President of Finance and Administration for National Money Mart Co. and Check Mart, an affiliated company in the United States. Prior to joining us in 1985, Mr. Franchuk was a public accountant with Woods & Company and Ernst & Young LLP Chartered Accountants and is a Certified Management Accountant.

     Patti Smith has served as our Senior Vice President — North American Operations since January 2007. From October 2004 until January 2007 Ms. Smith served as our Senior Vice President of Operations for the

Canadian and US divisions. From October 1999 until October 2004 Ms. Smith served as our Vice President of Operations in the Canadian division. Ms. Smith joined the company in January of 1993.

     Paul Mildenstein, our Senior Vice President-United Kingdom Operations, has served in this capacity since June 2005. Previously, Mr. Mildenstein served for two years as Managing Director of Musgrave (UK) Ltd. where he developed the strategy to franchise the corporate store business. Prior to his tenure at Musgrave (UK) Ltd., Mr. Mildenstein held the position of Group Operations Director at T&S Stores Plc.

     Roy W. Hibberd has served as our Senior Vice President, General Counsel since July 2005. Prior to joining us, Mr. Hibberd served as a Managing Director of Smooth Engine, Inc., a consulting company and as a Managing Director of Millennium Services Corp., a franchise and business consulting firm, from July 2002 to July 2005. From 2000-2002, he served as the General Counsel and Managing Director (US) for the United States operations of Virtual Internet, plc, a London based public company providing internet services and from 1996-1999 as the Vice President and General Manager, The Americas of the American Express Company.

     Peter Sokolowski has served as our Senior Vice President of Finance and Chief Credit Officer since January 2007. Mr. Sokolowski previously was our Vice President and Chief Credit Officer and he served as our Vice President Finance from 1991 to 2002. He joined the company in 1991. Prior to joining us, Mr. Sokolowski worked in various financial positions in the commercial banking industry.

     William Athas has served as our Senior Vice President of Finance and Corporate Controller since January 2007. Previously, he was our Vice President, Finance and Corporate Controller and joined the Company in 2000. Prior to joining us, he was the divisional controller of Timet, a titanium metals company from December 1998 until January 2000. Mr. Athas worked at Asarco, Inc., a non-ferrous metals company, from 1987 to 1998, where he was the assistant corporate controller. He attained his CPA certification in 1989.

     Melissa Soper has served as our Senior Vice President of Corporate Administration since July, 2007. Previously, Ms. Soper served as our Vice President and General Manager-We the People Division from July, 2005 until July, 2007 and previously served from October, 1996 through July, 2005 as Vice President, Corporate Human Resources with overall responsibility for development of our global human resources department and for compliance with state and federal labor laws.

Compensation Discussion and Analysis

     As a global provider of financial products and services to the under-banked community, the value we deliver to customers and shareholders depends in large part upon the quality of our people. Our business model is based on our ability to both attract new customers and maintain relationships with existing customers and, to maintain our strong mission, customer focus, and entrepreneurial spirit. As with all of our employees, the recruitment, retention and motivation of our executive officers are critical factors to our business success. We believe that the senior leadership provided by our Chairman and Chief Executive Officer, our Chief Financial Officer, as well as the other individuals included in the “Summary Compensation Table” below, whom we refer to in this proxy statement as our named executive officers, is the cornerstone to successfully implementing and achieving our strategic plans. Through the following questions and answers we will explain all material elements of our executive compensation programs:

o

What are the objectives of our executive compensation programs?

     Our compensation philosophy is to provide a strong focus on overall company financial performance, business development and creation of shareholder value. As a growth-oriented and entrepreneurial company, our executive compensation programs are designed to strongly align compensation with corporate performance and the creation of shareholder value. We also seek to compensate our executives at levels that are competitive with peer companies in order to attract, retain and motivate superior quality and highly experienced executives. Accordingly, our executive compensation programs emphasize variable pay in the form of annual and long-term incentive programs which tie a significant portion of an executive’s compensation to our success in achieving key strategic and financial goals.

     For our fiscal 2008 executive compensation programs, our compensation committee retained an independent consultant, Radford Surveys and Consulting, which we refer to as Radford, to gather data regarding the types and amount of compensation that our industry peer companies and other international retail and consumer companies from which we recruit pay their executives and other key employees. Radford assisted our compensation committee in the review of relevant data and determination of appropriate executive compensation levels, which we refer to as the Executive Compensation Review. This review provides us with valuable data regarding the compensation level and practices of our peer and other targeted companies, which, in turn, assists us in setting compensation levels at competitive levels.

     For fiscal 2008, we selected a group of peer companies that include both financial services and broader consumer/retail services peers. We have expanded our peer group to include broader consumer/retail services peers, as we have found that we need to pay ahead of our core industry to attract the quality of talent with international experience from these other industries to grow our business both domestically and internationally. Using our financial service peers, our compensation committee assessed the competitive marketplace for companies generally in our industry. Our compensation committee felt that given our retail focus, international operations and growth strategy, it has more sophisticated management needs than its financial services peers. Accordingly, after reviewing the types of companies from which several of our executives were recruited recently, our compensation committee concluded that a broader consumer/retail services peer group is more representative of the caliber of executive talent needed to manage a high growth, multi-location and multi-national business.

     We set annual compensation for fiscal 2008 based, in part, on a detailed report from Radford that we received in June 2007. In this report, Radford:

	•		described the compensation elements and practices of the peer companies selected by our compensation committee (identified below);
	•		compared the compensation levels of each of our named executive officers and certain other executives with those of our peers; and
	•		recommended various long-term incentive vehicles for consideration.

     Our Chairman and Chief Executive Officer and our Chief Financial Officer provided our compensation committee with:

	•		an assessment of each other named executive officer’s performance contributions for the prior year as well as sustained performance contributions over a number of years; and
	•		significant changes in responsibilities delegated to each other named executive officer during the year.

     Our compensation committee considered this information in each instance, and discussed the data and recommendations referenced above with our Chairman and Chief Executive Officer and our Chief Financial Officer and representatives from Radford with respect to senior executives’ base pay increases and our annual cash bonus and long-term incentive programs. Our compensation committee considered all of the inputs described above as well as additional factors such as retention issues, our short and long-term performance goals and our overall compensation philosophy, and presented its recommendations to our board of directors, which we refer to in this proxy statement as our board, for each element of compensation then being considered. Based on the empirical compensation data gathered during the Executive Compensation Review and the compensation philosophy and objectives communicated by our compensation committee, our board discussed, considered and approved these recommendations.

     With respect to the compensation of our Chairman and Chief Executive Officer, our compensation committee is responsible for reviewing and approving the goals and objectives relating to our Chairman and Chief Executive Officer’s compensation, evaluating the performance of our Chairman and Chief Executive Officer in light of such goals and objectives, and setting our Chairman and Chief Executive Officer’s compensation level, perquisites and other benefits based on this evaluation.

o

What are the principal components of our executive compensation program?

     Our executive compensation programs consist of three key elements: (i) base salary; (ii) performance-based annual bonus, payable in cash; and (iii) long-term incentive compensation, which for fiscal 2007 included grants of restricted shares of our common stock, options to purchase our common stock and non-elective deferred compensation, and, which for fiscal 2008 will include grants of restricted stock units, long-term cash incentives and non-elective deferred compensation. Generally, as an executive’s responsibilities increase, our compensation committee allocates a greater portion of his or her total compensation potential from fixed components such as base salary to variable components such as annual bonus and long-term incentive compensation. We believe this allocation approach reflects our pay-for-performance compensation philosophy because of the greater influence that most of our senior executives have on our annual and long-term business results. Each of these principal components is described in more detail below.

