S-4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-4

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

National Money Mart Company

(Exact Name of Registrant as Specified in Its Charter)

Nova Scotia
(State or Other Jurisdiction of
Incorporation or Organization) 6099
(Primary Standard Industrial
Classification Code Number) Not Applicable
(I.R.S. Employer Identification Number)

For information regarding additional registrants, see Schedule A hereto.

1436 Lancaster Avenue
Berwyn, Pennsylvania 19312-1288
Phone: (610) 296-3400
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrants’
Principal Executive Offices)

Jeffrey A. Weiss
Chairman and Chief Executive Officer
National Money Mart Corp.
c/o Dollar Financial Corp.
1436 Lancaster Avenue
Berwyn, Pennsylvania 19312-1288
(610) 296-3400
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent
For Service)

Copies to:
Barry M. Abelson, Esq.
Brian M. Katz, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103-2799
(215) 981-4000

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

     If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer þ Non-accelerated filer o (do not check if a smaller reporting company) Smaller reporting company o

     If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross Border Issuer Tender Offer)	o
Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer)	o

CALCULATION OF REGISTRATION FEE

	Proposed Maximum
Title Of Each Class Of	Aggregate		Amount Of
Securities To Be Registered	Offering Price		Registration Fee(1)
10.375% Senior Notes due 2016	$	600,000,000	$	42,780
Guarantees of 10.375% Senior Notes due 2016		*	$	0	(2)

(1)	The amount of the registration fee paid herewith was calculated pursuant to Rule 457(f) under the Securities Act of 1933, as amended.
(2)	Dollar Financial Corp., the indirect parent company of National Money Mart Company, and the other domestic and Canadian direct or indirectly wholly owned subsidiaries of Dollar Financial Corp. listed on Schedule A below unconditionally guarantee the payment of the 10.375% Senior Notes due 2016 issued by National Money Mart Company. Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no filing fee is required.
*	Not applicable.

     Each registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Schedule A

TABLE OF REGISTRANT GUARANTORS

	State or Other
	Jurisdiction of	I.R.S. Employer
	Incorporation or	Identification
Exact Name of Registrant as Specified in Its Charter	Organization	Number
Dollar Financial Corp.	Delaware	23-2636866
Dollar Financial Group, Inc.	New York	13-2997911
1100591 Alberta Limited	Alberta	Not Applicable
656790 B.C. Ltd.	British Columbia	Not Applicable
Advance Canada Inc.	Alberta	Not Applicable
Advance Canada Properties Inc.	Alberta	Not Applicable
Any Kind Check Cashing Centers, Inc.	Arizona	86-0557168
Cash Unlimited of Arizona, Inc.	Arizona	86-0816943
Check Mart of Florida, Inc.	Delaware	87-0777709
Check Mart of Louisiana, Inc.	Louisiana	71-1315737
Check Mart of New Mexico, Inc.	New Mexico	85-0335449
Check Mart of Pennsylvania, Inc.	Pennsylvania	23-2834068
Check Mart of Texas, Inc.	Texas	74-2771841
Check Mart of Wisconsin, Inc.	Wisconsin	23-2815607
DFG Canada, Inc.	Delaware	20-0520167
DFG International, Inc.	Delaware	23-2915167
DFG World, Inc.	Delaware	23-2991593
Dollar Financial Insurance Corp.	Delaware	28-2817578
Financial Exchange Company of Ohio, Inc.	Ohio	13-2974774
Financial Exchange Company of Pennsylvania, Inc.	Pennsylvania	13-2965414
Financial Exchange Company of Pittsburgh, Inc.	Delaware	23-2608595
Financial Exchange Company of Virginia, Inc.	Delaware	23-2669975
Loan Mart of Oklahoma, Inc.	Oklahoma	74-2940854
Monetary Management Corporation of Pennsylvania, Inc.	Delaware	23-2709366
Monetary Management of California, Inc.	Delaware	33-0207279
Monetary Management of Maryland, Inc.	Maryland	52-1958876
Monetary Management of New York, Inc.	New York	13-3377328
Money Mart Express, Inc.	Utah	91-2019287
Money Card Corp.	Alberta	Not Applicable
Money Mart Canada Inc.	Alberta	Not Applicable
Money Mart CSO, Inc.	Texas	20-4758182
MoneyMart, Inc.	Delaware	86-0596496
Pacific Ring Enterprises, Inc.	California	95-3779658
PD Recovery, Inc.	Pennsylvania	23-2717097

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 22, 2010

PROSPECTUS

NATIONAL MONEY MART COMPANY

Offer to Exchange
$600,000,000 in Aggregate Principal Amount of
10.375% Senior Notes Due 2016
Which Have Been Registered Under the Securities Act
For Any and All Outstanding 10.375% Senior Notes Due 2016
Issued by National Money Mart Company

This exchange offer will expire at 5:00 p.m., New York City time,
on      , 2010, unless extended.

     National Money Mart Company, which we refer to in this prospectus as the Issuer, hereby offers to exchange up to $600,000,000 aggregate principal amount of its 10.375% senior notes due 2016, which have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement of which this prospectus is part and which we refer to in this prospectus as the exchange notes, for a like principal amount of its 10.375% senior notes due 2016 outstanding on the date hereof, which we refer to in this prospectus as the old notes, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal.

     The terms of the exchange notes are identical in all material respects to those of the old notes, except for certain transfer restrictions, registration rights and liquidated damages provisions applicable to the old notes. The exchange notes will evidence the same debt as the old notes. The exchange notes will be issued pursuant to, and entitled to the benefits of, the indenture, dated as of December 23, 2009, among the Issuer, Dollar Financial Corp., the indirect parent company of the Issuer, which we refer to in this prospectus as the Parent, and certain domestic and Canadian subsidiaries of Parent that are parties thereto, as guarantors, and U.S. Bank National Association, as trustee. Consequently, the old notes and the exchange notes will be treated as a single class of debt securities under the indenture. National Money Mart Company will not receive any proceeds from the exchange offer. The exchange will not be a taxable event for U.S. federal income tax purposes. The exchange notes will not be listed on any national securities exchange or The Nasdaq Stock Market, Inc.

     Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of this exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

     You should carefully consider the risk factors beginning on page 19 of this prospectus before deciding whether or not to participate in the exchange offer.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is      , 2010.

TABLE OF CONTENTS

	Page
Notice to Investors
U.S. Treasury Circular 230 Notice
Notice to New Hampshire Residents
SEC Review
Market and Industry Data	iii
Non-GAAP Financial Measures
Forward-Looking Statements	iii
Prospectus Summary		1
Risk Factors		19
Use of Proceeds		30
Ratio of Earnings to Fixed Charges		30
Capitalization		31
Unaudited Pro Forma Condensed Consolidating Financial Statements		32
Selected Financial Data		38
Management’s Discussion and Analysis of Financial Condition and Results of Operations		40
Management		75
Quantitative and Qualitative Disclosures About Market Risk
Description of Other Indebtedness		78
Description of the Notes		91
Certain Material Canadian Federal Income Tax Considerations		132
Certain Material United States Federal Income Tax Considerations		135
Plan of Distribution		138
Transfer Restrictions
Legal Matters		139
Experts		139
Incorporation of Certain Documents		139
Where You Can Find More Information		139
EX-3.1(A)
EX-3.1(B)
EX-3.3(A)
EX-3.3(B)
EX-3.4(A)
EX-3.4(B)
EX-3.5(A)
EX-3.5(B)
EX-3.6(A)
EX-3.6(B)
EX-3.7(A)
EX-3.7(B)
EX-3.8(A)
EX-3.8(B)
EX-3.9(A)
EX-3.9(B)
EX-3.10(A)
EX-3.10(B)
EX-3.11(A)
EX-3.11(B)
EX-3.12(A)
EX-3.12(B)
EX-3.13(A)
EX-3.13(B)
EX-3.14(A)
EX-3.14(B)
EX-3.15(A)
EX-3.15(B)
EX-3.16(A)
EX-3.16(B)
EX-3.17(A)
EX-3.17(B)
EX-3.18(A)
EX-3.18(B)
EX-3.19(A)
EX-3.19(B)
EX-3.20(A)
EX-3.20(B)
EX-3.21(A)
EX-3.21(B)
EX-3.22(A)
EX-3.22(B)
EX-3.23(A)
EX-3.23(B)
EX-3.24(A)
EX-3.24(B)
EX-3.25(A)
EX-3.25(B)
EX-3.26(A)
EX-3.26(A)
EX-3.27(A)
EX-3.27(B)
EX-3.28(A)
EX-3.28(B)
EX-3.29(A)
EX-3.29(B)
EX-3.30(A)
EX-3.30(B)
EX-3.31(A)
EX-3.31(B)
EX-3.32(A)
EX-3.32(B)
EX-3.33(A)
EX-3.33(B)
EX-3.34(A)
EX-3.34(B)
EX-3.35(A)
EX-3.35(B)
EX-5.1
EX-5.2
EX-5.3
EX-5.4
EX-5.5
EX-10.43
EX-12.1
EX-21.1
EX-23.1
EX-23.2
EX-23.3
EX-25.1
EX-99.1
EX-99.2
EX-99.3
EX-99.4

     Broker-dealers receiving exchange notes in exchange for old notes acquired for their own account through market-making or other trading activities must deliver a prospectus in any resale of the exchange notes.

     You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

     This document incorporates important business and financial information about us from other documents that are not included in or delivered with this document. This information is available to you without charge upon your written or oral request. You can obtain documents related to us through the Securities and Exchange Commission’s website at http://www.sec.gov or by requesting them in writing or by telephoning us at the following address: National Money Mart Company, c/o Dollar Financial Corp., 1436 Lancaster Avenue, Berwyn, Pennsylvania 19312-1288, Attention: Investor Relations, Phone: (610) 296-3400.

     In order for you to receive timely delivery of these documents in advance of the expiration of the exchange offer, we must receive your request no later than      , 2010.

ii

MARKET AND INDUSTRY DATA

     The data included in this prospectus regarding markets and ranking, including the size of certain markets and our position and the position of our competitors within these markets, are based on our own internal reports and estimates, as well as reports of government agencies, published industry sources and other sources we believe to be reliable, such as the Financial Service Centers of America, or FiSCA. While we believe that these studies and reports and our own research and estimates are reliable and appropriate, we have not independently verified such data and we do not make any representations as to the accuracy of such information.

FORWARD-LOOKING STATEMENTS

     This prospectus contains or incorporates by reference certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and other applicable securities legislation regarding, among other things, any future purchases or redemptions of outstanding notes or new notes, potential expansion of our business (through acquisitions or otherwise), anticipated improvements in operations, our plans, earnings, cash flow and expense estimates, strategies and prospects, both business and financial. All statements other than statements of current or historical fact contained in this prospectus are forward-looking statements. The words “believe,” “expect,” “anticipate,” “should,” “plan,” “will,” “may,” “intend,” “estimate,” “potential,” “continue” and similar expressions, as they relate to us, are intended to identify forward-looking statements.

     We have based these forward-looking statements largely on our current expectations and projections about future events, financial trends, litigation and industry regulations that we believe may affect our financial condition, results of operations, business strategy and financial needs. They can be affected by inaccurate assumptions, including, without limitation, with respect to risks, uncertainties, anticipated operating efficiencies, the general economic conditions in the markets in which we operate, new business prospects and the rate of expense increases. In light of these risks, uncertainties and assumptions, the forward-looking statements in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. Additional factors that could materially alter such forecasts and forward-looking statements include but are not limited to:

• our ability to generate a sufficient amount of cash to service our indebtedness and fund our operations;

• our ability to manage changes in applicable laws and regulations governing consumer protection, lending and other practices;

• our ability to manage risks inherent in an international operation, including foreign currency fluctuation;

• the consequences of the continued U.S. and global financial crisis and the accompanying worldwide recession and the impact on the markets we serve;

• our ability to sustain demand for our products and services;

• our ability to manage our growth effectively;

• potential outcomes of our current and threatened litigation;

• our ability to effectively compete in the financial services industry and maintain our share of the market;

• our ability to effectively manage any changes in foreign tax and political and economic conditions;

• our ability to successfully integrate newly acquired businesses into our operations;

• our ability to compete in light of technological advances; and

• our ability to safeguard against employee error and theft.

     When you consider these forward-looking statements, you should keep in mind the risk factors discussed below under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as the risk factors included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2009 and our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2009. Should one or more of these risks or uncertainties materialize, or should our underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated.

iii

     These forward-looking statements speak only as of the date on which they are made, and, except as required by law, we do not undertake any obligation to update or modify any forward-looking statement to reflect events or circumstances after the date of this prospectus. If we do update or modify one or more forward-looking statements, you should not conclude that we will make additional updates or modifications with respect thereto or with respect to other forward-looking statements, except as required by law.

iv

PROSPECTUS SUMMARY

     The following summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information and financial statements and related notes included in this prospectus or incorporated by reference herein. You should carefully read this prospectus and the information incorporated by reference herein, including the sections entitled “Risk Factors” and “Unaudited Pro Forma Condensed Consolidating Financial Statements.” Unless we indicate otherwise, or the context otherwise requires, information identified in this prospectus as “pro forma” gives effect to our acquisition of Military Financial Services, LLC, the amendment and extension of our senior secured credit facility, the prepayment of a portion of our outstanding term loans and the offering of the old notes and the application of the net proceeds therefrom, which we collectively refer to as the “Transactions”. See “The Transactions.”

     As used in this prospectus, unless the context otherwise requires, the terms (i) “we,” “us,” “our” and “the Company” refer to Dollar Financial Corp. and its subsidiaries, including National Money Mart Company, the issuer of the exchange notes and the old notes, (ii) “Issuer” refers solely to National Money Mart Company, (iii) “Parent” refers solely to Dollar Financial Corp., (iv) “DFG” refers solely to Dollar Financial Group, Inc., (v) “Dollar Financial U.K.” refers solely to Dollar Financial U.K. Limited, (vi) “MFS” refers to Military Financial Services, LLC and its wholly-owned subsidiaries, Dealers’ Financial Services, LLC and Dealers’ Financial Services Reinsurance Ltd., and (vii) “DFS” refers to Dealers’ Financial Services, LLC and Dealers’ Financial Services Reinsurance Ltd. Unless the context otherwise requires, the terms “fiscal year” and “fiscal” refer to (i) the twelve-month period ended on June 30 of that year with respect to the Company and (ii) the twelve-month period ended on December 31 of that year with respect to MFS. References to “$,” “dollars,” “United States dollars” or “U.S. dollars” refer to the lawful currency of the United States of America.

Our Company

     We are a leading international financial services company serving unbanked and under-banked consumers. We believe our financial services store network is the largest network of its kind in each of Canada and the United Kingdom and the second-largest network of its kind in the United States. Our customers are typically service sector individuals who require basic financial services but, for reasons of convenience and accessibility, purchase some or all of their financial services from us rather than from banks and other financial institutions. To meet the needs of these customers, we provide a range of consumer financial products and services primarily consisting of check cashing, single-payment consumer loans, longer-term installment loans, pawn lending, debit cards, phone/gift cards, bill payment, money orders, money transfers, foreign exchange, gold buying and legal document processing services.

     As of December 31, 2009, our global financial services network consisted of 1,172 locations (of which 1,043 are company-owned) operating primarily as Money Mart^®, Money Shop^®, Loan Mart^®, Money Corner^®, Insta-Cheques^® and The Check Cashing Store^® in the United States, Canada, the United Kingdom and the Republic of Ireland. These locations primarily offer financial services including check cashing, single-payment consumer loans, sale of money orders, money transfer services and various other related services. Also included in this network is our Poland operation acquired in June 2009 which provides financial services to the general public through in-home loan servicing.

     Our network includes the following platforms for delivering our financial services to the consumers in our core markets:

     United States. We believe we operate one of only seven U.S. check cashing store networks that have more than 100 locations, the remaining competitors being local chains and single-unit operators. As of December 31, 2009, we operated a total of 350 financial services stores in 15 states, including 99 stores in California, 104 stores in Florida, 36 stores in Arizona, 18 stores in Louisiana and 93 stores in 11 other states. We also have 15 franchised locations operating under the name “We The People” which offer retail-based legal document processing services. Our financial services store locations typically offer our full range of financial products and services, including check cashing and short-term consumer loans. Our 38 Loan Mart stores principally offer short-term consumer loans, as well as other ancillary services depending upon location. Our U.S. business had revenues of $153.7 million for fiscal 2008 and $154.9 million for fiscal 2009. Additionally, for the six months ended December 31, 2008, our U.S. business had revenues of $83.2 million and, for the six months ended December 31, 2009, our U.S. business had revenues of $66.3 million.

     Canada. In Canada, we believe we are the leading financial services company serving unbanked and under-banked consumers and we hold a significant share of that market. We estimate that the total number of outlets offering check cashing and/or single-payment consumer loans in the entire Canadian market to be 1,500. We believe that there are only two other networks of stores in Canada with over 100 locations. While we believe that we enjoy almost 30% market share by outlet in Canada, our research estimates our market share by volume of business to be significantly higher. As of December 31, 2009, there are 460 financial services stores in our

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Canadian network, of which 398 are operated by us and 62 are operated by franchisees in 12 of the 13 Canadian provinces and territories with 224 locations in Ontario, 83 locations in British Columbia, 72 locations in Alberta, 20 locations in Manitoba and 61 locations in the other 8 provinces and territories. All of our stores in Canada are operated under the name “Money Mart” except locations in the Province of Québec, which operate under the name “Instant Cheques”. The stores in Canada typically offer check cashing, short-term consumer loans and other ancillary products and services. Our Canadian business had revenues of $279.5 million for fiscal 2008 and $236.3 million for fiscal 2009. The impact of foreign currency rates resulted in a decrease in Canadian revenues for fiscal 2009 of approximately $34.4 million versus the prior year. Additionally, for the six months ended December 31, 2008, our Canadian business had revenues of $128.5 million and, for the six months ended December 31, 2009, our Canadian business had revenues of $133.3 million. The impact of foreign currency rates resulted in an increase in Canadian revenues for the six months ended December 31, 2009 of approximately $5.4 million versus the prior year.

     United Kingdom and Republic of Ireland. Based on information from the British Cheque Cashers Association, we believe that we have a United Kingdom market share of stores of approximately 18%. In addition, we believe that our 347 company-operated and franchised/agent stores as of December 31, 2009 account for up to 40% of the total check cashing transactions performed at check cashing stores in the United Kingdom. As of December 31, 2009, there are 347 financial services stores in our United Kingdom network, of which 294 are operated by us and 53 are operated by franchisees/agents with 298 locations in England, 24 locations in Scotland, 13 locations in Wales and 12 locations in Northern Ireland. We currently have one store in the Republic of Ireland which we opened in 2008. All of our stores in the United Kingdom and the Republic of Ireland (with the exception of certain franchises operating under the name “Cash A Cheque”) are operated under the name “Money Shop.” The stores in the United Kingdom typically offer check cashing, short-term consumer loans, pawn lending and other ancillary products and services. Our store in the Republic of Ireland offers check cashing and other ancillary products and services. In April 2009, we acquired all the shares of Express Finance Limited, a U.K. Internet-based consumer lending business. Our United Kingdom and Republic of Ireland business had revenues of $139.0 million for fiscal 2008 and $136.7 million for fiscal 2009. The impact of foreign currency rates resulted in a decrease in United Kingdom and Ireland revenues for fiscal 2009 of approximately $32.8 million. Additionally, for the six months ended December 31, 2008, our United Kingdom and Republic of Ireland business had revenues of $73.5 million and, for the six months ended December 31, 2009, our United Kingdom and Republic of Ireland business had revenues of $91.1 million. The impact of foreign currency rates resulted in a decrease in United Kingdom and Republic of Ireland revenues for the fiscal quarter ended December 31, 2009 of approximately $4.7 million.

     On October 2, 2009, we purchased a merchant cash advance business in the United Kingdom. The acquired company primarily provides working capital needs to small retail businesses by providing cash advances against a percentage of future credit card sales. The purchase price for the acquired company, which currently manages a receivable portfolio of approximately $3.0 million, was $4.9 million. The acquired company is competitively positioned in a rapidly growing market. Moreover, we believe we can export and leverage this expertise to other European countries as well as our Canadian business unit.

     Poland. On June 30, 2009, we acquired a 76% interest in an established consumer lending business in Poland. The acquired company, Optima, S.A., founded in 1999 and headquartered in Gdansk, offers unsecured loans of generally 40-50 week durations with an average loan amount of $250 to $500. The loan transactions include an in-home servicing feature, whereby loan disbursement and collection activities take place in the customer’s home according to a mutually agreed-upon and pre-arranged schedule. The in-home loan servicing concept is well accepted within Poland and Eastern Europe. Customer sales and service activities are managed through an extensive network of local commission-based representatives across five provinces in Northwestern Poland.

     DFS Acquisition. On December 23, 2009, we acquired MFS, which, through its wholly-owned subsidiary, DFS, is an established business that provides services to enlisted military personnel seeking to purchase new and used vehicles. We refer in this prospectus to our acquisition of MFS as the DFS acquisition. DFS markets its services through its branded Military Installment Loan and Education Services, or “MILES”, program. DFS provides services to enlisted military personnel who make applications for auto loans to purchase new and used vehicles that are funded and serviced under an exclusive agreement with a major third-party national bank based in the United States. Additionally, DFS provides ancillary services such as service contracts and guaranteed asset protection, or GAP, insurance, along with consultations regarding new and used automotive purchasing, budgeting and credit and ownership training. DFS’s revenue comes from fees which are paid by the third-party national bank and fees from the sale of ancillary products such as warranty service contracts and GAP insurance coverage. DFS operates through an established network of arrangements with more than 545 franchised and independent new and used car dealerships, according to underwriting protocols specified by the third-party national bank. Importantly, as a result of its fee-based business model, DFS receives up-front payments for its services and is not exposed to balance sheet risk on any of the loans that are funded and serviced by the third-party national bank. The purchase price for the DFS acquisition was approximately $117.8 million, plus approximately $5.4 million on account of the working capital of MFS and its subsidiaries as of the closing date.

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     We believe that DFS provides us with an opportunity to expand into a financial services business that has historically offered relatively stable free cash flow due to the nature of its business, a stable customer base, multiple revenue streams, low operational costs and low capital requirements. While DFS currently does business in all but seven U.S. states, we believe there are opportunities to expand geographically, increase penetration in certain markets, expand product offerings, and increase penetration of DFS’s products with more tenured enlisted military personnel with higher pay grade levels. While high levels of unemployment have significantly reduced civilian demand for automobiles and auto loans, we believe that DFS is less impacted by this trend due to the stable employment and regular wage increases provided by the U.S. military.

Products and Services

     Our customers, many of whom receive income on an irregular basis or from multiple employers, are drawn to our convenient neighborhood locations, extended operating hours and high-quality customer service. Our products and services, principally our check cashing and short-term consumer loan program, provide immediate access to cash for living expenses or other needs. We principally cash payroll checks, although our stores also cash government benefit, personal and income-tax-refund checks. During fiscal 2009, we cashed 9.3 million checks with a total face amount of $4.5 billion and an average face amount of $487 per check. During fiscal 2009, we originated 4.1 million single-payment consumer loans with an average principal amount of $406 and a weighted average term of approximately 18 days. In addition, we acted as a servicer and direct lender originating approximately 6,000 longer-term installment loans with an average principal amount of $815 and a weighted average term of approximately 210 days. We strive to provide our customers with high-value ancillary services, including Western Union money order and money transfer products, electronic tax filing, reloadable VISA^® and Mastercard^® debit cards, bill payment, foreign currency exchange, pawn broking, gold buying, photo ID and prepaid local and long-distance phone services. In addition, during the twelve-month period ended December 31, 2009, DFS, through its MILES program, provided services in connection with approximately 47,200 automobile loan applications by enlisted military personnel resulting in approximately 16,100 completed loan contracts, with an average loan amount of approximately $15,380.

Industry Overview

     We operate in a sector of the financial services industry that serves the basic need of service sector individuals who need convenient access to cash and other services. This need is primarily evidenced by consumer demand for check cashing, short-term and longer-term installment loans, pawn lending, Western Union transfers, debit cards and other services. Consumers who use these services are often underserved by banks and other financial institutions.

     Service sector individuals represent the largest part of the population in each country in which we operate; in the United States, the service sector makes up one of the fastest growing segments of the workforce. Many of these individuals, particularly in the United States, do not maintain regular banking relationships. They use services provided by our industry for a variety of reasons, including that they often:

• do not have sufficient assets to meet minimum balance requirements or to achieve the benefits of savings with banks;

• do not write enough checks to make a bank account beneficial;

• need access to financial services outside of normal banking hours;

• desire not to pay fees for banking services that they do not use;

• require immediate access to cash from their paychecks;

• may have a dislike or distrust of banks; and

• do not have a neighborhood bank in close proximity to them.

     In addition to check cashing services, under-banked consumers also require short-term and longer-term installment loans that provide cash for living and other expenses. They also may not be able to or want to obtain loans from banks as a result of:

• their immediate need for cash;

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• irregular receipt of payments from their employers;

• their desire for convenience and customer service;

• the unavailability of bank loans in small denominations for short terms; and

• the high cost of overdraft advances through banks.

     Despite the demand for basic financial services, access to banks has become more difficult over time for many consumers. Many banks have chosen to close their less profitable or lower-traffic locations and reduced the hours they operate. Typically, these branch closings have occurred in neighborhoods where the branches have failed to attract a sufficient base of customer deposits. This trend has resulted in fewer convenient alternatives for basic financial services in many neighborhoods. Many banks have also reduced or eliminated some services that under-banked consumers desire.

     As a result of these trends, a significant number of retailers have begun to offer financial services to service sector individuals. The providers of these services are fragmented, and range from specialty finance offices to retail stores in other industries that offer ancillary services.

     We believe that the under-banked consumer market will continue to grow as a result of a diminishing supply of competing banking services as well as underlying demographic trends. These demographic trends include an overall increase in the population and an increase in the number of self employed, small business and service sector jobs as a percentage of the total workforce.

     The demographics of the typical customers for non-banking financial services vary somewhat in each of the markets in which we operate, but the trends driving the industry are generally the same. In addition, the type of store and services that appeal to customers in each market varies based on cultural, social, geographic, economic and other factors. Finally, the composition of providers of these services in each market results, in part, from the historical development and regulatory environment in that market.

Growth Opportunities

     We believe that significant opportunities for growth exist in our industry as a result of:

• growth of small businesses, the self employed and service-sector workforce;

• failure of commercial banks and other traditional financial service providers to adequately address the needs of small business, service sector and other working-class individuals;

• trends favoring larger operators in the industry;

• consolidation within our industry; and

• Canadian short-term consumer lending provincial regulation that will likely change the competitive landscape and favor lower cost operators.

     We believe that, as the service sector population segment increases, and as trends within the retail banking industry make banking less accessible or more costly to these consumers, the industry in which we operate will see a significant increase in demand for our products and services. We also believe that the industry will continue to consolidate as a result of a number of factors, including:

• economies of scale available to larger operations;

• use of technology to serve customers better and to control large store networks;

• inability of smaller operators to form the alliances necessary to deliver new products; and

• increased licensing and regulatory burdens.

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     This consolidation process should provide us, as operator of one of the largest store networks, with opportunities for continued growth. We also believe there are substantial growth opportunities in Europe.

Competition

     United States. The industry in which we operate in the United States is highly fragmented. According to FiSCA, there are over 11,000 neighborhood check cashing stores and according to published equity research estimates by Stephens Inc., there are over 24,000 short-term lending stores. There are several public companies in the United States with a large network of stores offering single-payment consumer loans, as well as several large pawn shop chains offering such loans in their store networks in the United States. Like check cashing, there are also many local chains and single-unit operators offering single-payment consumer loans as their principal business product.

     Canada. With the advent of new provincial regulation for single-payment consumer loans, we anticipate that U.S. competitors will likely enter into the Canadian market. Under the new provincial regulation, we believe we have an opportunity to leverage our multi-product platform and improve our share of the Canadian market by continuing to offer lower product pricing than a number of our competitors. Furthermore, we believe many of the less efficient mono-line operators will likely struggle under provincial regulation, which should present an opportunity for us to purchase their stores or customer accounts at attractive prices.

     United Kingdom. In the consumer lending market, recent research indicates that the U.K. market for small, short-term single-payment loans is served by approximately 1,650 store locations, which include check cashers, pawn brokers and home-collected credit companies and is also served by approximately 15 on-line lenders.

     Globally. In addition to other check cashing stores and consumer lending stores and financial services platforms in the United States, Canada, the United Kingdom, Poland and the Republic of Ireland, our industry includes banks and other financial services entities, as well as with retail businesses, such as grocery and liquor stores, which often cash checks for their customers. Some competitors, primarily grocery stores, do not charge a fee to cash a check. However, these merchants generally provide this service to certain customers with solid credit ratings or for checks issued by highly recognized companies, or those written on the customer’s account and made payable to the store.

     Our industry includes companies that offer automated check cashing machines and franchised kiosk units that provide check-cashing and money order services to customers, which can be located in places such as convenience stores, bank lobbies, grocery stores, discount retailers and shopping malls.

     We believe that convenience, hours of operations and other aspects of customer service are the principal factors influencing customers’ selection of a financial services company in our industry and that the pricing of products and services is a secondary consideration.

Competitive Strengths

     We believe that the following competitive strengths position us well for continued growth:

     Leading Position in Core Markets. We have a leading position in our core markets. As of December 31, 2009, we operate 350 company-owned stores in the United States, 398 company-owned stores in Canada, 294 company-owned stores and an Internet-based consumer lending business in the United Kingdom and one company-owned store in the Republic of Ireland. In addition, with our acquisition in June 2009 of an established consumer lending business in Poland, we service an average of 30,000 customers through in-home loan servicing. As of December 31, 2009, we had 62 and 53 foreign financial services franchised/agent locations in Canada and in the United Kingdom, respectively. Highlights of our competitive position in these core markets include the following:

• A large portion of our domestic stores are located in the western United States and Florida, where we believe we hold leading market positions.

• We are the industry leader in Canada, and we believe that we hold a very significant market share and have at least one store in almost every Canadian city with a population of over 50,000.

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• We believe that we are the largest check cashing company in the United Kingdom, comprising approximately 18% of the market measured by number of stores, although we believe that we account for approximately 40% of all check cashing transactions performed at check cashing stores.

     Additionally, through DFS, we currently provide services to approximately 110 U.S. military communities covering approximately 95% of all U.S. military bases.

     Diversified Product and Geographic Mix. Our stores offer a wide range of consumer financial products and services to meet the demands of their respective locales, including check cashing, short-term consumer loans, money orders and money transfer services. We also provide high-value ancillary products and services, including Western Union money order and money transfer products, electronic tax filing, bill payment, foreign currency exchange, reloadable VISA^® and MasterCard^® brand debit cards, pawn broking, gold buying, photo ID and prepaid local and long-distance phone services. For fiscal 2009, the revenue contribution by our check cashing operations was 31.2%, our consumer lending operations was 52.1% and our other products and services was 16.7%. Additionally, for the six month period ended December 31, 2009, the revenue contribution by our check cashing operations was 25.9%, our consumer lending operations was 54.4% and our other products and services was 19.7%. In addition to our product diversification, our business is diversified geographically. For fiscal 2009, our U.S. operations generated 29.4% of our total revenue, our Canadian operations generated 44.7% of our total revenue and our United Kingdom operations generated 25.9% of our total revenue. For the six month period ended December 31, 2009, our U.S. operations generated 23.8% of our total revenue, our Canadian operations generated 45.3% of our total revenue and our United Kingdom operations generated 30.9% of our total revenue. Our broad product and geographic mix provides a diverse stream of revenue growth opportunities that we believe distinguishes us from others in the industry. In addition, as a result of the DFS acquisition, we will offer services to enlisted U.S. military personnel who make application for auto loans to purchase new and used vehicles. DFS’s revenue comes from fees which are paid by a third-party national bank and fees from the sale of ancillary products such as warranty service contracts and GAP insurance coverage. After giving pro forma effect to the DFS acquisition, the fee-based income of DFS would have generated approximately 14.7% of our U.S. revenue for fiscal 2009 and 16.2% of our U.S. revenue for the six month period ended December 31, 2009.

     Diversification and Management of Credit Risk. Our revenue is generated through a high volume of small-dollar financial transactions, and therefore our exposure to loss from a single customer transaction is minimal. In addition, we actively manage our customer risk profile and collection efforts in order to maximize our consumer lending and check cashing revenues while maintaining losses within an expected range. We have instituted control mechanisms that have been effective in managing risk. Such mechanisms, among others, include the daily monitoring of initial return rates with respect to payments made on our consumer loan portfolio. We have implemented predictive scoring models that limit or eliminate the amount of loans we offer to customers who statistically would likely be unable to repay their loan. As a result, we believe that we are less likely to sustain a material credit loss from a series of transactions or launch of a new product. We historically have experienced relatively low net write-offs as a percentage of the face amount of checks cashed. For fiscal 2009, in our check cashing business, net write-offs as a percentage of the face amount of checks cashed were 0.29% as compared to the prior year’s rate of 0.31%. With respect to loans funded directly by us, net write-offs as a percentage of originations were 3.1% for fiscal 2009 as compared to the prior year’s rate of 2.9%.

     High-Quality Customer Service. We commissioned a consumer research study in 2009 that told us that our customer satisfaction scores are well over 90%. We adhere to a strict set of market survey and location guidelines when selecting store sites in order to ensure that our stores are placed in desirable locations near our customers. We believe that our customers appreciate this convenience, as well as the flexible and extended operating hours that we typically offer, which are often more compatible with our customers’ work schedules. We provide our customers with a clean, attractive and secure environment in which to transact their business. We believe that our friendly and courteous customer service at both the store level and through our centralized support centers is a competitive advantage.

     Management Expertise. We have a highly experienced and motivated management team at both the corporate and operational levels. Our CEO and CFO each have more than 20 years experience with retail financial services companies serving unbanked and underbanked consumers. Our senior management team is very tenured and also has extensive experience in the financial services industry and multi-unit retail operations. Collectively, this team has demonstrated the ability to grow our business through their operational leadership, strategic vision, and experience in selecting and integrating acquisitions. Since 1990, we have completed more than 90 acquisitions that added over 780 company-owned financial services stores to our network, as well as new products, lending platforms, and expansion into additional countries, with a continuing focus on serving the service sector workforce.

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Business Strategy

     Our business strategy is designed to capitalize on our competitive strengths and enhance our leading market positions. Key elements of our strategy include:

     Growing Through Disciplined Network Expansion. We intend to continue to grow our network through the addition of new stores, acquisitions and expansion of financial services platforms, while adhering to a disciplined selection process. In order to optimize our expansion, we carefully assess potential markets by analyzing demographic, competitive and regulatory factors, site selection and availability and growth potential. We seek to add locations that offer check cashing, consumer lending, debit cards, foreign currency, pawn lending, gold buying and other services or a combination of any of these products and services. In fiscal 2009, we entered into Poland, our fifth country, with the acquisition of 76% of Optima, S.A., a company that offers unsecured loans with payment terms of generally 40 — 50 week durations with an average loan amount of $250 to $500. Also during fiscal 2009, we acquired an established profitable U.K. Internet-based consumer lending business which was immediately accretive to earnings. The acquired company is competitively positioned in a rapidly growing market and further expands our expertise within the Internet lending arena. Moreover, we believe we can export and leverage this expertise to other European countries as well as our Canadian business unit. We continue to actively seek to acquire targeted competitor operations in selected expansion markets in the United States, Canada, the United Kingdom, Europe and Latin America and attractive financial services businesses like DFS.

     Introducing Related Products and Services. We believe that our check cashing and consumer lending customers enjoy the convenience of other high value products and services offered by us. These products and services enable our customers to manage their personal finances more effectively. For example, in fiscal 2004, we introduced reloadable VISA^® brand debit cards, and, in fiscal 2005, we introduced VISA^® brand gift cards. In fiscal 2006, we introduced an installment loan program in the United States and the United Kingdom. In fiscal 2008, we launched an Internet single-payment loan site for residents of the United Kingdom and plan to expand to other geographic areas over time. During fiscal 2009, we began gold buying services in the United Kingdom, Canada and the United States. We believe this can be a high growth area while gold prices remain relatively high. The addition of the U.K. Internet-based consumer lending business also adds to our product offerings. Our product development department continues to develop and test additional new products and services for our customers.

     Capitalizing on our Enhanced Network and System Capabilities. With our network of 1,172 stores as of December 31, 2009, we believe we are well positioned to capitalize on economies of scale. Our centralized core support functions, including collections, call center, field operations and service, loan processing and tax filing enable us to generate efficiencies by improving collections and purchasing power with our vendors. Our proprietary systems are used to further improve our customer relations and loan servicing activities, as well as to provide a highly efficient means to manage our internal reporting requirements as well as regulatory compliance efforts. We plan to continue to take advantage of these efficiencies to enhance network and store-level profitability.

     Maintaining our Customer-Driven Retail Philosophy. We strive to maintain our customer-service-oriented approach and meet the basic financial service needs of our service sector customers. This dedication to service helps to explain our high 90%+ customer satisfaction scores. We believe our approach differentiates us from many of our competitors and is a key tenet of our employee training programs. We offer extended operating hours in clean, attractive and secure store locations to enhance appeal and stimulate store traffic. In certain markets, we operate stores that are open 24 hours a day. To ensure customer satisfaction, we periodically send anonymous market researchers posing as shoppers to our stores to measure customer service performance. We plan to continue to develop ways to improve our performance, including incentive programs to reward employees for exceptional customer service.

     Community Involvement and Ethics. We strengthen relationships with our business partners through ethical behavior and with our customers through community involvement. In March 2007, we were honored to be named the fourth most trustworthy public company in the United States by Audit Integrity, who ranked firms on exhibiting the “highest degree of accounting transparency and fair dealing to stake holders during 2006.” We have also encouraged the management of each of our stores to involve themselves with their respective local communities. From these efforts we provide hundreds of thousands of dollars in charitable donations every year. In Canada, over the last 5 years we have raised well over $1.0 million for Easter Seals through our sponsorship of the 24 Hour Relay.

Regulation

     We are subject to regulation by foreign, federal and state governments that affects the products and services we provide. In general, this regulation is designed to protect consumers who deal with us and not to protect the holders of our securities, including our common stock. In particular, we are subject to the regulations described below as well as currency reporting regulations, regulations regarding our legal document processing services business, privacy regulation and other regulations described in our annual report on Form 10-K for fiscal 2009, our quarterly report on Form 10-Q for the period ended December 31, 2009 and our current reports on Form 8-K filed during fiscal 2010.

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Regulation of Check Cashing

     To date, regulation of check cashing fees in the United States has occurred on the state level. We are currently subject to fee regulation in seven states: Arizona, California, Hawaii, Louisiana, Ohio, Pennsylvania and Florida, where regulations set maximum fees for cashing various types of checks. Our fees comply with applicable state regulations.

     Some states, including California, Ohio, Pennsylvania and Washington, have enacted licensing requirements for check cashing stores. Other states, including Ohio, require the conspicuous posting of the fees charged by each store. A number of states, including Ohio, also have imposed recordkeeping requirements, while others require check cashing stores to file fee schedules with the state.

     In Canada, the federal government generally does not regulate our check cashing business, nor do provincial governments generally impose any regulations specific to the check cashing industry. The exceptions are the provinces of Québec and Saskatchewan, where check cashing stores are not permitted to charge a fee to cash government checks, and Manitoba, where the province imposes a maximum fee to cash government checks.

     In the United Kingdom, as a result of the Cheques Act of 1992, banks must refund the fraudulent or dishonest checks that they clear to the maker. For this reason, banks have invoked more stringent credit inspection and indemnity criteria for businesses such as ours. Additionally, in 2003, the Money Laundering Regulations of 1993 were enhanced, requiring check cashing, money transfer and foreign currency exchange providers to be licensed, and in 2007, they were further enhanced to require background checks of persons running such businesses as a requirement of granting a license. We believe we currently comply with these rules and regulations.

Regulation of Consumer Lending

     In Canada, our consumer lending activities have historically been subject to provincial licensing in Saskatchewan, Nova Scotia, New Brunswick and Newfoundland. A federal usury ceiling had applied to loans we made to Canadian consumers. Historically, Canadian borrowers contracted to repay us in cash. If they elected to repay by check, we also collected, in addition to a permissible finance charge, our customary check-cashing fees. Effective May 3, 2007, the Canadian Parliament amended the federal usury law to transfer jurisdiction and the development of laws and regulation of our industry’s consumer loan products to the respective provinces. To date, the provinces of British Columbia, Saskatchewan, Manitoba, Ontario, Nova Scotia, Prince Edward Island and New Brunswick have all passed legislation to regulate short term consumer lenders, and each already has, or is currently in the process of, adopting new regulations and rates consistent with the federal regulations. Alberta has also added regulations to its existing consumer protection legislation to also regulate short term consumer lenders. As of July 1, 2009, we have implemented a new lending model in Ontario to conform to its new legislation. As of August 1, 2009, we have also implemented our new lending model in Nova Scotia and Alberta on September 1, 2009, and in British Columbia on November 1, 2009. The new lending model requires consumers to pay a flat fee per each $100 borrowed. In general, the regulations proposed and implemented to date are similar to those in effect in the United States which require lenders to be licensed, set maximum limits on the charges to the consumer for a loan and regulate collection practices.

     In the United Kingdom, consumer lending is governed by the Consumer Credit Act of 1974, or the Act, and related rules and regulations. As required by the Act, we have obtained licenses from the Office of Fair Trading, which is responsible for regulating competition, policy, and for consumer protection. The Act also contains rules regarding the presentation, form and content of loan agreements, including statutory warnings and the layout of financial information. Beginning July 31, 2009, The Money Laundering Regulations 2007 were enhanced to include consumer credit lenders and all consumer credit lenders not authorized by the FSA or the HM Revenue and Customs as a Money Service Business are now required to register with the Office of Fair Trading. We believe we have complied with these new regulations where we were not already registered by HM Revenue and Customs.

     Our consumer lending activities are also subject to certain other state, federal and foreign regulations, including regulations governing lending practices and terms, such as the content, form and accuracy of our consumer disclosures, limitations on the cost of credit, fair debt collection practices and rules regarding advertising content.

Corporate Information

     Dollar Financial Corp. is a Delaware corporation formed in 1990. National Money Mart Company is an unlimited company amalgamated under the laws of the Province of Nova Scotia, Canada, on July 1, 2006.

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     We operate our store networks through our direct and indirect wholly-owned foreign and domestic subsidiaries. Our principal executive offices are located at 1436 Lancaster Avenue, Berwyn, Pennsylvania 19312, and our telephone number is (610) 296-3400. Our website address is http://www.dfg.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus.

Trademarks

     Money Mart^®, Money Shop^®, Loan Mart^®, Money Corner^®, Money MartExpress^®, Insta-Cheques^®, Check Mart^®, The Check Cashing Store^®, Cash ‘Til Payday^®, CustomCash^®, Momentum^®, Qwicash^®, Payday Express^®, Cheque In Cash Out^®, Real People. Fast Cash^®, EasyTax^®, Zap-It^®, Fast Cash Advance^®, Advance Canada^®, Creditgo^tm, Creditboost^tm, Directload^tm, CC^®, iii optima^®, mce^®, and Eurosdirect^® are our registered trademarks. All other registered trademarks and trade names referred to in this prospectus are the property of their respective owners.

The Transactions

     In addition to the consummation of the offering of the old notes on December 23, 2009, the Transactions include the transactions described below, each of which was completed on December 23, 2009.

Amended Senior Secured Credit Facility

     In connection with the offering of the old notes, we and our lenders agreed to amend certain terms of our senior secured credit facility to provide us with greater operational flexibility and to extend the maturity of portions of our senior secured credit facility. We used a portion of the proceeds of the offering of the old notes to prepay, on a pro rata basis, $350.0 million of outstanding borrowings under the term loan portions of our senior secured credit facility. The amendment included an extension of our revolving credit facilities and term loans to December 31, 2014 as to those lenders that agreed to such extensions. Lenders holding approximately 90% of the revolving commitments and lenders holding approximately 91% of the term loans agreed to extend the maturity.

The DFS Acquisition

     On December 23, 2009, we completed the DFS acquisition. We used a portion of the net proceeds from the offering of the old notes to pay the purchase price of approximately $117.8 million plus approximately $5.4 million on account of the working capital of MFS and its subsidiaries as of the closing date.

Investment of Proceeds by Issuer

     The Issuer used a portion of the proceeds of the offering of the old notes to purchase from a subsidiary of Parent a portion of the equity interest that such subsidiary owns in Dollar Financial U.K. Such sale proceeds were then utilized by Parent to pay the purchase price for the DFS acquisition and certain related costs and expenses.

Exchange and Repurchase of Parent’s 2.875% Senior Convertible Notes due 2027

     On December 21, 2009, Parent commenced the closing of an exchange offer with certain holders of its 2.875% senior convertible notes due 2027, which we refer to in this prospectus as the 2027 notes. In the transaction, $120.0 million in aggregate principal amount of the 2027 notes were exchanged for an equal aggregate principal amount of Parent’s new 3.00% senior convertible notes due 2028, which transactions we refer to collectively as the convertible note exchange. The new 3.00% senior convertible notes, which we refer to in this prospectus as the 2028 notes, have substantially the same terms as the 2027 notes, other than (i) the maturity date of the 2028 notes is April 1, 2028, (ii) the conversion price of the new convertible notes is $28.956 per share, (iii) holders of the 2028 notes have the right to require Parent to repurchase their 2028 notes on each of April 1, 2015, April 1, 2018 and April 1, 2023 for a purchase price payable in cash equal to 100% of the principal amount of the 2028 notes to be purchased plus any accrued and unpaid interest, and (iv) Parent has the right to redeem the 2028 notes, on and after April 5, 2015, for a payment in cash equal to 100% of the principal amount of the 2028 notes to be redeemed, plus accrued and unpaid interest.