     Base Salary: We use base salary as a significant retention tool that provides executives with a base level of income. Prior to fiscal 2008, base salary determinations for our named executive officers took into account many factors, including:

	•		the depth and breadth of an individual’s past business experience;
	•		the individual’s current and historical performance and contribution to us;
	•		the individual’s future potential with us;
	•		the individual’s role and unique skills;
	•		consideration of external market data relating to compensation for similar positions at peer companies, adjusted for the scope of responsibilities and the uniqueness of the role; and
	•		subjective positional performance criteria.

     In addition to the factors described above, the compensation committee also considered the findings of the Executive Compensation Review in making its base salary determinations for fiscal 2008. Consistent with our

compensation objectives of attracting and retaining top executive talent, we believe that the base salaries of our named executive officers should be set at levels which, while not always leading our peer group, are strongly competitive with our peer group. As such, our compensation committee, Chairman and Chief Executive Officer and Chief Financial Officer determined that the appropriate base salary target for our named executive officers should be the 50^th percentile of all selected peers, with the ability to move to approximately the 60^th percentile based on the depth and breadth of the business experience of the individual executive and the importance of the position within our organization. Given our international business model, we target executive talent with large, international public company experience, and prefer executive talent with substantial consumer retail experience. Therefore, we consider benchmarking against the consumer/retail services industries to be more relevant than specialized financial services companies. We have found that benchmarking our executive pay to this broader industry group has enabled us to attract and retain the highest caliber executives from that group.

     Based upon the peer group review, it was determined that the base salaries of Messrs. Underwood and Mildenstein were below the targeted percentile, and, after taking into account their respective roles and levels of responsibility within our organization as well as their expected contributions to our long-term business strategies and objectives, our compensation committee determined that increases in their fiscal 2008 base salaries were needed to narrow the gap between each of their current base salaries and the base salary at the targeted percentile of our peer group. We recently entered into a new employment agreement with Mr. Weiss. Mr. Weiss’ new employment agreement provides for an increase in base salary as discussed in more detail below under the heading “New Employment Agreement with our Chairman and Chief Executive Officer.”

     We did not increase Mr. Franchuk’s base salary for fiscal 2008 because he previously received a base salary adjustment during fiscal 2007. Mr. Franchuk was promoted to the position of Executive Vice President and Chairman-National Money Mart Company effective January 1, 2007 and his base salary was increased to C$400,000 to reflect the expanded responsibilities of his new position as well as past performance and market conditions.

     Based on the factors described above, our compensation committee approved the following changes to the annual base salary of our named executive officers, effective as of July 1, 2007:

		Fiscal				Fiscal				% Increase
Executive		2007 Salary				2008 Salary(1)				(Fiscal 2007 – 2008)
Jeffrey A.Weiss		$	775,000			$	850,000				9.7	%
Randy Underwood(2)		$	311,000			$	365,000				17.4	%
Donald Gayhardt(3)		$	475,000			$	475,000				—
Sydney Franchuk(4)		C	$400,000			C	$400,000				—
Paul Mildenstein		£	156,000			£	165,000				5.8	%

     Annual Bonus: Our annual bonus program, paid in cash, is referred to as our Key Management Bonus Program. This program was first implemented for the fiscal year ending June 30, 2005 and has been used in subsequent fiscal years with some modifications. Each of our named executive officers is eligible to receive a target annual cash incentive award, expressed as a percentage of his base salary, under the program. With the exception of Mr. Weiss and Mr. Gayhardt, whose target awards are dictated by their respective employment agreements, participants in the program fall within grade levels depending on position title, level of responsibility

and scope of duties. Generally, an executive’s target bonus opportunity increases as they progress in grade level. With regard to Mr. Franchuk, a portion of his fiscal 2007 annual award was pursuant to the plan with his target dictated by his position and a portion of his award was pursuant to his employment agreement with his target set forth for the remainder of fiscal 2007 therein.

     Each named executive officer’s annual bonus, other than Mr. Franchuk’s and Mr. Mildenstein’s, is determined solely based on the extent to which we achieve our consolidated targeted annual earnings before income taxes, depreciation and amortization, which we refer to as EBITDA. Mr. Franchuk’s and Mr. Mildenstein’s annual bonus is determined in part based on the extent to which his assigned business unit achieves its EBITDA target and in part based on the extent to which we achieve our consolidated EBITDA target. The annual bonus program is designed to be linked to the achievement of targeted EBITDA to motivate our named executive officers to improve our overall profitability.

     Fiscal 2007 Annual Bonuses for Named Executive Officers

Bonus Opportunity:

Executive		Base Bonus Opportunity as								Stretch Bonus Opportunity								Total Bonus Opportunity for
		a Percentage of Salary								as a Percentage of Salary								Fiscal 2007
		Business				Company				Business				Company								Amount
		Unit				Consolidated				Unit				Consolidated				% of Base				In Local
		EBITDA				EBITDA				EBITDA				EBITDA				Salary				Currency
Jeffrey A. Weiss			N/A				70	%			N/A				47.5	%			117.5	%		$910,625
Randy Underwood			N/A				60	%			N/A				60	%			120	%		$373,200
Donald Gayhardt			N/A				70	%			N/A				47.5	%			117.5	%		$558,125
Sydney Franchuk			39.0	%			16.9	%			28.0	%			28.0	%			111.9	%		C$377,500
Paul Mildenstein			37.5	%			12.5	%			25	%			25	%			100	%		GBP 156,000

Bonus Achieved:

Executive		Base Bonus Achieved as a								Stretch Bonus Achieved as a								Total Bonus Achieved for
		Percentage of Salary								Percentage of Salary								Fiscal 2007
						Company
		Business				Consolidated				Business				Company								Amount
		Unit				EBITDA				Unit				Consolidated				% of Base				In Local
		EBITDA				Results				EBITDA				EBITDA Results				Salary				Currency
Jeffrey A. Weiss			N/A				70	%			N/A				8.968	%			78.968	%		$612,003
Randy Underwood			N/A				60	%			N/A				26.904	%			86.904	%		$270,271
Donald Gayhardt			N/A				70	%			N/A				8.968	%			78.968	%		$375,099
Sydney Franchuk			39.0	%			16.9	%			7.497	%			12.539	%			75.936	%		C$256,370
Paul Mildenstein			37.5	%			12.5	%			10.506	%			11.210	%			71.716	%		GBP 111,877

     Other than as described above, the annual EBITDA targets are based on certain internal financial goals set in connection with the consideration and approval of our annual operating plan. These internal financial goals involve confidential strategic, commercial and financial information which, if disclosed, may result in competitive harm to us. However, we have found that the internal financial goals, although not guaranteed, were capable of being achieved if our named executive officers met or exceeded their individual objectives, if we performed according to our annual operating plan and if the assumptions in our annual operating plan proved correct.

     Final bonus payments are determined and paid after the completion of our fiscal year audit. On September 6, 2007, our board approved the payment of fiscal 2007 bonuses in accordance with the previously approved plan for our named executive officers other than Messrs. Weiss and Gayhardt and, as to a portion, Mr. Franchuk, and approved the fiscal 2007 bonus payments for Mr. Weiss and Mr. Gayhardt and, as to the remaining portion, Mr. Franchuk in accordance with their employment agreements. These amounts are set forth in the “Summary Compensation Table” below.

     Special Retention Bonus: In July 2007, our compensation committee and our board authorized the grant of special retention cash bonus awards to certain members of our management, including Randy Underwood (in an amount equal to $200,000) and Paul Mildenstein (in an amount equal to $150,000), two of our named executive officers, which we refer to in this proxy statement as the “Special Bonus Awards.” One-third of the Special Bonus Awards were vested and paid upon issuance, one-third will vest as of, and be paid on or about, June 30, 2008, and the remaining one-third will vest as of, and be paid on or about, June 30, 2009, subject to certain terms and conditions of each Bonus Award as set forth in the award letter for each recipient.

     Long-Term Incentive Compensation: Historically, our equity-based awards to executives have taken the form of restricted common shares or options to purchase our common stock under our 1999 stock incentive plan or our 2005 Stock Incentive Plan. Awards were recommended by our Chairman and Chief Executive Officer and compensation committee to our board and based on discretionary factors including but not limited to an executive’s position, level and breadth of responsibility, and significant contributions to us.

     For fiscal 2007, long-term incentives were provided to our named executive officers in the form of restricted shares, options, and/or contributions to the executive’s deferred compensation account as follows:

Executive		Restricted Shares				Options				Deferred Compensation
Jeffrey A. Weiss			4,757	(2)			0			$	150,000	(2)
Randy Underwood			5,000	(1)			20,000	(2)		$	100,000	(1)
Donald Gayhardt			11,893	(2)			0				0
Sydney Franchuk			4,000	(1)			17,500	(2)		$	75,000	(1)
Paul Mildenstein			4,000	(1)			17,500	(2)		$	75,000	(1)

     At the end of June 2007, our compensation committee approved the adoption of the long-term incentive program for fiscal 2008, which we refer to as the LTIP. The LTIP is intended to achieve the following objectives:

	•		to enhance our ability to attract and retain desired talent;
	•		to reward both achievement of annual goals as well as sustained performance over time;
	•		to align executives’ interests with shareholders’ interests;
	•		to limit shareholder dilution;
	•		to assist executives in planning for retirement.

     A number of alternatives were considered for the LTIP and after evaluating the various alternatives in light of our long-term incentive compensation objectives, the following three components were selected by our compensation committee:

	•		restricted stock units;
	•		long-term cash incentives; and
	•		non-elective deferred compensation contributions.

     Of our named executive officers, only Messrs. Underwood, Franchuk and Mildenstein participate in the LTIP.

     The program parameters for each of the three components are as follows:

     Restricted Stock Units: Awards for fiscal 2008 are effective July 1, 2007 and vest ratably on a quarterly basis over a three-year period beginning with the quarter ending September 30, 2007, thereby achieving a desired balance between short-term and long-term retention objectives for our key management and executives.

     Long-Term Cash Incentives: Awards for fiscal 2008 are effective July 1, 2007 and vest ratably on an annual basis over a three-year period, provided that we meet our strategic objectives as determined by our board for the fiscal year preceding each June 30 vesting date in the three year cycle.

     Non-Elective Deferred Compensation: Contributions for fiscal 2008 are effective July 1, 2007 and vest ratably on an annual basis over a three-year period, provided that we meet our strategic objectives as determined by our board for the fiscal year preceding each June 30 vesting date in the three year cycle.

     The compensation committee intends to review the LTIP each fiscal year to determine whether, and to what extent, awards under the LTIP will be granted in subsequent fiscal years.

     For fiscal 2008, Messrs. Underwood, Franchuk and Mildenstein received the following LTIP awards:

						Long-Term Cash				Non-Elective Deferred
Executive		Restricted Stock Units				Incentives				Compensation
Randy Underwood			14,000	(1)		$	200,000	(2)		$	100,000	(2)
Sydney Franchuk			8,000	(1)		$	120,000	(2)		$	60,000	(2)
Paul Mildenstein			8,000	(1)		$	120,000	(2)		$	60,000	(2)

     Deferred Compensation Plan

     Certain of our key executives, including our named executive officers, are eligible to participate in our executive non-qualified deferred compensation plan, which is referred to in this proxy as the Deferred Compensation Plan. The Deferred Compensation Plan provides participants with the opportunity to save and accumulate additional income on a pre-tax basis which otherwise would be lost under our tax qualified 401(k) plan on account of Internal Revenue Code provisions which limit the compensation that may be taken into account, and the benefits that may be accrued under, a qualified plan.

     Similar to a qualified 401(k) plan, the Deferred Compensation Plan enables participants to defer a percentage of their base salary and or bonus compensation and to choose how such deferred amounts are invested. Furthermore, as with our 401(k) plan, the Deferred Compensation Plan allows participants to earn a rate of return, based on the participant’s investment elections, on their account balance on a tax-deferred basis. In addition, the Deferred Compensation Plan offers the flexibility of saving for retirement or for a shorter period of time. From time-to-time, we may make discretionary contributions to the Deferred Compensation Plan on the executive’s behalf. These contributions are subject to vesting conditions as established by our board. In fiscal 2008, discretionary contributions to our named executive officers will be made pursuant to our LTIP, as described above.

     New Employment Agreement with our Chairman and Chief Executive Officer

     Following the completion of fiscal 2007, we entered into discussions with Mr. Weiss, our Chairman and Chief Executive Officer, regarding the renewal of his employment agreement, the term of which was to expire in

December 2007. In contemplation of these discussions, the compensation committee of the board engaged Frederic W. Cook & Co., Inc., which we refer to as Cook, a nationally recognized independent executive compensation consultant, to conduct an assessment of the competitiveness of the total compensation package for our Chairman and Chief Executive Officer. Cook provided our compensation committee with relevant market data based on our selected peer group, guidance to determine which compensation alternatives were available to the Company and assistance with the negotiation of Mr. Weiss’ new employment agreement. On October 5, 2007, we concluded our discussions with Mr. Weiss and entered into a new employment agreement with him.

     The compensation committee reviewed information provided by Cook, and considered its recommendations to determine the appropriate level and mix of fixed cash and incentive compensation for our Chairman and Chief Executive Officer. Based upon the overall compensation paid to chief executive officers of our peers, Mr. Weiss’ role and responsibilities, our success in meeting our financial goals during the period of time that Mr. Weiss has been our Chairman and Chief Executive Officer, including the appreciation of our common stock during such time, the board’s and the compensation committee’s assessment of Mr. Weiss’ individual performance, the length of Mr. Weiss’ employment by the Company, and Mr. Weiss’ prior compensation levels, our compensation committee determined that it would be appropriate to pay Mr. Weiss a targeted total annual compensation opportunity (based in part on Company performance) at the 62nd percentile compared to the chief executive officers of our selected peer group.

     Under the terms of his new employment agreement, Mr. Weiss will receive an annual base salary of $850,000 and an annual target bonus opportunity based on the achievement of overall corporate performance objectives, as determined by our compensation committee, equal to 100% of his base salary (with the ability to receive a maximum bonus of 150% of his base salary). In November of each year, Mr. Weiss will also be entitled to receive an annual equity award in the form of either options to purchase shares of our common stock or restricted shares of our common stock, as determined by our compensation committee in its discretion, in an amount equal to 100% of the annual bonus earned for the immediately preceding fiscal year. The number of options or restricted shares subject to this annual equity award will be determined by dividing the target dollar value to be granted by the fair value of the award, as determined in accordance with generally accepted accounting principles. The annual equity award will vest in equal annual installments over three years, subject to acceleration in the event Mr. Weiss’ employment is terminated without Cause, for Good Reason or as a result of his death, Disability or Retirement (all as further defined in his employment agreement). Mr. Weiss will receive his fiscal 2008 equity award on or about November 15, 2007. The number of shares of our common stock subject to this award will be determined in the manner described above, with reference to the annual bonus he earned for fiscal 2007, or $612,003. Notwithstanding the foregoing, we are only required to grant the equity award to the extent that, at the time of the grant, there are a sufficient number of shares authorized for issuance and permitted to be issued under an equity incentive plan that has been approved by our shareholders. If there are not sufficient shares so authorized or permitted to be issued, then we must make a grant up to the number of shares available and then award any remaining portion as soon as possible thereafter.