     In February 2010, Parent repurchased $35.2 million aggregate principal amount of the 2027 notes in privately negotiated transactions with three of the holders of the 2027 notes. The aggregate purchase price paid by Parent in the transactions for the repurchased 2027 notes was $32,032,000.

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     As a result of these repurchase transactions and the convertible note exchange, $44.8 million aggregate principal amount of the 2027 notes remains outstanding. Furthermore, as a result of these transactions, the maturity date of the old notes is affirmed to be, and the maturity date for the exchange notes will be, December 15, 2016, and the maturity date for approximately $17.1 million of the our obligations under the term loan portions of our senior secured credit facility, as amended and restated on December 23, 2009, is affirmed to be December 31, 2014 (with the maturity date for the remaining $1.6 million of our obligations under the term loans remaining October 30, 2012).

Ownership Structure

     The chart below illustrates a summary of our current ownership and corporate structure after giving effect to the Transactions and the convertible note exchange and repurchase transactions described above. The chart is a summary only and does not reflect all subsidiaries of Dollar Financial Group, Inc., DFG International, Inc., DFG World, Inc. or Dollar Financial U.K. The old notes are, and the exchange notes will be, guaranteed by Parent and substantially all of our U.S. and Canadian subsidiaries.

(1)	Denotes facilities included under our senior secured credit facility. See “Description of Other Indebtedness.”
(2)	Includes MFS and its wholly-owned subsidiaries.
(3)	Our U.S., Canadian and U.K. subsidiaries guarantee our obligations under our senior secured credit facility. Substantially all of our U.S. and Canadian subsidiaries guarantee the old notes and will guarantee the exchange notes.
(4)	We used $350.0 million of the net proceeds from the offering of the old notes to prepay, on a pro rata basis, outstanding borrowings under our Canadian and U.K. term loans.

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The Exchange Offer

     The following summary contains basic information about the exchange offer and the exchange notes. It does not contain all the information that is important to you. For a more complete understanding of the notes, please refer to the sections of this prospectus entitled “The Exchange Offer” and “Description of the Exchange Notes.”

Exchange Offer	We are offering to exchange up to $600.0 million aggregate principal amount of the exchange notes for up to $600.0 million aggregate principal amount of the old notes issued on December 23, 2009. The old notes may only be exchanged in multiples of $1,000 principal amount. To be exchanged, an old note must be properly tendered and accepted.
	The exchange notes will evidence the same debt as the old notes. The form and terms of the exchange notes are the same as the form and terms of the old notes except that:
	•        the exchange notes have been registered under the Securities Act and will not bear any legend restricting their transfer;
	•        the exchange notes will bear a different CUSIP number than the old notes; and
	•        the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions for an increase in the interest rate on the old notes in some circumstances relating to the timing of the exchange offer.
Resales Without Further Registration	We believe that the exchange notes issued pursuant to the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
	•        you are acquiring the exchange notes issued in the exchange offer in the ordinary course of your business;
	•        you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, the distribution of the exchange notes issued to you in the exchange offer; and
	•        you are not our “affiliate,” as defined under Rule 405 of the Securities Act.
	Each of the participating broker-dealers that receives exchange notes for its own account in exchange for old notes that were acquired by such broker or dealer as a result of market-making or other activities must acknowledge that it will deliver a prospectus in connection with the resale of the exchange notes.
Expiration Date	5:00 p.m., New York City time, on            , 2010, unless we extend the exchange offer.
Exchange and Registration Rights	The purpose of this exchange offer is to satisfy our obligations under the registration rights agreement to exchange the old notes for exchange notes with substantially identical terms. Once the exchange offer is complete, you will no longer be entitled to any exchange or, except in limited circumstances, registration rights with respect to your old notes, and the exchange notes will not provide for liquidated damages.
Accrued Interest on the Exchange Notes and Old Notes	The exchange notes will bear interest from December 23, 2009 (or the most recent date prior to the closing of the exchange offer on which interest was paid on the old notes). The right to receive interest on the exchange notes will replace the right to receive any payment in respect of interest on old notes accepted for exchange that accrued to the date of issuance of the exchange notes.
Conditions to the Exchange Offer	The exchange offer is conditioned upon certain customary conditions which we may waive and upon compliance with securities laws.
Procedures for Tendering Old Notes	Each holder of old notes wishing to accept the exchange offer must:

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	•        complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal; or
	•        arrange for The Depository Trust Company to transmit certain required information to the exchange agent in connection with a book-entry transfer.
	You must mail or otherwise deliver this documentation together with the old notes to the exchange agent.
Special Procedures for Beneficial Holders	If you beneficially own old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes in the exchange offer, you should contact such registered holder promptly and instruct it to tender on your behalf. If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal for the exchange offer and delivering your old notes, either arrange to have your old notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.
Guaranteed Delivery Procedures	You must comply with the applicable procedures for tendering if you wish to tender your old notes and:
	•        time will not permit your required documents to reach the exchange agent by the expiration date of the exchange offer;
	•         you cannot complete the procedure for book-entry transfer on time; or
	•         your old notes are not immediately available.
Withdrawal Rights	You may withdraw your tender of old notes at any time prior to 5:00 p.m., New York City time, on the date that the exchange offer expires.
Failure to Exchange Will Affect You Adversely	If you are eligible to participate in the exchange offer and you do not tender your old notes, you will not have further exchange or registration rights and your old notes will continue to be subject to restrictions on transfer. Accordingly, the liquidity of the old notes will be adversely affected.
Certain United States Federal Income Tax Considerations	The exchange of old notes for exchange notes pursuant to the exchange offer will not result in a taxable event. Accordingly:
	•        no gain or loss will be realized by a U.S. holder upon receipt of an exchange note;
	•        a holder’s holding period for exchange notes will include the holding period for old notes; and
	•        the adjusted tax basis of the exchange notes will be the same as the adjusted tax basis of the old notes exchanged at the time of such exchange.
	See “Certain Material United States Tax Considerations.”

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Accounting Treatment

The exchange notes will be recorded as the same debt obligation as the old notes as reflected in our accounting records. Accordingly, no gain or loss for accounting purposes will be recognized by us. The expenses of the exchange offer and the unamortized expenses related to the issuance of the exchange notes will be amortized over the term of the exchange notes. See “The Exchange Offer—Accounting Treatment.”

Use of Proceeds

We will not receive any proceeds from the exchange offer. See “Use of Proceeds.”

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The Exchange Notes

Issuer	National Money Mart Company, a Nova Scotia unlimited company.
Notes Offered	$600.0 million aggregate principal amount of 10.375% senior notes due 2016. The exchange notes have terms substantially identical to the $600.0 million aggregate principal amount of 10.375% senior notes due 2016 that were issued on December 23, 2009.
	The exchange notes will evidence the same debt as the old notes. The form and terms of the exchange notes are the same as the form and terms of the old notes except that:
	•        the exchange notes have been registered under the Securities Act and will not bear any legend restricting their transfer;
	•        the exchange notes will bear a different CUSIP number than the old notes; and
	•        the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions for an increase in the interest rate on the old notes in some circumstances relating to the timing of the exchange offer.
Maturity Date	December 15, 2016.
Interest Payment Dates	June 15 and December 15 of each year, commencing on June 15, 2010.
Guarantee	The exchange notes will be fully and unconditionally guaranteed, on a senior unsecured basis, by Parent and certain of its existing and future U.S. and Canadian subsidiaries. See “Description of the Exchange Notes — Guarantees.”
Ranking	The exchange notes and guarantees thereof will:
	•        be effectively subordinated to all of the Issuer’s and the guarantors’ obligations under all secured indebtedness, and be effectively subordinated to all obligations of each of our subsidiaries that is not a guarantor of the notes;
	•        rank pari passu in right of payment with all of Issuer’s and the guarantors’ existing and future unsecured senior indebtedness; and
	•        rank senior in right of payment to all of Issuer’s and the guarantors’ future subordinated indebtedness.
	As of December 31, 2009, after giving effect to the offering of the old notes and the use of the proceeds therefrom, the Transactions and the convertible note exchange, we had approximately (i) $19.6 million aggregate principal amount of senior secured indebtedness outstanding, and an additional $75.0 million, C$28.5 million and GBP 5.0 million under our U.S. revolving loan, Canadian revolving loan and our U.K. overdraft facility, respectively, that we would have been able to borrow, to which the old notes were, and the exchange notes would have been, effectively subordinated to the extent of the value of the collateral, (ii) $120.0 million aggregate principal amount of 2028 notes outstanding and (iii) $80.0 million aggregate principal amount of 2027 notes outstanding (which was reduced to $44.8 million aggregate principal amount in February 2010 as a result of Parent’s repurchases of the 2027 notes in several privately negotiated transactions), to which, in the case of (ii) and (iii), the guarantee of the notes by Parent would be ranked pari passu in right of payment.
	The obligations of the Issuer under the exchange notes and the guarantees of the notes by Parent and our subsidiary guarantors will be structurally senior to Parent’s obligations under the 2027 notes and the 2028 notes to the extent of the amounts payable on the exchange notes, in the case of the Issuer, and the value of the guarantees, in the case of Parent and our subsidiary guarantors.
	For fiscal year 2009 and the six months ended December 31, 2009, after giving effect to the offering of the old notes and the use of the proceeds therefrom in the Transactions, our subsidiaries that will not be guarantors of the exchange notes had total revenue of $138.7 million and $95.4 million, respectively, and as of December 31, 2009, those subsidiaries had assets of $374.4 million and debt and other liabilities of $80.3 million (including inter-company balances).

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Optional Redemption	The Issuer may redeem some or all of the exchange notes at any time on or after December 15, 2013 at the redemption prices set forth in this prospectus. The Issuer may redeem some or all of the exchange notes at any time prior to December 15, 2013 at a price equal to 100% of the principal amount of the exchange notes redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium, as set forth in this prospectus. In addition, the Issuer may redeem up to 35% of the aggregate principal amount of the exchange notes at any time prior to December 15, 2012, using the net proceeds from certain equity offerings at the redemption prices set forth in this prospectus. See “Description of the Exchange Notes — Optional Redemption.”
Change of Control	If the Issuer experiences specific kinds of change of control events, the Issuer must offer to repurchase the exchange notes at a price of 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date. See “Description of the Exchange Notes — Repurchase at the Option of Holders — Change of Control.”
Certain Covenants	The Issuer will issue the exchange notes under the indenture dated December 23, 2009 with the guarantors and U.S. Bank National Association, as trustee. The indenture, among other things, restricts our ability and the ability of our subsidiaries that are guarantors to:
	•        repurchase or redeem equity interests or subordinated indebtedness;
	•        make certain investments;
	•        incur additional indebtedness;
	•        create liens;
	•        incur restrictions on the ability of our subsidiaries to pay dividends or make other payments or transfers to us;
	•        merge or consolidate with or into any other person or transfer all or substantially all of our assets;
	•        enter into transactions with our affiliates; and
	•         enter into sale and leaseback transactions.
	However, these limitations are subject to a number of important qualifications and exceptions. See “Description of the Exchange Notes — Certain Covenants.”
Listing	We do not intend to list the exchange notes on any securities exchange.
Risk Factors	You should carefully consider the information set forth in the section of this prospectus titled “Risk Factors” as well as the other information included in or incorporated by reference in this prospectus before deciding whether to tender your old notes for exchange notes in the exchange.

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SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

     The following table sets forth a summary of our selected consolidated historical financial data as of and for the periods presented. The summary historical financial information as of June 30, 2008 and 2009 and for each of the fiscal years ended June 30, 2007, 2009 and 2009 have been derived from our audited consolidated financial statements incorporated by reference in this prospectus. The summary historical financial information as of and for each of the six-month periods ended December 31, 2008 and 2009 have been derived from our unaudited interim consolidated financial statements incorporated by reference in this prospectus. In the opinion of management, the unaudited interim financial data includes all adjustments, consisting of only normal non-recurring adjustments, considered necessary for a fair presentation of this information. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the entire year.

     We derived our summary pro forma financial data from our pro forma financial statements set forth in “Unaudited Pro Forma Condensed Consolidating Financial Statements.” The following unaudited pro forma condensed consolidating financial statements are based on our historical financial statements and those of MFS incorporated by reference in this prospectus after giving effect to the Transactions. These pro forma financial statements have been prepared applying the assumptions and adjustments described in the accompanying notes.

     The unaudited pro forma condensed consolidating statements of operations data for the periods presented give effect to the Transactions as if they had been consummated on July 1, 2008. DFS’ fiscal year ends on December 31. DFS’ historical statement of operations for the twelve months ended June 30, 2009 represents a compilation of their quarterly periods during the twelve month period ended June 30, 2009. As a result, such statement of operations includes estimates inherent in preparing interim financial statements, which estimates were based on DFS’ actual fiscal years. We describe the assumptions underlying the pro forma adjustments in the accompanying notes, which should also be read in conjunction with these unaudited pro forma condensed consolidating financial statements. You should also read this information in conjunction with the:

• separate unaudited historical consolidated financial statements of Dollar Financial Corp. as of and for the six-month period ended December 31, 2009, incorporated by reference in this prospectus;

• separate audited historical consolidated financial statements of Dollar Financial Corp. as of June 30, 2008 and 2009 and for each of the fiscal years ended June 30, 2007, 2008 and 2009 incorporated by reference in this prospectus;

• separate historical financial statements of MFS as of December 31, 2007 and 2008 and for the years ended December 31, 2007 and 2008, incorporated by reference in this prospectus; and

• separate unaudited historical financial statements of MFS as of and for the nine-month periods ended September 30, 2008 and 2009, incorporated by reference in this prospectus.

     The pro forma adjustments related to the purchase price allocation and financing of the DFS acquisition are preliminary and based on information obtained to date by management, and are subject to revision as additional information becomes available as to, among other things, the fair value of acquired assets and liabilities as well as any pre-acquisition contingencies and finalization of acquisition-related costs. The actual adjustments described in the accompanying notes will be made as of the closing date of the DFS acquisition and may differ from those reflected in these unaudited pro forma condensed financial statements. Revisions to the preliminary purchase price allocation of the DFS acquisition may have a significant impact on the pro forma amounts of total assets, total liabilities and stockholders’ equity, operating expense and costs, depreciation and amortization and interest expense.

     The unaudited pro forma condensed consolidating financial statements should not be considered indicative of actual results that would have been achieved had the Transactions been consummated on the date or for the periods indicated, and do not purport to indicate consolidated balance sheet data or results of operations as of any future date or any future period.

     The summary historical consolidated financial data and unaudited pro forma condensed consolidated statements of operations should be read in conjunction with “Unaudited Pro Forma Condensed Consolidating Financial Statements,” “Selected Financial Data,” and our audited and unaudited consolidated financial statements filed on our most recent Form 10-Q, and our audited consolidated financial statements, filed on our most recent Form 10-K, as amended in our current report on Form 8-K filed with the SEC on March 19, 2010, all included in this prospectus or incorporated by reference herein.

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																Pro Forma
																			Six Months
										Six Months Ended						Year Ended			Ended
	Year Ended June 30,									December 31,						June 30,			December 31,
	2007(1)			2008(1)			2009(1)			2008(1)			2009(1)			2009			2009
				(Dollars in thousands, except for check data or as otherwise indicated)
Consolidated Statement of Operations Data:
Revenues:
Check cashing	$	166,754		$	196,580		$	164,598		$	90,156		$	76,339		$	164,598		$	76,339
Fees from consumer lending		227,445			292,517			275,272			145,657			160,168			275,272			168,676
Money transfer fees		20,879			27,512			26,823			14,394			13,914			26,823			13,914
Other		40,654			55,575			61,160			35,096			44,106			87,923			48,456
Total revenues		455,732			572,184			527,853			285,249			294,549			554,616			307,385
Store and regional expenses:
Salaries and benefits		129,522			159,363			145,716			77,078			74,459			152,282			77,814
Provision for loan losses		45,799			58,458			52,136			30,150			24,358			52,136			24,358
Occupancy		32,270			43,018			41,812			21,640			21,685			42,303			21,921
Depreciation		9,455			13,663			13,075			6,762			7,445			13,238			7,539
Other		83,195			98,452			93,310			51,535			50,096			95,824			51,235
Total store and regional expenses		300,241			372,954			346,049			187,165			178,043			355,783			182,867
Store and regional margin		155,491			199,230			181,804			98,084			116,506			198,833			124,518
Corporate and other expenses:
Corporate expenses		53,327			70,859			68,217			37,114			43,300			68,217			43,300
Other depreciation and amortization		3,390			3,902			3,827			1,978			2,162			9,912			5,207
Interest expense, net(2)		31,462			44,378			43,696			22,204			24,466			89,109			50,960
Loss on extinguishment of debt		31,784			—			—			—			8,813			—			8,813
Goodwill impairment and other charges		24,301			—			—			—			—			—			—
Unrealized foreign exchange loss (gain)		7,551			—			(5,499	)		—			3,912			(5,499	)		3,912
(Proceeds from) provision for litigation settlements		(3,256	)		345			57,920			—			3,275			57,920			1,267
Other expense, net		1,400			367			5,442			(176	)		3,074			2,675			6,349
Income before income taxes		5,532			79,379			8,201			36,445			26,237			(23,501	)		4,710
Income tax provision		37,735			36,015			15,023			15,609			13,870			690			6,186
Net (loss) income		(32,203	)		43,364			(6,822	)		20,836			12,403			(23,501	)		(1,476	)
Less: Net income attributable to non-controlling interests		—			—			—			—			(36	)		—			(36	)
Net (loss) income attributable to Parent	$	(32,203	)	$	43,364		$	(6,822	)	$	20,836		$	12,403		$	(24,191	)	$	(1,440	)
Other Data:
Capital Expenditures	$	19,435		$	23,528		$	15,735		$	7,715		$	11,688		$	15,735		$	11,688
Face amount of checks cashed (in millions)	$	4,341		$	5,256		$	4,501		$	2,455		$	1,987		$	4,501		$	1,987
Face amount of average check	$	482		$	531		$	487		$	493		$	488		$	487		$	488
Average fee per check	$	18.52		$	19.85		$	17.79		$	18.11		$	18.73		$	17.79		$	18.73
Number of checks cashed (in thousands)		9,004			9,902			9,251			4,979			4,075			9,251			4,075
Net write-offs as a % of the face amount of checks cashed		0.29	%		0.31	%		0.29	%		0.37	%		0.21	%		0.29	%		0.21	%
Total company-funded consumer loan originations (in millions)	$	1,322.9		$	1,850.4		$	1,748.2		$	955.2		$	904.3		$	1,748.2		$	904.3
Net charge-offs on company-funded consumer loans as a % of total company-funded consumer loan originations		2.3	%		2.9	%		3.1	%		2.8	%		2.0	%		3.1	%		2.0	%

										Six Months Ended
	Year Ended June 30,									December 31,
	2007(1)			2008(1)			2009(1)			2008(1)			2009(1)
										(Unaudited)
				(Dollars in thousands)
Operating and Other Data:
Net cash provided by (used in):
Operating activities	$	29,277		$	80,756		$	59,204		$	16,670		$	34,583
Investing activities	$	(170,651	)	$	(166,956	)	$	(41,954	)	$	(9,756	)	$	(135,172	)
Financing activities	$	307,358		$	288		$	2,669		$	29,860		$	(219,383	)
Stores in operation at end of period:
Company-owned		902			1,122			1,031			1,078			1,043
Franchised stores/agents		378			330			175			292			129
Total		1,280			1,452			1,206			1,370			1,172

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							Six Months Ended
	Year Ended June 30,						December 31,
	2007(1)		2008(1)		2009(1)		2008(1)		2009(1)
							(Unaudited)
			(Dollars in thousands)
Consolidated Balance Sheet Data (at end of period):
Cash and cash equivalents	$	290,945	$	209,714	$	209,602	$	209,602	$	345,444
Total assets	$	831,775	$	941,412	$	921,465	$	21,465	$	1,244,246
Total debt	$	521,150	$	535,586	$	536,305	$	536,305	$	759,425
Shareholders’ equity	$	199,899	$	239,432	$	209,078	$	209,078	$	252,643

(1)

We have engaged in numerous acquisitions which are reflected in our historical financial statements from the date of such acquisitions and, as a result, the financial information for the periods presented may not be comparable. For additional information see our audited consolidated financial statements and related notes thereto and our unaudited interim consolidated financial statements incorporated by reference in this prospectus.

(2)

Includes $0, $7.8 million, $8.6 million, $2.1 million, $2.3 million, $8.6 million and $4.7 million of primarily non-cash imputed interest expenses related to the adoption of ASC 470-20 (formerly FSP APB 14-1) for the fiscal years ended 2007, 2008, 2009 and for the six months ended December 30, 2008 and 2009 and on a pro forma basis for the year ended June 30, 2009 and for the six months ended December 31, 2009, respectively.

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RISK FACTORS

     You should carefully consider the risks described below, as well as the risks described in the documents incorporated by reference in this prospectus, before electing to exchange your old notes for exchange notes. The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently consider less significant may also impair our business operations. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of the exchange notes and our common stock could decline due to any of these risks, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

If we do not generate a sufficient amount of cash, which depends on many factors beyond our control, our liquidity and our ability to service our indebtedness and fund our operations would be harmed.

     We believe that our cash flow from operations, available cash and available borrowings under our credit facilities will be adequate to meet our future liquidity needs. However, we have substantial debt service obligations, working capital needs and contractual commitments. We cannot assure you that our business will generate sufficient cash flow from operations, that our anticipated revenue growth will be realized or that future borrowings will be available to us under credit facilities in amounts sufficient to enable us to pay our existing indebtedness, fund our expansion efforts or fund our other liquidity needs. In addition, adverse changes in any of the measures above may impact the value of the goodwill or other intangible assets on our balance sheet by causing us to write-down or write-off the balance completely.

Changes in applicable laws and regulations governing consumer protection and lending practices, both domestically and abroad, may have a significant negative impact on our business, results of operations and financial condition.

     Our business is subject to numerous state and certain federal and foreign laws and regulations which are subject to change and which may impose significant costs or limitations on the way we conduct or expand our business. These regulations govern or affect:

• check cashing fees;

• licensing and posting of fees;

• lending practices, such as truth in lending and installment and single-payment lending;

• interest rates and usury;

• loan amount and fee limitations;

• currency reporting;

• privacy of personal consumer information; and

• prompt remittance of proceeds for the sale of money orders.

     As we develop and introduce new products and services, we may become subject to additional federal, state and foreign regulations. In addition, future legislation or regulations may restrict our ability to continue our current methods of operation or expand our operations and may have a negative effect on our business, results of operations and financial condition. In addition, local and federal governments may seek to impose new licensing requirements or interpret or enforce existing requirements in new ways. Our business is also subject to litigation and regulatory proceedings, which could generate adverse publicity or cause us to incur substantial expenditures or modify the way we conduct our business.

     Various anti-cash advance legislation has been proposed or introduced in various state legislatures and in the U.S. Congress. Congressional members continue to receive pressure from consumer advocates and other industry opposition groups to adopt such legislation. Any U.S. federal legislative or regulatory action that severely restricts or prohibits cash advance and similar services, if enacted, could have an adverse impact on our business, prospects, results of operations and financial condition.

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     Currently our check cashing and consumer lending activities are subject to only limited substantive regulation in Canada other than usury laws. Effective May 3, 2007, the Canadian Parliament amended the federal usury law to transfer jurisdiction and the development of laws and regulations of our industry’s consumer loan products to the respective provinces. There can be no assurance that the new regulations that may be adopted would not have a detrimental effect on our consumer lending business in Canada. Historically, our Canadian consumer lending activities were subject to provincial licensing in Saskatchewan, Nova Scotia, New Brunswick and Newfoundland. A federal usury ceiling applied to loans we made to Canadian customers. Such borrowers historically contracted to repay us in cash; if they elected to repay by check, we also collected, in addition to a permissible finance charge, our customary check-cashing fees. To date, the provinces of British Columbia, Saskatchewan, Manitoba, Ontario, Nova Scotia, Prince Edward Island, Alberta and New Brunswick have all passed legislation to regulate short term consumer lenders and each has, or is in the process of adopting the new regulations and rates consistent with the regulations. In general, the regulations proposed and implemented to date are similar to those in effect in the United States which require lenders to be licensed, set maximum limits on the charges to the consumer for a loan and regulate collection practices.

     In the United Kingdom, our consumer lending activities must comply with the Consumer Credit Act of 1974 and related rules and regulations which, among other things, require us to obtain governmental licenses and prescribe the presentation, form and content of loan agreements. The modification of existing laws or regulations in Canada and the United Kingdom, or the adoption of new laws or regulations restricting or imposing more stringent requirements on our international check cashing and consumer lending activities, could increase our operating expenses and significantly limit our international business activities.

Public perception and press coverage of single-payment consumer loans as being predatory or abusive could negatively affect our revenues and results of operations.

     Consumer advocacy groups and some legislators have recently advocated governmental action to prohibit or severely restrict certain types of short-term consumer lending. Typically the consumer groups, some legislators and press coverage focus on lenders that charge consumers interest rates and fees that are higher than those charged by credit card issuers to more creditworthy consumers. This difference in credit cost may become more significant if a consumer does not repay the loan promptly, but renews the loan for one or more additional short-term periods. These types of short-term single-payment loans are often characterized by consumer groups, some legislators and press coverage as predatory or abusive toward consumers. If consumers accept this negative characterization of certain single-payment consumer loans and believe that the loans we provide to our customers fit this characterization, demand for our loans could significantly decrease, which could negatively affect our revenues and results of operations.

If our estimates of loan losses are not adequate to absorb losses, our results of operations and financial condition may be adversely affected.

     We maintain an allowance for loan losses for anticipated losses on company-funded loans and loans in default. To estimate the appropriate level of loan loss reserves, we consider known and relevant internal and external factors that affect loan collectability, including the amount of outstanding loans owed to us, historical loans charged off, current collection patterns and current economic trends. Our current allowance for loan losses is based on our charge-offs, expressed as a percentage of loan amounts originated for the last twelve months applied against the principal balance of outstanding loans. As of December 31, 2009, our allowance for loan losses on company-funded consumer loans that were not in default was $15.8 million and our allowance for losses on loans in default was $17.1 million. These reserves, however, are estimates, and if actual loan losses are materially greater than our loan loss reserves, our results of operations and financial condition could be adversely affected.

Legal proceedings may have a material adverse impact on our results of operations or cash flows in future periods.

     We are currently subject to a number of legal proceedings. We are vigorously defending these proceedings. In addition, we are likely to be subject to further legal proceedings in the future. The resolution of any current or future legal proceeding could cause us to have to refund fees and/or interest collected, refund the principal amount of advances, pay damages or other monetary penalties and/or modify or terminate our operations in particular local and federal jurisdictions. We may also be subject to adverse publicity. Defense of any legal proceedings, even if successful, requires substantial time and attention of our senior officers and other management personnel that would otherwise be spent on other aspects of our business and requires the expenditure of significant amounts for legal fees and other related costs. Settlement of lawsuits may also result in significant payments and modifications to our operations. Any of these events could have a material adverse effect on our business, prospects, results of operations and financial condition.

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Competition in the financial services industry could cause us to lose market share and revenues.

     The industry in which we operate is highly fragmented and very competitive. In addition, we believe that the market will become more competitive as the industry consolidates. In addition to other check cashing stores and consumer lending stores in the United States, Canada, the United Kingdom and Europe, we compete with banks and other financial services entities and retail businesses that cash checks, offer consumer loans, sell money orders, provide money transfer services or offer other products and services offered by us. Some of our competitors have larger and more established customer bases and substantially greater financial, marketing and other resources than we have. As a result, we could lose market share and our revenues could decline, thereby affecting our ability to generate sufficient cash flow to service our indebtedness and fund our operations.

Unexpected changes in foreign tax rates could negatively impact our operating results.

     We currently conduct significant check cashing and consumer lending activities internationally. Our foreign subsidiaries accounted for 76.5% of our total revenues during the three months ended December 31, 2009 and 69.0% of our total revenues during the three months ended December 31, 2008. Our financial results may be negatively impacted to the extent tax rates in foreign countries where we operate increase and/or exceed those in the United States and as a result of the imposition of withholding requirements on foreign earnings.

Risk and uncertainties related to political and economic conditions in foreign countries in which we operate could negatively impact our operations.

     We currently conduct significant check cashing and consumer lending activities internationally. If political, regulatory or economic conditions deteriorate in these countries, our ability to conduct our international operations could be limited and our costs could be increased. Moreover, actions or events could occur in these countries that are beyond our control, which could restrict or eliminate our ability to operate in such jurisdictions or significantly reduce product demand and the expected profitability of such operations.

The international scope of our operations may contribute to increased costs and negatively impact our operations.

     Our operations in Canada and the United Kingdom are significant to our business and present risks which may vary from those we face domestically. At December 31, 2009, assets held by our foreign subsidiaries represented 64.5% of our total assets. Since international operations increase the complexity of an organization, we may face additional administrative costs in managing our business. In addition, most countries typically impose additional burdens on non-domestic companies through the use of local regulations, tariffs and labor controls. Unexpected changes to the foregoing could negatively impact our operations.

Foreign currency fluctuations may adversely affect our results of operations.

     We derive significant revenue, earnings and cash flow from our operations in Canada and the United Kingdom. Our results of operations are vulnerable to currency exchange rate fluctuations principally in the Canadian dollar and the British pound against the United States dollar. We estimate that a 10.0% change in foreign exchange rates by itself would have impacted reported pre-tax earnings from continuing operations (exclusive in the six months ended December 31, 2009 of losses on extinguishment of debt of $8.4 million, unrealized foreign exchange losses of approximately $3.9 million, losses on derivatives not designated as hedges of $3.3 million and losses on store closings of approximately $0.7 million) by approximately $5.5 million for the six months ended December 31, 2009 and $6.2 million (exclusive of losses on store closings of approximately $2.4 million) for the six months ended December 31, 2008. This impact represents 12.2% of our consolidated foreign pre-tax earnings for the six months ended December 31, 2009 and 14.8% of our consolidated foreign pre-tax earnings for the six months ended December 31, 2008.

Demand for our products and services is sensitive to the level of transactions effected by our customers, and accordingly, our revenues could be affected negatively by a general economic slowdown.

     A significant portion of our revenues is derived from cashing checks and consumer lending. Revenues from check cashing and consumer lending accounted for 25.2% and 54.2%, respectively, of our total revenues during the three months ended December 31, 2009 and 31.5% and 50.9%, respectively, of our total revenues during the three months ended December 31, 2008. Any changes in economic factors that adversely affect consumer transactions and employment could reduce the volume of transactions that we process and have an adverse effect on our revenues and results of operations.

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If the national and worldwide financial crisis continues, potential disruptions in the credit markets may negatively impact the availability and cost of short-term borrowing under our senior secured credit facility, which could adversely affect our results of operations, cash flows and financial condition.

     If internal funds are not available from our operations and after utilizing our excess cash we may be required to rely on the banking and credit markets to meet our financial commitments and short-term liquidity needs. Disruptions in the capital and credit markets, as have been experienced during 2008 and 2009, could adversely affect our ability to draw on our revolving loans. Our access to funds under that credit facility is dependent on the ability of the banks that are parties to the facility to meet their funding commitments. Those banks may not be able to meet their funding commitments to us if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests from us and other borrowers within a short period of time. In addition, the effects of the global recession and its effects on our operations and the translational effects of our foreign operations, could cause us to have difficulties in complying with our credit agreements.

     Longer term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives, or failures of significant financial institutions could adversely affect our ability to refinance our outstanding indebtedness on favorable terms, if at all. The lack of availability under, and the inability to subsequently refinance, our indebtedness could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged. Such measures could include deferring capital expenditures, including acquisitions, and reducing or eliminating other discretionary uses of cash.

Our business model for our legal document processing services business is being challenged in the courts, as well as by state legislatures, which could result in our discontinuation of these services in any one or more jurisdictions.

     Our business model for our legal document processing services business is being challenged in various states and, at the federal level, by various United States bankruptcy trustees, as the unauthorized practice of law. A finding in any of these pending lawsuits and proceedings that our legal document processing services business model constitutes the unauthorized practice of law could result in our discontinuation of these services in any one or more jurisdictions.

     Future legislative and regulatory activities and court orders may restrict our ability to continue our current legal document processing services business model or expand its use. For example, there have been recent efforts by various trade and state bar associations and state legislatures and regulators to define the practice of law in a manner which would prohibit the preparation of legal documents by non-attorneys or prohibit non-attorneys from offering for sale certain legal documents.

Changes in local rules and regulations such as local zoning ordinances could negatively impact our business, results of operations and financial condition.

     In addition to state and federal laws and regulations, our business can be subject to various local rules and regulations such as local zoning regulations. Any actions taken in the future by local zoning boards or other local governing bodies to require special use permits for, or impose other restrictions on, our ability to provide products and services could adversely affect our ability to expand our operations or relocate existing stores.

A reduction in demand for our products and services and failure by us to adapt to such reduction could adversely affect our business and results of operations.

     The demand for a particular product or service we offer may be reduced due to a variety of factors, such as regulatory restrictions that decrease customer access to particular products, the availability of competing products or changes in customers’ preferences or financial conditions. Should we fail to adapt to significant changes in our customers’ demand for, or access to, our products or services, our revenues could decrease significantly and our operations could be harmed. Even if we do make changes to existing products or services or introduce new products or services to fulfill customer demand, customers may resist or may reject such products or services. Moreover, the effect of any product change on the results of our business may not be fully ascertainable until the change has been in effect for some time and by that time it may be too late to make further modifications to such product or service without causing further harm to our business and results of operations.

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Our business and results of operations may be adversely affected if we are unable to manage our growth effectively.

     Our expansion strategy, which contemplates the addition of new stores, the acquisition of competitor stores and acquiring or developing new distribution channels for our products in the United States, Canada, the United Kingdom, the Republic of Ireland, Poland and other international markets, is subject to significant risks. Our continued growth is dependent upon a number of factors, including the ability to hire, train and retain an adequate number of experienced management employees, the availability of adequate financing for our expansion activities, the ability to successfully transition acquired stores or their historical customer base to our operating platform, the ability to obtain any government permits and licenses that may be required, the ability to identify and overcome cultural and linguistic differences which may impact market practices within a given geographic region, and other factors, some of which are beyond our control. There can be no assurance that we will be able to successfully grow our business or that our current business, results of operations and financial condition will not suffer if we are unable to do so. Expansion beyond the geographic areas where the stores are presently located will increase demands on management and divert their attention. In addition, expansion into new products and services will present new challenges to our business and will require additional management time.

Our ability to open and acquire new stores is subject to outside factors and circumstances over which we have limited control or that are beyond our control which could adversely affect our growth potential.

     Our expansion strategy includes acquiring existing stores and opening new ones. The success of this strategy is subject to numerous outside factors, such as the availability of attractive acquisition candidates, the availability of acceptable business locations, the ability to access capital to acquire and open such stores and the ability to obtain required permits and licenses. We have limited control, and in some cases, no control, over these factors. Moreover, the start-up costs and the losses we likely would incur from initial operations attributable to each newly opened store place demands upon our liquidity and cash flow, and we cannot assure you that we will be able to satisfy these demands. The failure to execute our expansion strategy would adversely affect our ability to expand our business and could materially adversely affect our revenue, profitability and results of operations.

If we do not successfully integrate newly acquired businesses into our operations, our performance and results of operations could be negatively affected.

     We have historically grown through strategic acquisitions and a key component of our growth strategy is to continue to pursue attractive acquisition opportunities. The success of our acquisitions is dependent, in part, upon our effectively integrating the management, operations and technology of acquired businesses into our existing management, operations and technology platforms, of which there can be no assurance. The failure to successfully integrate acquired businesses into our organization could materially adversely affect our business, prospects, results of operations and financial condition.

Our check cashing services may further diminish because of technological advances.

     We derive a significant component of our revenues from fees associated with cashing payroll, government and personal checks. Recently, there has been increasing penetration of electronic banking services into the check cashing and money transfer industry, including direct deposit of payroll checks and electronic transfer of government benefits. To the extent that checks received by our customer base are replaced with such electronic transfers, demand for our check cashing services could decrease.

Our business is seasonal in nature, which causes our revenues and earnings to fluctuate.

     Our business is seasonal due to the impact of several tax-related services, including cashing tax refund checks, making electronic tax filings and processing applications for refund anticipation loans. Historically, we have generally experienced our highest revenues and earnings during the third fiscal quarter ending March 31 when revenues from these tax-related services peak. This seasonality requires us to manage our cash flows over the course of the year. If our revenues were to fall substantially below what we would normally expect during certain periods, our financial results would be adversely impacted and our ability to service our debt, including our ability to make interest payments on our debt, may also be adversely affected.

Because we maintain a significant supply of cash in our stores, we may be subject to cash shortages due to robbery, employee error and theft.

     Since our business requires us to maintain a significant supply of cash in each of our stores, we are subject to the risk of cash shortages resulting from robberies, as well as employee errors and theft. Although we have implemented various programs to reduce these risks, maintain insurance coverage for theft and provide security, systems and processes for our employees and facilities, we

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cannot assure you that robberies, employee error and theft will not occur and lead to cash shortages that could adversely affect our results of operations.

If we lose key management or are unable to attract and retain the talent required for our business, our operating results could suffer.

     Our future success depends to a significant degree upon the members of our senior management team, which have been instrumental in procuring capital to assist us in executing our growth strategies, identifying and negotiating domestic and international acquisitions and providing expertise in managing our developing international operations. The loss of the services of one or more members of senior management could harm our business and future development. Our continued growth also will depend upon our ability to attract and retain additional skilled management personnel. If we are unable to attract and retain the requisite personnel as needed in the future, our operating results and growth could suffer.

A catastrophic event at our corporate or international headquarters or our centralized call-center facilities in the United States, Canada and the United Kingdom could significantly disrupt our operations and adversely affect our business, results of operations and financial condition.

     Our global business management processes are primarily provided from our corporate headquarters in Berwyn, Pennsylvania, and our operations headquarters in Victoria, British Columbia, Nottingham, England and a satellite office in Fort Lauderdale, Florida. We also maintain a centralized call-center facility in Salt Lake City, Utah that performs customer service, collection and loan-servicing functions for our consumer lending business, as well as similar facilities in Victoria, British Columbia, Nottingham, England and a satellite office in Fort Lauderdale, Florida. We have in place disaster recovery plans for each of these sites, including data redundancy and remote information back-up systems, but if any of these locations were severely damaged by a catastrophic event, such as a flood, significant power outage or act of terror, our operations could be significantly disrupted and our business, results of operations and financial condition could be adversely impacted.

Any disruption in the availability of our information systems could adversely affect our business operations.

     We rely upon our information systems to manage and operate our stores and business. Each store is part of an information network that is designed to permit us to maintain adequate cash inventory, reconcile cash balances on a daily basis and report revenues and expenses to our headquarters. Our back-up systems and security measures could fail to prevent a disruption in our information systems. Any disruption in our information systems could adversely affect our business, prospects, results of operations and financial condition.

In the event that our cash flow from operations are not sufficient to meet our future liquidity needs, a portion of the goodwill on our balance sheet could become impaired, which could significantly impact our total stockholders’ equity.

     In the event that our cash flow from operations are not sufficient to meet our future liquidity needs, a portion of the goodwill on our balance sheet could become impaired as the fair value of our goodwill is estimated based upon a present value technique using discounted future cash flows. The balance of our goodwill as of December 31, 2009 of $475.4 million exceeded total stockholders’ equity of $252.6 million. As a result, a decrease to our cash flow from operations could result in a charge that significantly impacts the balance of our total shareholders’ equity.

Risks Related to the Exchange Notes and Our Indebtedness

We have a holding company structure and may not be able to generate sufficient cash to service all of our indebtedness, including the exchange notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

     Parent and certain guarantors are holding companies and conduct most of their operations through subsidiaries. Certain guarantors’, including Parent’s, operating cash flows and consequently their ability to service their debt, including the guarantee obligations if the Issuer were to default on its obligations, are therefore principally dependent upon their subsidiaries’ earnings and their distributions of those earnings to them and may also be dependent upon loans, advances or other payments of funds to them by those subsidiaries. In some circumstances, the subsidiaries of these guarantors may be unable to pay them dividends or otherwise make payments to these guarantors, including as a result of insufficient cash flow, restrictive covenants in loan agreements, foreign exchange limitations or other regulatory restrictions. If the subsidiaries of these guarantors are unable to pay them dividends or otherwise make payments to these guarantors, the guarantors will not be able to make debt service payments on the guarantee obligations under the exchange notes.

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In addition, any payments of dividends, distributions, loans or advances to us by our subsidiaries could be subject to legal and contractual restrictions. Our operating subsidiaries are permitted under the terms of our indebtedness, including the indenture governing the exchange notes and our senior secured credit facility to incur additional indebtedness that may restrict payments from those subsidiaries to us. The agreements governing the current and future indebtedness of our operating subsidiaries may not permit those subsidiaries to provide Parent and certain other guarantors with sufficient cash to meet their guarantee obligations on the exchange notes when due. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, seek additional capital or seek to restructure or refinance our indebtedness, including the exchange notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to sell material assets or operations to attempt to meet our debt service and other obligations. Our senior secured credit facility restricts our ability to use the proceeds from asset sales. We may not be able to consummate those asset sales to raise capital or sell assets at prices that we believe are fair and proceeds that we do receive may not be adequate to meet any debt service obligations then due.

The exchange notes will be subject to a change of control provision, and we may not have the ability to raise the funds necessary to fulfill our obligations under the notes following a change of control.

     We may not have the ability to raise the funds necessary to fulfill our obligations under the exchange notes following a “change of control” as defined in the indenture governing the exchange notes. Under the indenture governing the notes, upon the occurrence of a defined change of control, we will be required to offer to repurchase all outstanding exchange notes at 101% of the principal amount thereof plus, without duplication, accrued and unpaid interest and special interest, if any, to the date of repurchase. However, we may not have sufficient funds at the time of the change of control to make the required repurchase of the notes. Our failure to make or complete a change of control offer would place us in default under the indenture governing the notes. In addition, we are not permitted to make a change in control payment for the notes under our senior secured credit facility.

Your right to receive payments on the exchange notes could be adversely affected if any of our non-guarantor subsidiaries declares bankruptcy, liquidate or reorganize.

     Parent and some, but not all, of its direct and indirect U.S. and Canadian subsidiaries guarantee the exchange notes. As a result, you are creditors of only the Issuer and Parent and certain of its U.S. and Canadian subsidiaries that guarantee the exchange notes. In the case of subsidiaries that are not guarantors and those U.S., Canadian and U.K. subsidiaries of Parent which are borrowers or guarantors under our senior secured credit facility, all the existing and future liabilities of those subsidiaries, including any claims of trade creditors, debt holders and preferred stockholders, are effectively senior to the exchange notes and related guarantees. Subject to limitations in our senior secured credit facility, as amended in connection with the Transactions, and the indenture governing the notes, non-guarantor subsidiaries may incur additional indebtedness in the future (and may incur other liabilities without limitation). In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, their creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. For fiscal year 2009 and the six months ended December 31, 2009, our subsidiaries that will not be guarantors of the exchange notes had total revenue of $138.7 million and $95.4 million respectively, and as of December 31, 2009, those subsidiaries had assets of $374.4 million and debt and other liabilities of $80.3 million (including inter-company balances).

We are subject to restrictive covenants imposed by our senior secured credit facility and by the indenture governing the notes.

     Our senior secured credit facility, as amended in connection with the Transactions, and the indenture governing the notes contain numerous financial and operating covenants. These covenants restrict or limit, among other things, our ability to:

• dispose of assets;

• make capital expenditures;

• repurchase or redeem equity interests or subordinated indebtedness;

• make principal payments or prepayments on the notes;

• make certain investments;

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• incur additional indebtedness;

• create liens;

• incur restrictions on the ability of our subsidiaries to grant liens or to pay dividends or make other payments or transfers to us;

• merge or consolidate with or into any other person or transfer all or substantially all of our assets;

• enter into new businesses unrelated to our existing business;

• enter into transactions with our affiliates;

• enter into swap agreements; and

• enter into sale and leaseback transactions.

Our senior secured credit facility also requires us to maintain minimum financial ratios. Such financial ratios are a maximum ratio of debt to EBITDA, a maximum ratio of secured debt to EBITDA and a minimum ratio of EBITDA to fixed charges. The restrictions in our senior secured credit facility and restrictions in the indenture governing the notes limit our financial and strategic flexibility, and may prohibit or limit any contemplated strategic initiatives and limit our ability to grow and increase our revenues or respond to competitive changes. The failure to comply with the covenants would result in a default and permit the lenders under our senior secured credit facility to accelerate the maturity of the indebtedness issued thereunder, and we could be prohibited from making any principal payments on the exchange notes.

     Agreements governing future indebtedness could also contain significant financial and operating restrictions. A failure to comply with the obligations contained in the indenture governing the notes could result in an event of default under the indenture, which could permit acceleration of the notes and acceleration of debt under other instruments that may contain cross-acceleration or cross-default provisions. We are not certain whether we would have, or be able to obtain, sufficient funds to make these accelerated payments. If not, the exchange notes would likely lose much or all of their value.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the exchange notes.

     Any default under the agreements governing our indebtedness, including a default under our senior secured credit facility, that is not waived by the required lenders or holders of such indebtedness, and the remedies sought by the holders of such indebtedness could prevent us from paying principal, premium, if any, and interest on the exchange notes and substantially decrease the market value of the exchange notes. If we are unable to generate sufficient cash flow or are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants in the agreements governing our indebtedness, including the covenants contained in our senior secured credit facility, we would be in default under the terms of the agreements governing such indebtedness. In the event of such a default under our senior secured credit facility, as amended in connection with the Transactions, including a failure to satisfy the minimum financial ratios:

• the lenders under our senior secured credit facility could elect to terminate their commitments thereunder, declare all the outstanding loans thereunder to be due and payable and, if not promptly paid, institute foreclosure proceedings against our assets;

• even if those lenders do not declare a default, they may be able to cause all of our available cash to be used to repay their loans; and

• such default could cause a cross-default or cross-acceleration under our other indebtedness.

     As a result of such default and any actions the lenders may take in response thereto, we could be forced into bankruptcy or liquidation.

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Despite the level of our indebtedness, we may still incur significantly more indebtedness. This could further increase the risks associated with our indebtedness.

     Despite our current level of indebtedness, we may need to incur significant additional indebtedness, including secured indebtedness, in the future. Although our senior secured credit facility and the indenture governing the notes contain restrictions on our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and, under certain circumstances, the indebtedness incurred in compliance with such restrictions could be substantial. If new indebtedness is added to our current debt levels, the related risks that we face would be increased, and we may not be able to meet all our debt obligations, including repayment of the exchange notes, in whole or in part.

The exchange notes will be senior unsecured obligations of National Money Mart Company guaranteed by Parent and certain of its subsidiaries, and as unsecured indebtedness will be effectively junior to any secured indebtedness to the extent of the security for such secured indebtedness.

     The exchange notes will be general unsecured obligations that rank junior in right of payment to all of our existing and future secured indebtedness. Our senior secured credit facility is secured by substantially all of our assets. Our senior secured credit facility will mature prior to the maturity of the exchange notes. If we become insolvent or are liquidated, or if payment of any secured indebtedness is accelerated, the holders of the secured indebtedness will be entitled to exercise the remedies available to secured lenders under applicable law, including the ability to foreclose on and sell the assets securing such indebtedness in order to satisfy such indebtedness. In any case, any remaining assets may be insufficient to repay the exchange notes.

There is no established trading market for the exchange notes.

     We do not intend to apply for listing of the exchange notes on any securities exchange. As a result, an active trading market for the exchange notes may not develop. If an active trading market does not develop or is not maintained, the market price and liquidity of the exchange notes may be adversely affected. In that case, holders of the exchange notes may not be able to sell their exchange notes at a particular time or you may not be able to sell your exchange notes at a favorable price. Future trading prices of the exchange notes will depend on many factors, including:

• our operating performance and financial condition;

• the estimates, expectations and/or recommendations of securities analysts of us or the retail industry generally;

• the interest of securities dealers in making a market; and

• the market for similar securities.

Dollar Financial Corp. and certain of its direct and indirect wholly-owned U.S. and Canadian subsidiaries will guarantee the exchange notes on a senior unsecured basis. Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.

     Under the terms of the indenture governing the exchange notes, the exchange notes will be guaranteed on a senior unsecured basis by Parent and some, but not all, of its direct and indirect wholly-owned U.S. and Canadian subsidiaries. If Parent or one of the subsidiaries that is a guarantor of the exchange notes becomes the subject of a bankruptcy case or a lawsuit filed by unpaid creditors of any such guarantor, the guarantees entered into by these guarantors may be reviewed under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws. Under these laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to other obligations of a guarantor, if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

• received less than reasonably equivalent value or fair consideration for entering into the guarantee; and either:

• was insolvent or rendered insolvent by reason of entering into the guarantee; or

• was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that it would incur, debts or contingent liabilities beyond its ability to pay such debts or contingent liabilities as they become due.

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     In such event, any payment by a guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the guarantor’s creditors, under those circumstances.

     If a guarantee of a guarantor were voided as a fraudulent conveyance or held unenforceable for any other reason, in all likelihood holders of the exchange notes would be creditors solely of National Money Mart Company and those guarantors whose guarantees had not been voided. The exchange notes then would in effect be structurally subordinated to all liabilities of the guarantor whose guarantee was voided.

     The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or

• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts or contingent liabilities as they become due.

     We cannot assure you as to what standard a court would use to determine whether or not a guarantor would be solvent at the relevant time, or regardless of the standard used, that the guarantee would not be subordinated to any guarantor’s other debt.

     If a court held that the guarantees should be voided as fraudulent conveyances, the court could void, or hold unenforceable, the guarantees, which could mean that you may not receive any payments under the guarantees, and the court may direct you to return any amounts that you have already received from any guarantor. Furthermore, the holders of the exchange notes would cease to have any direct claim against the applicable guarantor. Consequently, any former guarantor’s assets would be applied first to satisfy its other liabilities, before any portion of its assets could be applied to the payment of the exchange notes.

     Each guarantee contains a provision intended to limit the guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer law, or may reduce or eliminate the guarantor’s obligation to an amount that effectively makes the guarantee worthless.

There are restrictions on the resale of old notes.

     The old notes are not registered under the Securities Act or under the securities laws of any state and may not be resold, offered for resale or otherwise transferred unless they are subsequently registered or resold pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. If you do not exchange your old notes for exchange notes pursuant to the exchange offer, you will not be able to resell, offer to resell or otherwise transfer the old notes unless they are registered under the Securities Act or unless you resell them, offer to resell them or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act. We will no longer be under an obligation to register the old notes under the Securities Act, except in the limited circumstances provided in the registration rights agreement. In addition, to the extent that the old notes are tendered for exchange and accepted in the exchange offer, the trading market for the untendered and tendered but unaccepted old notes could be adversely affected.

Risks Related to the DFS Business

The DFS business relies upon exclusive contractual relationships with its service providers, and the DFS business would be harmed from the loss of any of these service providers or if alternate service providers are needed but cannot be arranged or are not available.

     DFS is an established business that provides services to enlisted military personnel who make application for auto loans to purchase new and used vehicles that are funded and serviced under an exclusive agreement with a major third-party national bank based in the United States. DFS’s revenue comes from fees related to the loan application which are paid by the third-party national bank and fees from the sale of ancillary products such as warranty service contracts and GAP insurance coverage. DFS relies upon exclusive contractual relationships with the third-party national bank for the funding and servicing of auto loans made in connection with

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qualifying applications submitted for its customers through DFS’s MILES program, a third-party provider for service contracts and a third-party provider for GAP insurance contracts. If events were to occur which resulted in DFS losing any or all of these contractual relationships, or which resulted in a material reduction in the services provided, a material increase in the cost of the services provided or a material reduction in the fees earned by DFS for the services provided under these exclusive contractual relationships, DFS could be required to locate new or alternate service providers. In such event, and until DFS would be able to locate new or alternate service providers, the DFS business could be significantly disrupted. In addition, these new or alternate service providers may offer services that are more costly to DFS’s customers or that pay premiums or fees below the level that DFS currently receives. These changes could have a material adverse effect on our business and negatively affect our revenues and results of operations.

Potential disruptions in the credit markets may negatively impact the availability and cost of auto loans which could adversely affect DFS’s results of operations, cash flows and financial condition.

     The auto loans made in connection with qualifying applications submitted for its customers through DFS’s MILES program are funded and serviced under an exclusive agreement with a major third-party national bank based in the United States. Disruptions in the capital and credit markets could adversely affect the third-party national bank’s ability to continue funding and servicing these auto loans. In addition, longer term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives, or failures of significant financial institutions could adversely affect DFS’s ability to make arrangements with replacement or alternate lenders on favorable terms, if at all. If this third-party national bank were to provide DFS notice under its contract with DFS of its intent to terminate the contract, DFS would be required to find new or alternate service providers of credit arrangements for its customers. Increases in the costs of auto loans, reductions in the fees paid to DFS in connection with auto loans or declines in business while replacement or alternate lenders are arranged could adversely affect our results of operations, cash flows and financial condition.

The DFS business relies upon ongoing enlistment in the U.S. military and budget cuts that reduce enlistments or reduce the number of active duty military personnel could harm the DFS business.

     DFS offers its services to enlisted active duty U.S. military personnel. The number of enlisted active duty military personnel and the number of recruits joining the military each year are subject to the U.S. defense budget. Cuts in the U.S. defense budget may result in reductions in recruitment targets, reductions in the number of active duty military personnel or both, any of which would reduce the overall number of potential DFS customers or potentially reduce demand for the services offered by DFS which would cause our revenue to decline and could otherwise harm our business, financial condition and results of operations.

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USE OF PROCEEDS

     This exchange offer is intended to satisfy our obligations under the registration rights agreement. We will not receive any proceeds from the exchange offer. You will receive, in exchange for the old notes tendered by you and accepted by us in the exchange offer, the same principal amount of exchange notes. The old notes surrendered in exchange for the exchange notes will be retired and will not result in any increase in our outstanding debt. Any surrendered but unaccepted old notes will be returned to you and will remain outstanding.

RATIO OF EARNINGS TO FIXED CHARGES

     Our consolidated ratios of earnings to fixed charges on an actual basis for each of the last five fiscal years and for the six month periods ended December 31, 2008 and 2009, and on a pro forma basis after giving effect to the Transactions for each of the fiscal year ended June 30, 2009 and the six month periods ended December 31, 2008 and 2009, are set forth below. For the purpose of computing these ratios, earnings consist of income from continuing operations before provision for taxes on income, minority interest and cumulative effect of a change in accounting principle less minority interest adjusted for fixed charges, excluding capitalized interest. “Fixed charges” consists of interest expense (which includes amortization of debt expenses), capitalized interest and an estimate of the interest factor in our leases. It is not practicable to calculate the interest factor in a material portion of our leases. The ratio was calculated by dividing the sum of the fixed charges into the sum of the earnings from continuing operations before taxes and fixed charges.

	Actual							Pro Forma
						For the six month		For the fiscal	For the six month
	For the fiscal years					period ended		year	period ended
	ended June 30,					December 31,		ended June 30,	December 31,
	2005	2006	2007	2008	2009	2008	2009	2009	2009
Ratio of earnings to fixed charges	1.5x	1.9x	1.1x	2.2x	1.1x	2.2x	1.8x	1.1x	1.4x

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CAPITALIZATION

     The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2009, and gives effect to (i) the offering of the old notes and use of the proceeds therefrom, (ii) the Transactions and (iii) the exchange of $120.0 million aggregate principal amount of Parent’s 2.875% senior convertible notes due 2027 for a like aggregate principal amount of Parent’s 3.00% senior convertible notes due 2028.

     The following table does not give effect to Parent’s repurchases in February 2010 of $35,200,000 aggregate principal amount of 2027 notes in privately negotiated transactions with three holders of the 2027 notes.

	As of
	December 31, 2009
	(Unaudited)
	(Dollars in
	millions)
Cash and cash equivalents	$	345.4
Long-Term Debt:
U.S. revolving loan(1)(2)		—
Canadian revolving loan(1)		—
U.K. overdraft facility(1)		—
Canadian and U.K. term loans		18.6
2.875% senior convertible notes due 2027(3)		80.0
2.875% senior convertible notes due 2027 discount		(13.4	)
3.00% senior convertible notes due 2028 (4)		120.0
3.00% senior convertible notes due 2028 discount		(42.2	)
10.375% senior notes due 2016		600.0
10.375% senior notes due 2016 discount		(3.6	)
Total debt		759.4
Total stockholders’ equity		252.6
Total capitalization	$	1,012.0

(1)	As of December 31, 2009, we would have been able to borrow $75.0 million, C$28.5 million and GBP 5.0 million under our U.S. revolving loan, Canadian revolving loan and our U.K. overdraft facility, respectively.
(2)	As of December 31, 2009, there were $13.6 million of outstanding letters of credit under our U.S. revolving loan.
(3)	Reflects the aggregate principal amount of 2027 notes outstanding as of December 31, 2009. As of December 31, 2009, the carrying value of the 2027 notes under U.S. GAAP was $66.6 million.
(4)	Reflects the aggregate principal amount of 2028 notes outstanding as of December 31, 2009. As of December 31, 2009, the carrying value of the 2028 notes was $77.8 million.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

     On December 23, 2009, a wholly owned subsidiary of DFG acquired all of the outstanding membership interests of MFS, and, as a result of such transaction, MFS became a wholly owned subsidiary of DFG. We refer to this business combination as the DFS acquisition. For the purposes of these unaudited pro forma condensed consolidating financial statements, we refer to the following events as the Transactions, each of which was completed on December 23, 2009:

• the offering by Issuer of $596.4 million of old notes ($600.0 million face value net of a $3.6 million issuance discount);

• the use by the Issuer of a portion of the proceeds from the offering of the old notes to purchase an equity interest in Dollar Financial U.K. and the purchase by the Issuer of newly issued shares of Dollar Financial U.K.;

• the prepayment of approximately $350.0 million of the approximately $369.6 million outstanding under our term loans under our senior secured credit facility, reducing the outstanding balance to approximately $19.6 million;

• amending the terms of our senior secured credit facility subject to certain future conditions to provide, among other things, for an extension of a majority of our revolving loans and remaining term loans from October 2011 and October 2012, respectively, to December 2014;

• the payment of approximately $17.0 million of fees and expenses related to the amendment described above and the issuance of the old notes; and

• the acquisition by a wholly-owned subsidiary of DFG of all of the outstanding membership interests of MFS, as a result of which MFS became a wholly-owned subsidiary of DFG, and the payment of approximately $117.8 million plus approximately $5.4 million on account of the working capital of MFS and its subsidiary as of the closing date.

     The following unaudited pro forma condensed consolidating financial statements are based on our historical financial statements and those of MFS incorporated by reference in this prospectus after giving effect to the Transactions. These pro forma financial statements have been prepared applying the assumptions and adjustments described in the accompanying notes.

     The unaudited pro forma condensed consolidating statements of operations data for the periods presented give effect to the Transactions as if they had been consummated on July 1, 2008. We describe the assumptions underlying the pro forma adjustments in the accompanying notes, which should also be read in conjunction with these unaudited pro forma condensed consolidating financial statements. You should also read this information in conjunction with the:

• separate unaudited historical consolidated financial statements of Dollar Financial Corp. as of and for the six-month period ended December 31, 2009, incorporated by reference in this prospectus;

• separate audited historical consolidated financial statements of Dollar Financial Corp. as of and for the fiscal year ended June 30, 2009, incorporated by reference in this prospectus;

• separate historical financial statements of MFS as of and for the years ended December 31, 2007 and 2008, incorporated by reference in this prospectus; and

• separate unaudited historical financial statements of MFS as of and for the nine-month periods ended September 30, 2008 and 2009, incorporated by reference in this prospectus.

     The pro forma adjustments related to the purchase price allocation and financing of the DFS acquisition are preliminary and based on information obtained to date by management, and are subject to revision as additional information becomes available as to, among other things, the fair value of acquired assets and liabilities as well as any pre-acquisition contingencies and finalization of acquisition-related costs. The actual adjustments described in the accompanying notes will be made as of the closing date of the DFS acquisition and may differ from those reflected in these unaudited pro forma condensed consolidating financial statements. Revisions to the preliminary purchase price allocation may have a significant impact on the pro forma amounts of total assets, total liabilities and stockholders’ equity, operating expense and costs, depreciation and amortization and interest expense.

     The unaudited pro forma condensed consolidating financial statements should not be considered indicative of actual results that would have been achieved had the Transactions been consummated on the date or for the periods indicated, and do not purport to indicate consolidated balance sheet data or results of operations as of any future date or any future period.

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Dollar Financial Corp.

Unaudited Pro Forma Condensed Consolidating Statement of Operations
For the Year Ended June 30, 2009

				Pro Forma
	Dollar			Amendment			Adjusted									Pro Forma
	Financial			and the			Dollar			Dealer’s			Pro Forma			Dollar
	Corp.			Offering			Financial			Financial			Acquisition			Financial
	Historical			(Note 2)			Corp.			Services			(Note 3)			Corp.
Revenues:
Check cashing	$	164,598		$	—		$	164,598		$	—		$	—		$	164,598
Fees from consumer lending		275,272			—			275,272			—			—			275,272
Other		87,983			—			87,983			26,763			—			114,746
Total revenues		527,853			—			527,853			26,763			—			554,616
Store and regional expenses:
Salaries and benefits		145,716			—			145,716			6,566			—			152,282
Provision for loan losses		52,136			—			52,136			—			—			52,136
Occupancy		41,812			—			41,812			491			—			42,303
Returned checks, net and cash shortages.		16,021			—			16,021			—			—			16,021
Bank charges and armored carrier service		13,357			—			13,357			—			—			13,357
Depreciation		13,075			—			13,075			163			—			13,238
Other		63,932			—			63,932			3,127			(613	)B		66,446
Total store and regional expenses		346,049			—			346,049			10,347			(613	)		355,783
Store and regional margin		181,804			—			181,804			16,416			613			198,833
Corporate and other expenses:
Corporate expenses		68,217			—			68,217			—			—			68,217
Other depreciation and amortization		3,827			—			3,827			1,543			4,542	C		9,912
Interest expense, net		43,696			(17,728	)A		89,239			1,637			(1,767	)D		89,109
					645	B
					62,626	C
Provision for litigation settlements		57,920			—			57,920			—			—			57,920
Unrealized foreign exchange gain		(5,499	)		—			(5,499	)		—			—			(5,499	)
Loss on store closings		10,340			—			10,340			—			—			10,340
Other income		(4,898	)		—			(4,898	)		(2,767	)		—			(7,665	)
Income (loss) before income taxes		8,201			(45,543	)		(37,342	)		16,003			(2,162	)		(23,501	)
Income tax provision (benefit)		15,023			(14,333	)D		690			345			(345	)E		690
Net (loss) income	$	(6,822	)	$	(31,210	)	$	(38,032	)	$	15,658		$	(1,817	)	$	(24,191	)
Net loss per share:
Basic	$	(0.28	)		—		$	(1.58	)		—			—		$	(1.01	)
Diluted	$	(0.28	)		—		$	(1.58	)		—			—		$	(1.01	)
Weighed average shares outstanding
Basic		24,012,705			—			24,012,705			—			—			24,012,705
Diluted		24,012,705			—			24,012,705			—			—			24,012,705

-33-

Dollar Financial Corp.

Unaudited Pro Forma Condensed Consolidating Statement of Operations
For the Six Months Ended December 31, 2009

				Pro Forma
	Dollar			Amendment			Adjusted									Pro Forma
	Financial			and the			Dollar			Dealer’s			Pro Forma			Dollar
	Corp.			Offering			Financial			Financial			Acquisition			Financial
	Historical			(Note 2)			Corp.			Services			(Note 3)			Corp.
Revenues:
Check cashing	$	76,339		$	—		$	76,339		$	—		$	—		$	76,339
Fees from consumer lending		160,188			—			160,188			—			—			160,188
Other		58,022			—			58,022			12,836			—			70,858
Total revenues		294,549			—			249,549			12,836			—			307,385
Store and regional expenses:
Salaries and benefits		74,459			—			74,459			7,490			(4,585	)A		77,814
Provision for loan losses		24,358			—			24,358			—			—			24,358
Occupancy		21,358			—			21,685			236			—			21,921
Returned checks, net and cash shortages		4,894			—			4,894			—			—			4,894
Bank charges and armored carrier service		6,923			—			6,923			—			—			6,923
Depreciation		7,445			—			7,445			94			—			7,539
Other		38,279			—			38,279			7,535			(6,396	)B		39,418
Total store and regional expenses		178,043			—			178,043			15,805			(10,981	)		182,867
Store and regional margin		116,506			—			116,506			(2,969	)		10,981			124,518
Corporate and other expenses:
Corporate expenses		43,300			—			43,300			—			—			43,300
Other depreciation and amortization		2,162			—			2,162			706			2,339	C		5,207
Interest expense, net		24,466			(3,654	)A		51,020			506			(566	)D		50,960
					273	B
					29,935	C
Provision for litigation settlements		1,267			—			1,267			—			—			1,267
Loss on extinguishment of debt		8,813			—			8,813			—			—			8,813
Loss on derivatives not designated as hedges		3,275			—			3,275			—			—			3,275
Unrealized foreign exchange loss (gain)		3,912			—			3,912			—			—			3,912
Loss on store closings		1,650			—			1,650			—			—			1,650
Other expense (income)		1,424			—			1,424			—			—			1,424
Income (loss) before income taxes		26,237			(26,554	)		(317	)		(4,181	)		9,208			4,710
Income tax provision (benefit)		13,870			(7,684	)I		6,186			69			69	E		6,186
Net (loss) income		12,367			(18,870	)		(6,503	)		(4,250	)		9,277			(1,476	)
Less: Net income attributable to non-controlling interest		(36	)		—			36			—			—			36
Net income (loss) attributable to Parent	$	12,403			(18,870	)	$	(6,467	)	$	(4,250	)	$	9,277		$	(1,440	)
Net income (loss) per share:
Basic	$	0.52			—		$	(0.27	)		—			—		$	(0.06	)
Diluted	$	0.50			—		$	(0.27	)		—			—		$	(0.06	)
Weighed average shares outstanding
Basic		24,022,458			—			24,022,458			—			—			24,022,458
Diluted		24,657,334			—			24,022,458			—			—			24,022,458

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NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Note 1. Basis of Pro Forma Presentation

     The unaudited pro forma consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.

     Certain information and certain disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures provided herein are adequate to make the information presented not misleading.

     The information concerning Parent has been derived from the audited consolidated financial statements of the Company for the year ended June 30, 2009 as included in the Company’s Current Report on Form 8-K filed on March 19, 2010 for the year ended June 30, 2009 and from the consolidated financial statements of the Company as of and for the six months ended December 31, 2009 as included in the Company’s Current Report on Form 8-K filed on March 19, 2010 for the six months ended December 31, 2009. The information concerning DFS has been derived from the internally prepared financial statements of DFS for the twelve months ended June 30, 2009 and as of and for the six months ended December 31, 2009. Prior to the completion of the DFS acquisition, DFS’ fiscal year ended on December 31. DFS’ historical statement of operations for the twelve months ended June 30, 2009 represent a compilation of their quarterly periods during the twelve month period ended June 30, 2009. As a result, such statement of operations include estimates inherent in preparing interim financial statements, which estimates were based on DFS’ actual fiscal years.

     Article 11 of Regulation S-X requires that pro forma adjustments reflected in the unaudited pro forma condensed consolidated statements of operations are directly related to the transaction for which the pro forma financial information is presented and have a continuing impact on the results of operations. Certain charges have been excluded in the unaudited pro forma condensed consolidating statements of operations as such charges were incurred in direct connection with or at the time of the Transactions and are not expected to have an on-going impact on the results of operations after the closings.

     On December 21, 2009, Parent commenced the closing of an exchange offer with certain holders of its 2.875% senior convertible notes due 2027. In the transaction, $120.0 million in aggregate principal amount of the 2027 notes were exchanged for an equal principal amount of new 3.00% senior convertible notes due 2028. The new 3.00% senior convertible notes have substantially the same terms as the 2027 notes, other than (i) the maturity date of the 2028 notes is April 1, 2028, (ii) the conversion price of the new convertible notes is $28.956 per share, (iii) holders of the 2028 notes have the right to require Parent to repurchase their 2028 notes on each of April 1, 2015, April 1, 2018 and April 1, 2023 for a purchase price payable in cash equal to 100% of the principal amount of the 2028 notes to be purchased plus any accrued and unpaid interest, and (iv) Parent has the right to redeem the 2028 notes, on and after April 5, 2015, for a payment in cash equal to 100% of the principal amount of the 2028 notes to be redeemed, plus accrued and unpaid interest. Because this transaction is not directly connected to the Transactions, the impact of the exchange is not reflected in the unaudited pro forma condensed consolidating financial statements presented herein.

Note 2. Pro Forma Amendment Transaction and Offering Adjustments

     In connection with the Transactions, we entered into an amendment to our senior secured credit facility, which we refer to as the Amendment, with the following changes:

• An extension of the revolving credit facility maturity date from October 2011 to December 2014 and of the term loan maturity dates from October 2012 to December 2014, in each case such extension being applicable to those lenders who have agreed to extend and being subject to the condition that the principal amount of the outstanding 2.875% senior convertible notes due 2027 issued by Parent has been reduced to an amount less than or equal to $50 million by October 2012. For purposes of the pro forma adjustments relating to the Amendment, we have assumed that 100% of the revolving credit facilities and term loans are extended to December 2014.

• The establishment of a Libor/Euribor/CDOR floor of 2.0% on all tranches of the credit facility.

• An increase of 25 basis points (bps) to the revolving credit commitment fee on the extended revolving credit commitments. This increase will result in a revised commitment fee of 75 bps.

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• An increase of 75 bps to spreads over Libor/Euribor/CDOR rates with respect to non-extended term loans and revolving credit loans and an increase of 200 bps to the spreads over Libor/Euribor rates with respect to extended term loans and revolving credit loans. These increases will result in Libor/CDOR (minimum of 2.0%) plus 500 bps for the extended revolving credit facilities, Libor (minimum of 2.0%) plus 500 bps for the extended Canadian term loans and Libor/Euribor (minimum of 2.0%) plus 500 bps for the extended U.K. term loans.

• The prepayment of $270.9 million on the existing Canadian term loan amount and $79.1 million on the existing U.K. term loan amount. Precise allocations of the prepayments among the classes of term loans will depend on Euro exchange ratios as of the close of business on the day before the closing of this offering.

     As more fully described in Note 20 to our year ended June 30, 2009 financial statements, we hedged our senior secured credit facility with cross currency interest rate swaps in order to protect the company against changes in the variable index associated with the senior credit facility (LIBOR, or in the case of a portion of the U.K. facility, EURIBOR) and changes to foreign currency exchange rates. For purposes of the pro forma presentation, we have not reflected any actions that have been or may be taken, or any related accounting implications regarding these cross currency swaps, including the dedesignation of the interest rate swaps due to ineffectiveness; the amendment of the terms of these swaps, or the impact to historical interest expense had the aforementioned actions or derivations of the aforementioned actions had been taken.

     During fiscal 2009 and the six months ended December 31, 2009, the impact to the interest expense related to our interest rate swaps was an increase in expense of $5.6 million and $6.7 million, respectively. These amounts are included in both our historical and pro forma interest expense for the year ended June 30, 2009 and six month period ended December 31, 2009.

     Had we completely dedesignated these interest rate swaps as of July 1, 2008 but did not terminate them, interest expense would have been reduced by $5.6 million and $6.7 million for the year ended June 30, 2009 and the three month period ended September 30, 2009, respectively; however, upon dedesignation, GAAP would require that the change in fair value associated with these swaps would have been recorded through the income statement instead of other comprehensive income, which would have decreased net income by $8.2 million for the year ended June 30, 2009 and increased net income by $0.7 million for the six month period ended December 31, 2009.

     Also as part of the Transactions, the Company’s Canadian subsidiary issued $596.4 million of senior notes, net of a $3.6 million issuance discount, with a coupon of 10.375% and an effective annual interest rate of 10.5% with a maturity of December 2016, which we refer to as the Offering. The specific pro forma adjustments related to the Amendment and Offering included in the unaudited pro forma consolidated financial statements are as follows:

     A — To reflect the net reduction in interest expense due to the repayment of $350.0 million of principal, adjusted for the Amendment of the Company’s senior secured credit facility.

     B — To adjust interest expense related to the amortization of deferred debt costs of both the amended senior secured credit facility and the old notes, as follows (in thousands):

	Year Ended			Six Months Ended
	June 30,			December 31,
	2009			2009
Elimination of amortization of pre-existing deferred financing costs	$	(1,679	)	$	(889	)
Amortization of additional deferred financing costs related to the Amendment		540			270
Amortization of additional deferred financing costs related to the Offering		1,784			892
Totals	$	645		$	273

     C — To reflect additional cash interest expense and the amortization of the related issuance discount related to the issuance of the old notes.

     D — To reflect the related tax impacts on interest expense adjustments in both Canada and the United Kingdom.

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Note 3. Pro Forma Acquisition Adjustments

     Pro forma adjustments are made to reflect the estimated purchase price of DFS, to adjust amounts related to DFS’ net tangible and intangible assets to a preliminary estimate of the fair values to those assets, to reflect the amortization expense related to the estimated amortizable intangible assets and to reclassify certain DFS’ amounts to conform to the Company’s financial statement presentation.

     The specific pro forma adjustments included in the unaudited pro forma condensed consolidating financial statements are as follows:

A — To eliminate compensation payments to certain DFS employees related to the sale of the business.

B — The previous owners of DFS charged a management fee and related expenses in connection with their over-sight and involvement with DFS. In addition, there were various expenses directly related to the sale of DFS. This adjustment eliminates those expenses from the historical operating results of DFS.

C — To adjust amortization expense to an estimate of intangible asset amortization, as follows (in thousands):

	Year Ended			Six Months Ended
	June 30,			December 31,
	2009			2009
Eliminate DFS’ historical intangible asset amortization expense	$	(1,543	)	$	(706	)
Estimated amortization expense for:
Third-party bank financing contract		3,035			1,518
Service warranty contract provider contract		1,433			717
Auto dealer relationships		851			426
GAP insurance provider contract		513			257
Payment Processing contract		84			42
Non-compete contracts		169			85
Totals	$	4,542		$	2,339

     D — To eliminate DFS interest expense related to pre-existing debt balances extinguished upon consummation of the acquisition.

     E — Since DFC is in a net operating loss position for tax purposes, the DFS historical tax expense is being eliminated.

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SELECTED FINANCIAL DATA

     The following table of our selected consolidated historical financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and the consolidated financial statements and related notes incorporated by reference in this prospectus. The consolidated statement of operations data as of June 30 for each of the fiscal years ended June 30, 2007, 2008 and 2009, and the consolidated balance sheet data at June 30, 2008 and 2009 have been derived from our audited consolidated financial statements incorporated by reference in this prospectus. The consolidated balance sheet data as of June 30, 2005 and 2006 and statement of operations data as of and for the fiscal years ended June 30, 2005, 2006 and 2007 were derived from our audited consolidated financial statements which are not included or otherwise incorporated by reference herein. The consolidated balance sheet data as of December 31, 2008 and 2009, and the consolidated statement of operations data for the six-month periods ended December 31, 2008 and 2009, have been derived from our unaudited interim condensed consolidated financial statements incorporated by reference in this prospectus. In the opinion of management, the unaudited interim financial data includes all adjustments, consisting of only normal non-recurring adjustments, considered necessary for a fair presentation of this information. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the entire year. The following data should be read in conjunction with our consolidated financial statements and related notes and other financial information incorporated by reference in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus.

																Six Months Ended
	Fiscal Year Ended June 30,															December 31,
	2005(1)			2006(1)			2007(1)			2008(1)			2009(1)			2008(1)			2009(1)
										(Dollars in thousands)
Consolidated Statement of Operations Data:
Revenues:
Check cashing	$	128,748		$	142,470		$	166,754		$	196,580		$	164,598		$	90,156		$	76,339
Fees from consumer lending		153,004			162,588			227,445			292,517			275,272			145,607			160,188
Money transfer fees		14,771			17,205			20,879			27,512			26,823			14,394			13,914
Other		24,468			36,625			40,654			55,575			61,160			35,092			44,108
Total revenues		320,991			358,888			455,732			572,184			527,853			285,249			294,549
Store and regional expenses:
Salaries and benefits		91,982			106,823			129,522			159,363			145,716			77,078			74,459
Provision for loan losses		29,425			30,367			45,799			58,458			52,136			30,150			24,358
Occupancy		22,899			27,914			32,270			43,018			41,812			21,640			21,685
Depreciation		7,226			7,834			9,455			13,663			13,075			6,762			7,445
Other		62,371			69,024			83,195			98,452			93,310			51,535			50,096
Total operating expenses		213,903			241,962			300,241			372,954			346,049			187,165			178,043
Operating margin		107,088			116,926			155,491			199,230			181,804			98,084			116,506
Corporate and other expenses:
Corporate expenses		37,012			41,051			53,327			70,859			68,217			37,114			43,300
Other depreciation and amortization		3,776			3,655			3,390			3,902			3,827			1,978			2,162
Interest expense, net		33,878			29,702			31,462			44,378			43,696			22,214			24,466
Loss on extinguishment of debt		8,097			—			31,784			—			—			—			8,813
Goodwill impairment and other charges		—			—			24,301			—			—			—			—
Unrealized foreign exchange loss (gain)		—			—			7,551			—			(5,499	)		—			3,912
Provision for (proceeds from) litigation settlements		—			5,800			(3,256	)		345			57,920			—			3,275
Other expense, net		4,696			2,239			1,400			367			5,442			(176	)		3,074
Income before income taxes		19,629			34,479			5,532			79,379			8,201			36,445			26,237
Income tax provision		19,986			27,514			37,735			36,015			15,023			15,609			13,870
Net (loss) income		(357	)		6,965			(32,203	)		43,364			(6,822	)		20,836			12,367
Less: Net income attributable to non-controlling interests		—			—			—			—			—			—			(36	)
Net (loss) income attributable to Dollar Financial Corp.	$	(357	)	$	6,965		$	(32,203	)	$	43,364		$	(6,822	)	$	20,836		$	12,403
Net (loss) income per share:
Basic	$	(0.03	)	$	0.38		$	(1.37	)	$	1.80		$	(0.28	)	$	0.87		$	0.52
Diluted	$	(0.03	)	$	0.37		$	(1.37	)	$	1.77		$	(0.28	)	$	0.86		$	0.50
Shares used to calculate net (loss) income per share:
Basic		13,945,883			18,280,131			23,571,203			24,106,392			24,012,705			24,058,984			23,022,458
Diluted		13,945,883			18,722,753			23,571,203			24,563,229			24,012,705			24,156,745			24,657,334
Operating and Other Data:
Net cash provided by (used in):
Operating activities	$	22,245		$	20,870		$	29,277		$	80,756		$	59,204		$	16,670		$	34,583
Investing activities	$	(44,807	)	$	(39,415	)	$	(170,651	)	$	(166,956	)	$	(41,954	)	$	(9,756	)	$	(135,172	)

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											Six Months Ended
	Fiscal Year Ended June 30,										December 31,
	2005(1)		2006(1)		2007(1)		2008(1)		2009(1)		2008(1)		2009(1)
							(Dollars in thousands)
Financing activities	$	43,225	$	39,696	$	307,358	$	288	$	2,669	$	29,860	$	219,383
Stores in operation at end of period:
Company-owned		716		765		902		1,122		1,031		1,078		1,043
Franchised stores/agents		619		485		378		330		175		292		129
Total		1,335		1,250		1,280		1,452		1,206		1,370		1,172
Consolidated Balance Sheet Data (at end of period):
Cash	$	92,504	$	118,653	$	290,945	$	209,714	$	209,602	$	209,602	$	345,444
Total assets	$	387,856	$	551,825	$	831,775	$	941,412	$	921,465	$	921,465	$	1,244,246
Total debt	$	271,764	$	311,037	$	521,150	$	535,586	$	536,305	$	536,305	$	759,232
Stockholders’ equity	$	59,636	$	161,953	$	199,899	$	239,432	$	209,078	$	209,078	$	252,643

(1) We have engaged in numerous acquisitions which are reflected in our historical financial statements from the date of such acquisitions and, as a result, the financial information for the periods presented may not be comparable. For additional information, see our audited consolidated financial statements and the notes thereto and our unaudited interim consolidated financial statements incorporated by reference in this prospectus.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes, which are incorporated by reference in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly under the heading “Risk Factors.”

Executive Summary

     We derive our revenues primarily from providing check cashing services, consumer lending and other consumer financial products and services, including money orders, money transfers, foreign currency exchange, branded debit cards, pawn lending, gold buying and bill payment. For our check cashing services, we charge our customers fees that are usually equal to a percentage of the amount of the check being cashed and are deducted from the cash provided to the customer. For our consumer loans, we receive interest and fees on the loans.

     Most of our retail financial service locations issue single-payment consumer loans on the company-funded consumer loan model. During fiscal 2009, we acquired an established profitable U.K. Internet-based consumer lending business which was immediately accretive to earnings. The acquired company is competitively positioned in a rapidly growing market and further expands our expertise within the Internet lending arena. We believe we can export and leverage this expertise to other European countries as well as our Canadian business operations.

     On June 30, 2008, as part of a process to rationalize our United States markets, we made a determination to close 24 of our unprofitable stores in various United States markets. In August 2008, we identified another 30 stores in the United States and 17 stores in Canada that were under-performing and which were closed or merged into a geographically proximate store. The primary cease-use date for these stores was in September 2008. Customers from these stores were transitioned to our other stores in close proximity to the stores affected. We recorded costs for severance and other retention benefits of $0.6 million and store closure costs of $4.9 million consisting primarily of lease obligations and leasehold improvement write-offs. Subsequent to the initial expense amounts recorded, we have recorded an additional $0.9 million of additional lease obligation expense for these locations. During the fourth quarter of fiscal 2009, we announced the closing of an additional 60 under-performing U.S. store locations. We recorded costs for severance and other retention benefits of approximately $0.4 million and store closure related costs of approximately $3.2 million consisting primarily of lease obligations and leasehold improvement write-offs. During the first quarter of fiscal 2010, we recorded an additional $0.3 million of store closure related costs. The closure of stores in the United States and Canada did not result in any impairment of goodwill since the store closures will be accretive to cash flow.

     On July 21, 2008, we announced that our Board of Directors had approved a stock repurchase plan, authorizing us to repurchase in the aggregate up to $7.5 million of our outstanding common stock. By October 13, 2008, we had repurchased 535,799 shares of our common stock at a cost of approximately $7.5 million, thus completing our stock repurchase plan.

     On April 21, 2009 we completed the acquisition of an established profitable U.K. internet-based consumer lending business which was immediately accretive. The acquired company is competitively positioned in a rapidly growing market and further expands our expertise within the internet lending arena. Moreover, we believe we can export and leverage this expertise to other European countries as well as our Canadian business unit.

     On June 30, 2009, we completed the acquisition of four stores in Northern Ireland. Three of the stores reside in central Belfast with the fourth store situated in the town of Lisburn, the third largest city in Northern Ireland. The acquired stores are multi-product locations offering check cashing, payday lending, and pawn broking services.

     On June 30, 2009, we completed the acquisition of two market leading traditional pawn shops located in Edinburgh and Glasgow, Scotland. The two stores were established in the year 1830 and primarily deal in loans securitized by gold jewelry and fine watches, while offering traditional secured pawn lending for an array of other items. Both stores are located in prominent locations on major thoroughfares and high pedestrian traffic zones.

     On June 30, 2009, we completed the acquisition of 76% of the outstanding equity of an established consumer lending business in Poland. The acquired company, Optima, S.A., founded in 1999 and headquartered in Gdansk, offers unsecured loans of generally 40 — 50 week durations with an average loan amount of $250 to $500. The loan transaction includes a convenient in-home servicing

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feature, whereby loan disbursement and collection activities take place in the customer’s home according to a mutually agreed upon and pre-arranged schedule. The in-home loan servicing concept is well accepted within Poland and Eastern Europe, and was initially established in the U.K. approximately 100 years ago. Customer sales and service activities are managed through an extensive network of local commission based representatives across five provinces in northwestern Poland.

     During the fiscal quarter and fiscal year ended June 30, 2009, our Canadian subsidiary, National Money Mart Company, recorded a charge of $57.4 million in relation to the pending settlement of a class action proceeding in the province of Ontario, Canada and for the potential settlement of certain of the similar class action proceedings pending in other Canadian provinces. On November 6, 2009, National Money Mart Company and DFG entered into a Detailed Settlement Agreement with the plaintiffs in the Ontario Class Action, which was approved by the court on March 3, 2010. There can be no assurance that any of the other class action proceedings will be settled. Although we believe that we have meritorious defenses to the claims in the proceedings and intend to vigorously defend against such claims, the ultimate cost of resolution of such claims, either through settlements or pursuant to litigation, may substantially exceed the amount accrued, and additional accruals may be required in the future. As of December 31, 2009, the remaining provision of approximately $53.4 million is included in our accrued expenses.

     On October 2, 2009, the Company purchased a merchant cash advance business in the United Kingdom. The acquired company primarily provides working capital needs to small retail businesses by providing cash advances against a percentage of future credit card sales. The purchase price for the acquired company, which currently manages a receivable portfolio of approximately $3.0 million, was $4.9 million.

     On December 21, 2009, we commenced the closing of an exchange offer with certain holders of our 2.875% senior convertible notes due 2027, which we refer to in this prospectus as the 2027 notes, pursuant to the terms of privately negotiated exchange agreements with such holders. Pursuant to the terms of the exchange agreements, the holders exchanged an aggregate of $120 million principal amount of the 2027 notes held by such holders for an equal aggregate principal amount of our new 3.00% senior convertible notes due 2028, which we refer to in this prospectus as the 2028 notes. The 2028 notes are senior, unsecured obligations and rank equal in right of payment to all of our other unsecured and unsubordinated indebtedness and are effectively subordinated to all of our existing and future secured debt and to the indebtedness and other liabilities of its subsidiaries.

     On December 23, 2009, National Money Mart Company issued pursuant to Rule 144A under the Securities Act of 1933, as amended, $600.0 million aggregate principal amount of its 10.375% senior notes due 2016, which we refer to in this prospectus as the old notes. The notes bear interest at the rate of 10.375% per year. We used approximately $350.0 million of the proceeds from the offering to repay substantially all of our obligations under our secured credit facility.

     On December 23, 2009, we consummated our acquisition of Military Financial Services, LLC and its subsidiaries, Dealers’ Financial Services, LLC and Dealers’ Financial Services Reinsurance Ltd, which we refer to collectively as DFS. DFS is an established business that provides services to enlisted military personnel seeking to purchase new and used vehicles. DFS markets its services through its branded Military Installment Loan and Education Services, or “MILES” program. DFS provides services to enlisted military personnel who make applications for auto loans to purchase new and used vehicles that are funded and serviced under an exclusive agreement with a major third-party national bank based in the United States. Additionally, DFS provides ancillary services such as vehicle service contracts and guaranteed asset protection, or GAP, insurance, along with consultations regarding new and used automotive purchasing, budgeting and credit and ownership training. We paid a purchase price of approximately $117.8 million plus approximately $5.4 million for the working capital of MFS and its subsidiaries at the closing date.

     Our expenses primarily relate to the operations of our store network, including the provision for loan losses, salaries and benefits for our employees, occupancy expense for our leased real estate, depreciation of our assets and corporate and other expenses, including costs related to opening and closing stores.

     In each foreign country in which we operate, local currency is used for both revenues and expenses. Therefore, we record the impact of foreign currency exchange rate fluctuations related to our foreign net income.

Recent Events

     On January 14, 2010, we entered into an amendment to the ISDA Master Agreement governing the outstanding cross-currency interest rate swap relating to a notional amount of C$184.0 million to which National Money Mart Company, a Canadian subsidiary of Dollar Financial Corp., is a party. The amendment eliminates financial covenants and allows the underlying swap to remain outstanding (with a similar collateral package in place) in the event that we elect to terminate our secured credit facility prior to the

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maturity of the swap in October 2012. On February 8, 2010, we entered into an amendment to the ISDA Master Agreement governing the outstanding cross-currency interest rate swap relating to a notional amount of C$145.7 million to which National Money Mart Company, a Canadian subsidiary of Dollar Financial Corp., is a party. The amendment includes financial covenants identical to those in our senior secured credit facility and allows the underlying swap to remain outstanding (with a similar collateral package in place) in the event that we elect to terminate our secured credit facility prior to the maturity of the swap in October 2012. We agreed to pay a higher rate on the interest rate swaps in order to secure these amendments, the impact of which will be recorded in our financial statements for the period ended March 31, 2010.

     In February 2010, we repurchased $35,200,000 aggregate principal amount of the 2027 notes in privately negotiated transactions with three of the holders of those notes. The aggregate purchase price paid in the transactions for the repurchased notes was $32,032,000. As a result of these repurchase transactions and the convertible note exchange transactions completed in December 2009, $44,800,000 aggregate principal amount of 2027 notes remains outstanding. Furthermore, as a result of these transactions, the maturity date of the old notes is affirmed to be, and the maturity date for the exchange notes will be, December 15, 2016 and the maturity date for approximately $17.1 million of the our obligations under the term loan portions of our senior secured credit facility is affirmed to be December 31, 2014 (with the maturity date for the remaining $1.6 million of our obligations under the term loans remaining October 30, 2012).

     On March 4, 2010, National Money Mart Company and DFG reached an agreement to settle their outstanding British Columbia class action litigation in which the plaintiffs claimed that the business model used by National Money Mart Company resulted in the collection of fees in excess of the statutory limit for payday loans made since 1997.

     Under the summary terms of the British Columbia settlement, National Money Mart Company will create a settlement fund in an amount of C$24.75 million, consisting of C$12.375 million in cash and C$12.375 million in vouchers. Fees payable to plaintiffs’ counsel will be paid from this fund. The remaining amount of the fund will be available to class members who make claims, with National Money Mart Company receiving a credit for any unpaid debts incurred through November 1, 2009 and owed by claimants to National Money Mart Company. As part of the settlement, National Money Mart Company will release all debts incurred through November 1, 2009 by class members who do not make a claim, up to the total check cashing fees paid by those class members through that date. The vouchers will be in paper form, will not be transferable, will be subject to cash redemption for six months after their three-year life, and will be available to be applied during the three years, generally in C$5.00 increments, to product transactions on most of National Money Mart Company’s products. Any amounts remaining in the settlement fund after the redemption period will be returned to National Money Mart Company.

     The British Columbia settlement will be set forth in a definitive settlement agreement which will be subject to final court approval. We expect court approval of the final settlement by June 30, 2010, although there can be no assurances in that regard.

     We expect to record a charge of C$12.375 million associated with the cash component of the settlement fund, and an additional non-cash amount that will be based on the expected value of the vouchers.

Discussion of Critical Accounting Policies

     In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with U.S. generally accepted accounting principles. We evaluate these estimates on an ongoing basis, including those related to revenue recognition, loan loss reserves and goodwill and intangible assets. We base these estimates on the information currently available to us and on various other assumptions that we believe are reasonable under the circumstances. Actual results could vary from these estimates under different assumptions or conditions.

     We believe that the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our financial statements:

Revenue Recognition

     With respect to company-operated stores, revenues from our check cashing, money order sales, money transfer, foreign currency exchange, bill payment services and other miscellaneous services reported in other revenues on our statement of operations are all recognized when the transactions are completed at the point-of-sale in the store.