     In making its compensation decisions, our compensation committee compared the total target compensation opportunity against our selected peer group. In addition, our compensation committee believes that the mix between fixed cash compensation and variable performance-based compensation provided for in Mr. Weiss’ new employment agreement is consistent with our compensation objectives, namely, to align pay with corporate performance and the creation of stockholder value and to retain and motivate superior performance by compensating our Chairman and Chief Executive Officer at a level competitive with our selected peer group.

     In addition, in recognition of Mr. Weiss’ service on our board, including his service as Chairman, and in recognition of Mr. Weiss’ prior and future service to the company, Mr. Weiss will be entitled pursuant to the terms of his new employment agreement to receive a supplemental retirement benefit (which we refer to as the Capstone Award) of $300,000 per year, less applicable tax withholding, during his lifetime. Upon Mr. Weiss’ death, his spouse will be entitled to receive $150,000 per year, less applicable tax withholding, for her lifetime. The Capstone Award will become payable to Mr. Weiss (and/or his spouse) in the event his employment with us (i) terminates due to his Retirement (as further defined in his employment agreement), or (ii) is terminated without Cause, for Good Reason or as a result of his death or Disability. If a Change in Control occurs and the Capstone Award has already commenced, any unpaid Capstone Award shall be paid in the form of an actuarially equivalent lump sum within 60 days of such Change in Control. If upon a Change in Control the Capstone Award has not yet commenced, the Capstone Award will be paid in the form of an actuarially equivalent lump sum within 60 days of the date such benefit would have otherwise become payable. If prior to the occurrence of a Change in Control, Mr. Weiss terminates his employment with us without Good Reason (provided that such termination is

not by reason of his Retirement) or we terminate his employment for Cause, neither Mr. Weiss nor his spouse will be entitled to receive any Capstone Award. Based on Cook’s assessment of the competitiveness of the total compensation package offered to Mr. Weiss compared to that of the chief executive officers of our selected peer group, our compensation committee believed that it was important to provide Mr. Weiss with this supplemental retirement benefit.

     Under Mr. Weiss’ new employment agreement, we will continue to provide him with health, welfare and tax qualified retirement benefits generally available to our other senior management employees and, in addition: (i) a monthly auto allowance, (ii) reimbursement of up to $100,000 annually for the payment of premiums for a life insurance policy on Mr. Weiss of which his designees are the beneficiaries, (iii) reimbursement of tax and financial planning costs, not to exceed $10,000 annually, (iv) uninsured medical and dental costs, not to exceed $15,000 annually, and (v) five weeks paid vacation.

     In addition to the changes described above, Mr. Weiss’ new employment agreement provides for certain payments upon a termination of employment and a change in control, as discussed in more detail below under the heading “Potential Payments upon Termination or Change in Control.”

o

What do we seek to reward and accomplish through our executive compensation programs?

     We believe that our compensation programs, collectively, should enable us to attract, retain and motivate high quality executives with international experience. We provide annual bonus awards primarily to motivate key employees to meet business unit and corporate annual performance targets that take into account and enhance our performance. We evaluate our performance by reference to our annual performance targets as compared to our annual internal EBITDA goals. We design long-term incentive awards primarily to retain as well as to motivate and reward key employees over longer periods, generally ranging up to three years. Through vesting and forfeiture provisions that we include in annual awards of stock options, restricted stock and restricted stock units, long-term cash incentives and deferred compensation, we provide an additional incentive to executives to act in furtherance of our long-term and our shareholder’s interests.

o

Why have we selected each principal component of our executive compensation programs?

     We have selected programs that we have found are commonly used by international public companies, both within and outside of our industry, because we have found commonly used programs are well understood by our shareholders, our executives, executives we seek to hire and analysts and credit rating agencies. Moreover, we selected each program only after we first confirmed, with the assistance of outside professional advisors, that the program comports with settled legal and tax rules.

o

How do we determine the amount of each principal component of compensation to our executives?

     Our compensation committee exercises judgment and discretion in setting compensation for our senior executives only after it has first reviewed industry data and peer company practices, addressed targeted compensation with an independent compensation consultant, evaluated the recommendations of our Chairman and Chief Executive Officer and evaluated our corporate performance. Our compensation committee has generally attempted to set our executive compensation as a whole within the middle range of comparative pay at peer group companies as described in more detail below under the heading “To what extent do we benchmark total compensation and material elements of compensation and what are the benchmarks that we use?”

     We are currently parties to historical employment agreements with our Chairman and Chief Executive Officer, and President, which provide that their target annual bonus percentage is at a fixed rate agreed between the parties, and therefore, this component cannot be reduced at the discretion of our compensation committee. See “Employment Agreements” below for a discussion of each of these employment agreements.

o

What specific items of corporate performance do we take into account in setting compensation policies and making compensation decisions?

     Historically, achievement of our targeted EBITDA at the consolidated and business unit levels have been the primary incentive targets under our annual bonus and long-term incentive compensation programs. For purposes of determining whether annual EBITDA targets have been achieved, our compensation committee may make adjustments to our EBITDA results in any objective manner it deems appropriate in its discretion to take into account the impact of extraordinary non-recurring events such as a significant investment, disposition or acquisition.

     Additionally, under our fiscal 2008 LTIP awards, we will make payments for the long-term cash and deferred compensation components only if we meet certain strategic objectives for each applicable year as determined by our board.

o

What factors do we consider in decisions to increase or decrease compensation materially?

     As stated above under the heading “How do we determine the amount of each principal component of compensation to our executives,” we have contractual commitments with each of the named executive officers to pay a rate of base salary and annual target bonus mutually agreed upon as a result of the arms length negotiation of each named executive officer’s employment agreement with us, thereby limiting our ability to decrease those components of their compensation during the respective terms of their employment agreements. The factors that we consider in decisions to increase compensation include the individual performance of the executive, our corporate performance and the annual benchmarking initiatives as discussed throughout this Compensation Discussion and Analysis.

o

How do accounting considerations impact our compensation practices?

     Prior to implementation of a compensation program and awards under the program, we evaluate the cost of the program and awards in light of our current performance and anticipated budgeted performance. We also review the design of compensation programs to assure that the recognition of expense for financial reporting purposes is consistent with our financial modeling. We designed our fiscal 2007 and fiscal 2008 programs so that overall costs fell within a budgeted dollar amount and, that the awards under those programs would be accounted for under standards governing equity-based arrangements and, more specifically, so that they would be afforded fixed treatment under those standards.

o

How do tax considerations impact our compensation practices?

     Prior to our implementation of a compensation program and awards under the program, we evaluate the Federal and international income tax consequences, both to us and to our executives, of the contemplated program and awards. Before approving a program, our compensation committee receives an explanation from our outside professionals as to the tax treatment of the program and awards under the program, and assurances from our outside professionals that the tax treatment should be respected by taxing authorities.

     Section 162(m) of the Internal Revenue Code limits our tax deduction each year for compensation to each of our Chairman and Chief Executive Officer and our four other highest paid executive officers to $1 million unless, in general, the compensation is paid under a plan that is performance-related, non-discretionary and has been approved by our shareholders. Our compensation committee monitors, and will continue to monitor, the effect of Section 162(m) on our compensation programs; however, given our significant net operating losses, we have not attempted to structure compensation to be fully deductible under Section 162(m). We do, and will continue to in the future, structure our executive compensation programs in a manner that is consistent with our compensation philosophy and objectives.

     We adopted our Deferred Compensation Plan primarily for our U.S. executives to provide them with an opportunity to save for the future without paying a current tax on the deferred amounts.

o

Why have we entered into agreements with executive officers that provide for post-employment payments following a change-in-control?