     With respect to our franchised locations, we recognize initial franchise fees upon fulfillment of all significant obligations to the franchisee. Royalties from franchisees are recognized as earned. The standard franchise agreements grant to the franchisee the right to develop and operate a store and use the associated trade names, trademarks, and service marks within the standards and guidelines that

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we established. As part of the franchise agreement, we provide certain pre-opening assistance including site selection and evaluation, design plans, operating manuals, software and training. After the franchised location has opened, we provide updates to the software, samples of certain advertising and promotional materials and other post-opening assistance that we determine is necessary. Franchise/agent revenues for the three months ended December 31, 2008 and 2009 were $1.1 million and $1.0 million, respectively. Franchise/agent revenues were $2.3 million and $1.9 million for the six months ended December 31, 2008 and 2009, respectively.

     For single-payment consumer loans that we make directly (company-funded loans), which have terms ranging from one to 45 days, revenues are recognized using the interest method. Loan origination fees are recognized as an adjustment to the yield on the related loan. Our reserve policy regarding these loans is summarized below in “Company-Funded Consumer Loan Loss Reserves Policy.”

     Company-Funded Consumer Loan Loss Reserves Policy

     We maintain a loan loss reserve for probable losses inherent in the outstanding loan portfolio for single-payment and other consumer loans we make directly through our company-operated locations. To estimate the appropriate level of loan loss reserves, we consider known and relevant internal and external factors that affect loan collectability, including the amount of outstanding loans owed to us, historical loans charged off, current collection patterns and current economic trends. Our current loan loss reserve is based on our net charge-offs, typically expressed as a percentage of loan amounts originated for the last twelve months applied against the total amount of outstanding loans that we make directly. As these conditions change, we may need to make additional allowances in future periods. Despite the economic downturn in the U.S. and the foreign markets in which we operate, we have not experienced any material increase in the defaults on outstanding loans; however, we have tightened lending criteria. Accordingly, we have not modified our approach to determining our loan loss reserves.

     When a loan is originated, the customer receives the cash proceeds in exchange for a post-dated customer check or a written authorization to initiate a charge to the customer’s bank account on the stated maturity date of the loan. If the check or the debit to the customer’s account is returned from the bank unpaid, the loan is placed in default status and an additional reserve for this defaulted loan receivable is established and charged to store and regional expenses in the period that the loan is placed in default status. This reserve is reviewed monthly and any additional provision to the loan loss reserve as a result of historical loan performance, current collection patterns and current economic trends is charged to store and regional expenses. If the loans remain in defaulted status for 180 days, a reserve for the entire amount of the loan is recorded and the receivable and corresponding reserve is ultimately removed from the balance sheet. The receivable for defaulted single-payment loans, net of the allowance of $17.1 million at December 31, 2009 and $17.0 million at June 30, 2009, is reported on our balance sheet in loans in default, net, and was $7.3 million at December 31, 2009 and $6.4 million at June 30, 2009.

     Check Cashing Returned Item Policy

     We charge operating expense for losses on returned checks during the period in which such checks are returned, which generally is three to five business days after the check is cashed in our store. Recoveries on returned checks are credited to operating expense during the period in which recovery is made. This direct method for recording returned check losses and recoveries eliminates the need for an allowance for returned checks. These net losses are charged to other store and regional expenses in the consolidated statements of operations.

     Goodwill and Indefinite-Lived Intangible Assets

     Goodwill is the excess of cost over the fair value of the net assets of the business acquired. In accordance with the Intangibles Topic of the FASB Codification, goodwill is assigned to reporting units, which we have determined to be our reportable operating segments of the United States, Dealers’ Financial Services, Canada and the United Kingdom. The Company also has a corporate reporting unit which consists of costs related to corporate infrastructure, investor relations and other governance activities. Because of the limited activities of the corporate reporting unit, no goodwill has been assigned. Goodwill is assigned to the reporting unit that benefit from the synergies arising from each particular business combination. The determination of the operating segments being equivalent to the reporting units for goodwill allocation purposes is based upon our overall approach to managing our business along operating segment lines, and the consistency of the operations within each operating segment. Goodwill is evaluated for impairment on an annual basis on June 30 or between annual tests if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. To accomplish this, we are required to determine the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units. We are then required to determine the fair value of each reporting unit and compare it to the carrying amount of the reporting unit. To the extent the carrying amount of a reporting unit exceeded the fair value of the reporting unit; we would be required to perform a second step to the impairment test, as this is an indication that the reporting unit goodwill may be impaired. If after the second step of testing, the

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carrying amount of a reporting unit exceeds the fair value of the individual tangible and identifiable intangible assets, an impairment loss would be recognized in an amount equal to the excess of the implied fair value of the reporting unit’s goodwill over its carrying value.

     For the U.S. reporting unit, the amount of goodwill has increased significantly since June 30, 2007 primarily due to the acquisitions of APL and CCS during fiscal 2008 and DFS in December 2009. During 2009, the overall fair value of the U.S. reporting unit has declined based on the Company’s internal models; however, the performance of the two aforementioned acquisitions has continued to perform above initial expectations and the recent closure of unprofitable U.S. stores has improved store margins. Therefore, the fair value of the U.S. reporting unit, taken as a whole, continues to exceed its carrying value. The impact of the continued economic downturn, along with any federal or state regulatory restrictions on our short-term consumer lending product, could reduce the fair value of the U.S. goodwill below its carrying value at which time we would be required to perform the second step of the transitional impairment test, as this is an indication that the reporting unit goodwill may be impaired.

     Indefinite-lived intangible assets consist of reacquired franchise rights and the DFS MILES program, which are deemed to have an indefinite useful life and are not amortized. Non-amortizable intangibles with indefinite lives are tested for impairment annually as of December 31, or whenever events or changes in business circumstances indicate that an asset may be impaired. If the estimated fair value is less than the carrying amount of the intangible assets with indefinite lives, then an impairment charge would be recognized to reduce the asset to its estimated fair value.

     We consider this to be one of the significant accounting estimates used in the preparation of our consolidated financial statements. We estimate the fair value of our reporting units using a discounted cash flow analysis. This analysis requires us to make various judgmental assumptions about revenues, operating margins, growth rates, and discount rates. These assumptions are based on our budgets, business plans, economic projections, anticipated future cash flows and marketplace data. Assumptions are also made for perpetual growth rates for periods beyond our long-term business plan period. We perform our goodwill impairment test annually as of June 30, and our reacquired franchise rights impairment test annually as of December 31. At the date of our last evaluations, there was no impairment of goodwill or reacquired franchise rights. However, we may be required to evaluate the recoverability of goodwill and other intangible assets prior to the required annual assessment if we experience a significant disruption to our business, unexpected significant declines in our operating results, divestiture of a significant component of our business, a sustained decline in market capitalization, particularly if it falls below our book value, or a significant change to the regulatory environment in which we operate. While we believe we have made reasonable estimates and assumptions to calculate the fair value of goodwill and indefinite-lived intangible assets, it is possible a material change could occur, including if actual experience differs from the assumptions and considerations used in our analyses. These differences could have a material adverse impact on the consolidated results of operations, and cause us to perform the second step impairment test, which could result in a material impairment of our goodwill. We will continue to monitor our actual cash flows and other factors that may trigger a future impairment in the light of the current global recession. As of the most recent assessment of our reacquired franchise rights, we concluded that no impairment exists.

     Derivative Instruments and Hedging Activities

     The Derivative and Hedging Topic of the FASB Codification requires companies to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Topic also requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.

     As required by the Derivative and Hedging Topic of the FASB Codification, we record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or we elect not to apply hedge accounting.

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     Income Taxes

     As part of the process of preparing our consolidated financial statements we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating the actual current tax liability together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet. An assessment is then made of the likelihood that the deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not likely, we establish a valuation allowance.

     The income taxes topic of the FASB Codification requires that a “more-likely-than-not” threshold be met before the benefit of a tax position may be recognized in the financial statements and prescribes how such benefit should be measured. During the three and six month periods ended December 31, 2009, this requirement did not result in any adjustment in our liability for unrecognized income tax benefits.

Results of Operations

     Constant Currency Analysis

     We maintain operations primarily in the United States, Canada and United Kingdom. Approximately 70% of our revenues are originated in currencies other than the US Dollar, principally the Canadian Dollar and British Pound Sterling. As a result, changes in our reported revenues and profits include the impact of changes in foreign currency exchange rates. As additional information to the reader, we provide “constant currency” assessments in the following discussion and analysis to remove and/or quantify the impact of the fluctuation in foreign exchange rates on our various business segments. Our constant currency assessment assumes foreign exchange rates in the current fiscal periods remained the same as in the prior fiscal year periods. For the three months ended December 31, 2009, the actual average exchange rates used to translate the Canadian and United Kingdom’s results were $0.9469 and $1.6342, respectively. For our constant currency reporting for the same period, the average exchange rates used to translate the Canadian and United Kingdom’s results were $0.8268 and $1.5716, respectively. For the six months ended December 31, 2009, the actual average exchange rates used to translate the Canadian and United Kingdom’s results were $0.9290 and $1.6371, respectively. For our constant currency reporting for the same period, the average exchange rates used to translate the Canadian and United Kingdom’s results were $0.8944 and $1.7326, respectively. All conversion rates in the foregoing discussion are based on the US Dollar equivalent to one Canadian Dollar and one British Pound.

     We believe that our constant currency assessments are a useful measure, indicating the actual growth and profitability of our operations. Earnings from our subsidiaries are not generally repatriated to the United Stated; therefore, we do not incur significant gains or losses on foreign currency transactions with our subsidiaries. As such, changes in foreign currency exchange rates primarily impact only reported earnings and not our actual cash flow.

     Revenue Analysis

     The percentages presented in the following table are based on the total consolidated revenues for the period shown:

									For the Three Months Ended December 31,
	Year Ended June 30,								2008					2009				For the Six Months Ended December 31,
	2008				2009						($ in thousands)							2008				2009
Total revenues:
Check cashing	$	196,580	34.4	%	$	164,598	31.2	%	$	41,624		31.5	%	$	38,537	25.2	%	$	90,156	31.6	%	$	76,339	25.9	%
Fees from consumer lending		292,517	51.1	%		275,272	52.1	%		67,254		50.9	%		82,746	54.2	%		145,607	51.0	%		160,188	54.4	%
Money transfer fees		27,512	4.8	%		26,823	5.1	%		6,784		5.1	%		7,091	4.6	%		14,394	5.0	%		13,914	4.7	%
Other		55,575	9.7	%		61,160	11.6	%		16,511		12.5	%		24,367	16.0	%		35,092	12.3	%		44,108	15.0	%
Total consolidated revenues		572,184	100.0	%		527,853	100.0	%		132,173		100.0	%		152,741	100.0	%		285,249	100.0	%		294,549	100.0	%
U.S. revenues:

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	Year Ended June 30,									For the Three Months Ended December 31,								For the Six Months Ended December 31,
	2008				2009					2008				2009				2008				2009
	($ in thousands)
Check cashing		57,438	10.0	%		56,378		10.7	%		13,914	10.5	%		11,133	7.3	%		28,351	9.9	%		22,039	7.5	%
Fees from consumer lending		79,838	14.0	%		79,612		15.1	%		22,188	16.8	%		19,984	13.1	%		44,991	15.8	%		39,140	13.3	%
Money transfer fees		5,744	1.0	%		5,926		1.1	%		1,526	1.2	%		1,219	0.8	%		3,118	1.1	%		2,495	0.8	%
Other		10,711	1.9	%		12,942		2.5	%		3,381	2.6	%		3,575	2.3	%		6,779	2.4	%		6,431	2.2	%
Total U.S. revenues		153,731	26.9	%		154,858		29.4	%		41,009	31.0	%		35,911	23.5	%		83,239	29.2	%		70,105	23.8	%
Canadian revenues:
Check cashing		81,806	14.3	%		67,830		12.8	%		17,346	13.1	%		18,149	11.9	%		37,890	13.3	%		35,488	12.0	%
Fees from consumer lending		147,313	25.7	%		121,518		23.0	%		30,006	22.7	%		38,126	25.0	%		67,203	23.6	%		73,342	24.9	%
Money transfer fees		16,124	2.8	%		15,092		2.9	%		3,767	2.9	%		4,219	2.8	%		8,176	2.9	%		8,267	2.8	%
Other		34,248	6.0	%		31,827		6.0	%		7,039	5.3	%		8,692	5.7	%		15,202	5.3	%		16,212	5.5	%
Total Canadian revenues		279,491	48.8	%		236,267		44.7	%		58,158	44.0	%		69,186	45.3	%		128,471	45.0	%		133,309	45.3	%
United Kingdom revenues:
Check cashing		57,336	10.0	%		40,390		7.7	%		10,364	7.8	%		9,255	6.1	%		23,915	8.4	%		18,812	6.4	%
Fees from consumer lending		65,366	11.4	%		74,142		14.0	%		18,490	14.0	%		24,636	16.1	%		33,413	11.7	%		47,706	16.2	%
Money transfer fees		5,644	1.0	%		5,805		1.1	%		1,491	1.1	%		1,653	1.1	%		3,100	1.1	%		3,152	1.1	%
Other		10,616	1.9	%		16,391		3.1	%		2,661	2.0	%		12,100	7.9	%		13,111	4.6	%		21,465	7.3	%
Total United Kingdom revenues		138,962	24.3	%		136,728		25.9	%		33,006	25.0	%		47,644	31.2	%		73,539	25.8	%		91,135	30.9	%
Store and regional expenses:
Salaries and benefits		159,363	27.9	%		145,716		27.6	%		36,275	27.4	%		37,723	24.7	%		77,078	27.0	%		74,459	25.3	%
Provision for loan losses		58,458	10.2	%		52,136		9.9	%		14,899	11.3	%		12,662	8.3	%		30,150	10.6	%		24,358	8.3	%
Occupancy		43,018	7.5	%		41,812		7.9	%		10,316	7.8	%		10,838	7.1	%		21,640	7.6	%		21,685	7.4	%
Depreciation		13,663	2.4	%		13,075		2.5	%		3,170	2.4	%		4,071	2.7	%		6,762	2.4	%		7,445	2.5	%
Other		98,452	17.2	%		93,310		17.7	%		23,239	17.6	%		26,837	17.6	%		51,535	18.1	%		50,096	17.0	%
Total store and regional expenses		372,954	65.2	%		346,049		65.6	%		87,899	66.5	%		92,131	60.3	%		187,165	65.6	%		178,043	60.4	%
Store and regional margin		199,230	34.8	%		181,804		34.4	%		44,274	33.5	%		60,610	39.7	%		98,084	34.4	%		116,506	39.6	%
Corporate expenses		70,859	12.4	%		68,217		12.9	%		17,594	13.3	%		22,949	15.0	%		37,114	13.0	%		43,300	14.7	%
Other depreciation and amortization		3,902	0.7	%		3,827		0.7	%		938	0.7	%		1,110	0.7	%		1,978	0.7	%		2,162	0.7	%
Interest expense, net		44,378	7.8	%		43,696		8.3	%		10,667	8.1	%		12,842	8.4	%		22,214	7.8	%		24,466	8.3	%
Loss on extinguishment of debt		—	0.0	%		—		0.0	%		—	0.0	%		8,813	5.8	%		—	0.0	%		8,813	3.0	%
Goodwill impairment and other charges		—	0.0	%		—		0.0	%		—	0.0	%		—	0.0	%		—	0.0	%		—	0.0	%
Unrealized foreign exchange loss (gain)		—	0.0	%		(5,499	)	(1.0	)%		—	0.0	%		-3,915	(2.6	)%		—	0.0	%		3,912	1.3	%
Loss on derivatives not designated as hedges		—	0.0	%		—		0.0	%		—	0.0	%		3,285	2.2	%		—	0.0	%		3,275	1.1	%
Provision for litigation settlements		345	0.1	%		57,920		11.0	%		0	0.0	%		0	0.0	%		509	0.2	%		1,267	0.4	%
Loss on store closings		993	0.2	%		10,340		2.0	%		555	0.4	%		1332	0.9	%		5,493	1.9	%		1,650	0.6	%

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	Year Ended June 30,										For the Three Months Ended December 31,										For the Six Months Ended December 31,
	2008					2009					2008					2009					2008					2009
	($ in thousands)
Other expense (income), net		(626	)	(0.1	)%		(4,898	)	(0.9	)%		(5,412	)	(4.1	)%		1254		0.8	%		(5,669	)	(2.0	)%		1,424		0.5	%
Income before income taxes		79,379		13.9	%		8,201		1.6	%		19,932		15.1	%		12,940		8.5	%		36,445		12.8	%		26,237		8.9	%
Income tax provision		36,015		6.3	%		15,023		2.8	%		10,383		7.9	%		5,904		3.9	%		15,609		5.5	%		13,870		4.7	%
Net (loss) income		43,364		7.6	%		(6,822	)	(1.3	)%		9,549		7.2	%		7,036		4.6	%		20,836		7.3	%		12,367		4.2	%
Less: Net income attributable to non-controlling interests		0		0.0	%		0		0.0	%		0		0.0	%		(94	)	(0.1	)%		0		0.0	%		(36	)	(0.0	)%
Net income (loss) attributable to Dollar Financial Corp.	$	43,364		7.6	%		(6,822	)	(1.3	)%	$	9,549		7.2	%	$	7,130		4.7	%	$	20,836		7.3	%	$	12,403		4.2	%

     Three Months Ended December 31, 2009 compared to Three Months Ended December 31, 2008

     Revenues

     Total revenues for the three months ended December 31, 2009 increased $20.6 million, or 15.6%, as compared to the three months ended December 31, 2008. The impact of foreign currency accounted for approximately $10.7 million of the increase and the increase related to new store openings and acquisitions was approximately $12.4 million. On a constant currency basis and after eliminating the impact of new stores and acquisitions, total revenues decreased by $2.5 million.

     Consolidated check cashing revenue decreased 7.4%, or $3.1 million, period-over-period. There was an increase of $2.7 million related to foreign exchange rates and increases from new stores and acquisitions of $0.4 million. On a constant currency basis and after eliminating the impact of new stores and acquisitions, check cashing revenues were down $6.2 million or 14.8% for the current three month period as compared to the prior year. Check cashing revenues from our U.S., Canadian and United Kingdom businesses declined 20.0%, 8.6%, and 14.1%, respectively (based on constant currency reporting) over the previous year’s period. The decrease in the United States was primarily a result of the closure of 114 stores during fiscal 2009. On a consolidated constant currency basis, the face amount of the average check cashed decreased 1.3% from $464 in the second quarter of fiscal 2009 to $458 for this quarter while the average fee per check cashed increased by 4.8% from $16.99 in fiscal 2009’s second quarter to $17.57 for the quarter just ended. There was also a decline of 16.6% in the number of checks cashed in the current quarter as compared to the year earlier period — down from 2.5 million in the second quarter of fiscal 2009 to 2.0 million in the quarter just ended.

     Consolidated fees from consumer lending and pawn service fees were $85.8 million for the second quarter of fiscal 2010, representing an increase of 22.6% or $15.8 million compared to the prior year period. The impact of foreign currency fluctuations accounted for an increase of approximately $5.9 million and increases of approximately $9.1 million related to the impact from new stores and acquisitions. The remaining increase of $0.8 million was primarily due to increases in our Canadian and U.K. consumer lending business which increased by 10.8% and 8.3%, respectively offset by a decrease in our U.S. business of approximately 18.1%. The decrease in our U.S. consumer lending business is the result of 114 stores being closed in the U.S. markets during fiscal 2009. Consumer lending revenues in the Company’s operations in Poland were approximately $1.8 million for the current quarter.

     On a constant currency basis and excluding the impacts of new stores and acquisitions, money transfer fees, franchise fees and all other revenues were up $2.8 million, or 13.7% for the quarter ended December 31, 2009 as compared to the quarter ended December 31, 2008. The increase came principally in the U.K. business and was due to the success of the foreign exchange product, the branded debit card business and scrap gold sales.

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     Operating Expense Analysis

	Three Months Ended December 31,
					(Percentage of
					Total Revenue)
	2008		2009		2008			2009
	($ in thousands)
Salaries and benefits	$	36,275	$	37,723		27.4	%		24.7	%
Provision for loan losses		14,899		12,662		11.3	%		8.3	%
Occupancy		10,316		10,838		7.8	%		7.1	%
Depreciation		3,170		4,071		2.4	%		2.7	%
Returned checks, net and cash shortages		4,227		2,630		3.2	%		1.7	%
Maintenance and repairs		2,804		2,880		2.1	%		1.9	%
Advertising		2,396		4,667		1.8	%		3.1	%
Bank Charges and armored carrier expenses		3,130		3,457		2.4	%		2.3	%
Other		10,682		13,203		8.1	%		8.5	%
Total store and regional expenses	$	87,899	$	92,131		66.5	%		60.3	%

     Operating expenses were $92.1 million for the three months ended December 31, 2009 compared to $87.9 million for the three months ended December 31, 2008, an increase of $4.2 million or 4.8%. The impact of foreign currency accounted for approximately $5.7 million of the increase and new stores and acquisitions made up $6.3 million of the increase. On a constant currency basis and excluding the impacts of new stores and acquisitions, store expenses decreased by $7.8 million, or 8.8%. For the current year quarter, total operating expenses decreased from 66.5% of total revenue to 60.3% of total revenue year over year. After adjusting for constant currency reporting, the percentage of total operating expenses as compared to total revenue was 61.8%.

     Relative to our business units, on a constant currency basis and excluding the impacts of new stores and acquisitions, operating expenses decreased by $9.4 million and $0.5 million in the United States and Canada, respectively. The decreases in these two units were the result of a focus on cost reductions in addition to the closure of approximately 114 United States stores and 21 Canadian stores during fiscal 2009. The adjusted operating expenses in the United Kingdom increased by approximately $2.1 million for the three months ended December 31, 2009 as compared to the prior year which is commensurate with the revenue growth in that country primarily as a result of the cost of bought scrap gold. The Company’s operations in Poland reported $1.9 million in operating expenses for the quarter ended December 31, 2009.

     Corporate and Other Expense Analysis

	Three Months Ended December 31,
							(Percentage of
							Total Revenue)
	2008			2009			2008			2009
	($ in thousands)
Corporate expenses	$	17,594		$	22,949			13.3	%		15.0	%
Other depreciation and amortization		938			1,110			0.7	%		0.7	%
Interest expense, net		10,667			12,842			8.1	%		8.4	%
Loss on extinguishment of debt		—			8,813			—			5.8	%
Unrealized foreign exchange loss		—			(3,915	)		—			(2.6	)%
Loss on derivatives not designated as hedges		—			3,285			—			2.2	%
Provision for litigation settlements		—			—			—			—
Loss on store closings		555			1,332			0.4	%		0.9	%
Other (income) expense		(5,412	)		1,254			(4.1	)%		0.8	%
Income tax provision		10,383			5,904			7.9	%		3.9	%

     Corporate Expenses

     Corporate expenses were $22.9 million for the three months ended December 31, 2009 compared to $17.6 million for the same period in the prior year or an increase of $5.3 million. On a constant currency basis, corporate expenses increased by approximately $4.6 million reflecting an increased investment in our infrastructure to support global store, product and platform expansion plans as well our investment in our global business development team who are focused on acquisition strategies.

     Other Depreciation and Amortization

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     Other depreciation and amortization remained relatively unchanged and was approximately $1.0 million for the three months ended December 31, 2009 and 2008. With the acquisition of DFS in late December 2009, we will incur approximately an additional $1.5 million per quarter related to the amortization of identifiable intangible assets.

     Extinguishment of Debt and Loss on Derivatives Not Designated as Hedges

     In connection with our refinancing activities during the three months ended December 31, 2009, certain non-recurring expenses have been reported in the current period’s results. There were $8.8 million of expenses related to the repayment of our term loan debt and the exchange of $120.0 million principal amount of our 2027 notes for a like principal amount of our 2028 notes that have been reported as “Extinguishment of Debt”. Of that amount, approximately $5.0 million related to the write-off of pre-existing deferred term debt costs that were being amortized over the life of the term debt. The other primary element of this expense was a $3.9 million non-cash charge related to our U.K. cross-currency interest rate swaps that had been terminated in May 2009. As a result of the prepayment of substantially all of our term debt obligations, the net loss related to the discontinued cash flow hedge that was included in other comprehensive income was reclassified to the income statement.

     As a result of the prepayment of substantially all our obligations with respect to the Canadian term loans, our cross-currency interest rate swaps associated with that term debt have been rendered “ineffective”. Accordingly, all subsequent changes in the value of the swaps will be recorded in our income statement and reported as “Gain/Loss on Derivatives Not Designated as Hedges”. In addition to the changes in the value of the swaps, the difference between the cash interest paid and received related to these swaps will also be reflected in this expense category.

     Interest Expense

     Interest expense, net was $12.8 million for the three months ended December 31, 2009 compared to $10.7 million for the same period in the prior year. Interest related to National Money Mart Company’s newly issued $600.0 million aggregate principal amount of 10.375% Senior Notes due 2016 accounted for $1.4 million of the increase. In addition, interest expense associated our revolving credit facility and the reduction in the amount of interest income earned by us accounted for $0.5 million of the net increase. These increases were partially offset by lower interest expense in the UK related to our UK term debt. As a result of the early termination of the U.K. cross-currency swaps, the U.K. term debt’s interest rate is now variable and lower than the synthetically fixed rate in the prior year. The impact of this change reduced interest expense by approximately $0.7 million for the three months ended December 31, 2009 compared to the same period in the prior year.

     Non-cash interest accounted for $0.8 million of the overall increase. This increase is comprised of $0.3 million related to our convertible debt as a result of the retroactive adoption on July 1, 2009 of ASC 470-20 (formally FSP APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled Upon Conversion (Including Partial Cash Settlement). The balance of the increase in non-cash interest relates to the amortization of accumulated charges related to the discontinuance of hedge accounting for our cross currency interest rate swaps.

• Subsequent to the early settlement in May 2009 of our two cross-currency interest rate swaps hedging variable-rate borrowings at our foreign subsidiary in the United Kingdom, we discontinued prospectively hedge accounting on these cross-currency swaps. In accordance with the Derivatives and Hedging Topic of the FASB Codification, we were required to continue to report the net loss related to the discontinued cash flow hedge in other comprehensive income included in shareholders’ equity and subsequently reclassify such amounts into earnings over the remaining original term of the derivative when the hedged forecasted transactions are recognized in earnings. This resulted in a $0.4 million non-cash interest charge for the quarter ended December 31, 2009. As a result of the prepayment of substantially all of the United Kingdom’s term debt on December 23, 2009, we reclassified primarily all of the U.K.’s remaining net loss from other comprehensive income into earnings. This resulted in a charge of $3.9 million which is included in Loss on Extinguishment of Debt.

• Subsequent to the prepayment of substantially all of our Canadian term debt on December 23, 2009, we discontinued prospectively hedge accounting on these cross-currency swaps. In accordance with the Derivatives and Hedging Topic of the FASB Codification, we were required to continue to report the net loss related to the discontinued cash flow hedge in other comprehensive income included in shareholders’ equity and subsequently reclassify such amounts into earnings over the remaining original term of the derivative when the hedged forecasted transactions are recognized in earnings. This resulted in a $0.1 million non-cash interest charge for the quarter ended December 31, 2009. Because we believe that the cash flows that were originally hedged will continue to occur through the newly issued $600.0 million principal 10.375% Senior Notes due 2016 in Canada, we will continue to reclassify such amounts into earnings over the remaining original term of the derivative.

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     Unrealized Foreign Exchange Gain

     The unrealized foreign exchange gain of $3.9 million for the three months ended December 31, 2009 is due primarily to the unrealized foreign exchange gain associated with the issuance in December 2009 by our Canadian subsidiary, National Money Mart Company, of $600.0 million aggregate principal amount of its 10.375% Senior Notes due 2016. The notes are denominated in U.S. Dollars have been issued by our wholly-owned indirect Canadian subsidiary. As such, the impact of all prospective changes in the exchange rate between the U.S. Dollar and the Canadian Dollar will be reflected in our earnings as “unrealized foreign exchange gains and losses”.

     Loss on Store Closings

     During the three months ended December 31, 2009, we recorded additional expense related to stores closed during fiscal 2009 of approximately $0.5 million. This additional expense was related to adjustment assumptions related to sub-lease potential of some of the locations. We also incurred additional expenses of approximately $0.2 million for current period store closures. Lastly, we incurred approximately $0.6 million of expense in relation to the buy-out of certain “We the People” franchises.

     Other Expense

     During the three months ended December 31, 2009, we reported other expenses of approximately $1.3 million. The primary elements of these expenses were $0.6 million in costs associated with our activities to hedge foreign currency risks in the operating results of Canada and the United Kingdom. During the current period, we also recorded approximately $0.7 million in expenses related to acquisition related activities. Under new accounting guidance that became effective for us on July 1, 2009, all acquisition related expenses are reflected in our earnings.

     Income Tax Provision

     The provision for income taxes was $5.9 million for the three months ended December 31, 2009 compared to a provision of $10.4 million for the three months ended December 31, 2008. Our effective tax rate was 45.6% for the three months ended December 31, 2009 and was 52.1% for the three months ended December 31, 2008. The effective tax rate for the three months ended December 31, 2008 was reduced as a result of the impact of a favorable settlement granted in a competent authority tax proceeding between the United States and Canadian tax authorities related to transfer pricing matters for years 2000 through 2003 combined with an adjustment to our reserve for uncertain tax benefits related to years for which a settlement has not yet been received. The impact to the three months ended December 31, 2008 provision for income taxes related to these two items was a tax benefit of $3.5 million. Our effective tax rate differs from the federal statutory rate of 35% due to foreign taxes, permanent differences and a valuation allowance on U.S. and foreign deferred tax assets and the aforementioned changes to our reserve for uncertain tax positions. Prior to the global debt restructuring in our fiscal year ended June 30, 2007, interest expense in the U.S. resulted in U.S. tax losses, thus generating deferred tax assets. At December 31, 2009, we maintained deferred tax assets of $129.4 million which is offset by a valuation allowance of $82.6 million which represents a reduction of $9.5 million in the quarter ended December 31, 2009. The change for the period in our deferred tax assets and valuation allowances is presented in the table below and more fully described in the paragraphs that follow.

     Six Months Ended December 31, 2009 Compared to Six Months Ended December 31, 2008

     Revenues

     Total revenues for the six months ended December 31, 2009 increased $9.3 million, or 3.3%, as compared to the six months ended December 31, 2008. The impact of foreign currency accounted for $0.7 million of the increase and the impact of new stores and acquisitions contributed $22.1 million of the increase. On a constant currency basis and excluding the impacts of new stores and acquisitions, total revenues decreased by $13.5 million or 4.7%. The decrease was the result of a $17.1 million decrease in the U.S. revenues primarily resulting from the closure of 114 under-performing store locations during the fiscal 2009.

     Relative to our products, consolidated check cashing revenue decreased $13.8 million or 15.3% for the six months ended December 31, 2009 compared to the same period in the prior year. There was a nominal increase of approximately $0.2 million related to foreign exchange rates and increases from new stores and acquisitions of $1.1 million. The remaining check cashing revenues were down $15.1 million or 16.8% for the current six month period. Check cashing revenues from our U.S. business segment decreased 22.5%, again heavily influenced by the closure of under-performing stores during fiscal 2009. On a constant dollar basis and excluding the impacts of new stores and acquisitions, the Canadian business declined 10.0% and the U.K. business was down 20.9% for the six months ended December 31, 2009 as compared to the same period in the prior year. On a consolidated constant currency basis, the face amount of the average check cashed decreased 2.0% to $483 for the six months ended December 31, 2009 compared to $493 for the prior year period while the average fee per check cashed decreased by 3.1% to $18.68. There was also a decline of 18.0% in the

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number of checks cashed for the six months ended December 31, 2009 as compared to the six months ended December 31, 2008 — down from 5.0 million in the prior year to 4.1 million in the current year.

     Consolidated fees from consumer lending and pawn service fees were $164.8 million for the six months ended December 31, 2009 compared to $151.5 million for the year earlier period, an increase of $13.3 million or 8.8%. The impact of foreign currency fluctuations accounted for an increase of approximately $0.4 million and the impact of new stores and acquisitions was an increase of $16.7 million. On a constant dollar basis and excluding the impacts of new stores and acquisitions, consumer lending revenues decreased by approximately $3.8 million. The U.S. consumer lending revenues were down approximately $9.0 million, due to its fiscal 2009 store closures, while both the Canadian and U.K.’s consumer lending revenues were up by $3.1 million and $2.1 million, respectively (on a constant dollar basis and excluding the impacts of new stores and acquisitions). Poland’s consumer lending revenues for the six months ended December 31, 2009 were approximately $3.1 million.

     For the six months ended December 31, 2009, money transfer fees, franchise fees and all other revenues increased by $9.8 million in reported amounts. On a constant dollar basis and excluding the impacts of new stores and acquisitions, these revenues increased by $5.5 million or 12.6% for the six months ended December 31, 2009 as compared to the year earlier period. The increase came principally in the U.K. business and was due to the success of the foreign exchange product, the branded debit card business and scrap gold sales.

     Operating Expense Analysis

	Six Months Ended December 31,
					(Percentage of
	2008		2009		Total Revenue)
	($ in thousands)				2008			2009
Salaries and benefits	$	77,078	$	74,459		27.0	%		25.3	%
Provision for loan losses		30,150		24,358		10.6	%		8.3	%
Occupancy		21,640		21,685		7.6	%		7.4	%
Depreciation		6,762		7,445		2.4	%		2.5	%
Returned checks, net and cash shortages		10,362		4,894		3.6	%		1.7	%
Maintenance and repairs		6,220		5,695		2.2	%		1.9	%
Advertising		5,208		8,114		1.8	%		2.7	%
Bank Charges and armored carrier expenses		6,763		6,923		2.4	%		2.3	%
Other		22,982		24,470		8.0	%		8.3	%
Total store and regional expenses	$	187,165	$	178,043		65.6	%		60.4	%

     Operating expenses were $178.0 million for the six months ended December 31, 2009 compared to $187.2 million for the six months ended December 31, 2008, a decrease of $9.1 million or 4.9%. The impact of foreign currency had only a minor impact on the period’s operating expenses, accounting for an increase of $0.2 million. There was an increase in operating expenses related to new stores and acquisitions of approximately $10.8 million. On a constant currency basis and excluding the impacts of new stores and acquisitions, operating expenses decreased by $20.1 million. For the current year cumulative period, total operating expenses decreased to 60.4% of total revenue compared to 65.6% of total revenue for the same period in the prior year. After adjusting for constant currency reporting and elimination of acquisitions, the percentage of total operating expenses as compared to total revenue increased from the reported amount of 60.4% to 61.5% or a 6.3% decline over the prior year.

     Relative to our business units, after excluding the impacts of foreign currency and acquisitions, U.S. operating expenses decreased by $19.0 million and Canada’s operating expenses decreased by $4.8 million. The results in the United States and Canada were a result of a focus on cost reductions in addition to the closure of approximately 114 United States stores and 17 Canadian stores during fiscal 2009. The adjusted store and regional expenses in the United Kingdom were up approximately $3.6 million for the six months ended December 31, 2009 as compared to the prior year. The U.K. increase was primarily attributable to the categories of loan loss provision, the cost of scrap gold and advertising which are all commensurate with growth in that country. Operating expenses in Poland for the six months ended December 31, 2009 were $2.8 million.

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Corporate and Other Expense Analysis

	Six Months Ended December 31,
						(Percentage of
	2008			2009		Total Revenue)
	($ in thousands)					2008			2009
Corporate expenses	$	37,114		$	43,300		13.0	%		14.7	%
Other depreciation and amortization		1,978			2,162		0.7	%		0.7	%
Interest expense, net		22,214			24,466		7.8	%		8.3	%
Loss on extinguishment of debt		—			8,813		—			3.0	%
Unrealized foreign exchange loss		—			3,912		—			1.3	%
Loss on derivatives as hedges		—			3,275		—			1.1	%
Provision for litigation settlements		509			1,267		0.2	%		0.4	%
Loss on store closings		5,493			1,650		1.9	%		0.6	%
Other (income) expense		(5,669	)		1,424		(2.0	)%		0.5	%
Income tax provision		15,609			13,870		5.5	%		4.7	%

     Corporate Expenses

     Corporate expenses were $43.3 million for the six months ended December 31, 2009 compared to $37.1 million for the same period in the prior year or an increase of $6.2 million. On a constant currency basis corporate expenses were the same as the actual reported number. The increase reflects increased investment in our infrastructure to support global store, product and platform expansion plans as well our investment in our global business development team who are focused on acquisition strategies.

     Other Depreciation and Amortization

     Other depreciation and amortization remained relatively unchanged and was approximately $2.0 million for the six months ended December 31, 2009 and 2008. With the acquisition of Dealer’s Financial Services in late December 2009, we will incur approximately an additional $1.5 million per quarter related to the amortization of identifiable intangible assets.

     Extinguishment of Debt and Loss on Derivatives Not Designated as Hedges

     In connection with our refinancing activities during the three months ended December 31, 2009, certain non-recurring expenses have been reported in the current period’s results. There were $8.8 million of expenses related to the repayment of our term loan debt and the exchange of $120.0 million of our 2.875% Senior Convertible Debt due 2027 that have been reported as “Extinguishment of Debt”. Of that amount, approximately $5.0 million related to the write-off of pre-existing deferred term debt costs that were being amortized over the life of the term debt. The other primary element of this expense was a $3.9 million non-cash charge related to our U.K. cross- currency interest rate swaps that had been terminated in May 2009. As a result of the prepayment of substantially all of our term debt obligations, the net loss related to the discontinued cash flow hedge that was included in other comprehensive income was reclassified to the income statement.

     As a result of the prepayment of substantially all our obligations with respect to the Canadian term loans, our cross-currency interest rate swaps associated with that term debt have been rendered “ineffective”. Accordingly, all subsequent changes in the value of the swaps will be recorded in our income statement and reported as “Gain/Loss on Derivatives Not Designated as Hedges”. In addition to the changes in the value of the swaps, the difference between the cash interest paid and received related to these swaps will also be reflected in this expense category.

     Interest Expense

     Interest expense, net was $24.5 million for the six months ended December 31, 2009 compared to $22.2 million for the same period in the prior year. Interest related to National Money Mart Company’s newly issued $600.0 million principal 10.375% Senior Notes due 2016 accounted for $1.4 million of the increase. In addition, interest expense associated with our revolving credit facility and the reduction in the amount of interest income earned by us accounted for $1.3 million of the net increase. These increases were partially offset by lower interest in the UK related to our UK term debt. As a result of the early termination of the U.K. cross-currency swaps, the U.K. term debt’s interest rate is now variable and lower than the synthetically fixed rate in the prior year. The impact of this change reduced interest expense by approximately $1.7 million for the six months ended December 31, 2009 compared to the same period in the prior year.

     Non-cash interest accounted for $1.3 million of the overall increase. This increase is comprised of $0.5 million related to our convertible debt as a result of the retroactive adoption on July 1, 2009 of ASC 470-20 (formally FSP APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled Upon Conversion (Including Partial Cash Settlement). The balance of the increase in non-cash interest relates to the amortization of accumulated charges related to the discontinuance of hedge accounting for our cross currency interest rate swaps.

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• Subsequent to the early settlement in May 2009 of our two cross-currency interest rate swaps hedging variable-rate borrowings at our foreign subsidiary in the United Kingdom, we discontinued prospectively hedge accounting on these cross-currency swaps. In accordance with the Derivatives and Hedging Topic of the FASB Codification, we were required to continue to report the net loss related to the discontinued cash flow hedge in other comprehensive income included in shareholders’ equity and subsequently reclassify such amounts into earnings over the remaining original term of the derivative when the hedged forecasted transactions are recognized in earnings. This resulted in a $0.7 million non-cash interest charge for the six months ended December 31, 2009. As a result of the prepayment of substantially all of the United Kingdom’s term debt on December 23, 2009, we reclassified primarily all of the U.K.’s remaining net loss from other comprehensive income into earnings. This resulted in a charge of $3.9 million which is included in Loss on Extinguishment of Debt.

• Subsequent to the prepayment of substantially all of our Canadian term debt on December 23, 2009, we discontinued prospectively hedge accounting on these cross-currency swaps. In accordance with the Derivatives and Hedging Topic of the FASB Codification, we were required to continue to report the net loss related to the discontinued cash flow hedge in other comprehensive income included in shareholders’ equity and subsequently reclassify such amounts into earnings over the remaining original term of the derivative when the hedged forecasted transactions are recognized in earnings. This resulted in a $0.1 million non-cash interest charge for the six months ended December 31, 2009. Due to the newly issued $600.0 million principal 10.375% Senior Notes due 2016 in Canada, we will continue to reclassify such amounts into earnings over the remaining original term of the derivative.

     Unrealized Foreign Exchange Loss

Unrealized foreign exchange losses for the six months ended December 31, 2009 was $3.9 million. Unrealized foreign exchange losses of $7.6 million related to our U.K. term loans and intercompany balances was offset by an unrealized foreign exchange gain of $3.7 million associated with the issuance by our Canadian subsidiary, National Money Mart Company, of its $600 million aggregate principal amount of 10.375% senior notes due 2016 in December 2009. The notes are denominated in U.S. Dollars and were issued by our indirect wholly-owned Canadian subsidiary. As such, the impact of all prospective changes in the exchange rate between the U.S. and the Canadian Dollar will be reflected in our earnings as “unrealized foreign exchange gains and losses.”

     Provision for litigation settlements

     Provision for litigation settlements during the six months ended December 31, 2009 was $1.3 million.

     Loss on Store Closings

     During the six months ended December 31, 2009, we recorded additional expense related to store closings during fiscal 2009 of approximately $0.5 million. This additional expense was related to adjustment assumptions related to sub-lease potential of some of the locations. We also incurred additional expenses of approximately $0.5 million for current period store closures. Lastly, we incurred approximately $0.7 million of expense in relation to the buy-out of certain “We the People” franchises.

     Other Expense

     During the six months ended December 31, 2009, we reported other expenses of approximately $1.4 million. The primary elements of these expenses were $1.0 million in costs associated with our activities to hedge foreign currency risks in the operating results of Canada and the United Kingdom. During the current period, we also recorded approximately $1.0 million in expenses related to acquisition related activities. Under new accounting guidance that became effective for the Company on July 1, 2009, all acquisition related expenses are reflected in our earnings. During the current six month period, we have recorded miscellaneous other revenues of approximately $0.6 million.

     Income Tax Provision

     The provision for income taxes was $13.9 million for the six months ended December 31, 2009 compared to a provision of $15.6 million for the six months ended December 31, 2008. Our effective tax rate was 52.9% for the six months ended December 31, 2009 and was 42.8% for the six months ended December 31, 2008. The effective tax rate for the six months ended December 31, 2008 was reduced as a result of the impact of a favorable settlement granted in a competent authority tax proceeding between the United States and Canadian tax authorities related to transfer pricing matters for years 2000 through 2003 combined with an adjustment to our reserve for uncertain tax benefits related to years for which a settlement has not yet been received. The impact to the six months ended December 31, 2009 provision for income taxes related to these two items was a tax benefit of $3.5 million. Our effective tax rate

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differs from the federal statutory rate of 35% due to foreign taxes, permanent differences and a valuation allowance on U.S. and foreign deferred tax assets and the aforementioned changes to our reserve for uncertain tax positions. Prior to the global debt restructuring in our fiscal year ended June 30, 2007, interest expense in the U.S. resulted in U.S. tax losses, thus generating deferred tax assets. At December 31, 2009 we maintained deferred tax assets of $129.4 million which is offset by a valuation allowance of $82.6 million which represents a $7.2 million reduction in the period. The change for the period in our deferred tax assets and valuation allowances is presented in the table below and more fully described in the paragraphs that follow.

     Fiscal 2009 Compared to Fiscal 2008

     Revenues

     Total revenues for the year ended June 30, 2009 decreased $44.3 million, or 7.7% as compared to the year ended June 30, 2008. The impact of foreign currency accounted for a decrease of approximately $67.2 million which was offset by new store openings and acquisitions of approximately $36.3 million. On a constant currency basis and after eliminating the impact of new stores and acquisitions, total revenues decreased by $13.4 million or 2.3%.

     Relative to our products, consolidated check cashing revenue decreased $32.0 million or 16.3% for the year ended June 30, 2009 compared to the same period in the prior year. There was a decrease of $19.0 million related to foreign exchange rates and increases from new stores and acquisitions of $10.5 million. The remaining check cashing revenues were down $23.5 million or 11.9% for the current year. Eliminating the impacts of foreign exchange rates and new stores and acquisitions, check cashing revenues from our U.S. business segment decreased 14.1%, while the Canadian business declined 6.9% over the previous year’s period. Similarly, check cashing fees in the United Kingdom decreased 17.0% over the prior year’s period. On a consolidated constant currency basis, the face amount of the average check cashed increased 0.5% to $534 for the year ended June 30, 2009 compared to $531 for the prior year period while the average fee per check cashed remained consistent at approximately $19.85. During fiscal 2009, global check counts declined by approximately 6.6%.

     Consolidated fees from consumer lending were $275.3 million for the year ended June 30, 2009 compared to $292.5 million for the year earlier period which is a decrease of $17.2 million or 5.9%. The impact of foreign currency fluctuations accounted for a decrease of approximately $35.3 million that was partially offset by new stores and acquisitions of $17.4 million. The remaining increase of $0.7 million was primarily provided by our operations in the United Kingdom which increased by 33.3% offset in part by both the U.S. and Canadian consumer lending businesses, which decreased by 12.4% and 7.6%, respectively. The increase in the United Kingdom is in part related to the strong growth in that country’s pawn lending business.

     For the year ended June 30, 2009, money transfer fees decreased in reported amounts by $0.7 million, when adjusted for currency and excluding the impact from new stores and acquisitions, increased by $1.1 million or 4.1% for the year ended June 30, 2009 as compared to the year earlier period. On a constant currency basis and excluding the impact from new stores and acquisitions, other revenue, increased by $8.3 million, or 15.0% in the current fiscal year, principally due to the success of the foreign exchange product, the debit card business, gold sales and other ancillary products.