     We have found it is in our best interest to have agreements with our senior executives to assure that we will have the continued dedication and objectivity of those individuals, notwithstanding the possibility, threat or

occurrence of a change in control. The agreements with our Chairman and Chief Executive Officer, President, Chief Financial Officer, and Chairman of National Money Mart Company provide for post-employment payments following a change in control as described in the “Payments upon Termination of Employment and Change in Control” section below.

     At a meeting of our board held on June 28, 2007, our compensation committee recommended and our board approved additional severance provisions applicable to Mr. Mildenstein under our Severance Pay Plan. This plan conditions Mr. Mildenstein’s entitlement to severance following a change of control upon a so-called “double trigger.” Under a double-trigger, Mr. Mildenstein will become entitled to severance only if, within a specified period following the change of control, the terms of his employment are adversely changed or he is terminated without cause. In that event, he will be entitled to receive twelve months of base salary; the equivalent of twelve months of bonus, under the Key Management Bonus Program; and all of his equity awards will become fully vested. Additionally, in the event of his termination without cause (not in connection with a change of control) or termination due to death or disability, he will be entitled to receive six months of base salary and the equivalent of six months of bonus under the Key Management Bonus Program.

o

To what extent do we benchmark total compensation and material elements of compensation and what are the benchmarks that we use?

     As discussed previously, in setting compensation for our named executive officers for fiscal 2008, our compensation committee compared the elements of total compensation to compensation provided by peer groups of industry, and financial services and broader consumer/retail services peers, preferably with international operations. Our compensation committee used peer group data primarily as a frame of reference to set executive compensation as a whole within the middle range of comparative pay at the peer group companies. As described above, for fiscal 2008, our compensation committee selected both industry and financial services peers, and broader consumer/retail services peers as we have found that such companies are frequently more reflective of the companies with which we compete for executive talent than our industry peers. These peer companies are listed in alphabetical order below:

Industry Peers		Financial Services Peers		Retail Peers
Aaron Rents, Inc *		Coinstar, Inc.		American Eagle Outfitters, Inc.
Advance America*		Compucredit Corporation*		Applebee’s International, Inc.
Cash America International,		eFunds Corporation		Cheesecake Factory, Inc.
Inc.*		Euronet Wordwide, Inc.		Denny’s Corp.
EZCorp, Inc.*		Global Cash Access Holdings, Inc.		Dick’s Sporting Goods, Inc.
First Cash Financial Services		Global Payments, Inc.		O’Reilly Automotive, Inc.
Inc.*		Jackson Hewitt Tax Services, Inc.*		Payless Shoe Source, Inc.
Rent-A-Center*		MoneyGram International, Inc.*		Ruby Tuesday, Inc.
		Ocwen Financial Corp.

o

Do we have a policy regarding the recovery of awards or payments if corporate performance measures upon which awards or payments are based are restated or adjusted in a manner that would reduce the size of an award or payment?

     We have not adopted a policy that provides for recovery of an award if a performance measure used to calculate the award is subsequently adjusted in a manner that would reduce the size of the award. Although we have not previously experienced any such restatements or adjustments, if we were to experience such an adjustment, our compensation committee would assess the circumstances relating to the adjustment and take such actions as it believes to be appropriate.

o

What is the role of our executive officers in the compensation process?

     Our compensation committee meets periodically with our Chairman and Chief Executive Officer and our Chief Financial Officer to address executive compensation, including the rationale for our compensation programs and the efficacy of the programs in achieving our compensation objectives. Our compensation committee invites representatives of an independent compensation consulting firm (Radford) to join pertinent meetings and occasionally requests one or more members of senior management to participate in certain meetings. Through

these meetings our compensation committee directs senior management and the compensation consultant to provide industry data, including levels and forms of compensation provided at peer companies, and legal, tax and financial analyses and counsel. Our compensation committee also relies on senior management to evaluate compensation programs to assure that they are designed and implemented in compliance with laws and regulations, including SEC reporting requirements. Our compensation committee principally relies on the recommendations of our Chairman and Chief Executive Officer regarding the performance of his direct reports. At meetings held in June 2007, our compensation committee received recommendations from our Chairman and Chief Executive Officer regarding salary adjustments and long-term incentive awards for our executive officers other than himself. Our compensation committee accepted these recommendations after concluding that the recommendations comported with our compensation committee’s objectives and philosophy and it’s evaluation of our performance, and industry and other supporting data.

Compensation Committee Report

     Our compensation committee has reviewed and discussed the Compensation Discussion and Analysis with our management and, based on the review and discussion, recommended to our board that the Compensation Discussion and Analysis be included in this proxy statement and thereby incorporated by reference into our Annual Report on Form 10-K. The board accepted the compensation committee’s recommendation. This report is made by the undersigned members of the compensation committee:

Kenneth Schwenke (Chair)
John Gavin

     Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act or the Exchange Act that might incorporate this proxy statement or future filings with the SEC, in whole or in part, the above report shall not be deemed to be “soliciting material” or “filed” with the SEC and shall not be deemed to be incorporated by reference into any such filing.

Compensation Committee Process and Procedures

     Our compensation committee’s charter has been approved by our board upon the recommendation of our corporate governance and nominating committee. Our compensation committee and corporate governance and nominating committee review the charter no less frequently than annually. Under its charter, our compensation committee’s responsibilities include:

•		Review and approve our goals and objectives relating to the Chairman and Chief Executive Officer’s compensation, evaluate the performance of the Chairman and Chief Executive Officer in light of such goals and objectives, and set the Chairman and Chief Executive Officer’s compensation level, perquisites and other benefits based on this evaluation.
•		In consultation with our Chairman and Chief Executive Officer, review and approve the compensation, perquisites and other benefits (including, but not limited to, (i) annual base salary level, (ii) annual incentive compensation, (iii) long-term incentive compensation, (iv) employment, severance and change-in-control agreements, if any, and (v) retirement benefits, if any) for each of our executive officers, including the named executive officers, in each such case taking into account the recommendations of the Chairman and Chief Executive Officer and such other information as the compensation committee believes appropriate.
•		Periodically review and approve new compensation programs for our executive officers; review annually our executive compensation programs to determine whether they are properly coordinated and achieving their intended purposes; and establish and periodically review policies for the administration of executive compensation programs.
•		Review and recommend to our board the appropriate structure and amount of compensation for the non-employee directors.
•		Establish and periodically review policies in the area of senior management perquisites.

•		Review and approve material changes in our employee benefit plans; establish criteria for the granting of options and other stock-based awards to our executive officers and other employees and review and approve the granting of options and other stock-based awards to our executive officers, including administering our 1999 stock incentive plan, our 2005 Stock Incentive Plan, our 2007 equity incentive plan and any other incentive-compensation plans, equity-based plans and deferred compensation plans; and administer our incentive and equity-based plans and programs.
•		Review and approve the terms of any employment agreement executed by us with an executive officer, including any of our named executive officers.
•		Exercise sole authority to retain, and terminate, any third party consultants to assist in the evaluation of director, Chairman and Chief Executive Officer or executive compensation and exercise sole authority to approve such consultant’s fees and other retention terms.
•		The compensation committee will annually evaluate its own performance.
•		Review the Compensation Discussion and Analysis, which we refer to as the CD&A, section to be included in our annual proxy statement or other report or filing, discuss the CD&A with our management, and recommend to our board that the CD&A be included in our annual report on Form 10-K and/or proxy statement.

     In the questions and answers set forth above under the caption “Compensation Discussion and Analysis” we have addressed the role of executive officers in the executive compensation process. See the question “What is the role of our executive officers in the compensation process?” With respect to compensation of directors, the role of our executive officers is limited to furnishing such industry data, summaries and legal and financial analyses as the compensation committee requests from time to time.

     Our compensation committee has engaged Radford to provide it with peer group and industry compensation data and advice on compensation best practices. The instructions given by our compensation committee to Radford will vary yearly but typically will include a request: (i) that the firm prepare an executive compensation peer group analysis that covers our senior executives, (ii) that the firm compile current data with regard to industry compensation trends and practices and (iii) for a recommendation as to ranges for base salary, annual incentives and long-term incentives for executives officers and directors. Pursuant to the terms of its engagement by our compensation committee, Radford is directed to recommend programs that are fair, reasonable and balanced and designed to attract, retain, motivate and reward executives for performance, while closely aligning the interests of executives with those of shareholders.

Summary Compensation Table

     The following table sets forth summary information concerning compensation of our principal executive officer and principal financial officer and each of the next three most highly compensated current executive officers whose total compensation (excluding any compensation as a result of a change in pension value and non-qualified deferred compensation earnings) exceeded $100,000 during fiscal 2007. We refer to these persons in this proxy statement as our named executive officers.

																						Non-Equity				All Other
Name and														Stock				Option				Incentive Plan				Compensation
Principal Position		Year				Salary ($)				Bonus ($)				Awards ($)(2)				Awards ($)(3)				Compensation ($)				($)(9)				Total ($)
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(i)				(j)
Jeffrey A. Weiss, Chairman of the Board and Chief Executive Officer			2007			$	775,000	(1)			—			$	34,076				—			$	662,003	(4)		$	111,951			$	1,583,030
Randy Underwood, Executive Vice President and Chief Financial Officer			2007			$	311,000	(1)			—			$	51,784			$	100,799			$	295,271	(5)		$	82,907			$	841,761
Donald Gayhardt, President, Secretary and Director			2007			$	475,000	(1)			—			$	85,194				—			$	375,099	(6)		$	12,642			$	947,935
Sydney Franchuk, Executive Vice President and Chairman- National Money Mart Company			2007			$	298,207			$	108,488			$	96,984			$	88,199			$	317,384	(7)		$	39,502			$	948,764
Paul Mildenstein, Senior Vice President-United Kingdom Operations			2007			$	301,610				—			$	45,664			$	143,423				241,303	(8)		$	44,082			$	776,082

										Discretionary
										Deferred
		401(k)				Retirement Plan				Compensation				Life
Name		Match				Contributions				Contributions				Insurance*				Perquisites**
Jeffery A. Weiss		$	8,355				—				—			$	29,845			$	73,751
Randy Underwood		$	4,932				—			$	2,567				—			$	75,408
Donald Gayhardt		$	3,355				—			$	4,145				—			$	5,142
Sydney Franchuk			—			$	29,691	@			—				—			$	9,811
Paul Mildenstein			—			$	15,081	#			—				—			$	29,001

						Country				Housing				Benefits				Personal
Name		Automobile (a)				Club (b)				Allowance (c)				Allowance				Expenses (e)
Jeffery A. Weiss		$	7,350			$	38,110			$	—			$	—			$	28,291
Randy Underwood			21,500				—				28,500				25,408				—
Donald Gayhardt			5,142				—				—				—				—
Sydney Franchuk			9,811				—				—				—				—
Paul Mildenstein			29,001				—				—				—				—

Grants of Plan Based Awards

     The following table sets forth information regarding grants of plan based awards to our named executive officers for the year ended June 30, 2007 and representing the threshold, target and maximum payouts designated under our annual bonus plans discussed above under “Compensation Discussion and Analysis”.

																														All Other				All Other
																														Stock				Option				Exercise
																														Awards:				Awards:				or Base				Grant Date
																														Number of				Number of				Price of				Fair Value
																														Shares of				Securities				Option				of Stock
		Grant				Estimated Future Payments Under												Estimated Future Payouts Under												Stock				Underlying				Awards				and Option
Name		Date				Non-Equity Incentive Plan Awards (1)												Equity Incentive Plan Awards												or Units (#)				Options (#)(3)				($/Sh)				Awards(4)
						Threshold				Target				Maximum				Threshold				Target				Maximum
						($)				($)				($)				(#)				(#)				(#)
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)				(j)				(k)				(l)
Jeffrey A.Weiss			7/1/06			$	271,250			$	542,500			$	910,625				—								—				—				—				—				—
			9/27/06				—				—				—				—				—				—				4,757	(5)			—				—			$	102,225
Randy Underwood			7/1/06			$	93,300			$	186,600			$	373,200				—				5,000	(6)			—				—				—				—				—
			9/8/06				—				—				—				—				—				—				—				20,000			$	19.80			$	204,900
Donald Gayhardt			7/1/06			$	166,250			$	322,500			$	558,125				—								—				—				—				—				—
			9/27/06				—				—				—				—				—				—				11,893	(5)			—				—			$	255,581
Sydney Franchuk			7/1/06			$	83,409			$	166,817			$	333,635				—				4,000	(6)			—				—				—				—				—
			9/8/06				—				—				—				—				—				—				—				17,500			$	19.80			$	179,288
			4/9/07				—				—				—				—				—				—				10,000	(2)			—				—			$	256,600
Paul Mildenstein			7/1/06			$	75,403			$	150,805			$	301,610				—				4,000	(6)			—				—				—				—				—
			9/8/06				—				—				—				—				—				—				—				17,500			$	19.80			$	179,288

Narrative Disclosure Relating to Summary Compensation Table and Grants of Plan-Based Awards Table

     As required by SEC disclosure rules, the “Summary Compensation Table” and the “Grants of Plans-Based Awards Table” above both reflect not only compensation earned and paid in fiscal 2007, but also amounts representing the opportunity to earn future compensation under performance-driven compensation incentives that may be forfeited based on future performance and/or time vesting. As a result of mixing compensation earned/paid and contingent compensation, the “total” shown in the “Summary Compensation Table” includes amounts that the named executives may never receive.

     We have current employment agreements with each of our named executive officers. The material terms of each employment agreement are summarized below, except that termination payments provided under each agreement are summarized below under the heading “Potential Payments Upon Termination or Change of Control.” In addition, pursuant to each employment agreement, each named executive is eligible to receive annual cash incentive awards if performance objectives established by our board and/or compensation committee are met and to receive future equity grants under such long-term incentive programs as we may maintain from time to time. These employment agreements also include certain other customary benefits, including participation in all employee compensation plans and welfare benefit plans and personal benefits, as described in the “Compensation Discussion and Analysis.”

     Jeffrey A. Weiss

     As discussed more fully above in the section titled “Compensation Discussion and Analysis,” following the completion of fiscal 2007, we entered into a new employment agreement with Mr. Weiss, our Chairman and Chief Executive Officer. Mr. Weiss’ prior employment agreement, which was entered into on December 19, 2003, was set to expire on December 19, 2007. The initial term of Mr. Weiss’ new employment agreement expires on December 31, 2010 after which time it will renew for successive one-year periods unless either party provides a notice of nonrenewal. The material terms of Mr. Weiss’ new employment agreement are discussed in detail above in the section titled “Compensation Discussion and Analysis” under the heading “New Employment Agreement with our Chairman and Chief Executive Officer.”

     Under the terms of his prior employment agreement, Mr. Weiss was entitled to receive a minimum base salary of $675,000, subject to annual increases at the discretion of our board, and an annual bonus of up to 117.5% of his base salary for the applicable fiscal year, if our specified EBITDA targets, as determined by our board, were achieved for that year. The amounts shown in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the “Summary Compensation Table,” above, reflect the amounts owed to Mr. Weiss under the terms of his prior agreement.

     Randy Underwood

     We entered into a new employment agreement with Mr. Underwood on April 9, 2007, that provides for his continued employment as our Executive Vice President and Chief Financial Officer. Under his agreement, Mr. Underwood will receive an annual base salary of at least $311,000, subject to annual increases at the discretion of our board, and an annual target bonus of up to 120% of his base salary for the applicable fiscal year, if specified business unit and corporate performance goals, as determined by our board or compensation committee, are met for that year.