     Operating Expenses Analysis

	Year Ended June 30,
					(Percentage of
	2008		2009		Total Revenue)
	($ in thousands)				2008			2009
Salaries and benefits	$	159,363	$	145,716		27.9	%		27.6	%
Provision for loan losses		58,458		52,136		10.2	%		9.9	%
Occupancy		43,018		41,812		7.5	%		7.9	%
Depreciation		13,663		13,075		2.4	%		2.5	%
Returned checks, net and cash shortages		20,360		16,021		3.6	%		3.0	%
Telephone and communications		7,185		7,504		1.3	%		1.5	%
Advertising		9,398		8,359		1.6	%		1.6	%
Bank Charges and armored carrier expenses		13,494		13,357		2.3	%		2.5	%
Other		48,015		48,069		8.4	%		9.1	%
Total store and regional expenses	$	372,954	$	346,049		65.2	%		65.6	%

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     Store and regional expenses were $346.0 million for the year ended June 30, 2009 compared to $373.0 million for the year ended June 30, 2008, a decrease of $26.9 million or 7.2%. The impact of foreign currency accounted for a decrease of approximately $38.7 million which was partially offset by the impact associated with the two acquisitions during the first half of fiscal 2008 of approximately $16.1 million. On a constant currency basis and after eliminating the impact of new stores and acquisitions, store and regional expenses decreased by $4.3 million. For the current year cumulative period, total store and regional expenses increased to 65.6% of total revenue compared to 65.2% of total revenue for the year earlier period. After adjusting for constant currency reporting and eliminating the impact of new stores and acquisitions, the percentage of total store and regional expenses as compared to total revenue increased from the reported amount of 65.6% to 66.0% for fiscal 2009.

     Relative to our business units, after excluding the impacts of foreign currency and acquisitions, U.S. store and regional expenses decreased by $20.5 million and Canada’s expenses remained relatively flat. The results in the United States and Canada are consistent with the closure of approximately 70 U.S. and Canadian stores that was announced earlier in the current fiscal year. In addition, there were an additional 60 U.S. stores that were closed during June 2009. The adjusted store and regional expenses in the United Kingdom were up approximately $16.0 million for the year ended June 30, 2009 as compared to the prior year. The U.K. increase was primarily attributable to the categories of salary and benefits, occupancy, loan loss provision, depreciation and advertising which are all commensurate with growth in that country.

Corporate and Other Expense Analysis

	Year Ended June 30,
							(Percentage of
	2008			2009			Total Revenue)
	($ in thousands)						2008			2009
Corporate expenses	$	70,859		$	68,217			12.4	%		12.9	%
Other depreciation and amortization.		3,902			3,827			0.7	%		0.7	%
Interest expense, net		44,378			43,697			7.8	%		8.3	%
Unrealized foreign exchange gain		—			(5,499	)		—	%		(1.0	)%
Provision for litigation settlements		345			57,920			0.1	%		11.0	%
Loss on store closings		993			10,340			0.2	%		2.0	%
Other (income) expense		(626	)		(4,898	)		(0.2	)%		(0.9	)%
Income tax provision		36,015			15,023			6.3	%		2.8	%

     Corporate Expenses

     Corporate expenses were $68.2 million for fiscal 2009 compared to $70.9 million for fiscal 2008, a decrease of $2.7 million or 3.8%. On a constant currency basis, corporate expenses increased by approximately $2.7 million. The increase is primarily due to increased regulatory and lobbying costs, increased investment in global management capabilities, additional investment in infrastructure to support our global de novo store growth, acquisitions strategy and management and integration of recent acquisitions.

     Other Depreciation and Amortization

     Other depreciation and amortization expenses remained relatively unchanged and were $3.8 million for fiscal 2009 and $3.9 million for fiscal 2008.

     Provision for (Proceeds from) Legal Settlements

     Provisions for legal settlement were $57.9 million for the current fiscal year compared to $0.3 million in the year earlier period. The increase was almost solely driven as a result of a fourth quarter charge of $57.4 million by our Canadian subsidiary, Money Mart, on account of the pending Ontario class action settlement and for the potential settlement of certain of the similar class action proceedings pending in other Canadian provinces.

     Loss on Store Closings

     The Company recognized loss on store closing expense of $10.3 million for the year ended June 30, 2009 as compared to the year earlier period amount of $1.0 million. Of the current year amount, $7.2 million was recognized in the United States, $3.0 million in Canada and $0.2 million in the United Kingdom. These expenses were related to the Company’s efforts to eliminate under-performing locations as well as eliminating locations in states with uncertain or less favorable regulation or are located in areas/states where the Company has only a few locations resulting in an inefficient and more costly infrastructure.

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     Unrealized Foreign Exchange Gain

     In May 2009, we executed an early settlement of its U.K. cross currency interest rate swaps that had been in place since December, 2006. These cross currency interest rate swaps had the impact of synthetically converting the foreign denominated debt into the local currency of the United Kingdom at a fixed rate of interest. As a result of that early settlement, the foreign currency impacts associated with the bank debt outstanding in both U.S. Dollars and Euros on the U.K.’s balance sheet is now recorded through our income statement — resulting in gain of $5.5 million for the year ended June 30, 2009.

     Interest Expense

     Interest expense was $43.7 million for the year ended June 30, 2009 compared to $44.4 million for the preceding year. On June 27, 2007, we issued $200.0 million aggregate principal amount of the Convertible Notes in a private offering for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The proceeds from the Convertible Notes were initially invested until approximately $131.4 million was utilized during fiscal 2008 for the American Payday Loans and The Check Cashing Store acquisitions. For the year ended June 30, 2009, there was an increase in net interest expense of approximately $3.0 million resulting from a decrease of interest income related to the lower amount of short-term invested cash due to the aforementioned fiscal 2008 acquisitions, as compared to the prior year. This was offset by a decrease of approximately $4.5 million in interest expense resulting primarily from the impact of foreign currency translation of interest expense in our Canadian and U.K. operations. With the early settlement of the U.K.’s cross-currency interest rate swaps that were executed during the fourth quarter of this fiscal year, the interest rate for our U.K. debt will now be recorded at the variable interest rates provided for in the credit agreement.

     Income Tax Provision

     The provision for income taxes was $15.0 million for fiscal 2009 compared to a provision of $36.0 million for fiscal 2008. Our effective tax rate for fiscal 2009 is 183.2% which is a combination of an effective rate of 106.4% on continuing operations and other one-time charges reduced by the impact of a favorable settlement granted in a competent authority tax proceeding between the United States and Canadian tax authorities related to transfers pricing matters for years 2000 through 2003, the import of the convertible debt discount and an adjustment to our reserve for uncertain tax benefits related to years for which a settlement has not yet been received. The impact to our fiscal 2009 provision for income taxes related to these two items was $2.9 million. Our effective tax rate differs from the statutory rate of 35% due to foreign taxes, permanent differences and a valuation allowance on U.S. and foreign deferred tax assets and the aforementioned changes to our reserve for uncertain tax positions. The principal reason for the significant difference in the effective tax rate between periods was the $57.4 million charge to earnings in connection with the pending Ontario settlement and for the potential settlement of certain of the similar class action proceedings pending in other Canadian provinces. This charge caused a significant reduction in pre-tax income resulting in a material difference in the effective tax rate on continuing operations for fiscal 2009. Without the provision for legal settlements, the impact of the convertible debt discount and Competent Authority settlement the effective tax rate for fiscal 2009 would have been 48.6%

     The Company believes that its ability to utilize pre-2007 net operating losses in a given year will be limited to $9.0 million under Section 382 of the Internal Revenue Code, which we refer to as the Code, because of changes of ownership resulting from our June 2006 follow-on equity offering. In addition, any future debt or equity transactions may reduce our net operating losses or further limit our ability to utilize the net operating losses under the Code. The deferred tax asset related to excess foreign tax credits is also fully offset by a valuation allowance of $45.6 million. Additionally, we maintain foreign deferred tax assets in the amount of $28.4 million. Of this amount $1.3 million was recorded by our Canadian affiliate during fiscal 2007 related to a foreign currency loss sustained in connection with the hedge of its term loan. This deferred tax asset was offset by a full valuation allowance of $1.3 million since the foreign currency loss is capital in nature and at this time we have not identified any potential for capital gains against which to offset the loss.

     We adopted the provisions of FIN 48 on July 1, 2007. The implementation of FIN 48 did not result in any adjustment in our liability for unrecognized income tax benefits. At June 30, 2009 we had $7.8 million of unrecognized tax benefits, primarily related to transfer pricing matters, which if recognized, would affect our effective tax rate. The reduction from the June 30, 2008 balance of $9.9 million was principally caused by the impact of the favorable competent authority ruling received from the Canadian taxing authorities during the current fiscal year.

     The tax years ending June 30, 2005 through 2008 remain open to examination by the taxing authorities in the United States, United Kingdom and Canada.

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     We recognize interest and penalties related to uncertain tax positions in income tax expense. As of June 30, 2009, we had approximately $0.5 million of accrued interest related to uncertain tax positions which remained materially unchanged from the prior year. The provision for unrecognized tax benefits, including accrued interest, is included in income taxes payable.

     Change in Deferred Tax Assets and Valuation Allowances (in millions)

	Deferred			Valuation			Net Deferred
	Tax Asset			Allowance			Tax Asset
Balance at June 30, 2009	$	130.4		$	89.8		$	40.6
U.S. increase/(decrease)		(1.4	)		(5.9	)		4.5
Foreign increase/(decrease)		0.4			(1.3	)		1.7
Balance at December 31, 2009	$	129.4		$	82.6		$	46.8

     The $129.4 million in deferred tax assets consists of $43.3 million related to net operating losses and the reversal of temporary differences, $57.3 million related to foreign tax credits and $28.8 million in foreign deferred tax assets. At December 31, 2009, U.S. deferred tax assets related to net operating losses and the reversal of temporary differences were reduced by a valuation allowance of $43.3 million, which reflects a decrease of $14.6 million during the period. The net operating loss carry forward at December 31, 2009 was $68.3 million compared to an estimated balance of $106.3 million at June 30, 2009. This reduction in our net operating loss is a result of the anticipated utilization of $38.0 million of our net operating loss to partially offset the US tax resulting from the deemed dividend caused by the sale of a portion of the shares of our wholly-owned indirect U.K. subsidiary to our wholly-owned indirect Canadian subsidiary. We believe that our ability to utilize net operating losses in a given year will be limited to $9.0 million under Section 382 of the Internal Revenue Code, which we refer to as the “Code,” because of changes of ownership resulting from our June 2006 follow-on equity offering. In addition, any future debt or equity transactions may reduce our net operating losses or further limit our ability to utilize the net operating losses under the Code. The deferred tax asset related to excess foreign tax credits is also fully offset by a valuation allowance of $57.3 million. This represents an increase of $11.8 million for the period related to the deemed dividend discussed above. Additionally, we maintain foreign deferred tax assets in the amount of $28.8 million. Our Canadian affiliate during fiscal 2006 had previously recorded a deferred tax asset and corresponding valuation allowance related to an unrealized foreign currency loss sustained in connection with its U.S. Dollar denominated term debt prior to entering into its cross currency interest rate swaps. In the quarter ended December 31, 2009, this valuation allowance was reversed providing a $1.4 million tax benefit in connection with the realization of a capital gain related to the repayment of a majority of its term debt.

     As described in Note 1 to the Company’s quarterly report on Form 10-Q for the period ended December 31, 2009, we restated our historical financial statements in connection with the adoption of ASC 470-20 (formerly FSP APB 14-1). The adoption of this standard required us to establish an initial deferred tax liability related to 2027 notes and the 2028 notes, which represents the tax effect of the book/tax basis difference created at adoption. The deferred tax liability will reverse as the 2027 notes and the 2028 notes discount accretes to zero over the expected life of the 2027 notes and the 2028 notes. The deferred tax liability associated with the 2027 notes and the 2028 notes serves as a source of recovery of our deferred tax assets, and therefore the restatement also required the reduction of the previously recorded valuation allowance on the deferred tax asset. Because we historically have recorded and continue to record a valuation allowance on the tax benefits associated with our U.S. subsidiary losses, the reversal of the deferred tax liability associated with the 2027 notes and the 2028 notes, which is recorded as a benefit in the deferred income tax provision, is offset by an increase in the valuation allowance. At December 31, 2009, the deferred tax liability associated with the 2027 and the 2028 notes was $18.0 million. For purposes of balance sheet presentation, the deferred tax liability related to the 2027 notes and the 2028 notes has been netted against the Company’s deferred tax asset.

     At June 30, 2009, we had unrecognized tax benefit reserves related to uncertain tax positions of $7.8 million which, if recognized, would decrease the effective tax rate. At December 31, 2009, we had $9.2 million of unrecognized tax benefits primarily related to transfer pricing matters, which if recognized, would decrease its effective tax rate.

     The tax years ending June 30, 2005 through 2009 remain open to examination by the taxing authorities in the United States, United Kingdom and Canada.

     We recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2009, we had approximately $0.7 million of accrued interest related to uncertain tax positions which represents a minimal increase during the three months ended December 31, 2009. The provision for unrecognized tax benefits including accrued interest is included in income taxes payable.

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Discussion and analysis for each geographic segment

Three and Six Months Ended December 31, 2009 Compared to Three Months and Six Months Ended December 31, 2008

     The following table presents each reportable segment’s revenue and operating margin results:

	Three Months Ended December 31,									Six Months Ended December 31,
							Percent/									Percent/
	($ in thousands)						Margin			($ in thousands)						Margin
	2008			2009			Change			2008			2009			Change
Revenue:
United States (1)	$	41,009		$	35,290			(13.9)	%	$	83,239		$	69,484			(16.5	)%
Operating margin		11.6	%		18.5	%		6.9	pts.		10.8	%		16.4	%		5.6	pts.
Dealers’ Financial Services (2)	$	—		$	621			100.0	%	$	—		$	621			100.0	%
Operating margin		—	%		61.6	%		61.6	pts.		—	%		61.6	%		61.6	pts.
Canada	$	58,158		$	69,186			19.0	%	$	128,471		$	133,309			3.8	%
Operating margin		45.2	%		48.0	%		2.8	pts.		46.2	%		49.5	%		3.3	pts.
United Kingdom	$	33,006		$	47,644			44.3	%	$	73,539		$	91,135			23.9	%
Operating margin		40.0	%		43.0	%		3.0	pts.		40.3	%		42.5	%		2.2	pts.
Total Revenue	$	132,173		$	152,741			15.6	%	$	285,249		$	294,549			3.3	%
Operating margin	$	44,274		$	60,610			36.9	%	$	98,084		$	116,506			18.8	%
Operating margin percent		33.5	%		39.7	%		6.2	pts.		34.4	%		39.6	%		5.2	pts.

     The following table presents each reportable segment’s revenue as a percentage of total segment revenue and each reportable segment’s pre-tax income as a percentage of total segment pre-tax income:

	Three Months Ended December 31,												Six Months Ended December 31,
							Pre-tax												Pre-tax
	Revenue						Income/(Loss)						Revenue						Income/(Loss)
	2008			2009			2008			2009			2008			2009			2008			2009
United States (1)		31.0	%		23.1	%		(36.3)	%		(42.2)	%		29.2	%		23.6	%		(49.9)	%		(49.4	)%
Dealers’ Financial Services		—	%		0.4	%		—	%		2.1	%		—	%		0.2	%		—	%		1.0	%
Canada		44.0	%		45.3	%		95.0	%		87.4	%		45.0	%		45.3	%		103.1	%		112.8	%
United Kingdom		25.0	%		31.2	%		41.3	%		52.7	%		25.8	%		30.9	%		46.8	%		35.6	%
Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

(1)	For the three and six months ended December 31, 2009, the results of Poland are included with the United States results.
(2)	We acquired Dealer Financial Services on December 23, 2009 and accordingly, only eight days of activity has been included with the results reported for three and six months ended December 31, 2009.

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Three Months Ended December 31, 2009 compared to Three Months Ended December 31, 2008

United States

     Total U.S. revenues (excluding Poland) were $33.3 million for the three months ended December 31, 2009 compared to $41.0 million for the three months ended December 31, 2008, a decrease of 18.8%. We closed 114 under-performing U.S. stores during fiscal year 2009 and significantly reduced the related field management and store support functions. The closure of these locations was the primary factor in the period-over-period decrease, along with the effects of the economic downturn. From a product perspective, this decline is primarily related to decreases of $2.8 million and $4.0 million in check cashing and consumer lending revenue, respectively. The decrease in check cashing revenue is related to decreases in both the number of checks as well as the face amount of checks that were presented in the United States. The number of checks decreased year over year by approximately 200,000 and with corresponding decrease in face value of approximately $92 million related to the aforementioned closure of 114 U.S. stores during fiscal 2009 and the economic downturn. The face amount of the average check decreased by 1.6% and the average fee decreased from $12.79 to $12.59.

     The continued high rate of unemployment through all sectors of the U.S. economy also negatively impacts consumer lending volumes. As a result of current economic conditions, we continue to take a more cautious approach to lending in all of our segments, including the United States. U.S. funded loan originations decreased 14.9% or $24.4 million in the current year’s period as compared to the year earlier period. Included with the U.S. results, is approximately $2.0 million of revenues related to our newly acquired operations in Poland.

     Operating margins in the United States (excluding Poland’s results) increased to 19.5% for the three months ended December 31, 2009 compared to 11.6% for the same period in the prior year. The U.S. operating margins are significantly lower than the other segments. The primary drivers for this disparity are greater competition in the United States, which effects revenue per store, higher U.S. salary costs, somewhat higher occupancy costs and marginally higher loan loss provisions. As a result of the lower U.S. margins, management closed 114 underperforming stores during fiscal 2009. The Company’s U.S. strategy of closing unprofitable locations and focusing on states with more favorable and stable regulatory environments has shown positive results. Even with significantly lower U.S. revenues, the operating margins in this segment of the business increased by $1.7 million for the three months ended December 31, 2009 as compared to the three months ended December 31, 2008, or an increase of 36.0%.

     The U.S. pre-tax loss (excluding Poland) was $5.4 million for the three months ended December 31, 2009 compared to a pre-tax loss of $7.2 million for the same period in the prior year. The decrease in the pre-tax loss of $1.8 million is the net result of the operating margin increase, net increases in intercompany revenues and corporate expenses of approximately $1.3 million offset by approximately $1.0 million of one-time expenses associated with the Company’s recent refinancing activities.

Dealers’ Financial Services

     We acquired DFS on December 23, 2009 and accordingly only eight days of activity has been included with the results reported for the three months ended December 31, 2009. DFS provides services to enlisted military personnel seeking to purchase new and used vehicles. DFS’s revenue comes from fees which are paid by a third-party national bank and fees from the sale of ancillary products such as vehicle service contracts and guaranteed asset protection (GAP insurance). DFS operates through an established network of arrangements with more than 580 new and used car dealerships, according to underwriting protocols specified by the third-party national bank. DFS operating expenses are primarily compensation/benefits, amortization of their identifiable intangible assets, professional service fees and field management expenses. Since the DFS business model is based on receiving fees for services, it is unlike our store-based businesses and will therefore be reported as a stand-alone segment.

Canada

     Total Canadian revenues were $69.2 million for the three months ended December 31, 2009, an increase of 19.0%, or $11.0 million as compared to the year earlier period. The impact of foreign currency rates accounted for $8.8 million of this increase. On a constant dollar basis, revenues increased by $2.2 million. On a constant dollar basis, check cashing revenues were down $1.5 million in Canada with the effects of higher unemployment resulting in decreases in the number of checks and the total value of checks cashed — down by 13.6% and 14.1%, respectively. However, the Company continues to see signs of moderate employment recovery in its customer base evidenced by moderate sequential quarterly growth in constant dollar check cashing revenues. The average face amount per check remained relatively flat, while the average fee per check increased by 5.8% for the three months ended December 31, 2009 as compared to the three months ended December 31, 2008. In the consumer lending area, the Company continues to leverage its position as the lowest cost provider in the industry as well as its multi-product store platform, by offering products and services at

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prices below many of its competitors in an effort to enhance its share of the Canadian market. As a result, consumer lending revenues in Canada increased by 10.9% (on a constant dollar basis) for the three months ended December 31, 2009 as compared to the year earlier period. Additionally, Canada recorded approximately $2.0 million of revenue in relation to its recently launched gold buying initiative.

     Operating expenses in Canada increased $4.2 million or 13.0% from $31.9 million in the second quarter of fiscal 2009 to $36.0 million in the current year’s fiscal period. The impacts of changes in foreign currency rates resulted in an increase of $4.6 million. The remaining decrease of approximately $0.4 million is consistent with the Company’s efforts to closely monitor and control expenses. On a constant currency basis, provision for loan losses, as a percentage of loan revenues, has decreased by 8.8 pts from 20.7% to 11.9%. Overall Canada’s operating margin percentage has increased from 45.2% to 48.0%. The solid improvement in this area is the result of increased consumer lending revenues in addition to efforts to reduce costs and promote efficiencies. To date, provinces which comprise more than 90% of our Canadian company-operated store base have all announced maximum lending rates that are above our existing price structure, but generally below the pricing of many competitors. As a result, we have recently resumed our television advertising campaign in certain Canadian provinces and are beginning to witness an increase in the number of new customers conducting transactions in our Canadian stores.

     The Canadian pre-tax income was $11.3 million for the three months ended December 31, 2009 compared to pre-tax income of $18.9 million for the same period in the prior year. In addition to increased operating margins of $6.9 million, pre-tax income was negatively impacted by additional interest expense of $2.3 million, expenses related to the Company’s recent refinancing efforts of $6.7 million, increased corporate and intercompany expenses of $4.7 million, unrealized foreign exchange losses of $0.3 million and miscellaneous other expenses of $0.5 million.

United Kingdom

     Total U.K. revenues were $47.6 million for the three months ended December 31, 2009 compared to $33.0 million for the year earlier period, an increase of $14.6 million or 44.3%. On a constant dollar basis and excluding the impact of acquisitions, U.K. year-over-year revenues have increased by $3.0 million, or 9.2%. Both consumer lending/pawn service fees and other revenues (gold scrap sales, foreign exchange products and debit cards) were up by $1.5 million and $3.4 million, respectively. As in the other two business sectors, U.K. check cashing revenues were impacted by the recession and decreased by approximately $1.9 million, or 18.0% (on a constant dollar basis and excluding new stores and acquisitions).

     U.K. operating expenses increased by $7.3 million, or 4.8% from $19.8 million for the three months ended December 31, 2008 as compared to $27.1 million for the current three month period. On a constant currency basis and excluding new stores and acquisitions, U.K. operating expenses increased by $2.1 million or 10.5%. The increase is consistent with an operation that is in a growth mode. There was an increase of 4.6 pts relating to the provision for loan losses as a percentage of loan revenues primarily due to the mix of lending products including the Internet-based consumer lending business acquired in April 2009. On a constant currency basis, the rate for the three months ended December 31, 2008 was 11.7% while for the current three month period, the rate increased to 16.3%. On a constant currency basis, U.K. store and regional margin percentage has improved from 40.0% for the three months ended December 31, 2008 to 43.9% for the current three month period ended December 31, 2009 due to the strong revenue growth, offset in part with a marginal increase in costs.

     The U.K. pre-tax income was $6.8 million for the three months ended December 31, 2009 compared to $8.2 million for the same period in the prior year, a decrease of $1.4 million. In addition to increased operating margins of $7.3 million, pre-tax income was negatively impacted by expenses related to the Company’s recent refinancing efforts of $4.7 million, increased corporate and intercompany expenses of $2.4 million and unrealized foreign exchange losses of $1.8 million.

Six Months Ended December 31, 2009 compared to Six Months Ended December 31, 2008

United States

     Total U.S. revenues (excluding Poland) were $66.3 million for the six months ended December 31, 2009 compared to $83.2 million for the six months ended December 31, 2008, a decrease of $16.9 million or 20.3%. We closed 114 under-performing U.S. stores during fiscal year 2009 and significantly reduced the related field management and store support functions. The closure of these locations was the primary factor in the period-over-period decrease, along with the economic downturn. From a product perspective, this decline is primarily related to decreases of $6.3 million and $9.0 million in check cashing and consumer lending revenue, respectively. The economic downturn contributed to the decrease in check cashing revenue, as there were decreases in both the number of checks as well as the face amount of checks that were presented in the U.S. The number of checks decreased year over year by approximately 461,000 and with a corresponding decrease in face value of approximately $214.2 million primarily related to the

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aforementioned closure of 114 U.S. stores during fiscal 2009 and the economic downturn. The face amount of the average check decreased by 2.5% and the average fee decreased from $12.77 to $12.53.

     The continued high rate of unemployment through all sectors of the U.S. economy negatively impacts consumer lending volumes. As a result of current economic conditions, the Company continues to take a more cautious approach to lending in all of our segments, including the United States. U.S. funded loan originations decreased 17.4% or $57.8 million for the six months ended December 31, 2009 as compared to the six months ended December 31, 2008. Included with the U.S. results, is approximately $3.1 million of revenues related to the Company’s newly acquired operations in Poland.

     Operating margins in the United States (excluding Poland’s results) increased to 17.0% for the six months ended December 31, 2009 compared to 10.8% for the same period in the prior year. The U.S. operating margins are significantly lower than the other segments. The primary drivers for this disparity are greater competition in the United States, which effects revenue per store, higher U.S. salary costs, somewhat higher occupancy costs and marginally higher loan loss provisions. The closure of 114 underperforming stores during fiscal 2009 is consistent with the Company’s U.S. strategy of closing unprofitable locations and focusing on states with more favorable and stable regulatory environments. This action has shown positive results, resulting in improved year-over-year operating margins.

     The U.S. pre-tax loss (excluding Poland) was $12.9 million for the six months ended December 31, 2009 compared to a pre-tax loss of $18.2 million for the same period in the prior year. The decrease in the pre-tax loss of $5.3 million is the net result of the operating margin increase, decreased net corporate and intercompany expenses of $1.2 million, reduced expenses of approximately $2.1 million related to fiscal 2009 store closure expenses and reduced interest expense of $1.8 million. These positive impacts were offset by approximately $1.0 million of one-time expenses associated with the Company’s recent refinancing activities.

Dealers’ Financial Services

     We acquired DFS on December 23, 2009 and accordingly only the final eight days of activity has been included with the results reported for the three months ended December 31, 2009. DFS provides services to enlisted military personnel seeking to purchase new and used vehicles. DFS’s revenue comes from fees which are paid by a third-party national bank and fees from the sale of ancillary products such as vehicle service contracts and guaranteed asset protection (GAP insurance). DFS operates through an established network of arrangements with more than 580 new and used car dealerships, according to underwriting protocols specified by the third-party national bank. DFS operating expenses are primarily compensation/benefits, amortization of their identifiable intangible assets, professional service fees and field management expenses. Since the DFS business model is based on receiving fees for services, it is unlike our store-based businesses and will be reported as a stand-alone segment.

Canada

     Total Canadian revenues were $133.3 million for the six months ended December 31, 2009, an increase of 3.8%, or $4.8 million as compared to the six months ended December 31, 2008. The impact of foreign currency rates accounted for $5.4 million of this increase. On a constant dollar basis, revenues decreased by $0.6 million reflecting the economic downturn. On a constant dollar basis, check cashing revenues were down $3.8 million in Canada with the effects of higher unemployment resulting in decreases in the number of checks and the total value of checks cashed — down by 14.9% and 15.5%, respectively. The average face amount per check decreased from $518.04 for the six months ended December 31, 2008 to $514.70 for the current six month period, while the average fee per check increased by 5.9% for the six months ended December 31, 2009 as compared to the six months ended December 31, 2008. Consumer lending revenues in Canada increased by 4.6% (on a constant dollar basis) for the six months ended December 31, 2009 as compared to the year earlier period.

     Operating expenses in Canada decreased $1.8 million or 2.6% from $69.1 million for the six months ended December 31, 2008 to $67.3 million for the six months ended December 31, 2009. The impacts of changes in foreign currency rates resulted in an increase of $2.9 million. The remaining decrease of approximately $4.7 million is primarily related to decreases in salary and benefits, provision for loan losses, returned check expenses offset by increased expenses in advertising in relation to the new favorable regulatory environment in Canada. On a constant currency basis, provision for loan losses, as a percentage of loan revenues, has decreased by 6.7 pts from 18.0% to 11.3%. Overall Canada’s operating margin percentage has increased from 46.2% for the six months ended December 31, 2008 to 49.7% for the six months ended December 31, 2009. The solid improvement in this area is the result of increased consumer lending revenues in addition to efforts to reduce costs and promote efficiencies. To date, provinces which comprise more than 90% of our Canadian company-operated store base have all announced maximum lending rates that are above our existing price structure, but generally below the pricing of many competitors. As a result we have recently resumed our television advertising campaign in certain Canadian provinces and are beginning to witness an increase in the number of new customers conducting transactions in our Canadian stores.

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     The Canadian pre-tax income was $29.6 million for the six months ended December 31, 2009 compared to pre-tax income of $37.6 million for the same period in the prior year, a decrease of $7.7 million. In addition to increased operating margins of $6.6 million, pre-tax income was negatively impacted by corporate expenses of $3.8 million, additional interest expense of $3.8 million, expenses related to the Company’s recent refinancing efforts of $6.7 million and unrealized foreign exchange losses of $0.3 million.

United Kingdom

     Total U.K. revenues were $91.1 million for the six months ended December 31, 2009 compared to $73.5 million for the year earlier period, an increase of $17.6 million or 23.9%. On a constant dollar basis and excluding the impact of acquisitions, U.K. year-over-year revenues have increased by $4.3 million, or 5.9%. Both consumer lending/pawn service fees and other revenues (gold scrap sales, foreign exchange products and debit cards) were up by $2.2 million and $7.2 million, respectively. As in the other two business sectors, U.K. check cashing revenues was impacted by the recession and decreased by approximately $5.0 million, or 20.9% (also on a constant dollar basis and excluding new stores and acquisitions).

     U.K. operating expenses increased by $8.5 million, or 19.5% from $43.9 million for the six months ended December 31, 2008 as compared to $52.4 million for the current six month period. On a constant currency basis and excluding new stores and acquisitions, U.K. operating expenses increased by $3.6 million or 8.3%. The increase is consistent with an operation that is in a growth mode. There was an increase of 4.3 pts relating to the provision for loan losses as a percentage of loan revenues primarily due to the mix of lending products including the Internet-based lending business acquired in April 2009. On a constant currency basis, the rate for the six months ended December 31, 2008 was 11.4% while for the current six month period, the rate increased to 15.7%. On a constant currency basis, U.K. store and regional margin percentage has improved from 40.3% for the six months ended December 31, 2008 to 42.4% for the current three month period ended December 31, 2009 due to the strong revenue growth offset in part with a marginal increase in costs.

     The U.K. pre-tax income was $9.3 million for the six months ended December 31, 2009 compared to $17.1 million for the same period in the prior year, a decrease of $7.8 million. In addition to increased operating margins of $9.0 million and a reduction in interest expense of $0.5 million, pre-tax income was negatively impacted by expenses related to the Company’s recent refinancing efforts of $4.7 million, increased corporate and intercompany expenses of $3.0 million and unrealized foreign exchange losses of $9.7 million.

     Fiscal 2009 Compared to Fiscal 2008

     The following table presents each reportable segment’s revenue and store and regional margin results:

	Year Ended June 30						Percent/
	2008			2009			Margin
	($ in thousands)						Change
Revenue:
United States	$	153,731		$	154,858			0.7	%
Store and regional margin		10.1	%		13.7	%		3.6	pts.
Canada		279,491			236,267			(15.5	)%
Store and regional margin		45.9	%		44.1	%		(1.8	)pts.
United Kingdom		138,962			136,728			(1.6	)%
Store and regional margin		39.9	%		41.2	%		1.3	pts.
Total Revenue	$	572,184		$	527,853			(7.7	)%
Store and regional margin	$	199,230		$	181,804			(8.7	)%
Store and regional margin percent		34.8	%		34.4	%		(0.4	)pts.

     The following table represents each reportable segment’s revenue as a percentage of total segment revenue and each reportable segment’s pre-tax income as a percentage of total segment pre-tax income:

	Revenue						Pre-Tax Income
	Year Ended June 30						Year Ended June 30
	2008			2009			2008			2009
United States		26.9	%		29.3	%		(15.1	)%		(55.3)	%(1)
Canada		48.8	%		44.8	%		86.6	%		104.3	%(2)

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	Revenue						Pre-Tax Income
	Year Ended June 30						Year Ended June 30
	2008			2009			2008			2009
United Kingdom		24.3	%		25.9	%		28.5	%		51.0	%(3)

(1)	Excludes $0.4 million related to litigation settlements.
(2)	Excludes $57.4 million related to litigation settlements.
(3)	Excludes $5.5 million unrealized foreign exchange gain on term loan.

United States

     Total U.S. revenues were $154.9 million for the year ended June 30, 2009 compared to $153.7 million for the year ended June 30, 2008, an increase of 0.7%. Excluding the impacts of acquisitions and new store activity, U.S. revenues decreased by $20.0 million. This decline is primarily related to decreases of $8.1 million and $9.9 million in check cashing and consumer lending revenue, respectively. Excluding acquisition-related impacts, the face value of checks cashed and the number of checks cashed is down 17.3% and 21.9%, respectively. In addition to a general decrease in our U.S. check cashing business, the closure of 54 stores in the first quarter of the current fiscal year also negatively impacted U.S. check cashing revenues on a year over year basis. However, as a result of the closure of these unprofitable stores, we increased our overall U.S. margins. Check cashing revenues as reported are also lower as a result of lower average fees per check associated with the CCS operations acquired during December of 2007.

     Increasing unemployment through all sectors of the U.S. economy in the current period negatively impacted consumer lending volumes. As a result of current economic conditions, we are seeking to take a more cautious approach to lending in all of our segments, including the United States. Lastly, the closure of underperforming stores during the first quarter of the current fiscal year has also contributed to lower year-over-year lending volumes. Excluding the impacts of acquisitions, U.S. funded loan originations decreased 14.8% or $51.5 million in the current year’s period as compared to the year earlier period.

     Store and regional expenses in the United States decreased by $4.5 million, or 3.2%, from fiscal year 2008 as compared to the cumulative current period. Excluding the impacts of acquisitions, U.S. store and regional expenses decreased by approximately $20.6 million. The decrease is due primarily to the closure of 54 underperforming stores and the Company’s efforts in the area of expense control. We continue to closely monitor and control expenses. Further, the U.S. provision for loan losses as a percentage of loan revenues decreased by 5.0 pts from 31.2% for the year ended June 30, 2008 as compared to 26.2% for the current fiscal year due to improved collections and a tightening of our lending criteria.

     Store and regional margins in the United States increased to 13.7% for the year ended June 30, 2009 compared to 10.1% for the prior fiscal year. The U.S. store and regional margins are significantly lower than the other segments. The primary drivers for this disparity are higher U.S. salary costs, somewhat higher occupancy costs and higher loan loss provisions. Management is addressing the lower U.S. margins, which is evident with the closure of 54 underperforming stores earlier in the fiscal year as well as the closure of approximately 60 U.S. stores in the fourth quarter of the current fiscal year. It is anticipated that the closure of these mostly underperforming stores will be accretive to earnings.

     The U.S. pre-tax loss was $34.0 million for the year ended June 30, 2009 compared to a pre-tax loss of $12.0 million for the same period in the prior year. The $22.0 million decline for the current year period can be attributed to $6.3 million in additional costs related to the closure of approximately 114 underperforming stores during the current fiscal year. In addition, U.S. net interest expense increased by $5.4 million for the year ended June 30, 2009 compared to the same period in the prior year. This increase is attributable to lower interest income of $2.1 million as a result of cash used for the fiscal 2008 acquisitions, $1.7 million related to intercompany debt interest, $0.9 million in increased interest related to the revolving credit facility and $0.8 million in non-cash interest related to the Convertible Notes. The balance of the decline can be attributed to a prior year transfer pricing adjustment, offset in part by higher store and regional margins in fiscal 2009 as a result of the fiscal 2008 acquisitions.

Canada

     Total Canadian revenues were $236.3 million for the year ended June 30, 2009, a decrease of 15.5% or $43.2 million as compared to the year earlier period. The impact of foreign currency rates accounted for $34.4 million of this decrease offset by $5.5 million of acquisitions and new stores. In constant dollars and excluding the impacts of acquisitions and new stores, the net decrease of Canadian revenues from fiscal year 2008 compared to the current fiscal year is $14.3 million. Constant dollar decreases of $5.6 million in check cashing revenues and $11.3 million in consumer lending revenues were offset by increases of $0.8 million in money transfer fees and

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$1.8 million in other revenues. On a constant dollar basis, check cashing revenues in Canada were impacted by decreases in the number of checks and the face value of checks — down by 11.6% and 8.1%, respectively. The average face amount per check increased by 3.9%, while the average fee per check increased by 7.2% for the year ended June 30, 2009 as compared to the year ended June 30, 2008.

     The decrease in Canadian consumer lending revenue is consistent with some of the same factors that were mentioned in relation to the U.S. business, regarding the effects of the global recession on the Canadian economy and employment. In addition, our Canadian subsidiary has diminished the scale and tone of its Canadian marketing and advertising campaigns, as many of the Canadian provinces are actively engaged in formulating and/or instituting their respective consumer lending regulations and rate structures. Accordingly, as expected, new customer growth in Canada has softened. On a constant currency basis, company funded loan originations in Canada decreased $64.5 million or 6.8% in the current fiscal year as compared to the fiscal year 2008.

     Store and regional expenses in Canada decreased $19.3 million or 12.8% from $151.3 million for the year ended June 30, 2008 to $132.0 million in the current fiscal year. The entire decrease is related to the impacts of changes in foreign currency rates. On a constant currency basis, provision for loan losses, as a percentage of loan revenues, has increased by 0.8 pts from 18.4% to 19.2%. Overall Canada’s store and regional margin percentage has decreased from 45.9% to 44.0%. The decrease in store margin percentage is primarily due to lower revenues offset in part by lower expenses through continued focus on our cost controls.

     The Canadian pre-tax income was $0.8 million for the year ended June 30, 2009 compared to pre-tax income of $68.7 million for the same period in the prior year or a $67.9 million decline year-over-year. On a constant currency basis, pre-tax income decreased $66.3 million. The primary reason for the large decrease in pre-tax income was the $57.4 million of expense related to the pending Ontario class action settlement and for the potential settlement of certain of the similar class action proceedings pending in the other Canadian provinces. Other factors impacting the Canadian pre-tax income were lower store and regional operating margins and expenses related to the closure of approximately 20 under-performing locations. These additional expenses were offset by lower corporate-related expenses, lower net interest expense and the benefit from an exercise of its in-the-money puts which are designated as cash flow hedges as well as gains from the revaluation of foreign currencies related to its foreign exchange product. The balance of the increase relates to a transfer pricing adjustment in the prior year.

United Kingdom

     Total U.K. revenues were $136.7 million for the year ended June 30, 2009 compared to $139.0 million for the year earlier period, a decrease of $2.2 million. The current year results were impacted by foreign currency decreases of $32.8 million offset by acquisitions and new stores of $9.7 million. In constant dollars and excluding the impact of acquisitions and new stores, U.K.’s revenues increased by $20.9 million or 15.0%. U.K.’s revenues exhibited growth in consumer lending and other revenues (pawn broking, gold scrap sales and foreign exchange products). As in the other two business sectors, U.K. check cashing revenues — on a constant currency basis and excluding acquisitions and new stores — decreased by approximately $9.8 million, or 17.0%. The U.K. recession and rising unemployment and the shrinking construction industry in the London area, principally due to the slowing housing market, were the primary drivers of the decreased check cashing fees in the United Kingdom.

     The U.K. business showed strong growth in both consumer lending and other revenues. On a constant dollar basis and excluding the impacts of acquisitions and new stores, consumer lending revenues increased by $21.8 million or 33.3% and other revenues increased by $8.0 million or 74.9%. The increase in other revenues is principally due to the success of the foreign exchange product, the debit card business, gold sales and other ancillary products. On a constant currency basis, U.K. loan originations for the current quarter increased by $122.5 million or 33.9%. Consumer lending in the U.K. continues to benefit from a growing market of its loan products, in addition to strong growth in the pawn business, which primarily consists of loans on collateralized gold jewelry.

     Store and regional expenses in the U.K. decreased by $3.1 million, or 3.7% from $83.5 million for the year ended June 30, 2008 as compared to $80.3 million for the current fiscal year. Excluding the impacts of changes in foreign currency rates, U.K. store and regional expenses increased by $16.0 million. The primary factors in the increased expenses were in the areas of salary/benefits, occupancy and depreciation — all areas that are consistent with an operation that is in a growth mode and has added approximately 25 new stores through either acquisition or de novo store builds. There was an increase of 1.0 pt relating to the provision for loan losses as a percentage of loan revenues. On a constant currency basis, the rate for the year ended June 30, 2008 was 9.9% while for the current fiscal year, the rate has increased to 10.9%. On a constant currency basis, U.K. store and regional margin percentage has improved from 39.9% for the year earlier period to 41.3% for the current year ended June 30, 2009 due to the strong revenue growth offset in part with a marginal increase in costs.

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     The U.K. pre-tax income was $36.4 million for the year ended June 30, 2009 compared to $22.7 million for the same period in the prior year or an increase of $13.7 million. On a constant currency basis the increase year-over-year was $22.8 million. In addition to the aforementioned increase in store and regional margins, the U.K. benefited from the exercise of its in-the-money put options which are designated as cash flow hedges. Furthermore, the unrealized gain of its term loans which are not denominated in GBP and the revaluation of foreign currencies held in U.K. stores for its foreign currency exchange product contributed to the balance of the increase.

Changes in Financial Condition

     On a constant currency basis, cash and cash equivalent balances and the revolving credit facilities balances fluctuate significantly as a result of seasonal, intra-month and day-to-day requirements for funding check cashing and other operating activities. For the six months ended December 31, 2009, cash and cash equivalents increased $135.8 million, which is net of a $17.0 million increase as a result of the effect of exchange rate changes on foreign cash and cash equivalents. However, as these foreign cash accounts are maintained in Canada and the U.K. in local currency, there is no actual diminution in value from changes in currency rates, and as a result, the cash balances are still fully available to fund the daily operations of the U.K. and Canadian business units. Net cash provided by operating activities was $34.6 million for the six months ended December 31, 2009 compared to $16.7 million for the six months ended December 31, 2008. The increase in net cash provided by operations was primarily the result of strong operating results, the impact of foreign exchange rates on translated net income and timing differences in payments to third party vendors.

Liquidity and Capital Resources

     Our principal sources of cash have been from operations, borrowings under our credit facilities and the issuance of our common stock, senior convertible notes and issuance of debt securities, including the issuance by National Money Mart Company of $600.0 aggregate principal amount of its 10.375% senior notes due 2016 in December 2009. We anticipate that our primary uses of cash will be to provide working capital, finance capital expenditures, meet debt service requirements, fund company originated consumer loans, finance store expansion, finance acquisitions and finance the expansion of our products and services.

     Net cash provided by operating activities was $34.6 million for the six months ended December 31, 2009 compared to $16.7 million for the six months ended December 31, 2008. The increase in net cash provided by operations was primarily the result of operating results, the impact of foreign exchange rates on translated net income and timing differences in payments to third party vendors.

     Net cash used in investing activities was $135.2 million for the six months ended December 31, 2009 compared to $9.8 million for the six months ended December 31, 2008. Our investing activities primarily related to acquisitions, purchases of property and equipment for our stores and investments in technology. For the six months ended December 31, 2009, we made capital expenditures of $11.7 million and acquisitions of $123.5 million. The actual amount of capital expenditures each year will depend in part upon the number of new stores opened or acquired and the number of stores remodeled. Our capital expenditures, excluding acquisitions, are currently anticipated to aggregate approximately $26.2 million during our fiscal year ending June 30, 2010.

     Net cash provided by financing activities was $219.4 million for the six months ended December 31, 2009 compared to net cash provided by financing activities of $29.9 million for the six months ended December 31, 2008. The cash provided by financing activities during the six months ended December 31, 2009 was primarily a result of $596.4 million in proceeds from National Money Mart Company’s offering of $600.0 million aggregate principal amount of its 10.375% senior notes due 2016 in December 2009, in part offset by a partial repayment of $350.0 million of our term debt and payment of debt issuance cost of $19.1 million. The cash provided by financing activities during the six months ended December 31, 2008 was primarily a result of a net drawdown on our revolving credit facilities and the proceeds from the exercise of stock options offset in part by the repurchase of our common stock.

     Credit Facilities. On December 23, 2009, we amended and restated our senior credit facility and repaid substantially all of our term loans thereunder. After giving effect to such amendments and prepayments, the senior secured credit facility is comprised of the following: (i) a senior secured revolving credit facility in an aggregate amount of $75.0 million, which we refer to as the U.S. Revolving Facility, with DFG as the borrower; (ii) a senior secured term loan with an aggregate balance of $14.4 million at December 31, 2009, which we refer to as the Canadian Term Facility, with National Money Mart Company, a wholly owned Canadian indirect subsidiary of DFC, as the borrower; (iii) senior secured term loans with Dollar Financial U.K. Limited, a wholly-owned U.K. indirect subsidiary of DFC, as the borrower, with an aggregate balance at December 31, 2009 of $2.0 million and Euro 1.6 million, respectively, which we refer to as the UK Term Facility, and (iv) a senior secured revolving credit facility in an aggregate amount of C$28.5 million, which we refer to as the Canadian Revolving Facility, with National Money Mart Company as the borrower.

     The amendments to the senior credit facility included provisions extending the maturity of most of each of the facilities thereunder to December 31, 2014.

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     The senior secured credit facility contains certain financial and other restrictive covenants, which among other things, require us to achieve certain financial ratios, limit capital expenditures, restrict the magnitude of payment of dividends and obtain certain approvals if we want to increase borrowings. As of December 31, 2009, we are in compliance with all covenants.

     Revolving Credit Facilities. We have three revolving credit facilities: the U.S. Revolving Facility, the Canadian Revolving Facility and the United Kingdom Overdraft Facility.

     United States Revolving Credit Facility. DFG is the borrower under the U.S. Revolving Facility. A portion of the U.S. Revolving Facility ($7.5 million) terminates on October 30, 2011, and the remainder ($67.5 million) will terminate on December 31, 2014. The portion of the U.S. Revolving Facility that expires on October 30, 2011 bears an interest rate of LIBOR (but not less than 2%) plus 375 basis points, subject to reductions as we reduce our leverage. The portion that expires on December 31, 2014 bears an interest rate of LIBOR (but not less than 2%) plus 500 basis points, subject to reductions as we reduce our leverage. The facility may be subject to mandatory reduction and the revolving loans subject to mandatory prepayment (after prepayment of the term loans under the senior secured credit facility), principally in an amount equal to 50% of excess cash flow (as defined in the senior secured credit facility). DFG’s borrowing capacity under the U.S. Revolving Facility is limited to the lesser of the total commitment of $75.0 million or 85% of certain domestic liquid assets plus $30.0 million. Under this revolving facility, up to $30.0 million may be used in connection with letters of credit. At December 31, 2009, the borrowing capacity was $75.0 million. At December 31, 2009, there was no outstanding indebtedness under the U.S. Revolving Facility and $13.6 million was outstanding in letters of credit issued by Wells Fargo Bank, N.A. which guarantee the performance of certain of our contractual obligations.

     Canadian Revolving Credit Facility. National Money Mart Company, DFG’s wholly owned indirect Canadian subsidiary, is the borrower under the Canadian Revolving Facility. A portion of the Canadian Revolving Facility (C$2.7 million) terminates on October 30, 2011, and the remainder (C$25.8 million) will terminate on December 31, 2014. The portion that expires on October 30, 2011 bears an interest rate of CDOR (but not less than 2%) plus 375 basis points, subject to reductions as we reduce our leverage. The portion that expires on December 31, 2014 bears an interest rate of CDOR (but not less than 2%) plus 500 basis points, subject to reductions as we reduce our leverage. The facility may be subject to mandatory reduction and the revolving loans subject to mandatory prepayment (after prepayment of the term loans under the senior secured credit facility), principally in an amount equal to 50% of excess cash flow (as defined in the senior secured credit facility). National Money Mart Company’s borrowing capacity under the Canadian Revolving Facility is limited to the lesser of the total commitment of C$28.5 million or 85% of certain combined liquid assets of National Money Mart Company and Dollar Financial U.K. Limited and their respective subsidiaries. At December 31, 2009, the borrowing capacity was C$28.5 million. There was no outstanding indebtedness under the Canadian facility at December 31, 2009.

     United Kingdom Overdraft Facility. In the third quarter of fiscal 2008, our U.K subsidiary entered into an overdraft facility which provides for a commitment of up to GBP 5.0 million. There was no outstanding indebtedness under the United Kingdom facility at December 31, 2009. We have the right of offset under the overdraft facility, by which we net our cash bank accounts with our lender and the balance on the overdraft facility. Amounts outstanding under the United Kingdom overdraft facility bear interest at a rate of the Bank Base Rate (0.5% at December 31, 2009) plus 2.0%. Interest accrues on the net amount of the overdraft facility and the cash balance.

     Debt Due Within One Year. As of December 31, 2009, debt due within one year consisted of $0.2 million mandatory repayment of 1.0% per annum of the principal balance of the Canadian Term Facility and the U.K. Term Facility.

     Long-Term Debt. As of December 31, 2009, long term debt consisted of $596.4 million of 10.375% senior notes due December 15, 2016, $66.6 million of 2.875% senior convertible notes due 2027, $77.8 million of 3.00% senior convertible notes due 2028 and $18.7 million in term loans, of which $1.6 million matures on October 30, 2012 and $17.1 million matures on December 31, 2014.

     On December 21, 2009, we commenced the closing of an exchange offer with certain holders of our 2.875% senior convertible notes due 2027 pursuant to the terms of privately negotiated exchange agreements with such holders. Pursuant to the terms of the exchange agreements, the holders exchanged an aggregate of $120.0 million principal amount of the 2027 notes held by such holders for an equal aggregate principal amount of 3.00% senior convertible notes due 2028. The 2028 notes were issued under an indenture between us and U.S. Bank National Association, as trustee. Holders have the right to convert the 2028 notes into cash and, if applicable, shares of our common stock prior to the close of business on the trading day immediately preceding the maturity date upon the satisfaction of certain conditions. The initial conversion rate of the 2028 notes is 34.5352 per $1,000 principal amount of 2028 notes (equivalent to an initial conversion price of approximately $28.956 per share). The 2028 notes accrue interest at a rate of 3.00% per annum. Interest on the 2028 notes is payable in cash semi-annually in arrears on April 1 and October 1 of each year beginning on April 1, 2010. The maturity date of the New 2028 notes is April 1, 2028. On or after April 5, 2015, we have the right to redeem for cash all or part of the 2028 notes for a payment in cash equal to 100% of the principal amount of the 2028 notes to be redeemed, plus accrued and unpaid interest. Holders of the 2028 notes have the right to require us to purchase all or a portion of the 2028 notes on each of April 1, 2015, April 1, 2018 and April 1, 2023 for a purchase price payable in cash equal to 100% of the principal amount of

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the 2028 notes to be purchased plus any accrued and unpaid interest. If we are subject of a change of control or similar transaction before the maturity of the 2028 notes, the holders will have the right, subject to certain conditions, to require us to repurchase for cash all or a portion of their 2028 notes at a repurchase price equal to 100% of the principal amount of the 2028 notes being repurchased, plus accrued and unpaid interest. The 2028 notes are senior, unsecured obligations and rank equal in right of payment to all of our other unsecured and unsubordinated indebtedness and are effectively subordinated to all of our existing and future secured debt and to the indebtedness and other liabilities of its subsidiaries.

     On December 23, 2009, National Money Mart Company issued pursuant to Rule 144A under the Securities Act of 1933, as amended, $600.0 million aggregate principal amount of its 10.375% senior notes due 2016. The notes were issued pursuant to an indenture, dated as of December 23, 2009, among National Money Mart Company, as issuer, and us and certain of our direct and indirect wholly owned U.S. and Canadian subsidiaries, as guarantors, and U.S. Bank National Association, as trustee. The notes bear interest at the rate of 10.375% per year. National Money Mart Company will pay interest on the 2016 notes on June 15 and December 15 of each year, commencing on June 15, 2010. The notes will mature on December 15, 2016. Upon the occurrence of certain change of control transactions, National Money Mart Company will be required to make an offer to repurchase the 2016 notes at 101% of the principal amount thereof, plus any accrued and unpaid interest to the repurchase date, unless certain conditions are met. After December 15, 2013, National Money Mart Company has the right to redeem the notes, in whole at any time or in part from time to time, (i) at a redemption price of 105.188% of the principal amount thereof if the redemption occurs prior to December 15, 2014, (ii) at a redemption price of 102.594% of the principal amount thereof if the redemption occurs before December 15, 2015, and (iii) at a redemption price of 100% of the principal amount thereof if the redemption occurs after December 15, 2015. In connection with the offering, National Money Mart Company agreed to file with the Securities and Exchange Commission a registration statement under the Securities Act with respect to an offer to exchange the notes for new 10.375% senior notes due 2016 of National Money Mart Company, with terms substantially similar to the notes, no later than 90 days after the original issuance of the notes.

     Operating Leases. Operating leases are scheduled payments on existing store and other administrative leases. These leases typically have initial terms of five years and may contain provisions for renewal options, additional rental charges based on revenue and payment of real estate taxes and common area charges.

     We entered into the commitments described above and other contractual obligations in the ordinary course of business as a source of funds for asset growth and asset/liability management and to meet required capital needs. Our principal future obligations and commitments as of December 31, 2009, excluding periodic interest payments, include the following (in thousands):

			Less than		1-3		4-5		After 5
	Total		1 Year		Years		Years		Years
Long-term debt:
10.375% senior notes due 2016	$	600,000	$	—	$	—	$	—	$	600,000
2.875% senior convertible notes due 2027		80,000		—		—		—		80,000
3.0% senior convertible notes due 2028		120,000		—		—		—		120,000
Term loans due 2012		1,608		17		1,591		—		—
Term loans due 2014		17,050		176		353		16,521		—
Operating lease obligations		143,819		35,338		51,418		30,110		26,953
Total contractual cash obligations	$	962,477	$	35,531	$	53,362	$	46,631	$	826,953

     We believe that, based on current levels of operations and our improved operating results, cash flows from operations and borrowings available under our credit facilities will allow us to fund our liquidity and capital expenditure requirements for the foreseeable future, build de novo stores and effectuate various acquisitions and make payment of interest and principal on our

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indebtedness. This belief is based upon our historical growth rate and the anticipated benefits we expect from operating efficiencies. We also expect operating expenses to increase, although the rate of increase is expected to be less than the rate of revenue growth for existing stores. Furthermore, we do not believe that additional acquisitions or expansion are necessary to cover our fixed expenses, including debt service.

Balance Sheet Variations

December 31, 2009 compared to June 30, 2009.

     The Company’s cash balances increased from $209.6 million at June 30, 2009 compared to $345.4 million at December 31, 2009 primarily as the result of approximately $105 million of excess cash generated from the Company’s refinancing activities (net of cash utilized in the DFS acquisition) during December 2009.

     Loans receivable, net increased by $11.9 million to $126.6 million at December 31, 2009 from $114.7 million at June 30, 2009. Loans receivable, gross increased by $15.5 million and the related allowance for loan losses increased by $3.6 million. The U.K. and Poland business units showed increases in their loan receivable balances of $4.9 million and $1.8 million, respectively. The U.S. and Canadian businesses, had decreases of $0.8 million and $1.0 million, respectively. In constant dollars, the allowance for loan losses increased by $3.0 million and increased to 10.9% of the outstanding principal balance at December 31, 2009 as compared to 9.6% at June 30, 2009, primarily due to the mix of lending products. The following factors impacted this area:

• Continued improvements in U.S. collections and our actions, taken in an effort to decrease our risk exposure by reducing the amount that we are willing to loan to certain customer segments. The historical loss rates (expressed as a percentage of loan amounts originated for the last twelve months applied against the principal balance of outstanding loans) have continued to decline. The ratio of the allowance for loan losses related to U.S. short-term consumer loans decreased by 20.4% from 4.6% at June 30, 2009 compared to 3.7% at December 31, 2009.

• In constant dollars, the Canadian ratio of allowance for loan losses has increased from 3.3% at June 30, 2009 to 4.6% at December 31, 2009. The primary factor driving this increase relates to an increase to reserves associated with an installment loan product that is being discontinued. The general loans receivable classification continues to show improvement with the loan loss reserve as a percentage of outstanding principle dropping from 2.9% at June 30, 2009 to 2.4% at December 31, 2009.

• In constant dollars, the U.K.’s allowance for loan losses increased from 8.5% of outstanding principal at June 30, 2009 to 9.9% at December 31, 2009. This percentage increase relates to the mix of loan products and the associated loss rates.

     Loans in default, net increased by $0.8 million from $6.4 million at June 30, 2009 to $7.3 million at December 31, 2009. On a constant dollar basis, there was only a small increase in the loans in default, net of $0.2 million.

     Other receivables increased by $15.0 million from $7.3 million at June 30, 2009 to $22.3 million at December 31, 2009. The Company’s acquisitions accounted for $6.6 million of the increase and $7.6 million of the increase related to the timing of settlements with certain Canadian vendors associated with our money order business. The remaining increase was primarily related to foreign currency translation impacts.

     Goodwill and other intangibles increased $137.6 million, from $454.3 million at June 30, 2009 to $591.9 million at December 31, 2009 due to $119.9 million of additional goodwill and intangibles associated with acquisitions during the current fiscal year and foreign currency translation impacts of $17.7 million.

     Debt issuance costs, net of accumulated amortization increased from $9.9 million at June 30, 2009 to $20.6 million at December 31, 2009 in connection with the Company’s refinancing activities in December 2009.

     Accrued expenses and other liabilities increased $21.7 million from $70.6 million at June 30, 2009 to $92.3 million at December 31, 2009 due to the reclassification of $8.6 million from long-term to current related to a payment in connection with the Ontario class action settlement that is anticipated to be made in July 2010, increases in accrued payroll of $5.2 million and increases in accrued interest expense of $1.6 million on the Company’s newly issued 10.375% senior notes due 2016. Foreign currency translation adjustments also accounted for $5.9 million of the increase.

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     The fair value of derivatives increased from a liability position of $10.2 million at June 30, 2009 to a liability of $47.2 million as of December 31, 2009 a change of $37.0 million. The change in the fair value of these cash flow hedges are a result of the change in the foreign currency exchange rates and interest rates related to the tranche of 2006 Canadian term loans.

     Long-term debt increased by $228.8 million from $530.4 million at June 30, 2009 to $759.2 million at December 31, 2009 as the result of the Company’s refinancing activities in December 2009.

Seasonality and Quarterly Fluctuations

     Our business is seasonal due to the impact of several tax-related services, including cashing tax refund checks, making electronic tax filings and processing applications of refund anticipation loans. Historically, we have generally experienced our highest revenues and earnings during our third fiscal quarter ending March 31, when revenues from these tax-related services peak. Due to the seasonality of our business, results of operations for any fiscal quarter are not necessarily indicative of the results of operations that may be achieved for the full fiscal year. In addition, quarterly results of operations depend significantly upon the timing and amount of revenues and expenses associated with the addition of new stores.

Impact of Recent Accounting Pronouncements

     In December 2007, the Financial Accounting Standards Board (FASB) issued Accounting Standard Codification (ASC) 805-10 (formerly SFAS 141R, Business Combinations). This Statement applies to all transactions or other events in which an entity obtains control of one or more businesses, including those combinations achieved without the transfer of consideration. This Statement retains the fundamental requirements that the acquisition method of accounting be used for all business combinations. This Statement expands the scope to include all business combinations and requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at their fair values as of the acquisition date. Additionally, the Statement changes the way entities account for business combinations achieved in stages by requiring the identifiable assets and liabilities to be measured at their full fair values. We adopted the provisions of this Statement on July 1, 2009.

     In December 2007, the FASB issued ASC 810-10 (formerly SFAS 160, Non-controlling Interests in Consolidated Financial Statements). This Statement establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Additionally, this Statement requires that consolidated net income include the amounts attributable to both the parent and the non-controlling interest. We adopted the provisions of this Statement on July 1, 2009.

     In March 2008, the FASB issued ASC 815-10 (formerly SFAS 161, Disclosures about Derivative Instruments and Hedging Activities). The Statement applies to all derivative instruments and related hedged items accounted for under hedge accounting. The Statement requires (1) qualitative disclosures about objectives for using derivatives by primary underlying risk exposure and by purpose or strategy, (2) information about the volume of derivative activity in a flexible format that the preparer believes is the most relevant and practicable, (3) tabular disclosures about balance sheet location and gross fair value amounts of derivative instruments, income statement and other comprehensive income location and amounts of gains and losses on derivative instruments by type of contract and (4) disclosures about credit-risk-related contingent features in derivative agreements. We adopted the provisions of the Statement on January 1, 2009.

     In May 2008, the FASB issued ASC 470-20 (formerly FSP APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled Upon Conversion (Including Partial Cash Settlement)). The Statement requires the initial proceeds from convertible debt that may be settled in cash to be bifurcated between a liability component and an equity component. The objective of the guidance is to require the liability and equity components of convertible debt to be separately accounted for in a manner such that the interest expense recorded on the convertible debt would not equal the contractual rate of interest on the convertible debt but instead would be recorded at a rate that would reflect the issuer’s conventional debt borrowing rate. This is accomplished through the creation of a discount on the debt that would be accreted using the effective interest method as additional non-cash interest expense over the period the debt is expected to remain outstanding. We adopted the Statement on July 1, 2009 and applied it retroactively to all periods presented. The adoption impacted the accounting of our 2.875% senior convertible notes due 2027 resulting in additional interest expense of approximately $7.8 million and $8.6 million in fiscal years 2008 and 2009, respectively and additional interest expense of $2.1 million for the three months ended September 30, 2008. Also, the adoption of the Statement reduced our debt balance by recording a debt discount of approximately $55.8 million, with an offsetting increase to additional paid in capital. Such amount will be amortized over the remaining expected life of the debt.

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     In April 2009, the FASB issued ASC 825-10 (formerly FSP SFAS 107-b Disclosures about Fair Value of Financial Instruments). The Statement requires disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. We adopted the provisions of the Statement for the first quarter fiscal 2010.

     In May 2009, the FASB issued ASC 855-10 (formerly SFAS 165 Subsequent Events). The Statement requires companies to evaluate events and transactions that occur after the balance sheet date but before the date the financial statements are issued, or available to be issued in the case of non-public entities. The Statement requires entities to recognize in the financial statements the effect of all events or transactions that provide additional evidence of conditions that existed at the balance sheet date, including the estimates inherent in the financial preparation process. Entities shall not recognize the impact of events or transactions that provide evidence about conditions that did not exist at the balance sheet date but arose after that date. The Statement also requires entities to disclose the date through which subsequent events have been evaluated. We adopted the provisions of the Statement, as required, the adoption did not have a material impact on our financial statements. We have evaluated subsequent events from the balance sheet date through November 6, 2009, see subsequent event note.

     In June, 2009, the FASB issued ASC 105-10 (formerly SFAS 168 Accounting Standards Codification^tm and the Hierarchy of Generally Accepted Accounting Principles ). The Statement establishes the FASB Accounting Standards Codification^tm as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. The Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009, for most entities. On the effective date, all non-SEC accounting and reporting standards will be superseded. We adopted this Statement for the quarterly period ended September 30, 2009, as required, and adoption has not had a material impact on our consolidated financial statements.

     On January 21, 2010, the FASB issued ASU 2010-06, Improving Disclosures about Fair Value Measurements. The standard amends ASC Topic 820, Fair Value Measurements and Disclosures to require additional disclosures related to transfers between levels in the hierarchy of fair value measurement. The standard does not change how fair values are measured. The standard is effective for interim and annual reporting periods beginning after December 15, 2009. We will adopt this Statement for the quarterly period ended March 31, 2009, as required, and adoption is not expected to have a material impact on our consolidated financial statements.

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DOLLAR FINANCIAL CORP.

SUPPLEMENTAL STATISTICAL DATA

	December 31,
	2008		2009
Company Operating Data:
Stores in operation:
Company-owned		1,078		1,043
Franchised stores and check cashing merchants		292		129
Total		1,370		1,172

	Three Months Ended					Six Months Ended
	December 31,					December 31,
	2008		2009			2008		2009
Check Cashing Data:
Face amount of checks cashed (in millions)	$	1,138	$	1,004	(1)	$	2,455	$	1,987	(1)
Face amount of average check	$	464	$	491	(2)	$	493	$	488	(2)
Average fee per check	$	16.99	$	18.87	(3)	$	18.11	$	18.73	(3)
Number of checks cashed (in thousands)		2,450		2,043			4,979		4,075

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2008			2009			2008			2009
Check Cashing Collections Data (in thousands):
Face amount of returned checks	$	14,239		$	8,532		$	33,400		$	17,965
Collections		(10,449	)		(6,526	)		(24,387	)		(13,880	)
Net write-offs	$	3,790		$	2,006		$	9,013		$	4,085

Collections as a percentage of returned checks	73.4	%	76.5	%	73.0	%	77.3	%
Net write-offs as a percentage of check cashing revenues	9.1	%	5.2	%	10.0	%	5.4	%
Net write-offs as a percentage of the face amount of checks cashed	0.33	%	0.20	%	0.37	%	0.21	%

(1)	Net of a $68 and $18 increase as a result of the impact of exchange rates for the three and six months ended December 31, 2009, respectively.
(2)	Net of a $33 and $5 increase as a result of the impact of exchange rates for the three and six months ended December 31, 2009, respectively.
(3)	Net of a $1.30 and $0.05 increase as a result of the impact of exchange rates for the three and six months ended December 31 2009, respectively.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Generally

     In the operations of our subsidiaries and the reporting of our consolidated financial results, we are affected by changes in interest rates and currency exchange rates. The principal risks of loss arising from adverse changes in market rates and prices to which we and our subsidiaries are exposed relate to:

• interest rates on revolving credit facilities; and

• foreign exchange rates generating translation gains and losses.

We and our subsidiaries have no market risk sensitive instruments entered into with the intent to hold for trading purposes, as defined by U.S. generally accepted accounting principles or GAAP. As discussed below, as a result of the refinancing we do have cross currency swaps not designated as hedging instruments under GAAP. While the instruments have the same market risk exposure that they had in our historical financial statements, future changes in the market value of these instruments will be recorded in the statement of operations.

Interest Rate Risk

     Our outstanding indebtedness, and related interest rate risk, is managed centrally by our finance department by implementing the financing strategies approved by our Board of Directors. Our senior secured credit facilities carry variable rates of interest. With the repayment of substantially all of our outstanding obligations under the senior secured credit facilities during December 2009 with the proceeds of a fixed rate bond issuance without termination of its Canadian cross currency swaps hedging the debt, the Company is exposed to adverse changes in interest rates that will likely have an impact on our consolidated statement of financial position. See “Cross Currency Interest Rate Swaps” below.

Foreign Currency Exchange Rate Risk

Put Options

     Operations in the United Kingdom and Canada have exposed us to shifts in currency valuations. From time to time, we may elect to purchase put options in order to protect certain earnings in the United Kingdom and Canada against the translational impact of foreign currency fluctuations. Out of the money put options may be purchased because they cost less than completely averting risk, and the maximum downside is limited to the difference between the strike price and exchange rate at the date of purchase and the price of the contracts. At December 31, 2009, we did not hold put options, however in January we purchased put options to protect certain currency exposure in Canada and the United Kingdom through March 2010. We use purchased options designated as cash flow hedges to protect against certain of the foreign currency exchange rate risks inherent in our forecasted earnings denominated in currencies other than the U.S. dollar. These cash flow hedges have a duration of less than 12 months. For derivative instruments that are designated and qualify as cash flow hedges, the effective portions of the gain or loss on the derivative instrument are initially recorded in accumulated other comprehensive income as a separate component of stockholders’ equity and subsequently reclassified into earnings in the period during which the hedged transaction is recognized in earnings. The ineffective portion of the gain or loss is reported in other expense (income), net on the statement of operations. For options designated as hedges, hedge effectiveness is measured by comparing the cumulative change in the hedge contract with the cumulative change in the hedged item, both of which are based on forward rates. As of December 31, 2009, no amounts were excluded from the assessment of hedge effectiveness. There was no ineffectiveness from these cash flow hedges for fiscal 2009.

     Canadian operations (exclusive of the unrealized foreign exchange gain of $4.1 million, loss on extinguishment of debt of $3.6 million, loss on derivatives not designated as hedges of $3.3 million and the loss on store closings of $0.7 million) accounted for approximately 73.5% of consolidated pre-tax earnings for the six months ended December 31, 2009 and 95.4% of consolidated pre-tax earnings (exclusive of loss on store closings of $2.4 million) for the six months ended December 31, 2008. U.K. operations (exclusive of the loss on extinguishment of debt of $4.7 million and unrealized foreign exchange losses of $7.9 million) accounted for approximately 48.6% of consolidated pre-tax earnings for the six months ended December 31, 2009 and 40.7% of consolidated pre-tax earnings for the six months ended December 31, 2008. U.S. operations (exclusive of the loss on extinguishment of debt of $0.5 million, litigation expense of $1.3 million and losses on store closings of $1.0 million) accounted for approximately (22.1)% of consolidated pre-tax earnings for the six months ended December 31, 2009 and (36.1)% of consolidated pre-tax earnings (exclusive of losses on store closings of $3.1 million) for the six months ended December 31, 2008. As currency exchange rates change, translation of the financial results of the Canadian and U.K. operations into U.S. dollars will be impacted. Changes in exchange rates have

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resulted in cumulative translation adjustments increasing our net assets by $28.9 million. These gains and losses are included in other comprehensive income.

     We estimate that a 10.0% change in foreign exchange rates by itself would have impacted reported pre-tax earnings from continuing operations (exclusive in the six months ended December 31, 2009 of losses on extinguishment of debt of $8.4 million, unrealized foreign exchange losses of $3.9 million, losses on derivatives not designated as hedges of $3.3 million and losses on store closings of $0.7 million) by approximately $5.5 million for the six months ended December 31, 2009 and $6.2 million (exclusive of losses on store closings of $2.4 million) for the six months ended December 31, 2008. This impact represents 12.2% of our consolidated foreign pre-tax earnings for the six months ended December 31, 2009 and 14.8% of our consolidated foreign pre-tax earnings for the six months ended December 31, 2008.

Cross-Currency Interest Rate Swaps

     In December 2006, we entered into cross-currency interest rate swaps to hedge against the changes in cash flows of our U.K. and Canadian term loans denominated in a currency other than our foreign subsidiaries’ functional currency.

     In December 2006, our U.K. subsidiary, Dollar Financial U.K. Limited, entered into a cross-currency interest rate swap with a notional amount of GBP 21.3 million that was set to mature in October 2012. Under the terms of this swap, Dollar Financial U.K. Limited paid GBP at a rate of 8.45% per annum and Dollar Financial U.K. Limited received a rate of the three-month EURIBOR plus 3.00% per annum on EUR 31.5 million. In December 2006, Dollar Financial U.K. Limited also entered into a cross-currency interest rate swap with a notional amount of GBP 20.4 million that was set to mature in October 2012. Under the terms of this cross-currency interest rate swap, we paid GBP at a rate of 8.36% per annum and we received a rate of the three-month LIBOR plus 3.00% per annum on US$40.0 million.

     On May 7, 2009, our U.K. subsidiary, terminated its two cross-currency interest rate swaps hedging variable-rate borrowings. As a result, we prospectively discontinued hedge accounting on these cross-currency swaps. In accordance with the provisions of FASB Codification Topic Derivatives and Hedging, we will continue to report the net gain or loss related to the discontinued cash flow hedge in other comprehensive income and will subsequently reclassify such amounts into earnings over the remaining original term of the derivative when the hedged forecasted transactions are recognized in earnings.

     In December 2006, our Canadian subsidiary, National Money Mart Company, entered into cross-currency interest rate swaps with aggregate notional amounts of C$339.9 million that mature in October 2012. Under the terms of the swaps, National Money Mart Company pays Canadian dollars at a blended rate of 7.12% per annum and National Money Mart Company receives a rate of the three-month LIBOR plus 2.75% per annum on $295.0 million.

     On December 23, 2009, we used a portion of the net proceeds of our $600.0 million note offering to prepay $350.0 million of the $368.6 million outstanding term loans. As a result, we prospectively discontinued hedge accounting on its Canadian cross-currency swaps because they were no longer effective. In accordance with the provisions of FASB Codification Topic Derivatives and Hedging, we will continue to report the net gain or loss related to the discontinued cash flow hedge in other comprehensive income and will subsequently reclassify such amounts into earnings over the remaining original term of the derivative when the hedged forecasted transactions are recognized in earnings.

     On a quarterly basis, the cross-currency interest rate swap agreements call for the exchange of 0.25% of the original notional amounts. Upon maturity, these cross-currency interest rate swap agreements call for the exchange of the remaining notional amounts. Prior to December 23, 2009 these derivative contracts were designated as cash flow hedges for accounting purposes. Because these derivatives were designated as cash flow hedges, we recorded the effective portion of the after-tax gain or loss in other comprehensive income, which is subsequently reclassified to earnings in the same period that the hedged transactions affect earnings. Subsequent to December 23, 2009, the swaps are no longer designated as hedges, therefore we record foreign exchange re-measurement gains and losses related to the term loans and also record the changes in fair value of the cross-currency swaps each period in corporate expenses in our consolidated statements of operations. As of December 31, 2009, amounts related to cross-currency interest rate swaps amounted to a decrease in stockholders’ equity of $34.2 million, net of tax. The aggregate fair market value of the cross-currency interest rate swaps at December 31, 2009 is a liability of $47.2 million and is included in fair value of derivatives on the balance sheet. During the three and six months ended December 31, 2009, we recorded $3.3 million in earnings related to the ineffective portion of these cash flow hedges.

     On January 14, 2010, we entered into an amendment to the ISDA Master Agreement governing the outstanding cross-currency interest rate swap relating to a notional amount of C$184.0 million to which National Money Mart Company, a Canadian subsidiary of Dollar Financial Corp., is a party. The amendment eliminates financial covenants and allows the underlying swap to remain outstanding (with a similar collateral package in place) in the event that we elect to terminate our secured credit facility prior to the

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maturity of the swap in October 2012. On February 8, 2010, we entered into an amendment to the ISDA Master Agreement governing the outstanding cross-currency interest rate swap relating to a notional amount of C$145.7 million to which National Money Mart Company, a Canadian subsidiary of Dollar Financial Corp., is a party. The amendment includes financial covenants identical to those in our senior secured credit facility and allows the underlying swap to remain outstanding (with a similar collateral package in place) in the event that we elect to terminate our secured credit facility prior to the maturity of the swap in October 2012. We agreed to pay a higher rate on the interest rate swaps in order to secure these amendments, the impact of which will be recorded in our financial statements for the period ended March 31, 2010.

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MANAGEMENT

     Our directors and executive officers and their respective ages and positions are set forth below:

Name	Age		Position
Jeffrey A. Weiss		66	Chairman of the Board and Chief Executive Officer
Randy Underwood		59	Executive Vice President and Chief Financial Officer
Norman Miller		49	Executive Vice President and Chief Operating Officer
Sydney Franchuk		57	Executive Vice President and Chairman — National Money Mart
Silvio Piccini		47	Senior Vice President and Managing Director — United Kingdom Operations
Roy W. Hibberd		57	Senior Vice President, General Counsel and Secretary
Peter Sokolowski		49	Senior Vice President of Finance and Corporate Treasurer
William Athas		48	Senior Vice President of Finance and Corporate Controller
Melissa Soper		43	Senior Vice President of Corporate Administration
John Gavin		53	Director
David Jessick		56	Director
Clive Kahn		52	Director
Michael Kooper		74	Director
Ronald McLaughlin		59	Director
Kenneth Schwenke		56	Director

     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.

     Randy Underwood has served as our Executive Vice President, Chief Financial Officer and Assistant Secretary 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 2001 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 & 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. He is a Certified Management Accountant.

     Silvio Piccini, our Senior Vice President and Managing Director — United Kingdom Operations, has served in this capacity since February 2008. From January 2007 until December 2007, Mr. Piccini served as a Principal of Strategic Retail Management, a retail consulting firm. Prior to that, Mr. Piccini served for one year as the Executive Vice President and Chief Merchandising Officer for Movie Gallery, Inc., a retail store video chain which acquired his employer of nine years, Hollywood Entertainment, in 2005. During Mr. Piccini’s collective 10 years of employment in the video store industry, he held several positions including Vice President of Operations, Senior Vice President of Planning and Allocation, Senior Vice President of Merchandising, Senior Vice President of Marketing, and finally, Executive Vice President and Chief Merchandising Officer of the combined organization. Prior to that, Mr. Piccini worked for Taco Bell Corporation, then a subsidiary of Pepsico, Inc., in increasing roles of responsibility for seven years.

     Roy W. Hibberd has served as our Senior Vice President and General Counsel since July 2005 and as our Secretary since June 2008. 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, a franchise and business consulting firm, from July 2002 to July 2005. From 2000 until 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 to 1999 as the Vice President and General Manager, The Americas, of the American Express Company.

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     Peter Sokolowski has served as our Senior Vice President of Finance and Corporate Treasurer since January 2008. Mr. Sokolowski previously was our Senior Vice President of Finance and Chief Credit Officer, and he served as our Vice President Finance from 1991 to 2002. Prior to joining us in 1991, 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. Prior to joining us in 2000, 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.

     John Gavin has served as a Director and a member of the Human Resources and Compensation Committee of our Board since April 30, 2007. Mr. Gavin also served as a member of the Audit Committee of our Board from April 30, 2007, until his resignation on January 30, 2008. 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. Mr. Gavin is a director of Interline Brands, Inc., a distributor of maintenance, repair and operating products, and CSS Industries, Inc., a consumer products company.

     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 Human Resources and Compensation Committee of our Board from April 2005 until 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 held various roles of increasing responsibility at Thrifty Payless Holdings, Inc., including Executive Vice President and Chief Financial Officer from 1993 to 1996. Mr. Jessick began his career as a Certified Public Accountant for Peat, Marwick, Mitchell & Co. He currently serves on the Boards of WKI Holding Company, Inc. (audit committee chair and compensation committee member), Big 5 Sporting Goods Corporation (audit committee chair and nominating committee member), and Rite Aid Corporation (audit committee chair).

     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, has served since August 2007 as the Chief Executive Officer of Cardsave Group, Ltd., a provider of point of sale terminals and credit card processing facilities. Prior to that, Mr. Kahn was 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 21 years. Prior to his employment with Travelex, Mr. Kahn practiced as a chartered accountant with the firm of BDO Stoy Hawyard.

     Michael Kooper has served as a Director and as a member of the Human Resources and Compensation Committee of our Board since January 30, 2008. Since November 2004, Mr. Kooper has been the Area Chairman of Gallagher Benefit Services, Inc., a benefits consulting firm. From December 1998 until November 2004, Mr. Kooper was the President of The Kooper Group, a benefits consulting firm.

     Ronald McLaughlin has served as a Director and as a member of the Audit Committee and Corporate Governance and Nominating Committee of our Board since January 30, 2008. Mr. McLaughlin founded Chapman Inc. in 2000 and since that time has worked with a variety of clients, directly and through Chapman Inc. or a partnership with McLaughlin-Moses on a diverse array of mandates, including raising investment capital, strategic government relations and developing strategic alternatives for businesses that would benefit from effective partnering with the Canadian government. From 1997 to 2000, Mr. McLaughlin was the Chief of Staff for the Premier of the Province of Ontario.

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     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 Human Resources and Compensation Committee of our Board since September 2006. Mr. Schwenke served as a member of the Audit Committee of our board from September 2006 until April 30, 2007. Since May 2008, Mr. Schwenke has served as the Managing Director of Gravitas LLC, an executive search and management consulting firm. 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.

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DESCRIPTION OF OTHER INDEBTEDNESS

     The following summarizes the material provisions of certain of our indebtedness in addition to the indebtedness represented by the exchange notes. This summary is not a complete description of such indebtedness. The description of our senior secured credit facility is qualified in its entirety by reference to the provisions of the credit agreement governing the terms of our senior secured credit facility and related agreements, as amended as part of the Transactions. The summary of the terms of Parent’s 2.875% senior convertible notes due 2027 is qualified in its entirety by reference to the provisions of the Indenture dated June 27, 2007, governing the terms thereof. The summary of the terms of Parent’s 3.00% senior convertible notes due 2028 is qualified in its entirety to the provisions of the Indenture dated December 21, 2009, governing the terms thereof.

Senior Secured Credit Facility

     Our senior secured credit facility, as amended as part of the Transactions, consists of:

• a senior secured revolving credit facility with DFG, as the borrower, in an aggregate amount of $75.0 million, which we refer to as the U.S. Revolving Facility;

• a senior secured revolving credit facility in an aggregate amount of CDN $28.5 million, which we refer to as the Canadian Revolving Facility, with National Money Mart Company, as the borrower;

• senior secured term loans with National Money Mart Company, as the borrower, in an aggregate principal amount of $14.4 million as of December 31, 2009, which we refer to as the Canadian Term Loans; and

• senior secured term loans with Dollar Financial U.K. Limited, as the borrower, consisting of a $2.0 million tranche and a €1.6 million tranche of term loans as of December 31, 2009, which we refer to as the U.K. Term Loans.

     We refer to loans under our U.S. Revolving Facility and our Canadian Revolving Facility collectively as our “revolving loans,” our U.K. Term loans and our Canadian term loans collectively as our “term loans,” and our revolving loans and term loans collectively as our “loans.”

     We, along with certain of our direct and indirect domestic subsidiaries, guarantee all of the obligations under our U.S. Revolving Facility. We, along with substantially all of our domestic and foreign direct and indirect subsidiaries, also guarantee all of the obligations under our Canadian Revolving Facility and our term loans. The obligations of the respective borrowers and guarantors under the senior secured credit facility are secured by substantially all the assets of such borrowers and guarantors.

     Giving effect to the amendments to our senior secured credit facility and the prepayment of approximately $350.0 million of outstanding borrowings under the term loan portion of our senior secured credit facility with the proceeds from the offering of the old notes, a portion of our U.S. Revolving Facility (approximately $7.5 million) and a portion of our Canadian Revolving Facility (approximately CDN $2.9 million) will terminate October 30, 2011 and a portion of our term loans (approximately $1.6 million) will mature on October 30, 2012. The remainder of our U.S. Revolving Facility (approximately $67.5 million), Canadian Revolving Facility (approximately CDN $25.6 million) and term loans (approximately $17.1 million) will mature on December 31, 2014.

     As a result of convertible note exchange and repurchase transactions described below under “—Exchanges and Repurchases of Senior Convertible Notes”, the maturity date for approximately $17.7 million of the our obligations under the term loan portions of our senior secured credit facility, as amended and restated on December 23, 2009, is affirmed to be December 31, 2014 (with the maturity date for the remaining $1.7 million of our obligations under the term loans remaining October 30, 2012).

     Prior to maturity, the term loans amortize in equal quarterly installments in an amount equal to 0.25% of the original principal amount of the applicable term loan.

     The interest rates for our loans are calculated in accordance with the terms of our senior secured credit facility and may vary from time to time at our option. The interest rate options for our revolving loans depend on our consolidated leverage ratio. Under the amended credit agreement:

• the interest rate options for our U.S. revolving loans are (i) a LIBOR based rate, not less than 2.00%, plus a margin ranging from 325 to 375 basis points, in the case of revolving loans under the portion of our U.S. Revolving Facility terminating in

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	2011, and ranging from 450 to 500 basis points in the case of revolving loans under the portion of our U.S. Revolving Facility terminating in 2014, or (iii) a rate based on the greater of the prime rate and the federal funds rate plus 0.5%, but not less than 3.00% (the “ABR Rate”), plus a margin ranging from 225 to 275 basis points in the case of revolving loans under the portion of our U.S. Revolving Facility terminating in 2011, and ranging from 350 to 400 basis points in the case of revolving loans under the portion of our U.S. Revolving Facility terminating in 2014.
•	The interest rate options for our Canadian revolving loans are (i) a CDOR based rate, not less than 2.00%, plus a margin ranging from 325 to 375 basis points, in the case of revolving loans under the portion of our Canadian Revolving Facility terminating in 2011, and ranging from 450 to 500 basis points in the case of revolving loans under the portion of our Canadian Revolving Facility terminating in 2014, or (ii) a floating rate based on the greater of the prime rate and a one month CDOR rate, but not less than 3.00% plus a margin ranging from 225 to 275 basis points in the case of revolving loans under the portion of our Canadian Revolving Facility terminating in 2011, and ranging from 350 to 400 basis points in the case of revolving loans under the portion of our Canadian Revolving Facility terminating in 2014.
•	The interest rate options for our Canadian term loans is a LIBOR based rate, not less than 2.00%, plus a margin of 375 basis points in the case of Canadian term loans maturing in 2012, or 500 basis points in the case of Canadian term loans maturing in 2014; or the ABR Rate plus a margin of 275 basis points in the case of Canadian term loans maturing in 2012, or 400 basis points in the case of Canadian term loans maturing in 2014.
•	The interest rate options for our dollar denominated U.K. term loans is a LIBOR based rate, not less than 2.00%, plus a margin of 375 basis points in the case of dollar denominated U.K. term loans maturing in 2012, or 500 basis points in the case of dollar denominated U.K. term loans maturing in 2014; or the ABR Rate plus a margin of 275 basis points in the case of dollar denominated U.K. term loans maturing in 2012, or 400 basis points in the case of dollar denominated U.K. term loans maturing in 2014.
•	The interest rate options for our Euro denominated U.K. term loans is a Euribor based rate, not less than 2.00%, plus a margin of 375 basis points in the case of Euro denominated U.K. term loans maturing in 2012, or 500 basis points in the case of Euro denominated U.K. term loans maturing in 2014.

     The amended credit agreement governing our senior secured credit facility contains customary covenants, representations and warranties and events of default.

     The provisions of our senior secured credit facility include restrictions on our ability to repay, redeem, repurchase or otherwise retire the notes prior to their scheduled maturity.

     The foregoing description of our senior secured credit facility is qualified in its entirety by reference to the provisions of the amended credit agreement and other related documents, which are incorporated by reference into this prospectus.

Exchanges and Repurchases of Senior Convertible Notes

     On December 21, 2009, Parent commenced the closing of privately negotiated exchange transactions with several holders of its senior convertible notes. In the transaction, $120.0 million in aggregate principal amount of Dollar Financial Corp.’s existing 2.875% senior convertible notes due 2027, which we refer to in this prospectus as the 2027 notes, were exchanged for an equal principal amount of Dollar Financial Corp’s new 3.00% senior convertible notes due 2028, which such transactions we refer to collectively as the convertible note exchange.

     In February 2010, Parent repurchased $35.2 million aggregate principal amount of the 2027 notes in privately negotiated transactions with two of the holders of the 2027 notes. The aggregate purchase price paid by the Company in the transactions for the repurchased 2027 notes was $32,032,000. As a result of the repurchase transactions and the convertible note exchange, $44.8 million aggregate principal amount of the 2027 notes remains outstanding.

2.875% Senior Convertible Notes due 2027

     On June 27, 2007, Parent issued $200.0 million aggregate principal amount of its 2.875% senior convertible notes due 2027. The 2027 notes are general unsecured obligations and rank equally in right of payment with all of the other existing and future obligations of Parent that are unsecured and unsubordinated. As a result of the exchange and repurchase transactions described above, $44.8 million of the 2027 notes remain outstanding. The 2027 notes bear interest at the rate of 2.875% per year, payable every June 30 and

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December 31, beginning December 31, 2007. The 2027 notes mature on June 30, 2027, unless earlier converted, redeemed or repurchased. Holders of the 2027 notes may require Parent to repurchase in cash some or all of the 2027 notes at any time before the maturity of these notes following a fundamental change as defined in the indenture dated June 27, 2007.

     The indenture includes a “net share settlement” provision that allows Parent, upon redemption or conversion, to settle the principal amount of the senior convertible notes in cash and the additional conversion value, if any, in shares of its common stock. Holders of the 2027 notes may convert their senior convertible notes based on an initial conversion rate of 25.7759 shares per $1,000 principal amount of the 2027 notes, subject to adjustment, prior to stated maturity under the following circumstances:

• during any calendar quarter commencing after September 30, 2007, if the closing sale price of Parent’s common stock is greater than or equal to 130% of the applicable conversion price for at least 20 trading days in the period of 30 consecutive trading days ending on the last day of the preceding calendar quarter;

• during the five business day period following any five consecutive trading day period in which the trading price of the 2027 notes for each day of such period was less than 98.0% of the product of the closing sale price per share of Parent’s common stock on such day and the conversion rate in effect for the 2027 notes on each such day;

• if the 2027 notes have been called for redemption; at any time on or after December 31, 2026; or

• upon the occurrence of specified corporate transactions as described in the indenture governing the 2027 notes.

     If a fundamental change, as defined in the indenture, occurs prior to December 31, 2014 and a holder elects to convert its 2027 notes in connection with such transaction, Parent will pay a make-whole provision, as defined in the indenture.

     On or after December 31, 2012, but prior to December 31, 2014, Parent may redeem for cash all or part of the 2027 notes, if during any period of 30 consecutive trading days ending not later than December 31, 2014, the closing sale price of a share of its common stock is for at least 120 trading days within such period of 30 consecutive trading days greater than or equal to 120% of the conversion price on each such day. On or after December 31, 2014, Parent may redeem for cash all or part of the 2027 notes, upon at least 30 but not more than 60 days notice before the redemption date by mail to the trustee, the paying agent and each holder of 2027 notes. The amount of cash paid in connection with each such redemption will be 100% of the principal amount of the 2027 notes to be redeemed, plus accrued and unpaid interest, including any additional amounts, up to but excluding the redemption date.

     Holders of the 2027 notes have the right to require Parent to purchase all or a portion of the 2027 notes on December 31, 2012, December 31, 2014, June 30, 2017, and June 30, 2022 (each of which are referred to as the purchase date). The purchase price payable will be equal to 100% of the principal amount of the notes to be purchase plus any accrued and unpaid interest, including any additional amounts, up to but excluding the purchase date.

     If Parent undergoes a fundamental change, as defined in the indenture, before maturity of the 2027 notes, holders will have the right, subject to certain conditions, to require it to repurchase for cash all or a portion of the 2027 notes at a repurchase price equal to 100% of the principal amount of the 2027 notes being repurchased, plus accrued and unpaid interest, including any additional amounts, up to but excluding the date of repurchase.

     Upon conversion, Parent will have the option to either deliver:

• cash equal to the lesser of the aggregate principal amount of the 2027 notes to be converted ($1,000 per note) or the total conversion value and shares of its common stock in respect of the remainder, if any, of the conversion value over the principal amount of the senior convertible notes; or

• shares of its common stock to the holders, calculated at the initial conversion price, which is subject to any of the conversion price adjustments discussed above at any time before December 31, 2026.

3.00% Senior Convertible Notes due 2028

     In connection with the convertible note exchange transaction described above, Parent issued $120.0 million aggregate principal amount of its 3.00% senior convertible notes due 2028, which we refer to in this prospectus as the 2028 notes.

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     The 2028 notes are general unsecured obligations and rank equally in right of payment with all of the other existing and future obligations of Parent that are unsecured and unsubordinated. The 2028 notes bear interest at the rate of 3.00% per year, payable every April 1 and October 1, beginning April 1, 2010. The 2028 notes mature on April 1, 2028, unless earlier converted, redeemed or repurchased. Holders of the 2028 notes may require Parent to repurchase in cash some or all of the 2028 notes at any time before the maturity of these notes following a fundamental change as defined in the indenture dated December 21, 2009.