     Donald Gayhardt

     We entered into an employment agreement with Mr. Gayhardt on December 19, 2004, that provided for employment as our President. The initial term of Mr. Gayhardt’s employment agreement expires on December 19, 2007, after which time it will renew for successive one-year periods unless either party provides a notice of nonrenewal. Under his agreement, Mr. Gayhardt will receive an annual base salary of at least $400,000, subject to annual increases at the discretion of our board, and an annual bonus of up to 117.5% of his base salary for the applicable fiscal year, if our specified EBITDA targets, as determined by our board, are achieved for that year.

     Mr. Gayhardt’s employment agreement was subsequently amended on April 9, 2007 in order to provide him with certain additional severance benefits as discussed more fully below under the heading “Potential Payments Upon Termination or Change of Control.”

     Sydney Franchuk

     On April 9, 2007, Mr. Franchuk and National Money Mart Company, one of our wholly-owned subsidiaries (which we refer to as National Money Mart), entered into an employment agreement. Mr. Franchuk’s agreement provides that he will serve as the Chairman of National Money Mart and as one of our Executive Vice-Presidents. Prior to this agreement, Mr. Franchuk served as a President of National Money Mart and as one of our Senior Vice-Presidents. The initial term of Mr. Franchuk’s agreement expires on June 30, 2009, after which time it

will renew for successive one-year periods unless either party provides a notice of nonrenewal. Under his agreement, Mr. Franchuk will receive an annual base salary of $400,000 Canadian dollars and an annual target bonus of no less than 60% of his base salary for the applicable fiscal year, if specified business unit and corporate performance goals, as determined by our board or compensation committee, are met for that year. In addition, under his agreement, Mr. Franchuk received a one-time cash bonus of $125,000 Canadian dollars and was issued 10,000 restricted shares of our common stock, which vest ratably over the 30 month period commencing January 1, 2007.

     Paul Mildenstein

     We entered into a service agreement with Mr. Mildenstein on April 4, 2005, that provided for his employment as Senior Vice President-United Kingdom Operations. Under that agreement, Mr. Mildenstein was entitled to receive an annual base salary of no less than £150,000 and an annual bonus of up to 100% of his base salary for the applicable fiscal year, if specified business unit and corporate performance goals, as determined by our board or compensation committee, are met for that year.

     Mr. Mildenstein’s service agreement was subsequently amended on September 11, 2007. His amended service agreement contains terms that are substantially similar to his prior service agreement but provides him with certain additional severance benefits as discussed more fully below under the heading “Potential Payments Upon Termination or Change of Control.”

Outstanding Equity Awards at Fiscal Year-End

     The following table sets forth unexercised stock options, stock that has not yet vested and equity incentive plan awards outstanding as of June 30, 2007 for each of our named executive officers.

		Option Awards																				Stock Awards
																																		Equity
																																		Incentive
																																		Plan
																														Equity				Awards:
										Equity																				Incentive				Market or
										Incentive																				Plan				Payout
										Plan																Market				Awards:				Value of
										Awards:																Value of				Number of				Unearned
		Number of				Number of				Number of												Number of				Shares or				Unearned				Shares,
		Securities				Securities				Securities												Shares or				Units of				Shares, Units				Units of
		Underlying				Underlying				Underlying												Units of				Stock				or Other				Other
		Unexercised				Unexercised				Unexercised				Option				Option				Stock That				That Have				Rights That				Rights That
		Options (#)				Options (#)				Unearned				Exercise				Expiration				Have Not				Not				Have Not				Have Not
Name		Exercisable				Unexercisable(4)				Options (#)				Price ($)				Date				Vested (#)				Vested				Vested (#) (5)				Vested ($)
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)				(j)
Jeffrey A. Weiss			210,283	(1)			—				—			$	11.70	(6)			4/27/15
			210,283	(1)			—				—			$	16.00	(7)			4/27/15				3,171	(8)		$	90,374				—				—
Randy Underwood			25,000	(1)			—				—			$	11.70	(6)			4/27/15
			25,000	(1)			—				—			$	16.00	(7)			4/27/15
			6,667	(4)			13,333				—			$	19.80				9/8/16				—				—				7,563			$	215,546
Donald Gayhardt			31,920	(2)			—				—			$	10.09				1/6/14
			172,050	(1)			—				—			$	11.70	(6)			4/27/15
			172,050	(1)			—				—			$	16.00	(7)			4/27/15				7,928	(8)		$	225,948				—				—
Sydney Franchuk			5,833	(4)			11,667				—			$	19.80				9/8/16				8,000	(9)		$	228,000				6,563			$	187,046
Paul Mildenstein			8,000	(3)			32,000				—			$	11.23				7/4/15
			5,833	(4)			11,667				—			$	19.80				9/8/16				—				—				6,563			$	187,046

Options Exercised and Stock Vested

     The following table sets forth certain information regarding the exercise of stock options by our named executive officers during the year ended June 30, 2007.

		Option Awards								Stock Awards
		Number of Shares								Number of Shares
		Acquired on				Value Realized on				Acquired on				Value Realized on
Name		Exercise (#)				Exercise ($)				Vesting (#)				Vesting ($)
(a)		(b)				(c)				(d)				(e)
Jeffrey A. Weiss			—				—				1,586			$	41,147
Randy Underwood			—				—				1,283			$	33,287
Donald Gayhardt			400,681			$	8,217,148				3,965			$	102,878
Sydney Franchuk			70,500			$	1,451,102				3,283			$	91,827
Paul Mildenstein			—				—				1,283			$	33,287

Non-Qualified Deferred Compensation

     The following table sets forth the amounts for each plan for the year ended June 30, 2007.

		Executive				Company				Aggregate				Aggregate/				Aggregate
		Contributions in				Contributions in				Earnings in Last				Withdrawals/				Balance at Last
Name		Last FY ($)(2)				Last FY ($)				FY ($)(3)				Distributions ($)				FYE ($)
(a)		(b)				(c)				(d)				(e)				(f)
Jeffrey A. Weiss		$	115,430			$	147,825			$	32,852				—			$	895,084
Randy Underwood		$	43,314			$	76,442			$	44,442				—			$	261,456
Donald Gayhardt		$	133,620			$	4,085			$	97,179				—			$	672,192
Sydney Franchuk			—			$	62,500			$	6,380				—			$	68,880
Paul Mildenstein (1)			—				—				—				—				—

Potential Payments upon Termination or Change in Control

     We have entered into agreements with each of our named executive officers that provide payments and benefits to the executive in the event of his termination of employment under various circumstances, including a change of control. The following tables reflect the amount of compensation payable to each of our named executive officers upon: (i) an involuntary termination with “cause;” (ii) a voluntary resignation; (iii) a termination due to death; (iv) a termination due to disability; (v) retirement; (vi) an involuntary termination without “cause;” (vii) a resignation for “good reason;” and (viii) a termination without “cause” or resignation for “good reason” following a change in control. The amounts shown assume that such termination was effective as of June 29, 2007, the last business day of our fiscal year, and thus includes amounts earned through such time and are estimates of the amounts that would be paid out to the executives upon their termination. The actual amounts to be paid out can only be determined at the time the events described above actually occur.

     General Amounts Due Upon Termination. Generally, upon a termination of employment for any reason, each named executive officer is entitled to receive an immediate cash payment of certain accrued obligations, including:

	•		base salary through the date of termination, to the extent not paid;
	•		any accrued, but unused, vacation pay; and
	•		any unreimbursed business expenses.