     The indenture includes a “net share settlement” provision that allows Parent, upon redemption or conversion, to settle the principal amount of the senior convertible notes in cash and the additional conversion value, if any, in shares of its common stock. Holders of the senior convertible notes may convert their 2028 notes based on an initial conversion rate of 34.5352 shares per $1,000 principal amount of senior convertible notes, subject to adjustment, prior to stated maturity under the following circumstances:

• during any calendar quarter commencing after December 31, 2009, if the closing sale price of Parent’s common stock is greater than or equal to 130% of the applicable conversion price for at least 20 trading days in the period of 30 consecutive trading days ending on the last day of the preceding calendar quarter;

• during the five business day period following any five consecutive trading day period in which the trading price of the 2028 notes for each day of such period was less than 98.0% of the product of the closing sale price per share of Parent’s common stock on such day and the conversion rate in effect for the senior convertible notes on each such day;

• if the 2028 notes have been called for redemption at any time on or after April 1, 2027; or

• upon the occurrence of specified corporate transactions as described in the indenture governing the 2028 notes.

     If a fundamental change, as defined in the indenture, occurs prior to April 1, 2015 and a holder elects to convert its senior convertible notes in connection with such transaction, Parent will pay a make-whole provision, as defined in the indenture governing the 2028 notes.

     On or after April 1, 2013, but prior to April 1, 2015, Parent may redeem for cash all or part of the 2028 notes, if during any period of 30 consecutive trading days ending not later than April 1, 2015, the closing sale price of a share of its common stock is for at least 120 trading days within such period of 30 consecutive trading days greater than or equal to 120% of the conversion price on each such day. On or after April 1, 2015, Parent may redeem for cash all or part of the 2028 notes, upon at least 30 but not more than 60 days notice before the redemption date by mail to the trustee, the paying agent and each holder of 2028 notes. The amount of cash paid in connection with each such redemption will be 100% of the principal amount of the 2028 notes to be redeemed, plus accrued and unpaid interest, including any additional amounts, up to but excluding the redemption date.

     Holders of the 2028 notes have the right to require Parent to purchase all or a portion of the 2028 notes on April 1, 2015, April 1, 2018, and April 1, 2023 (each of which are referred to as the purchase date). The purchase price payable will be equal to 100% of the principal amount of the notes to be purchase plus any accrued and unpaid interest, including any additional amounts, up to but excluding the purchase date.

     If Parent undergoes a fundamental change, as defined in the indenture governing the 2028 notes, before maturity of the senior convertible notes, holders will have the right, subject to certain conditions, to require it to repurchase for cash all or a portion of the senior convertible notes at a repurchase price equal to 100% of the principal amount of the senior convertible notes being repurchased, plus accrued and unpaid interest, including any additional amounts, up to but excluding the date of repurchase.

     Upon conversion, Parent will have the option to either deliver:

• cash equal to the lesser of the aggregate principal amount of the 2028 notes to be converted ($1,000 per note) or the total conversion value and shares of its common stock in respect of the remainder, if any, of the conversion value over the principal amount of the 2028 notes; or

• shares of its common stock to the holders, calculated at the initial conversion price, which is subject to any of the conversion price adjustments discussed above at any time before April 1, 2027.

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10.375% Senior Notes due 2016

     On December 23, 2009, National Money Mart Company issued $600.0 million aggregate principal amount of old notes under an indenture dated December 23, 2009 among National Money Mart Company, Parent and certain of its domestic and Canadian subsidiaries parties thereto, as guarantors, and U.S. Bank National Association, as trustee. As a result of the convertible note exchange and repurchase transactions described above under “—Exchanges and Repurchases of Senior Convertible Notes”, the maturity date of the old notes is affirmed to be, and the maturity date for the exchange notes will be, December 15, 2016.

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THE EXCHANGE OFFER

Terms of the Exchange Offer

     General

     We issued the old notes on December 23, 2009 in an offering made pursuant to Rule 144A and Regulation S under the Securities Act. We sold the old notes to the initial purchasers pursuant to a purchase agreement, dated December 10, 2009, among Issuer, the guarantors of the notes and the initial purchasers. Under the purchase agreement, each holder of the old notes was entitled to the benefits of the registration rights agreement, dated December 23, 2009, between us, the guarantors and the initial purchasers.

     Pursuant to the registration rights agreement, we agreed to file an exchange offer registration statement with the SEC on the appropriate form under the Securities Act within 90 days of the closing date of the offering of the old notes, which was December 23, 2009, to use our reasonable best efforts to have it declared effective within 180 days of the closing date of the offering and to consummate the exchange offer within 30 business days after the registration statement is declared effective by the SEC. If we consummate this exchange offer within the requisite time period, holders of the old notes will not have any further registration rights, except as provided below, and the old notes will continue to be subject to certain restrictions on transfer. This prospectus, together with the letter of transmittal, is first being sent on or about         , 2010 to all beneficial holders of the old notes known to us.

     Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal (which, together, constitute the exchange offer), we will accept for exchange old notes that are properly tendered on or prior to the expiration date and not withdrawn as permitted below. Holders may tender some or all of their old notes pursuant to the exchange offer. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of old notes accepted in the exchange offer. The exchange notes will evidence the same debt as the old notes and will be issued under the same indenture. The term “expiration date” means the expiration date set forth on the cover page of this prospectus, unless we extend the exchange offer, in which case the term “expiration date” means the latest date to which the exchange offer is extended.

     Based on no-action letters issued by the staff of the SEC to third parties, we believe that holders of the exchange notes issued in exchange for old notes may offer for resale, resell and otherwise transfer the exchange notes, other than any holder that is an affiliate of ours within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act. This is true as long as the exchange notes are acquired in the ordinary course of the holder’s business, the holder has no arrangement or understanding with any person to participate in the distribution of the exchange notes and neither the holder nor any other person is engaging in or intends to engage in a distribution of the exchange notes. A broker-dealer that acquired old notes directly from us cannot exchange the old notes in the exchange offer. Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes cannot rely on the no-action letters of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

     Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where old notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution” for additional information.

     We shall be deemed to have accepted validly tendered old notes when, as and if we have given oral or written notice of the acceptance of such notes to the exchange agent. The exchange agent will act as agent for the tendering holders of old notes for the purposes of receiving the exchange notes from us and delivering the exchange notes to such holders.

     If any tendered old notes are not accepted for exchange because of an invalid tender or the occurrence of the conditions set forth under “—Conditions” without waiver by us, certificates for any such unaccepted old notes will be returned without expense, to the tendering holder of any such old notes as promptly as practicable after the expiration date.

     Holders of old notes who tender in the exchange offer will not be required to pay brokerage commissions or fees, or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of old notes pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes in connection with the exchange offer. See “—Fees and Expenses.”

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     Shelf Registration Statement

     If:

(1)	because of any change in law or in applicable interpretations thereof by the staff of the SEC, we are not permitted to effect the exchange offer;
(2)	the exchange offer is not consummated by September 20, 2010;
(3)	any of the initial purchasers so requests with respect to notes not eligible to be exchanged for exchange notes in the exchange offer and held by it following consummation of the exchange offer; or
(4)	any holder (other than certain broker-dealers and the initial purchasers) is not eligible to participate in the exchange offer or, in the case of any holder (other than certain broker-dealers and the initial purchaser) that participates in the exchange offer, such holder does not receive freely tradable exchange notes on the date of the exchange and any such holder so requests,

     we will, at our cost, as promptly as practical (but in no event more than 30 days after being so requested or required):

(1)	file with the SEC a shelf registration statement to register for public resale the old notes held by any such holder who provides us with certain information for inclusion in such shelf registration statement;
(2)	use our reasonable best efforts to cause the shelf registration statement to be declared effective under the Securities Act; and
(3)	use our reasonable best efforts to keep the shelf registration statement continuously effective until the earlier of two years from the date of its effectiveness or the time when all of the applicable old notes have been sold pursuant to the shelf registration statement or are no longer restricted securities (as defined in Rule 144 under the Securities Act).

     A holder that sells old notes pursuant to the shelf registration statement generally must be named as a selling security holder in the related prospectus, must deliver a prospectus to purchasers and will be subject to the civil liability provisions under the Securities Act in connection with these sales. A seller of old notes will also be bound by the applicable provisions of the registration rights agreement, including indemnification obligations.

     Increase in Interest Rate

     The registration rights agreement provides that:

(1)	if the registration statement, of which this prospectus is a part, is not declared effective by the SEC on or prior to June 21, 2010;
(2)	if the exchange offer is not consummated on or before the 30th business day after the registration statement is declared effective;
(3)	if we are obligated to file a shelf registration statement and we fail to file any such shelf registration statement with the SEC on or prior to the 30th day after such filing obligation arises;
(4)	if we are obligated to file a shelf registration statement and any such shelf registration statement is not declared effective on or prior to the 60th day after the obligation to file a shelf registration statement arises; or
(5)	if the registration statement or any shelf registration statement, as the case may be, is declared effective but thereafter ceases to be effective or it or its related prospectus ceases to be useable (in certain circumstances) in connection with resales of the exchange notes or the old notes, as the case may be, for such time of non-effectiveness or non-usability,

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then we will pay liquidated damages to each holder of notes, with respect to the first 90-day period immediately following the occurrence of such event in an amount equal to 0.25% per annum of the principal amount of notes held by such holder. The amount of the liquidated damages will increase by an additional 0.25% per annum of the principal amount of notes with respect to the second 90-day period immediately following the occurrence of such event and will increase to an amount equal to 1.00% per annum thereafter until all such registration defaults have been cured.

     All accrued liquidated damages will be paid by us on each interest payment date to the holder of any global note by wire transfer of immediately available funds and to holders of certificated notes in the manner set forth above under the caption “Description of Notes—Principal, Maturity and Interest.” Following the cure of all such registration defaults, the accrual of liquidated damages will cease.

     The sole remedy available to the holders of the old notes will be the immediate increase in the interest rate on the old notes as described above. Any amounts of additional interest due as described above will be payable in cash on the same interest payments dates as the old notes.

     Expiration Date; Extensions; Amendment

     We will use our reasonable best efforts to cause the registration statement to be effective continuously and to cause the exchange offer to be consummated no later than the 30 business days after it is declared effective by the SEC. We will keep the exchange offer open for not less than 20 business days, or longer if required by applicable law, after the date on which notice of the exchange offer is mailed to the holders of the old notes.

     We reserve the right:

     (a) to delay accepting any old notes, to extend the exchange offer or to terminate the exchange offer and not accept old notes not previously accepted if any of the conditions set forth under “—Conditions” shall have occurred and shall not have been waived by us, if permitted to be waived by us, by giving oral or written notice of such delay, extension or termination to the exchange agent, or

     (b) to amend the terms of the exchange offer in any manner deemed by us to be advantageous to the holders of the old notes.

     Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice. If such delay in acceptance, extension, termination or amendment constitutes a material change to the exchange offer, we promptly will disclose such amendment in a manner reasonably calculated to inform the holders, and we will extend the exchange offer as required by applicable law. Depending upon the significance of the amendment, we may extend the exchange offer if it otherwise would expire during such extension period. In the event that we decide to extend the expiration date, we will notify the exchange agent of any extension by oral or written notice and will issue a public announcement of the extension, no later than 9:00 a.m., New York City time, on or prior to the next business day after the previously scheduled expiration date.

     Without limiting the manner in which we may choose to make a public announcement of any extension, amendment or termination of the exchange offer, we will not be obligated to publish, advertise or otherwise communicate any such announcement, other than by making a timely release to an appropriate news agency.

Procedures for Tendering

     To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signatures on the letter of transmittal guaranteed if required by instruction 2 of the letter of transmittal, and mail or otherwise deliver such letter of transmittal or such facsimile or an agent’s message in lieu of a letter of transmittal in connection with a book entry transfer, together with the old notes or a book-entry confirmation of the transfer thereof and any other required documents. To be validly tendered, such documents must reach the exchange agent before 5:00 p.m., New York City time, on the expiration date. Delivery of the old notes may be made by book-entry transfer in accordance with the procedures described below. Confirmation of such book-entry transfer must be received by the exchange agent prior to the expiration date.

     The term “agent’s message” means a message, transmitted by a book-entry transfer facility to, and received by, the exchange agent, forming a part of a confirmation of a book-entry transfer, which states that such book-entry transfer facility has received an express acknowledgment from the participant in such book-entry transfer facility tendering the old notes that such participant has

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received and agrees to be bound by the terms of the letter of transmittal and that we may enforce such agreement against such participant.

     The tender by a holder of old notes will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

     Delivery of all documents must be made to the exchange agent at its address set forth below. Holders may also request their respective brokers, dealers, commercial banks, trust companies or nominees to effect such tender for such holders.

     The method of delivery of old notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery to the exchange agent before 5:00 p.m., New York City time, on the expiration date. No letter of transmittal or old notes should be sent to us.

     Only a holder of old notes may tender old notes in the exchange offer. The term “holder” with respect to the exchange offer means any person in whose name old notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder.

     Any beneficial holder whose old notes are registered in the name of its broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on its behalf. If such beneficial holder wishes to tender on its own behalf, such registered holder must, prior to completing and executing the letter of transmittal and delivering its old notes, either make appropriate arrangements to register ownership of the old notes in such holder’s name or obtain a properly completed bond power from the registered holder. The transfer of record ownership may take considerable time.

     Signatures on a letter of transmittal or a notice of withdrawal, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States referred to as an “eligible institution,” unless the old notes are tendered:

     (a) by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

     (b) for the account of an eligible institution. In the event that signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, such guarantee must be by an eligible institution.

     If the letter of transmittal is signed by a person other than the registered holder of any old notes listed therein, such old notes must be endorsed or accompanied by appropriate bond powers and a proxy which authorizes such person to tender the old notes on behalf of the registered holder, in each case signed as the name of the registered holder or holders appears on the old notes.

     If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by us, evidence satisfactory to us of their authority so to act must be submitted with the letter of transmittal.

     All questions as to the validity, form, eligibility, including time of receipt and withdrawal of the tendered old notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes our acceptance of which, in the opinion of counsel for us, would be unlawful. We also reserve the right to waive any irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. None of us, the exchange agent or any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of old notes, nor shall any of us or them incur any liability for failure to give such notification. Tenders of old notes will not be deemed to have been made until such irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost by

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the exchange agent to the tendering holders of such old notes, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

     In addition, we reserve the right in our sole discretion to:

     (a) purchase or make offers for any old notes that remain outstanding subsequent to the expiration date or, as set forth under “—Conditions,” to terminate the exchange offer in accordance with the terms of the registration rights agreement; and

     (b) to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers may differ from the terms of the exchange offer.

     By tendering, each holder will represent to us that, among other things:

     (a) the exchange notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of such holder or other person designated by the holder;

     (b) neither such holder nor such other person designated by the holder is engaged in or intends to engage in a distribution of the exchange notes;

     (c) neither such holder nor such other person designated by the holder has any arrangement or understanding with any person to participate in the distribution of such exchange notes; and

     (d) such holder or other person is not our “affiliate,” as defined under Rule 405 of the Securities Act, or, if such holder or other person is such an affiliate, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

     We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the old notes at The Depository Trust Company for the purpose of facilitating the exchange offer, and subject to the establishment of such accounts, any financial institution that is a participant in The Depository Trust Company’s system may make book-entry delivery of old notes by causing The Depository Trust Company to transfer such old notes into the exchange agent’s account with respect to the old notes in accordance with The Depository Trust Company’s procedures for such transfer. Although delivery of the old notes may be effected through book-entry transfer into the exchange agent’s account at The Depository Trust Company, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee, or an agent’s message in lieu of the letter of transmittal, and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth below on or prior to the expiration date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under such procedures. Delivery of documents to The Depository Trust Company does not constitute delivery to the exchange agent.

     Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where old notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution” for additional information.

     Guaranteed Delivery Procedures

     Holders who wish to tender their old notes; and

     (a) whose old notes are not immediately available; or

     (b) who cannot deliver their old notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date, may effect a tender if:

          (1) the tender is made through an eligible institution;

          (2) prior to the expiration date, the exchange agent receives from such eligible institution a properly completed and duly executed Notice of Guaranteed Delivery, by facsimile transmission, mail or hand delivery, setting forth the name and address of the

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holder of the old notes, the certificate number or numbers of such old notes and the principal amount of old notes tendered, stating that the tender is being made thereby, and guaranteeing that, within three business days after the expiration date, the letter of transmittal, or facsimile thereof or agent’s message in lieu of the letter of transmittal, together with the certificate(s) representing the old notes to be tendered in proper form for transfer or a book-entry confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

          (3) such properly completed and executed letter of transmittal (or facsimile thereof) or agent’s message in lieu of the letter of transmittal together with the certificate(s) representing all tendered old notes in proper form for transfer or a book-entry confirmation, as the case may be, and all other documents required by the letter of transmittal are received by the exchange agent within three business days after the expiration date.

     Withdrawal Rights

     Except as otherwise provided in this prospectus, tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date. However, where the expiration date has been extended, tenders of old notes previously accepted for exchange as of the original expiration date may not be withdrawn.

     To withdraw a tender of old notes in the exchange offer, a written or facsimile transmission notice of withdrawal must be received by the exchange agent as its address set forth in this prospectus prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:

     (a) specify the name of the depositor, who is the person having deposited the old notes to be withdrawn;

     (b) identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of such old notes or, in the case of old notes transferred by book-entry transfer, the name and number of the account at The Depository Trust Company to be credited;

     (c) be signed by the depositor and include any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the old notes register the transfer of such old notes into the name of the depositor withdrawing the tender; and

     (d) specify the name in which any such old notes are to be registered, if different from that of the depositor.

     Any old notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no exchange notes will be issued with respect to the old notes withdrawn unless the old notes so withdrawn are validly retendered. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by us, which determination will be final and binding on all parties. Any old notes which have been tendered but which are not accepted for exchange will be returned to the holder thereof without cost to such holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described above under “—Procedures for Tendering” at any time prior to the expiration date.

Conditions

     Notwithstanding any other terms of the exchange offer, and subject to our obligations under the registration rights agreement, we will not be required to accept for exchange, or exchange, any exchange notes for any old notes, and may terminate or amend the exchange offer before the expiration date, if the exchange offer violates any applicable law or interpretation by the staff of the SEC.

     If we determine in our reasonable discretion that the foregoing condition exists, we may:

     (1) refuse to accept any old notes and return all tendered old notes to the tendering holders;

     (2) extend the exchange offer and retain all old notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders who tendered such old notes to withdraw their tendered old notes; or

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     (3) waive such condition, if permissible, with respect to the exchange offer and accept all properly tendered old notes which have not been withdrawn. If such waiver constitutes a material change to the exchange offer, we will promptly disclose such waiver by means of a prospectus supplement that will be distributed to the holders, and we will extend the exchange offer as required by applicable law.

Exchange Agent

     U.S. Bank National Association has been appointed as exchange agent for the exchange offer. Questions and requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to U.S. Bank National Association addressed as follows:

	By Telephone:
	(800) 934-6802
By Facsimile:	By Overnight Courier and by Hand	By Registered or Certified Mail:
(651) 495-8156	before 4:30 p.m. on the	U.S. Bank National Association
Attn: Specialized Finance	Expiration Date:	Corporate Trust Services
Confirm by Telephone:	U.S. Bank National Association	60 Livingston Avenue
(800) 934-6802	Corporate Trust Services	St. Paul, Minnesota 55107
	60 Livingston Avenue	Attention: Specialized Finance
	St. Paul, Minnesota 55107
	Attention: Specialized Finance

     Delivery of the letter of transmittal to an address other than as set forth above or transmission of instructions via facsimile other than as set forth above does not constitute a valid delivery of such letter of transmittal.

     U.S. Bank National Association is also the trustee under the indenture.

Fees and Expenses

     We have agreed to bear the expenses of the exchange offer pursuant to the registration rights agreement. We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with providing such services.

     The cash expenses to be incurred in connection with the exchange offer will be paid by us. Such expenses include fees and expenses of U.S. Bank National Association as exchange agent, accounting and legal fees and printing costs, among others.

Accounting Treatment

     The exchange notes will be recorded as the same debt obligation as the old notes as reflected in our accounting records. Accordingly, no gain or loss for accounting purposes will be recognized by us. The expenses of the exchange offer and the unamortized expenses related to the issuance of the exchange notes will be amortized over the term of the notes.

Consequences of Failure to Exchange

     Holders of old notes who are eligible to participate in the exchange offer but who do not tender their old notes will not have any further registration rights, and their old notes will continue to be subject to restrictions on transfer. Accordingly, such old notes may be resold only:

     (1) to us, upon redemption of these notes or otherwise;

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     (2) so long as the old notes are eligible for resale pursuant to Rule 144A under the Securities Act, to a person inside the United States whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A;

     (3) in accordance with Rule 144 under the Securities Act, or under another exemption from the registration requirements of the Securities Act, and based upon an opinion of counsel reasonably acceptable to us;

     (4) outside the United States in an offshore transaction meeting the requirements of Rule 904 under the Securities Act; or

     (5) under an effective registration statement under the Securities Act;

     in each case in accordance with any applicable securities laws of any state of the United States.

Regulatory Approvals

     We do not believe that the receipt of any material federal or state regulatory approvals will be necessary in connection with the exchange offer, other than the effectiveness of the registration statement of which this prospectus is a part.

Other

     Participation in the exchange offer is voluntary and holders of old notes should carefully consider whether to accept the terms and condition of this exchange offer. Holders of the old notes are urged to consult their financial and tax advisors in making their own decision on what action to take with respect to the exchange offer.

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DESCRIPTION OF THE NOTES

     National Money Mart Company issued the old notes on December 23, 2009, and will issue the exchange notes, under the indenture dated December 23, 2009 among itself, Parent, the Subsidiary Guarantors and U.S. Bank National Association, as Trustee. The exchange notes will evidence the same debt as the old notes. Consequently, the old notes and the exchange notes will be treated as a single class of securities under the indenture. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended.

     Any referenced to “notes” in this section refers to both the exchange notes and any old notes that remain outstanding following the completion of the exchange offering, unless the context otherwise requires.

     Certain capitalized terms used in this description are defined under the caption “— Certain Definitions.” In this description, the term “Issuer” refers only to National Money Mart Company and not to any of its Subsidiaries or parent companies, and the term “Company” refers only to Dollar Financial Corp. and not to any of its Subsidiaries.

     The following description is a summary of the material provisions of the indenture. It does not restate those agreements in their entirety and we urge you to read them because they, not this description, define your rights as holders of the notes. You may request copies of these agreements at our address set forth under the heading “Where You Can Find More Information.”

General

     The notes:

• are senior unsecured obligations of the Issuer;

• rank equal in right of payment with all existing and future unsubordinated and unsecured Indebtedness of the Issuer;

• rank senior in right of payment to all existing and future subordinated Indebtedness of the Issuer; and

• are effectively junior to any Indebtedness of the Issuer, including Indebtedness under the Credit Agreement, which is secured by assets of the Issuer to the extent of the value of the assets securing such Indebtedness.

     The notes are fully and unconditionally Guaranteed on a joint and several basis by the Company and each Restricted Subsidiary of the Company (other than the Issuer) that is a Domestic Subsidiary and that guarantees Indebtedness under the Credit Agreement. Each Guarantee of the notes:

• is a senior unsecured obligation of the applicable Guarantor;

• ranks equal in right of payment with all existing and future unsubordinated Indebtedness of the applicable Guarantor;

• ranks senior in right of payment to all existing and future subordinated Indebtedness of the applicable Guarantor; and

• is effectively junior to any Indebtedness of such Guarantor, including Indebtedness under the Credit Facility, which is secured by assets of such Guarantor to the extent of the value of the assets securing such Indebtedness.

     Not all Restricted Subsidiaries guarantee the Issuer’s obligations under the notes or the Guarantors’ obligations under the Guarantees of the notes. Therefore, the notes are effectively subordinated to the existing and future liabilities of the non-guarantor Subsidiaries, including trade creditors, secured creditors and other creditors holding debt and Guarantees issued by such non-guarantor Subsidiaries, as well as claims of preferred and minority stockholders (if any) of such non-guarantor Subsidiaries. None of (i) the Foreign Subsidiaries, (ii) the Domestic Subsidiaries that are not guarantors under the Credit Agreement, (iii) the Unrestricted Subsidiaries or (iv) any Receivables Subsidiary guarantee the notes. See “Risk Factors — Risks Related to the Exchange Notes and Our Indebtedness — Your right to receive payments on the exchange notes could be adversely affected if any of our non-guarantor subsidiaries declares bankruptcy, liquidate or reorganize.”

     The notes are effectively subordinated to all existing and future secured indebtedness of the Issuer, the Company and the Subsidiary Guarantors. As of December 31, 2009, giving effect to the Transactions, the Issuer, the Company and the Subsidiary Guarantors have

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approximately $18.7 million aggregate principal amount of senior secured Indebtedness outstanding, and an additional $96.7 million that they would have been able to borrow under their senior secured Indebtedness, to which the notes would have been effectively subordinated to the extent of the value of the collateral. For fiscal year 2009 and the six months ended December 31, 2009, giving effect to the Transactions, our Subsidiaries that are not Guarantors had total revenue of $138.7 million and $95.4 million, respectively, and as of December 31, 2009, those Subsidiaries had assets of $374.4 million and debt and other liabilities of $80.3 million (including inter-company balances).

     The indenture permits the Issuer, the Company and its Subsidiaries to Incur additional Indebtedness, including secured Indebtedness, in the future.

Principal, Maturity and Interest

• The Issuer will issue up to an aggregate principal amount of $600.0 million of exchange notes in the exchange offer in exchange for a like aggregate principal amount of old notes. The exchange notes will evidence the same debt as the old notes.

• The notes will mature on December 15, 2016.

• The old notes were issued, and the new notes will be issued, in denominations of $1,000 and integral multiples thereof.

• The notes bear interest at the rate of 10.375% per annum from the most recent date to which interest has been paid or, if no interest has been paid, from December 23, 2009. The Issuer will pay interest on the notes semi-annually, in arrears, every June 15 and December 15, commencing on June 15, 2010 to holders of record on the immediately preceding June 1 and December 1. Interest on the notes is computed on the basis of a 360-day year comprised of twelve 30-day months. For purposes of the Interest Act (Canada), the yearly rate of interest that is equivalent to the rate payable hereunder is the rate payable multiplied by the actual number of days in the year and divided by 360.

     The Issuer will pay principal of, premium, if any, and interest (including any Additional Interest) on the notes:

• at the office or agency maintained for that purpose;

• at its option, by check mailed to the holders of the notes at their respective addresses set forth in the register of holders of the notes; or

• with respect to notes represented by Global Notes the holders of which have provided the Issuer with wire transfer instructions, by wire transfer of immediately available funds to the account or accounts specified.

     Until the Issuer designates another office or agency, its office or agency for the payment of principal of, premium, if any, and interest (including any Additional Interest) on the notes will be the corporate trust office of the Trustee.

     Subject to the covenants described below, the Issuer may, without the consent of the holders of the notes, issue additional notes (“Additional Notes”) under the indenture having the same terms in all respects as the notes, or similar in all respects to the notes except for the payment of interest on the notes (1) scheduled and paid prior to the date of issuance of those Additional Notes or (2) payable on the first interest payment date following that date of issuance. The notes and any Additional Notes would be treated as a single class for all purposes under the indenture, including waivers, amendments, redemptions, offers to purchase and with respect to the Guarantees. Unless the context otherwise requires, for all purposes of the indenture and this “Description of the Notes,” references to “notes” include any Additional Notes actually issued.

Guarantees

     The notes are fully and unconditionally Guaranteed on a joint and several basis by the Company and the Subsidiary Guarantors. Military Financial Services, LLC and its subsidiaries will fully and unconditionally Guarantee the notes after becoming Guarantors under the Credit Agreement. The indenture limits Indebtedness and other Guarantees that may be Incurred by the Guarantors.

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     The obligations of each Subsidiary Guarantor under its Guarantee of the notes are limited in a manner intended to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. See “Risk Factors — Risks Related to the Exchange Notes and Our Indebtedness — Dollar Financial Corp. and certain of its direct and indirect wholly owned U.S. and Canadian subsidiaries will Guarantee the exchange notes on a senior unsecured basis. Federal, state and provincial statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.”

     Except as provided in agreements governing the Issuer’s and certain of the Company’s Subsidiaries’ other Indebtedness and in “— Certain Covenants” below, the Issuer and the Company are not restricted from selling or otherwise disposing of any Equity Interests of any Guarantor.

     In the event of:

     (1) the defeasance or discharge of the notes in accordance with the terms of the indenture;

     (2) a sale or other disposition of all or substantially all of the assets of a Subsidiary Guarantor, by way of merger, consolidation, amalgamation or otherwise, to a Person or a group of Persons that is not (either before or after giving effect to such transaction) a Restricted Subsidiary, if the sale or other disposition complies with the covenant described under “— Repurchase at the Option of Holders — Asset Sales” or, to the extent applicable, with the provisions described under “Certain Covenants — Merger, Consolidation or Sale of Assets”;

     (3) a sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor, including by way of merger, consolidation, amalgamation or otherwise, to a Person or a group of Persons that is not (either before or after giving effect to such transaction) a Restricted Subsidiary, if the sale or other disposition complies with the covenant described under “— Repurchase at the Option of Holders — Asset Sales” or, to the extent applicable, with the provisions described under “Certain Covenants — Merger, Consolidation or Sale of Assets”; or

     (4) the designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of the indenture;

that Subsidiary Guarantor (and any of its Subsidiaries that are Guarantors) will be released and relieved of any obligations under its Guarantee of the notes in each case as permitted by the indenture.

Optional Redemption

     Except as set forth below, the Issuer is not entitled to redeem the notes at its option prior to December 15, 2013.

     On and after December 15, 2013, the Issuer may redeem the notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior written notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, if redeemed during the twelve-month period beginning on December 15 of each of the years set forth below.

Year	Percentage
2013		105.188	%
2014		102.594	%
2015 and thereafter		100.000	%

     Prior to December 15, 2012, the Issuer may redeem up to 35% of the aggregate principal amount of the notes issued under the indenture at a redemption price of 110.375% of the principal amount of the notes redeemed, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date if:

• such redemption is made with the proceeds of one or more Public Equity Offerings (provided that if the Public Equity Offering is an offering by the Company, a portion of the net cash proceeds thereof equal to the amount required to redeem such notes is contributed to the common equity capital of the Issuer or advanced or paid to the Issuer in a manner not otherwise prohibited by the indenture;

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• at least 65% of the aggregate principal amount of the notes issued under the indenture remain outstanding immediately after the occurrence of such redemption (excluding notes held by the Company or any of its Subsidiaries); and

• the redemption occurs within 90 days of such Public Equity Offering.

     Prior to December 15, 2013, the Issuer is entitled at its option to redeem some or all of the notes at a redemption price equal to 100% of the principal amount of the notes plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of holders of the notes on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption must be mailed by first-class mail to each holder’s registered address, not less than 30 nor more than 60 days prior to the redemption date.

     “Applicable Premium” means with respect to a note at any redemption date, the greater of (i) 1.00% of the principal amount of such note and (ii) the excess of (A) the present value at such redemption date of (1) the redemption price of such note on December 15, 2013 (such redemption price being described in the second paragraph in this “— Optional Redemption” section exclusive of any accrued interest) plus (2) all required remaining scheduled interest payments due on such note through December 15, 2013 (but excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal to the Adjusted Treasury Rate, over (B) the principal amount of such note on such redemption date.

     “Adjusted Treasury Rate” means, with respect to any redemption date, (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after December 15, 2013, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated on the third Business Day immediately preceding the redemption date, plus 0.50%.

     “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the notes from the redemption date to December 15, 2013, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a maturity most nearly equal to 2013.

     “Comparable Treasury Price” means, with respect to any redemption date, if clause (ii) of the Adjusted Treasury Rate is applicable, the average of three, or such lesser number as is obtained by the Trustee, Reference Treasury Dealer Quotations for such redemption date.

     “Quotation Agent” means the Reference Treasury Dealer selected by the Trustee after consultation with the Company.

     “Reference Treasury Dealer” means Credit Suisse Securities (USA) LLC and its successors and assigns and two other nationally recognized investment banking firms selected by the Company that are primary U.S. Government securities dealers.

     “Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day immediately preceding such redemption date.

Tax Redemption

     The Issuer may, at its option, at any time redeem in whole but not in part the notes at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) if it has or would become obligated to pay any Additional Amounts (as defined herein) in respect of the notes as a result of:

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     (a) any change in or amendment to the laws (or regulations promulgated thereunder) of any Taxing Jurisdiction, or

     (b) any change in or amendment to any official position regarding the application or interpretation of such laws or regulations,

and, in the case of either (a) or (b), which change or amendment is announced or is effective on or after the date of the indenture (“Change in Law”). See “— Additional Amounts.” In addition, in the event of any announced or prospective change or amendment, the Issuer may provide notice of such a redemption conditioned upon the effectiveness of such change or amendment. See “— Selection and Notice.”

Additional Amounts

     The indenture provides that payments made by or on behalf of the Issuer under or with respect to the notes will be made free and clear of and without withholding or deduction for or on account of any Taxes imposed or levied by or on behalf of a Taxing Jurisdiction, unless the Issuer, the Company or any Subsidiary Guarantor is required by law to withhold or deduct Taxes from any payment made under or with respect to the notes or by the interpretation or administration thereof. If, as a result of any Change in Law, the Issuer, the Company or any Subsidiary Guarantor is so required to withhold or deduct any amount for or on account of Taxes imposed or levied on behalf of a Taxing Jurisdiction from any payment made under or with respect to the notes, the Issuer, the Company or such Subsidiary Guarantor will pay to each holder of notes that are outstanding on the date of the required payment, such additional amounts (the “Additional Amounts”) as may be necessary so that the net amount received by such holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such holder would have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a holder of the notes (an “Excluded Holder”):

     (a) with which the Issuer, the Company or such Subsidiary Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment,

     (b) which is subject to such Taxes by reason of its being connected with the relevant Taxing Jurisdiction otherwise than by the mere acquisition, holding or disposition of the notes or the Guarantee or the receipt of payments thereunder,

     (c) which is subject to such Taxes by reason of the holder’s or beneficial owner’s failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, or

     (d) any combination of the above items.

     The Issuer, the Company and the Subsidiary Guarantors will also:

     (a) make such withholding or deduction, and

     (b) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law.

     The Issuer, with respect to payments under the notes, and the Company and the Subsidiary Guarantors, with respect to payments under their Guarantees, will furnish to the Trustee, or cause to be furnished to the Trustee, within 60 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts or other documents evidencing that such payment has been made by the Issuer, the Company or any such Subsidiary Guarantor or if no tax receipt is issued by the relevant taxing authority, other documents informing the Trustee that such payment has been made. The Trustee shall make such evidence available upon the written request of any holder of the notes that are outstanding on the date of any such withholding or deduction.

     The Issuer, with respect to payments under the notes, and the Company and the Subsidiary Guarantors, with respect to payments under their Guarantees, will indemnify and hold harmless each holder of notes that are outstanding on the date of the required payment (other than an Excluded Holder) and upon written request reimburse each such holder for the amount of:

     (a) any Taxes so levied or imposed by or on behalf of a Taxing Jurisdiction as a result of a Change in Law and paid by such holder as a result of payments made under or with respect to the notes and any liability (including penalties, interest and expense) arising therefrom or with respect thereto, and

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     (b) any Taxes imposed with respect to any reimbursement under clause (a) above so that the net amount received by such holder after such reimbursement will not be less than the net amount such holder would have received if such reimbursement had not been imposed.

     At least 30 days prior to each date on which any payment under or with respect to the notes is due and payable, if the Issuer, the Company or any such Subsidiary Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Issuer, the Company or such Subsidiary Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the holders of the notes on the payment date. Whenever in the indenture there is mentioned, in any context:

     (a) the payment of principal (and premium, if any),

     (b) purchase prices in connection with a repurchase of notes,

     (c) interest, or

     (d) any other amount payable on or with respect to any of the notes,

such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

     Except as described below under the captions “— Repurchase at the Option of Holders — Change of Control” and “— Asset Sales,” the Issuer is not required to make mandatory redemption or sinking fund payments or offers to purchase with respect to the notes. The Issuer, the Company or any Subsidiary of the Company may at any time and from time to time purchase notes in the open market or otherwise.

Selection and Notice

     If less than all of the notes are to be redeemed at any time, the Trustee will select the notes for redemption as follows:

• if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or

• if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

     No notes of $1,000 or less will be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address. Notices of redemption may not be conditional; provided, however, that any notice of redemption with respect to a tax redemption as described under “— Tax Redemption” above may be given conditional on an announced or prospective change or amendment set forth in clause (a) or (b) under “— Tax Redemption” actually becoming effective.

     If any note is to be redeemed in part only, the notice of redemption that relates to such note shall state the portion of the principal amount of that note to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder thereof upon cancellation of the original note. On and after the redemption date, unless the Issuer defaults in the payment of the redemption price, interest and Additional Interest, if any, will cease to accrue on the principal amount of the notes or portions of notes called for redemption and for which funds have been set aside for payment.

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Repurchase at the Option of Holders

     Change of Control

     Upon the occurrence of a Change of Control, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all of the outstanding notes as described under “Optional Redemption,” each holder of notes will have the right to require the Issuer to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such holder’s notes pursuant to the offer described below at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all of the outstanding notes as described under “Optional Redemption,” the Issuer will mail a notice to each holder with a copy to the Trustee (the “Change of Control Offer”) stating:

• that a Change of Control has occurred and that such holder has the right to require the Issuer to purchase such holder’s notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest on the relevant interest payment date);

• the circumstances and relevant facts regarding such Change of Control;

• the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and

• the instructions, as determined by the Issuer, consistent with the covenant described hereunder, that a holder must follow in order to have its notes purchased.

     The Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Issuer and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

     A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

     On a date that is at least 30 but no more than 60 days from the date on which the Issuer mails notice of the Change of Control (the “Change of Control Payment Date”), the Issuer will, to the extent lawful:

• accept for payment all notes or portions thereof properly tendered pursuant to the Change of Control Offer;

• deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions thereof so tendered; and

• deliver or cause to be delivered to the Trustee the notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of notes or portions thereof being purchased by the Issuer.

     The paying agent will promptly mail to each holder of notes so tendered the Change of Control Payment for such notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each such new note will be in a principal amount of $1,000 or an integral multiple thereof. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

     The Change of Control purchase feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of the Company (and therefore, the Issuer) and thus the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Issuer and the initial purchasers. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the indenture, but that could increase the amount of Indebtedness outstanding at such time or

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otherwise affect our capital structure or credit ratings. Restrictions on our ability to Incur additional Indebtedness are contained in the covenants described below under the captions “— Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”, “— Liens” and “— Sale and Leaseback Transactions.” Such restrictions can only be waived with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding. Except for the limitations contained in such covenants, however, the indenture will not contain any covenants or provisions that may afford holders of the notes protection in the event of a highly leveraged transaction.

     The definition of “Change of Control” includes a phrase relating to the sale, conveyance, transfer, lease or other disposition of “all or substantially all” of the assets of the Company and its Subsidiaries, taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Issuer to repurchase such notes as a result of a sale, conveyance, transfer, lease or other disposition of less than all of the assets of the Company and its Subsidiaries, taken as a whole, to another Person may be uncertain.

     The provisions under the indenture relating to the Issuer’s obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of the notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the notes).

Asset Sales

     The indenture provides that the Company may not, and may not permit any of its Restricted Subsidiaries to, make any Asset Sale unless:

• the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Company) of the assets or Equity Interests issued or sold or otherwise disposed of; and

• at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents;

provided that the amount of:

• any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Guarantee thereof) that are assumed by the transferee of any such assets pursuant to any arrangement releasing the Company or such Restricted Subsidiary from further liability; and

• any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in that conversion),

will be deemed to be cash for purposes of this provision.

     Within 365 days after the receipt of any Net Proceeds from an Asset Sale by the Company or a Restricted Subsidiary, the Company or such Restricted Subsidiary may apply such Net Proceeds at its option:

• to permanently reduce secured or equally-ranked Indebtedness of the Company, the Issuer or any Guarantor (and to correspondingly reduce commitments with respect thereto);

• to permanently reduce Indebtedness of a Restricted Subsidiary that is not a Guarantor (and to correspondingly reduce commitments with respect thereto), other than Indebtedness owed to the Company, the Issuer or another Subsidiary; or

• to the making of a capital expenditure or the acquisition of a controlling interest in another business or other assets, in each case, that are used or useful in a Similar Business or that replace the assets that are the subject of such Asset Sale.

Pending the final application of any such Net Proceeds, the Company or a Restricted Subsidiary may temporarily reduce Indebtedness under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the indenture.

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     Any Net Proceeds from Asset Sales that are not applied or invested (by election or as a result of the passage of time) as provided in the first sentence of the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Issuer will be required to make an offer (an “Asset Sale Offer”) to all holders of notes and all holders of other Indebtedness that is equally-ranked with the notes, and containing provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount of notes and such other equally-ranked indebtedness that may be purchased out of the Excess Proceeds. The offer price for such Asset Sale Offer shall be an amount in cash equal to 100% of the principal amount thereof (or, in the event such equally-ranked indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (or, in respect of equally ranked indebtedness, such lesser price, if any, as may be provided for by the terms of such equally-ranked indebtedness), in accordance with the procedures set forth in the indenture and the instrument or instruments governing such other equally-ranked Indebtedness, respectively. To the extent that the aggregate amount of notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company and its Restricted Subsidiaries may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes surrendered by holders thereof exceeds the amount of the Excess Proceeds, the Trustee will select the notes to be purchased on a pro rata basis based upon principal balance. Upon completion of such offer to purchase, the amount of Excess Proceeds will be reset at zero.

     The provisions under the indenture relative to our obligation to make an offer to repurchase the notes as a result of an Asset Sale may be waived or modified with the written consent of the holders of a majority in principal amount of the notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the notes).

     General

     We will comply, to the extent applicable, with the requirements of Section 14(e) of, and Rule 14e-l under, the Exchange Act and any other securities laws and regulations thereunder in connection with the repurchase of the notes as a result of a Change of Control or Asset Sale. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the indenture, we will comply with the applicable securities laws and regulations and shall not be deemed to have breached our obligations under the indenture by virtue of our compliance with such securities laws or regulations.

     The Credit Agreement prohibits us from purchasing any notes upon a Change of Control or an Asset Sale, and also provides that the occurrence of certain change of control events with respect to us would constitute a default thereunder. In the event a Change of Control or Asset Sale occurs at a time when we are prohibited from purchasing the notes, we may seek the consent of our lenders under the Credit Agreement to the purchase of the notes or may attempt to refinance or repay the borrowings that contain such prohibition. If we do not obtain such consent or refinance or repay such borrowings, we will remain prohibited from purchasing the notes. In such case, our failure to offer to purchase the notes would constitute a Default under the indenture, which would, in turn, constitute a default under the Credit Agreement.

     Future Indebtedness that we Incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or an Asset Sale or require the repurchase of such Indebtedness upon a Change of Control or Asset Sale. Moreover, the exercise by the holders of their right to require us to repurchase their notes could cause a default under such Indebtedness, even if the Change of Control or Asset Sale itself does not, due to the financial effect of such repurchase on us. Finally, our ability to pay cash to the holders of the notes following the occurrence of a Change of Control or an Asset Sale may be limited by our then existing financial resources. See “Risk Factors — Risks Related to the Exchange Notes and Our Indebtedness — The exchange notes will be subject to a change of control provision, and we may not have the ability to raise the funds necessary to fulfill our obligations under the notes following a change of control.”

Certain Covenants

     Restricted Payments

     The indenture provides that the Company may not, and may not permit any of its Restricted Subsidiaries to, directly or indirectly,

     (1) declare or pay any dividend on, or make any other payment or distribution in respect of, its Equity Interests (including any dividend or distribution payable in connection with any merger, consolidation or amalgamation involving the Company or any Restricted Subsidiary) or similar payment to the direct or indirect holders thereof in their capacity as such (other than any dividends or distributions payable solely in its Equity Interests (other than Disqualified Stock) and dividends or distributions payable to the

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Company or any Restricted Subsidiary (and, if such Restricted Subsidiary has stockholders other than the Company or other Restricted Subsidiaries, to its other stockholders on no more than a pro rata basis);

     (2) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company held by any Person or any Equity Interests of any Restricted Subsidiary held by any Affiliate of the Company (in each case other than held by the Company or a Restricted Subsidiary), including in connection with any merger, consolidation or amalgamation and including the exercise of any option to exchange any Equity Interests (other than into Equity Interests of the Company that are not Disqualified Stock);

     (3) make any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to the scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Indebtedness that is subordinated to the notes or any Guarantee thereof (other than the purchase, repurchase or other acquisition of such Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition); or

     (4) make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

     (a) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and

     (b) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in paragraph (a) under the caption “— Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” and

     (c) such Restricted Payment, together with the aggregate of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the date of the indenture (excluding Restricted Payments permitted by clauses (2) through (9) of the next succeeding paragraph), is, at the time of determination, less than the sum of:

     (A) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the fiscal quarter commencing October 1, 2009 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

     (B) 100% of the aggregate net cash proceeds received by the Company from the issuance or sale of its Equity Interests (other than Disqualified Stock) subsequent to the date of the indenture (other than an issuance or sale to a Subsidiary of the Company) and 100% of any cash capital contribution received by the Company from its shareholders subsequent to the date of the indenture, plus

     (C) the amount by which the principal amount of any Indebtedness of the Company or a Restricted Subsidiary is reduced upon the conversion or exchange (other than by a Restricted Subsidiary) subsequent to the date of the indenture of any Indebtedness of the Company or a Restricted Subsidiary convertible or exchangeable for Equity Interests (other than Disqualified Stock) of the Company (less the amount of any cash, or the fair value of any other property, distributed by the Company or a Restricted Subsidiary upon such conversion or exchange); provided, however, that the foregoing amount shall not exceed the net cash proceeds received by the Company or any Restricted Subsidiary from the sale of such Indebtedness (excluding net cash proceeds from sales to a Restricted Subsidiary; plus

     (D) the amount equal to the sum of (x) the net reduction in the Restricted Investments made by the Company or any Restricted Subsidiary in any Person resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realized on the sale or other disposition of such Investment and proceeds representing the return of capital (excluding dividends and distributions to the extent included in Consolidated Net Income), in each case realized by the Company or any Restricted Subsidiary, and (y) in the event that any Unrestricted Subsidiary is re-designated as a Restricted Subsidiary, the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum will not exceed, in the case of any such Person, the amount of Restricted Investments previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary.