     These payments and benefits are in addition to any regular retirement benefits the named executive officers are entitled to receive under our 401(k) plan and, if so elected, by the named executive officer, payment of their account balances under our Deferred Compensation Plan.

     Jeffrey A. Weiss

     The following describes the potential payments to Mr. Weiss upon a termination of employment or change of control pursuant to the terms of his new employment agreement.

     Termination Without “Cause” or Resignation for “Good Reason.” Under the terms of his employment agreement, Mr. Weiss may be terminated by us without “cause” or he may resign for “good reason.”

     Mr. Weiss’ employment may be terminated by us for “cause” upon the occurrence of any of the following: (i) his willful and continued failure to substantially perform his material duties for us; (ii) his conviction of, or entry of a plea of guilty or nolo contendere to (A) a felony (other than a minor traffic violation) or (B) a crime involving moral turpitude; or (iii) his willful gross neglect which causes material harm to us or our business or his willful and material misconduct relating to our business.

     Mr. Weiss may resign for “good reason,” after providing us with 30 days written notice of his intention to do so, upon the occurrence of any of the following: (i) any material diminution in his authorities, duties or responsibilities; (ii) any change in the reporting structure so that Mr. Weiss reports to another of our officers or employees instead of directly to our board; (iii) any material diminution in his base salary or target bonus opportunity; or (iv) any material breach of the employment agreement committed by us or any of our affiliates.

     Upon a termination of employment by us without “cause” or Mr. Weiss’ resignation for “good reason,” Mr. Weiss will be entitled to the following payments and/or benefits:

	•		Continuation of his base salary as in effect at the time of termination, for a period of 24 months following termination of employment, payable in bi-weekly installments, the amount of which we refer to as his Base Severance;
	•		Two times his annual target bonus, payable in 24 equal monthly installments, the amount of which we refer to as his Bonus Severance;

	•		A pro-rata portion of his target annual bonus for the year of termination of employment, such amount payable in a lump sum;
	•		Continued contribution by us to the cost of coverage under our group health plan for a period of 24 months or, if shorter, the maximum period of time allowable under COBRA. In the event Mr. Weiss’ eligibility for COBRA coverage expires sooner than 24 months following the termination of his employment, we will make payments to him, on an after-tax basis, of an amount equal to the premium we would have otherwise contributed to COBRA had he been eligible for the entire 24-month period;
	•		Accelerated vesting of his outstanding equity awards and, if applicable, his equity awards will remain exercisable for a period of 24 months following his termination of employment or, if shorter, the remainder of the equity award’s original term or the 10th anniversary of the date of grant; and
	•		Commencement of the payments due pursuant to his Capstone Award.

     Death or Disability. In the event that Mr. Weiss’ employment terminates due to his death or disability, he will be entitled to the same payments and/or benefits described above under Termination Without “Cause” or Resignation for “Good Reason,” except that (i) he will not be entitled to receive Base Severance or Bonus Severance and (ii) any unvested equity award granted pursuant to Mr. Weiss’ new employment agreement which otherwise would have vested during the one year period following his termination of employment, will become immediately vested upon such termination and, if applicable, will remain exercisable for a period of 24 months following his termination of employment or, if shorter, the remainder of the equity award’s original term or the 10th anniversary of the date of grant.

     Retirement. Under the terms of his employment agreement, Mr. Weiss may terminate his employment by reason of “retirement,” which, for purposes of his employment agreement means, any voluntary termination of employment on or after December 31, 2010, or a termination by us for any reason after December 31, 2012.

     In the event of Mr. Weiss’ retirement, he will be entitled to receive the same payments and/or benefits described above under Termination Without “Cause” or Resignation for “Good Reason,” except that (i) he will not be entitled to receive Base Severance or Bonus Severance and (ii) his pro-rata bonus payment will be determined with respect to the annual bonus he otherwise would have been entitled to receive but for his termination based on our actual performance for the year of termination.

     Termination Following a Change in Control. In the event Mr. Weiss’ employment is terminated by us without “cause” or he resigns for “good reason” within 24 months following a “change in control,” he will be entitled to receive the same benefits described above under Termination Without “Cause” or Resignation for “Good Reason,” except that his Base Severance and Bonus Severance will be paid to him at one time within 60 days following his termination of employment.

     In addition to the benefits described above, in the event that it is determined that any payment by us to or for the benefit of Mr. Weiss would be a so-called “golden parachute payment” and, therefore, result in the imposition on Mr. Weiss of an excise tax under Section 4999 of the Code, Mr. Weiss shall receive a payment sufficient to place him in the same after tax position as if no excise tax had been applicable. We refer to this payment as the Parachute Gross-up Payment. However, if the imposition of the excise tax could be avoided by the reduction of payments due to Mr. Weiss by an amount of 10% or less, then the total of all such payments will be reduced to an amount $1.00 below the amount that would otherwise cause an excise tax to apply and no Parachute Gross-up Payment will be made;

     The “change in control” provisions of Mr. Weiss’ employment agreement will be triggered upon the first to occur of:

	•		a sale or transfer of substantially all of the assets of either the company or Dollar Financial Group, Inc., which we refer to in this proxy statement as DFG, in any transaction or series of related transactions (other than sales in the ordinary course of business);
	•		any person becoming a beneficial owner of twenty five percent (25%) or more of either the then outstanding shares of our stock or the combined voting power of our outstanding securities;

	•		any sale or series of sales of shares of the capital stock of the company by the holders thereof which results in any person or group of affiliated persons owning capital stock holding twenty five percent (25%) or more of the voting power of DFG at the time of such sale or series of sales;
	•		if after the effective date of the employment agreement, the individuals who, at the beginning of such period, constitute our board cease for any reason to constitute at least a majority of our board, unless the election or nomination for election of each director who is not a director on the effective date of the employment agreement was approved by a vote of no less than a two-thirds (2/3) of the directors then still in office who are directors on the date hereof or are new directors approved by such vote;
	•		any merger, consolidation or reorganization to which either the company or DFG is a party, except for an internal reorganization or a merger, consolidation or reorganization in which the company is the surviving corporation and, after giving effect to such merger, consolidation or reorganization, the holders of our outstanding common stock (on a fully-diluted basis) immediately prior to the merger, consolidation or reorganization will own, immediately following the merger, consolidation or reorganization, capital stock holding a majority of the voting power of the company;
	•		a liquidation, dissolution or sale of substantially all of our or DFG’s assets; or
	•		we cease to be a company the common stock of which is publicly traded on a major United States stock exchange such as the New York Stock Exchange or NASDAQ.

     Mr. Weiss is bound by certain non-competition and non-solicitation covenants which extend for a period of 24 months following termination of employment. Additionally, in order to receive any severance or termination payments or benefits described above, Mr. Weiss is required to execute and deliver a general release and non-disparagement agreement in a form prescribed by us.

     Assuming one of the following events occurred on June 29, 2007, Mr. Weiss’ payments and benefits have an estimated value of:

																										Value of
																										Restricted
										Change in												Welfare				Stock				Parachute
		Salary								Control				Pro-Rata				Capstone				Benefit				Subject to				Gross-up
		Continuation				Bonus				Severance				Annual Bonus				Award				Continuation				Acceleration				Payment
For Cause			—				—				—				—				—				—				—				—
Voluntary Resignation (without Good Reason)			—				—				—				—				—				—				—				—
Without Cause or for Good Reason		$	1,700,000	(1)		$	1,700,000	(2)			—			$	850,000	(3)		$	3,735,397	(4)		$	17,916	(5)		$	90,374	(6)			—
Without Cause or for Good Reason Following a Change in Control			—				—			$	3,400,000	(7)		$	850,000	(3)		$	3,735,397	(4)		$	17,916	(5)		$	90,374	(6)		$	2,315,200