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The foregoing provisions will not prohibit:

     (1) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the indenture;

     (2) any Restricted Payment made in exchange for, or with the net cash proceeds from, the substantially concurrent sale of Equity Interests of the Company (other than any Disqualified Stock and other than Equity Interests issued or sold to a Subsidiary of the Company) or a substantially concurrent cash capital contribution received by the Company from its shareholders; provided that the net cash proceeds from such sale or such cash capital contribution (to the extent so used for such Restricted Payment) shall be excluded from clause (4)(c)(B) of the preceding paragraph;

     (3) the defeasance, redemption, repurchase, retirement or other acquisition of subordinated Indebtedness in exchange for, or with the net cash proceeds from, an Incurrence of Permitted Refinancing Debt;

     (4) so long as no Default has occurred and is continuing, the redemption, repurchase, retirement or other acquisition for value of any Equity Interests of the Issuer, the Company or any Restricted Subsidiary of the Company held by employees, former employees, directors, former directors, consultants or former consultants of the Company (or any of its Subsidiaries); provided that the aggregate amount of such repurchases and other acquisitions (excluding amounts representing cancellation of Indebtedness) shall not exceed $10.0 million in any fiscal year and $25.0 million in the aggregate (in each case plus the amount of net cash and proceeds received by the Company and its Restricted Subsidiaries (a) in respect of “key-man” life insurance and (b) from the issuance of Equity Interests by the Company to members of management of the Company and its Subsidiaries, to the extent that those amounts did not provide the basis for any previous Restricted Payment);

     (5) payments of dividends on Disqualified Stock issued pursuant to the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

     (6) repurchases of Capital Stock deemed to occur upon exercise of stock options if such Capital Stock represents a portion of the exercise price of such options;

     (7) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of the covenant described under this caption (as determined in good faith by the Board of Directors);

     (8) payments of intercompany subordinated Indebtedness, the Incurrence of which was permitted under clause (5) of paragraph (b) of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

     (9) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to provisions similar to those described under the captions “Repurchase at the Option of Holders — Change of Control” and “Repurchase at the Option of Holders — Asset Sales”; provided that all notes tendered by holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value; or

     (10) Restricted Payments in an amount which, when taken together with all Restricted Payments previously made pursuant to this clause (10) and then outstanding, does not exceed $25.0 million.

     The amount of all Restricted Payments (other than cash) will be the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) on the date of the Restricted Payment of the assets proposed to be transferred by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.

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     As of the date of this prospectus, all of the Subsidiaries of the Company will be Restricted Subsidiaries, except for (i) We the People USA, Inc. and We the People, LLC, each of which has been designated an Unrestricted Subsidiary, and (ii) each of DFS Acquisition Services, Inc., Military Financial Services, LLC and Dealers’ Financial Services, LLC, each of which is expected to become a Guarantor shortly after the completion of the exchange offer. The Company and the Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time pursuant to the covenant described under “— Restricted Payments” or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

     Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

     (a) The indenture provides that the Company may not, and may not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Debt) and the Company may not issue any Disqualified Stock and may not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Issuer, the Company and any Subsidiary Guarantor may Incur Indebtedness (including Acquired Debt) and the Company may issue shares of Disqualified Stock and the Issuer and any Subsidiary Guarantor may issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net cash proceeds therefrom, including the effect of acquisitions or repayments or redemptions of Indebtedness to be funded by such proceeds), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, at the beginning of such four-quarter period.

     (b) The foregoing provisions do not apply to:

     (1) the Incurrence by the Company, the Issuer or any Restricted Subsidiary (including any Guarantees thereof) of Indebtedness pursuant to Credit Facilities in an aggregate principal amount not to exceed as of any date of Incurrence the sum of (A) $250.0 million, plus (B) in the event of any refinancing of any such Indebtedness, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing;

     (2) the Incurrence by the Issuer, the Company and the Subsidiary Guarantors of Indebtedness represented by the notes (other than any Additional Notes) and the related Guarantees and the exchange notes and the related Guarantees to be issued pursuant to the registration rights agreement;

     (3) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness (including Capital Lease Obligations, mortgage financings or purchase money obligations) Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property (real or personal), plant or equipment used in the business of the Company or such Restricted Subsidiary that, added to all other Indebtedness Incurred pursuant to this clause (3) and then outstanding, will not exceed the greater of $25.0 million and 2.5% of Total Assets;

     (4) the Incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Debt in exchange for, or the net cash proceeds of which are used to extend, refinance, renew, replace, defease or refund, Indebtedness that was Incurred pursuant to paragraph (a) or pursuant to clause (2), (9) or this clause (4);

     (5) the Incurrence of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that (1) any such Indebtedness owing by the Company, the Issuer or a Subsidiary Guarantor to a Restricted Subsidiary that is not a Guarantor is expressly subordinated to the payment in full of all obligations with respect to the notes, in the case of the Issuer, or the Guarantees of the notes, in the case of a Guarantor, and (2)(A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company, the Issuer or a Restricted Subsidiary thereof and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be;

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     (6) Guarantees by the Company or any Restricted Subsidiary of Indebtedness of the Company or any Restricted Subsidiary otherwise permitted hereunder so long as such Restricted Subsidiary giving such Guarantee could have Incurred the Indebtedness that is being Guaranteed;

     (7) the Incurrence by the Company or any of its Subsidiaries of Hedging Obligations that are Incurred for the purpose of fixing or hedging (A) interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of this indenture to be outstanding or (B) currency exchange risk in connection with existing financial obligations and not for purposes of speculation;

     (8) the Incurrence by the Company or any of its Subsidiaries of Earn-out Obligations in an aggregate amount not to exceed $10.0 million at any time outstanding;

     (9) the Incurrence of Existing Indebtedness (other than Indebtedness described in clause (1), (2) or (5) of this covenant);

     (10) the Incurrence of obligations in respect of letters of credit, bank guarantees, performance, bid and surety bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

     (11) the Incurrence by the Company or any of its Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within two business days of its Incurrence;

     (12) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Company or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the Company or any Restricted Subsidiary or merged or amalgamated into the Company or a Restricted Subsidiary in accordance with the terms of the indenture; provided, either:

     (A) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant, or

     (B) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries is equal to or greater than such ratio immediately prior to such acquisition, merger or amalgamation;

     (13) Indebtedness of Foreign Subsidiaries that, when added together with any other Indebtedness incurred under this clause (13) and then outstanding, will not exceed $25.0 million;

     (14) the Incurrence by a Receivables Subsidiary of Indebtedness in connection with a Qualified Receivables Transaction in an aggregate principal amount that, when added to all other Indebtedness pursuant to this clause (14) and then outstanding, will not exceed $25.0 million and that is without recourse (other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction) to the Company or any of its Restricted Subsidiaries or any of their respective assets and that is not Guaranteed by the Company or any of its Restricted Subsidiaries;

     (15) Indebtedness of the Company or any Restricted Subsidiary consisting of the financing of insurance premiums in the ordinary course of business;

     (16) Indebtedness consisting of promissory notes or similar Indebtedness issued by the Company or any Restricted Subsidiary to current, future or former officers, directors and employees thereof, or to their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Company or a Restricted Subsidiary to the extent described in clause (4) of the second paragraph under the caption “Restricted Payments”;

     (17) Indebtedness incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures of the Company or any Restricted Subsidiary not in excess of $15.0 million at any time outstanding; and

     (18) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness, or issuance of Disqualified Stock (in addition to Indebtedness or Disqualified Stock permitted by any other clause of this paragraph) in an aggregate principal amount (or

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accreted value, as applicable) that, when added to all other Indebtedness Incurred pursuant to this clause (18) and then outstanding, will not exceed $15.0 million.

     (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (1) through (18) of the immediately preceding paragraph or under paragraph (a) of this covenant, the Company shall, in its sole discretion, divide and classify such item of Indebtedness in any manner that complies with this covenant and will only be required to include the amount and type of such Indebtedness in one of such clauses or pursuant to paragraph (a) of this covenant, and may re-classify any such item of Indebtedness from time to time among such clauses or the first paragraph of this covenant, so long as such item meets the applicable criteria for such category. For avoidance of doubt, Indebtedness may be classified as Incurred in part pursuant to one of the clauses (1) through (18) above, and in part under one or more other clauses or under paragraph (a) of this covenant. Indebtedness outstanding on the date of the indenture under the Credit Agreement shall be treated as Incurred pursuant to clause (1) above.

     For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

     The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

     Accrual of interest and dividends, accretion of accreted value, issuance of securities paid-in-kind, amortization of original issue discount, changes to amounts outstanding in respect of Hedging Obligations solely as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder shall not be deemed to be an Incurrence of Indebtedness for purposes of this covenant.

     Liens

     The indenture provides that the Company may not, and may not permit the Issuer or any Guarantor to, directly or indirectly, Incur or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of a Subsidiary), whether now owned or hereafter acquired, securing any Indebtedness (the “Initial Lien”) without effectively providing that the notes, or in the case of an Initial Lien on any property or assets of any Guarantor, the Guarantee of such Guarantor, shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured.

     Any such Lien thereby created in favor of the notes or any Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of each Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of the indenture or (iii) any sale, exchange or transfer otherwise permitted pursuant to the indenture to any Person other than the Company or a Restricted Subsidiary of the property or assets secured by such Initial Lien.

     Dividend and Other Payment Restrictions Affecting Subsidiaries

     The indenture provides that the Company may not, and may not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

     (1) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries with respect to its Capital Stock or any other interest or participation in, or measured by, its profits;

     (2) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

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     (3) make any loans or advances to the Company or any of its Restricted Subsidiaries; or

     (4) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

However, the foregoing restrictions do not apply to encumbrances or restrictions existing under or by reason of:

     (1) any agreements in effect or entered into on the date of the indenture, including agreements governing existing Indebtedness as in effect on the date of the indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the agreements governing such Indebtedness as in effect on the date of the indenture;

     (2) the Credit Agreement as in effect as of the date of the indenture (giving effect to any amendment effected prior to or as of the date of the indenture), and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof and any additional Credit Facilities permitted under the Indenture; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or additional facilities are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Credit Agreement as in effect on the date of the indenture;

     (3) the indenture, the notes and the Guarantees;

     (4) applicable law and any applicable rule, regulation or order;

     (5) customary non-assignment provisions in leases, licenses or other agreements entered into in the ordinary course of business;

     (6) purchase money obligations that impose restrictions of the nature described in clause (4) of the preceding sentence on the property so acquired;

     (7) any agreement for the sale or other disposition of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of Equity Interests or assets of such Subsidiary;

     (8) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

     (9) Liens that limit the right of Company or any of its Subsidiaries to dispose of the asset or assets subject to such Lien;

     (10) customary provisions in partnership, joint venture, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;

     (11) Permitted Refinancing Debt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

     (12) any such encumbrance or restriction with respect to any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to an agreement governing Indebtedness incurred by such Restricted Subsidiary, (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially more restrictive to the holders of the notes than the encumbrances and restrictions contained in the agreements described in clauses (1) and (2) above (as determined in good faith by the Company), or (ii) if such encumbrance or restriction is not materially more restrictive to the holders of the notes than is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction will not materially affect the Company’s ability to make the principal or interest payments on the notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness;

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     (13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and

     (14) restrictions created in connection with any Qualified Receivables Transaction that, in the good faith determination of the Board of Directors of the Company, are customary and necessary to effect that Qualified Receivables Transaction.

     Merger, Consolidation or Sale of Assets

     (a) The Company. The indenture provides that the Company may not, in any transaction or series of related transactions amalgamate, consolidate or enter into a statutory plan of arrangement with or merge with or into (whether or not the Company survives), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of the property and assets of the Company and its Subsidiaries, taken as a whole, to any Person, unless:

     (1) either:

     (A) if the transaction or series of transactions is a consolidation of the Company with or a merger, amalgamation or statutory plan of arrangement of the Company with or into any other Person, the Company shall be the surviving Person of such merger, consolidation, amalgamation or statutory plan of arrangement; or

     (B) the Person formed by any consolidation, merger, amalgamation or statutory plan of arrangement with or into the Company, or to which all or substantially all of the properties and assets of the Company and its Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States, any state thereof or the District of Columbia, and such Person shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Company under the notes and the indenture and, in each case, the indenture, as so supplemented, shall remain in full force and effect; and

     (2) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (including any Indebtedness Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; and

     (3) at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable period (but without giving effect to the costs and expenses of such transaction), either (A) the Company or the successor entity to the Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in paragraph (a) of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” or (B) the Company’s Fixed Charge Coverage Ratio would be greater than its Fixed Charge Coverage Ratio immediately prior to giving effect to such transaction.

The foregoing requirements do not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any Subsidiary to any Subsidiary Guarantor, or the consolidation, merger, amalgamation or statutory plan of arrangement of any Subsidiary with or into any other Subsidiary Guarantor or the Company.

     In connection with any consolidation, merger, amalgamation, statutory plan of arrangement, sale, assignment, conveyance, transfer, lease or other disposition contemplated by the foregoing provisions, the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance satisfactory to the Trustee, an Officers’ Certificate stating that such consolidation, merger, amalgamation, statutory plan of arrangement, sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of the indenture and an Opinion of Counsel. Each such Officers’ Certificate shall set forth the manner of determination of the Company’s compliance with clause (3) of the preceding paragraph.

     The successor entity shall succeed to, and be substituted for, and may exercise every right and power of the predecessor company under the indenture, and the predecessor company shall (except in the case of a lease) be released from all its obligations and covenants under the indenture and the notes.

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     (b) The Issuer. The indenture provides that the Issuer may not, in any transaction or series of related transactions, merge or consolidate with or into (whether or not the Issuer survives), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to, any Person, unless:

     (1) either:

     (A) if the transaction or series of transactions is a consolidation of the Issuer with or a merger, amalgamation or statutory plan of arrangement of the Issuer with or into any other Person, the Issuer shall be the surviving Person of such consolidation, merger, amalgamation or statutory plan of arrangement; or

     (B) the Person formed by any consolidation, merger, amalgamation or statutory plan of arrangement with or into the Issuer, or to which all or substantially all of the properties and assets of the Issuer and its Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of Canada or a province or territory thereof and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Issuer under the notes and the indenture and, in each case, the indenture, as so supplemented, shall remain in full force and effect; and

     (2) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (including any Indebtedness Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing.

     The foregoing requirements do not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any Subsidiary to any Subsidiary Guarantor, or the consolidation, merger, amalgamation or statutory plan of arrangement of any Subsidiary with or into any other Subsidiary Guarantor or the Company.

     In connection with any consolidation, merger, amalgamation, statutory plan of arrangement, sale, assignment, conveyance, transfer, lease or other disposition contemplated by the foregoing provisions, the Issuer shall deliver, or cause to be delivered, to the Trustee, in form and substance satisfactory to the Trustee, an Officers’ Certificate stating that such consolidation, merger, amalgamation, statutory plan of arrangement, sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of the indenture and an Opinion of Counsel.

     The successor entity shall succeed to, and be substituted for, and may exercise every right and power of the predecessor company under the indenture, and the predecessor company shall (except in the case of a lease) be released from all its obligations and covenants under the indenture and the notes.

     (c) The Subsidiary Guarantors. The indenture provides that subject to certain limitations in the indenture governing release of a Subsidiary Guarantor upon the sale or disposition of a Restricted Subsidiary that is a Guarantor, each Subsidiary Guarantor may not, in any transaction or series of related transactions merge or consolidate with or into (whether or not such Subsidiary Guarantor survives), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to, any Person, unless either:

     (1) either:

     (A) if the transaction or series of transactions is a consolidation of such Subsidiary Guarantor with or a merger, amalgamation or statutory plan of arrangement of such Subsidiary Guarantor with or into any other Person, such Subsidiary Guarantor shall be the surviving Person of such consolidation, merger, amalgamation or statutory plan of arrangement; or

     (B) the Person formed by any consolidation, merger, amalgamation or statutory plan of arrangement with or into such Subsidiary Guarantor, or to which all or substantially all of the properties and assets of such Subsidiary Guarantor and its Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of such Subsidiary Guarantor’s original jurisdiction of organization and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of such Subsidiary Guarantor under the notes and the indenture and, in each case, the indenture, as so supplemented, shall remain in full force and effect; or

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     (2) the transaction is made in compliance with the covenant described under “Repurchase at the Option of Holders — Asset Sales.”

     The foregoing requirements do not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any Subsidiary to any Subsidiary Guarantor, or the consolidation, merger, amalgamation or statutory plan of arrangement of any Subsidiary with or into any other Subsidiary Guarantor, the Issuer or the Company.

     In connection with any consolidation, merger, amalgamation, statutory plan of arrangement, sale, assignment, conveyance, transfer, lease or other disposition contemplated by clause (1) of the foregoing provisions, such Subsidiary Guarantor shall deliver, or cause to be delivered, to the Trustee, in form and substance satisfactory to the Trustee, an Officers’ Certificate stating that such consolidation, merger, amalgamation, statutory plan of arrangement, sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of the indenture and an Opinion of Counsel.

     The successor entity shall succeed to, and be substituted for, and may exercise every right and power of the predecessor company under the indenture, and the predecessor company shall (except in the case of a lease) be released from all its obligations and covenants under the indenture and the notes.

     Transactions with Affiliates

     The indenture provides that the Company may not, and may not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, exchange, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”), unless:

     (1) such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

     (2) if such Affiliate Transaction involves an amount in excess of $10.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company disinterested with respect to such Affiliate Transaction has determined in good faith that the criteria set forth in clause (1) are satisfied and has approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate; and

     (3) if such Affiliate Transaction or series of related Affiliate Transactions involves an amount in excess of $20.0 million, an opinion as to the fairness to the holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing or is not materially more restrictive to the Company and its Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a person who was not an Affiliate.

     The foregoing provisions will not apply to the following:

     (a) any employment agreement or compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business of the Company or such Restricted Subsidiary;

     (b) transactions between or among the Company and/or its Restricted Subsidiaries;

     (c) the payment of Earn-out Obligations pursuant to agreements entered into at such time as the recipient of such payments was not an Affiliate of the Company or such Restricted Subsidiary;

     (d) any agreement existing on the date of the indenture, as in effect on the date of the indenture, or as modified, amended or amended and restated by any modification, amendment or amendment and restatement made in compliance with the applicable provisions of clauses (1), (2) and (3) above;

     (e) reasonable compensation of, and indemnity arrangements in favor of, directors of the Company and its Subsidiaries;

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     (f) loans or advances to employees in the ordinary course of business of the Company or its Subsidiaries, but in any event not to exceed $2.0 million in the aggregate outstanding at any one time, and cancellation or forgiveness of such loans or advances;

     (g) the issuance or sale of any Equity Interests (other than Disqualified Stock) of the Company;

     (h) Restricted Payments that are permitted by the provisions of the indenture described above under the caption “— Restricted Payments” and Permitted Investments; and

     (i) transfer of accounts receivable, or participations therein, in connection with any Qualified Receivables Transaction.

     Sale and Leaseback Transactions

     The indenture provides that the Company may not, and may not permit any of its Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to any property unless:

     (1) the Company or such Subsidiary would be entitled to (A) Incur Indebtedness in an amount equal to the Attributable Debt relating to such Sale and Leaseback Transaction pursuant to the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and (B) Incur a Lien on such property securing such Attributable Debt without equally and ratably securing the notes pursuant to the covenant described above under the caption “— Liens;”

     (2) the net proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value (as determined in good faith by the Board of Directors of the Company and set forth in an Officers’ Certificate delivered to the Trustee) of the property that is the subject of such Sale and Leaseback Transaction; and

     (3) the transfer of assets in such Sale and Leaseback Transaction is permitted by, and the Company applies the Net Proceeds of such transaction in compliance with, the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales.”

The foregoing provisions do not apply to transactions among the Company and any of the Guarantors, among Guarantors or among Subsidiaries of the Company that are not Guarantors.

Additional Subsidiary Guarantees

     The indenture provides that the Company will cause each Domestic Subsidiary (other than an Unrestricted Subsidiary or a Receivables Subsidiary) that (1) guarantees any Credit Facility of the Company, the Issuer or a Subsidiary Guarantor or (2) Incurs any Ineligible Indebtedness to become a Subsidiary Guarantor, and, if applicable, to execute a Guarantee and deliver an Opinion of Counsel, in accordance with the terms of the indenture; provided that the foregoing provision shall not apply to any Subsidiary to the extent that the Company delivers an Opinion of Counsel stating that such Subsidiary is unable to execute a Guarantee of the notes by reason of any legal or regulatory prohibition or restriction.

SEC Reports

     Whether or not the Issuer is required to file reports with the SEC, for so long as any notes are outstanding, the Issuer will file with the SEC all such reports and other information as it would be required to file with the SEC by Sections 13(a) or 15(d) under the Exchange Act if it were subject thereto; provided that so long as the Company is a Guarantor of the notes (or the exchange notes) and is permitted by the provisions of the Exchange Act, the reports, information and other documents required to be filed and provided as described hereunder may, at the Issuer’s option, be filed by and be those of the Company rather than the Issuer; provided further that the Company shall include in such report, information or other document the information required by Regulation S-X with respect to the Issuer.

     In addition, the Company and the Issuer will furnish to the holders of the notes and to prospective investors, upon request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the notes are not freely transferable under the Securities Act.

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Events of Default and Remedies

     Each of the following is an Event of Default:

     (1) default for 30 days in the payment when due of interest on, or Additional Interest or Additional Amounts, if any, with respect to, the notes;

     (2) default in payment when due of the principal of any note when due at maturity, upon optional redemption, upon required purchase, upon acceleration or otherwise;

     (3) failure by the Company or the Issuer to comply with its obligations under “— Certain Covenants — Merger, Consolidation or Sale of Assets;”

     (4) failure by the Issuer, the Company or any of its Restricted Subsidiaries to comply for 30 days after receipt of notice with the provisions described under the captions “— Repurchase at the Option of Holders — Change of Control” (other than a failure to purchase the notes), “— Asset Sales” (other than a failure to purchase the notes), “— Certain Covenants — Restricted Payments,” “— Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” “— Liens,” “— Dividend and Other Payment Restrictions Affecting Subsidiaries,” “— Transactions with Affiliates,” “— Sale and Leaseback Transactions,” “— Additional Subsidiary Guarantees,” and “— SEC Reports;”

     (5) failure to perform any other covenant or agreement of the Issuer, the Company or any of its Subsidiaries under the indenture or the notes continued for 60 days after written notice to the Company or the Issuer by the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes;

     (6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer, the Company or any of its Significant Subsidiaries (or the payment of which is Guaranteed by the Issuer, the Company or any of its Significant Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the date of the indenture, which default (A) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness on or prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (B) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of $10.0 million (or its foreign currency equivalent);

     (7) failure by the Issuer, the Company or any of its Significant Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $15.0 million (or its foreign currency equivalent), which judgments are not paid, discharged or stayed for a period of 60 days following such judgment becoming final, and in the event such judgment is covered by insurance, any enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

     (8) except as permitted by the indenture, any Guarantee of the notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the notes; and

     (9) certain events of bankruptcy or insolvency with respect to the Issuer, the Company or any of its Significant Subsidiaries.

     If any Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes may declare all the notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer, the Company, any Significant Subsidiary or any group of Subsidiaries that taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable without further action or notice. Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, holders of at least a majority in aggregate principal amount of the then outstanding notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, interest or Additional Interest, if any) if it determines that withholding notice is in their interest.

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     The holders of at least a majority in aggregate principal amount of the notes then outstanding by notice to the Trustee may on behalf of the holders of all of the notes waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Additional Interest, if any, on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration).

     In the event of any Event of Default specified in clause (5) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Senior Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Company delivers an Officer’s Certificate to the Trustee stating that:

     (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

     (2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default;

     (3) the annulment of the acceleration of the notes would not conflict with any judgment or decree of a court of competent jurisdiction; and

     (4) all existing Events of Default, except nonpayment of principal, premium or interest on the notes that became due solely because of the acceleration of the notes, have been cured or waived.

The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the indenture and the Issuer is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

     No director, officer, employee or stockholder of the Issuer or any Guarantor, as such, shall have any liability for any obligations of the Issuer or any Guarantor under the notes, the Guarantees of the notes, the indenture or the registration rights agreement, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the notes. Such waiver may not be effective to waive liabilities under the U.S. federal securities laws, Canadian securities or other corporate laws, and it is the view of the SEC that such a waiver is against public policy.

Governing Law

     The indenture, the Guarantees of the notes, the registration rights agreement and the notes are governed by, and construed in accordance with, the laws of the State of New York without regard to the conflict of laws principles thereof.

Satisfaction and Discharge

     The indenture will be discharged and will cease to be of further effect (except as to surviving rights and immunities of the Trustee and rights of registration and transfer or exchange of Notes, as expressly provided for in the indenture) as to all outstanding notes if:

     (a) (1) the Issuer will have paid or caused to be paid the principal of, premium, if any, interest and Additional Interest, if any, as and when the same will have become due and payable, (2) all outstanding notes (except lost stolen or destroyed notes which have been replaced or paid) have been delivered to the Trustee for cancellation or (3) an irrevocable notice of redemption has been delivered in accordance with the terms of the indenture with respect to all outstanding notes and the Issuer has made an irrevocable deposit with the Trustee, in trust of cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient to pay the principal or premium, if any, interest and Additional Interest, if any, on the outstanding notes on the applicable redemption date;

     (b) the Issuer has paid all other sums payable by it under the indenture; and

     (c) the Issuer has delivered an Officers’ Certificate and an Opinion of Counsel stating that all conditions have been met.

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Defeasance

     The indenture provides that, at the Issuer’s option:

     (1) if applicable, the Issuer will be discharged from any and all obligations in respect of the outstanding notes; or

     (2) if applicable, the Issuer may omit to comply with certain restrictive covenants, and that such omission shall not be deemed to be a Default or an Event of Default under the indenture and the notes;

in either case (1) or (2) upon irrevocable deposit with the Trustee, in trust, of cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent certified public accountants, to pay the principal of, premium, if any, interest and Additional Interest, if any, on the outstanding notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether the notes arc being defeased to Stated Maturity or to a particular redemption date. With respect to clause (2), the obligations under the indenture (other than with respect to such covenants) and the Events of Default (other than the Events of Default relating to such covenants) shall remain in full force and effect.

     Such trust may only be established if, among other things:

     (a) with respect to clause (1), the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Issuer has received from, or there has been published by, each of the Internal Revenue Service and the Canada Revenue Agency a ruling or (B) since the date of the indenture, there has been a change in the applicable United States and Canadian federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; or, with respect to clause (2), the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for United States and Canadian federal income tax purposes as a result of such deposit and defeasance and will be subject to United States and Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

     (b) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

     (c) such deposit, defeasance and discharge or deposit and defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;

     (d) the Issuer must have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds will not be avoidable as a preferential transfer under any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

     (e) the Issuer must have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of the notes over the other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others; and

     (f) the Issuer must have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the indenture relating to the deposit, defeasance and discharge or the deposit and defeasance have been complied with.

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Transfer and Exchange

     A holder may transfer or exchange notes in accordance with the indenture. Upon any transfer or exchange, the registrar of the notes and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a holder to pay any taxes and fees required by law or permitted by the indenture. The Issuer is not required to transfer or exchange any note selected for redemption. Also, the Issuer is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed. The registered holder of a note will be treated as the owner of it for all purposes.

Amendment, Supplement and Waiver

     Except as provided below, the indenture or the notes may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the notes), and any existing default or compliance with any provision of the indenture or the notes may be waived with the consent of the holders of at least a majority in aggregate principal amount of the then outstanding notes (including consents obtained in connection with purchase of, or tender offer or exchange offer for, the notes).

     Without the consent of each holder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting holder):

     (1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

     (2) reduce the principal of, premium, if any, or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption “Repurchase at the Option of Holders” prior to the time at which an obligation to make such an offer has arisen);

     (3) reduce the rate of or change the time for payment of interest or Additional Interest, if any, on any note;

     (4) waive a Default in the payment of principal of, premium, if any, interest or Additional Interest, if any, on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration);

     (5) make any note payable in money other than that stated in the notes;

     (6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, premium, if any, interest or Additional Interest, if any, on the notes;

     (7) release any Guarantor from any of its obligations under its Guarantee or the indenture, except in accordance with the terms of the indenture;

     (8) make any change in the provisions of the Indenture described under “Additional Amounts” that adversely affects the rights of any Noteholder or amend the terms of the Notes or the Indenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder; or

     (9) make any change in the foregoing amendment and waiver provisions.

     Notwithstanding the foregoing, without the consent of any holder of notes, the Issuer and the Trustee may amend or supplement the indenture or the notes to:

     (1) cure any ambiguity, defect or inconsistency or to make a modification of a formal, minor or technical nature or to correct a manifest error;

     (2) provide for uncertificated notes in addition to or in place of certificated notes;

     (3) comply with the covenant relating to mergers, consolidations, amalgamations and sales of assets;

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     (4) provide for the assumption of the Issuer’s, the Company’s or any Subsidiary Guarantor’s obligations to holders of notes in the case of a merger, consolidation or amalgamation or sale of all or substantially all of the Company’s assets;

     (5) add Guarantees with respect to the notes or to secure the notes;

     (6) add to the covenants of the Issuer, the Company or any Subsidiary Guarantor for the benefit of the holders of the notes or surrender any right or power conferred upon the Issuer, the Company or any Subsidiary Guarantor;

     (7) make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the indenture of any such holder;

     (8) comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939, as amended;

     (9) evidence and provide for the acceptance and appointment under the indenture of a successor trustee pursuant to the requirements thereof;

     (10) make any amendment to the provisions of the indenture relating to the transfer and legending of notes as permitted by the indenture, including to facilitate the issuance and administration of the notes; provided, however, that (i) compliance with the indenture as so amended would not result in notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of holders to transfer notes; or

     (11) provide for the issuance of Additional Notes, exchange notes or private notes in accordance with the limitations set forth in the indenture.

     The consent of holders is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

     After an amendment under the indenture becomes effective, we are required to mail to holders of the notes a notice briefly describing such amendment. However, the failure to give such notice to all holders of the notes, or any defect therein, will not impair or affect the validity of the amendment.

Concerning the Trustee

     U.S. Bank National Association is the Trustee under the indenture. We have appointed U.S. Bank National Association as Registrar and Paying Agent with regard to the notes.

     The indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions; provided, however, that if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

     The holders of at least a majority in aggregate principal amount of the then outstanding notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. If an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of the notes, unless such holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense and then only to the extent required by the terms of the indenture.

Book-Entry, Delivery and Form

     Except as set forth below, the exchange notes will be issued in registered, global form in minimum denominations of $1,000 and integral multiples of $1,000.

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     The exchange notes initially will be represented by one or more notes in registered, global form without interest coupons (collectively, the “Global Notes”). The Global Notes will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

     Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to DTC or another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See “— Exchange of Global Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form.

     Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct and indirect participants, which may change from time to time.

     Depository Procedures

     The following description of the operations and procedures of DTC are provided solely as a matter of convenience. These operations and procedures are solely within the control of and are subject to change by them. The Issuer takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

     DTC has advised the Issuer that DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participating organizations and to facilitate the clearance and settlement of transactions in those securities between such participants through electronic book-entry changes in accounts of its participants. The participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTCs system is also available to other entities such as banks, brokers and dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Persons who are not participants may beneficially own securities held by or on behalf of DTC only through participants or indirect participants of DTC. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of its participants and indirect participants.

     DTC has also advised the Issuer that, pursuant to procedures established by it:

     (1) upon deposit of the Global Notes, DTC will credit the accounts of the participants in the exchange offer with portions of the principal amount of the Global Notes; and

     (2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to participants) or by participants and indirect participants (with respect to other owners of beneficial interest in the Global Notes).

     Investors in the Global Notes who are participants may hold their interests therein directly through DTC. Investors in the Global Notes who are not participants may hold their interests therein indirectly through organizations which are participants or indirect participants. All interests in a Global Note may be subject to the procedures and requirements of DTC. The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons will be limited to that extent. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants, the ability of a person holding a beneficial interest in a Global Note to pledge such interest to persons that do not participate in the DTC system, or otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate evidencing such interest.

     Except as described below, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or holders thereof under the indenture for any purpose.

     Payments in respect of the principal of, premium, if any, interest and Additional Interest, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder thereof. Under the terms of the indenture,

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the Issuer and the Trustee will treat the persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Issuer, the Trustee nor any agent of the Issuer or the Trustee has or will have any responsibility or liability for:

     (1) any aspect of DTC’s records or any participant’s or indirect participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any participant’s or indirect participant’s records relating to beneficial ownership interests in the Global Notes; or

     (2) any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

     DTC has advised the Issuer that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by participants and indirect participants to beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of such participants or indirect participants and will not be the responsibility of DTC, the Issuer or the Trustee. Neither the Issuer nor the Trustee will be liable for any delay by DTC or any participants or indirect participants in identifying the beneficial owners of the notes, and the Issuer and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

     Transfers between participants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds.

     DTC has advised the Issuer that it will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its participants.

     Exchange of Global Notes for Certificated Notes

     A Global Note is exchangeable for definitive notes in registered certificated form (“Certificated Notes”) if:

     (1) DTC (a) notifies the Issuer that it is unwilling or unable to continue as depositary for the Global Note or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Issuer fails to appoint a successor depositary within 90 days thereafter;

     (2) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes; or

     (3) there has occurred and is continuing a Default or Event of Default with respect to the notes.

     In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of DTC (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in “Transfer Restrictions,” unless that legend is not required by applicable law.

     Same Day Settlement and Payment

     The Issuer will make payments in respect of any notes represented by a Global Note (including principal, premium, if any, interest and Additional Interest, if any) by wire transfer of immediately available funds to the account or accounts specified by DTC as the registered holder of such Global Note. The notes represented by the Global Notes are expected to be eligible to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds.

Certain Definitions

     Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

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     “Acquired Debt” means with respect to any specified Person:

     (1) Indebtedness of any other Person existing at the time such other Person was merged with or into or became a Subsidiary of such specified Person, including Indebtedness Incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified Person; and

     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person at the time such asset is acquired by such specified Person.

     “Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

     “Administrative Agent” means Wells Fargo Bank, National Association, or any successor thereto, as administrative agent under the Credit Facility.

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

     “Asset Sale” means:

     (1) the sale, lease, transfer, conveyance or other disposition of any assets (including by way of a Sale and Leaseback Transaction) other than sales of inventory in the ordinary course of business consistent with past practices (provided that the sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “— Repurchase at the Option of Holders — Change of Control” and/or the provisions described under the caption “— Certain Covenants — Merger, Consolidation or Sale of Assets” and not by the provisions described under the caption “— Repurchase at the Option of Holders — Asset Sales”); and

     (2) the issue or sale by the Company or any of its Restricted Subsidiaries of Equity Interests of any of the Company’s Restricted Subsidiaries.

     In the case of either clause (1) or (2), whether in a single transaction or a series of related transactions:

     (A) that have a fair market value in excess of $1.0 million; or

     (B) for Net Proceeds in excess of $1.0 million.

     Notwithstanding the foregoing, none of the following will be deemed to be an Asset Sale:

     (1) a transfer of assets by the Company to the Issuer or a Wholly Owned Subsidiary of the Company that is a Guarantor or by a Subsidiary of the Company to the Company, the Issuer or any Restricted Subsidiary of the Company;

     (2) an issuance of Equity Interests by a Subsidiary to the Company or to a Restricted Subsidiary of the Company;

     (3) For purposes of the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales” only, a Restricted Payment that is permitted by the covenant described above under the caption “— Certain Covenants — Restricted Payments” or a Permitted Investment;

     (4) the Incurrence of Permitted Liens and the disposition of assets subject to such Liens by or on behalf of the Person holding such Liens;

     (5) a transfer of accounts receivable, or participations therein, and related rights and assets in connection with any Qualified Receivables Transaction;

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     (6) the sale, transfer or other disposition of overdue and delinquent accounts in the ordinary course of business consistent with past practice;

     (7) any disposition of cash or Cash Equivalents;

     (8) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

     (9) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in the ordinary course of business;

     (10) sales of assets that have become worn out, obsolete or damaged or otherwise unsuitable for use in connection with the business of the Company or any of its Restricted Subsidiaries; and

     (11) the license of patents, trademarks, copyrights and know-how to third Persons in the ordinary course of business.

     “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the total obligations of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

     “Capital Lease Obligation” of any Person means the obligations of such Person to pay rent or other amounts under a lease of (or other Indebtedness arrangements conveying the right to use) real or personal property which are required to be classified and accounted for as a capital lease or a liability on the face of a balance sheet of such Person determined in accordance with GAAP and the amount of such obligations shall be the capitalized amount thereof in accordance with GAAP and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease or other arrangement prior to the first date upon which such lease or other arrangement may be terminated by the lessee without payment of a penalty.

     “Capital Stock” means:

     (1) in the case of a corporation, corporate stock or shares;

     (2) in the case of an association or business entity other than a corporation, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

     (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

     (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of the issuing Person.

     “Cash Equivalents” means:

     (1) marketable direct obligations issued by, or unconditionally Guaranteed by, the United States, Canada or the United Kingdom or issued by any agency thereof and backed by the full faith and credit of the United States, Canada or the United Kingdom, in each case maturing within one year from the date of acquisition;

     (2) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or banker’s acceptances having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States, Canada or the United Kingdom or any state thereof having combined capital and surplus of not less than $500,000,000;

     (3) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition;

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     (4) repurchase obligations of any financial institution satisfying the requirements of clause (2) of this definition, having a term of not more than 30 days, with respect to securities issued or fully Guaranteed or insured by the United States, Canadian or the United Kingdom government;

     (5) securities with maturities of one year or less from the date of acquisition issued or fully Guaranteed by any state, commonwealth, province or territory of the United States, Canada or the United Kingdom, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, province, territory, political subdivision, taxing authority or foreign government (as the case may be) have the highest rating obtainable from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.;

     (6) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any financial institution satisfying the requirements of clause (2) of this definition;

     (7) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (1) through (6) of this definition; and

     (8) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

     “Change of Control” means the occurrence of any of the following:

     (1) the sale, conveyance, transfer, lease or other disposition (other than by way of merger, consolidation or amalgamation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act);

     (2) the adoption of a plan relating to the liquidation or dissolution of the Company or the Issuer;

     (3) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the consummation of any transaction (including any merger, consolidation or amalgamation) the result of which is that any “person” (as defined above), becomes the “beneficial owner” (as such term is defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (3) such person shall be deemed to have “beneficial ownership” of all shares that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the voting stock or shares of the Company or the Issuer;

     (4) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; or

     (5) the Company ceases to own, directly or indirectly, all the voting stock or shares of the Issuer (other than in connection with a merger or amalgamation of the Company into the Issuer permitted by the indenture).

     “Company” means Dollar Financial Corp., a Delaware corporation and an indirect parent of the Issuer.

     “Consolidated Cash Flow” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period plus:

     (1) an amount equal to any extraordinary or non-recurring loss, to the extent that such losses were deducted in computing such Consolidated Net Income; plus

     (2) an amount equal to any net loss realized in connection with an Asset Sale, the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness by such Person or its Restricted Subsidiaries, to the extent such losses were deducted in computing such Consolidated Net Income; plus

     (3) provision for taxes based on income or profits or capital of such Person and its Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

     (4) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including amortization of original issue discount, non-cash interest payments, the interest component of

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any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges Incurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant to interest rate Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus

     (5) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) to the extent deducted in computing such Consolidated Net Income; plus

     (6) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with the Transactions; plus

     (7) write offs, write downs or impairment of goodwill or other intangible assets, unrealized mark-to-market losses, and other non-cash charges (excluding any such other non-cash charge to the extent that it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent deducted in computing such Consolidated Net Income;

     minus

     (8) all non-cash items to the extent that such non-cash items increased Consolidated Net Income for such period (excluding the recognition of deferred revenue or any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period and any items for which cash was received in a prior period).

     Notwithstanding the foregoing, the provision for taxes based on income or profits of, and the depreciation and amortization and other non-cash charges of, a Restricted Subsidiary of a Person shall be added to Consolidated Net Income to compute Consolidated Cash Flow only to the extent (and in the same proportion) that the Net Income of such Restricted Subsidiary was included in calculating the Consolidated Net Income of such Person.

     “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that:

     (1) the Net Income of any Person that is not a Restricted Subsidiary of such Person, or that is accounted for by the equity method of accounting shall be included, but only to the extent of the amount of dividends or distributions that have been distributed in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period;

     (2) the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders, unless such restriction has been legally waived; and

     (3) the cumulative effect of a change in accounting principles shall be excluded.

     “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who (1) was a member of such Board of Directors on the date of the indenture or (2) was nominated for election or elected to such Board of Directors with the approval, recommendation or endorsement of a majority of the directors who were members of such Board of Directors on the date of the indenture or whose nomination or election to the Board of Directors was previously so approved.

     “Credit Agreement” means the Amended and Restated Credit Agreement, dated as of October 30, 2006 and as amended and restated as of December 23, 2009, by and among the Company, the Issuer, Dollar Financial U.K. Limited, the several lenders from time to time parties thereto, and Wells Fargo Bank, National Association, as administrative agent and as security trustee, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, as amended up to and including the date of the indenture.

     “Credit Facility” means one or more debt facilities, including the Credit Agreement, or other financing arrangements (including commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith,

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and in each case, as amended, extended, renewed, restated, supplemented, replaced (whether or not upon termination and whether with the original lenders, institutional investors or otherwise), refinanced (including through the issuance of debt securities), restructured or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Indebtedness incurred to refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Facility or a successor Credit Facility, whether by the same or any other agent, lender or group of lenders (or institutional investors).

     “Default” means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

     “Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:

     (1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

     (2) is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock convertible or exchangeable solely at the option of the Company or a Subsidiary; provided that any such conversion or exchange will be deemed an Incurrence of Indebtedness or Disqualified Stock, as applicable); or

     (3) is redeemable at the option of the holder thereof, in whole or in part,

in the case of each of clauses (1), (2) and (3), on or prior to the 91st day after the Stated Maturity of the notes; provided that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring on or prior to the 91st day after the Stated Maturity of the notes will not constitute Disqualified Stock if the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the provisions of the covenants described under the caption “Repurchase at the Option of Holders — Change of Control” and “— Asset Sales” are to the holders.

     “Domestic Subsidiary” means any Subsidiary of the Company other than a Foreign Subsidiary.

     “Earn-out Obligations” means contingent payment obligations of the Company or any of its Subsidiaries Incurred in connection with the acquisition of assets or businesses, which obligations are payable based on the performance of the assets or businesses so acquired; provided that the amount of such obligations outstanding at any time shall be measured by the maximum amount potentially payable thereunder without regard to performance criteria, the passage of time or other conditions.

     “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for Capital Stock).

     “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

     “Existing Convertible Notes” means the Company’s 2.875% senior convertible notes due 2027.

     “Existing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries outstanding on the date of the indenture until such Indebtedness is repaid.

     “Fixed Charge Coverage Ratio” means with respect to any Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Company or any of its Restricted Subsidiaries Incurs or redeems any Indebtedness (other than revolving credit borrowings) or issues or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence or redemption of Indebtedness, or such issuance or redemption of Preferred Stock (including the application of any proceeds therefrom), as if the same had occurred at the beginning of the applicable four-quarter reference period. In addition, for purposes of making the computation referred to above:

     (1) acquisitions that have been made by the Company or any of its Restricted Subsidiaries, including through mergers, consolidations or amalgamations and including any related financing transactions, during the four-quarter reference period or

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subsequent to such reference period and on or prior to the Calculation Date shall be deemed to have occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated to include the Consolidated Cash Flow of the acquired entities (adjusted to exclude (A) the cost of any compensation, remuneration or other benefit paid or provided to any employee, consultant, Affiliate or equity owner of the acquired entities to the extent such costs are eliminated and not replaced and (B) the amount of any reduction in general, administrative or overhead costs of the acquired entities, in each case, as determined in good faith by an officer of the Company);

     (2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded; and

     (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the referent Person or any of its Restricted Subsidiaries following the Calculation Date.

     “Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication:

     (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges Incurred in respect of letter of credit or bankers’ acceptance financings, and net payments and receipts (if, any) pursuant to interest rate Hedging Obligations); and

     (2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; and

     (3) any interest expense on Indebtedness of another Person to the extent that such Indebtedness is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on the assets of such Person or one of its Restricted Subsidiaries (whether or not such Guarantee or Lien is called upon); and

     (4) the product of (A) all cash dividend payments (and non-cash dividend payments in the case of a Person that is a Restricted Subsidiary) on any series of Preferred Stock of such Person, times (B) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP;

provided, however, that such fixed charges shall not include any non-cash interest expense attributable to the application of ASC 470-20 (formerly FSP APB 14-1) or any successor provision providing for the periodic recognition as interest expense of the excess of the principal amount of a liability over the related carrying value.

     “Foreign Subsidiary” means any Subsidiary of the Company incorporated or organized in a jurisdiction other than Canada, the United States, any state or province thereof or the District of Columbia.

     “GAAP” means generally accepted accounting principles in the United States of America as in effect on the date of the indenture, including those set forth in:

     (1) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;

     (2) the statements and pronouncements of the Financial Accounting Standards Board;

     (3) such other statements by such other entity as have been approved by a significant segment of the accounting profession; and

     (4) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

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     “Guarantee” by any Person means any obligation, contingent or otherwise, of such Person guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person to:

     (1) purchase or pay (or advance or supply funds for the purchase or payment) of such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness;

     (2) purchase property, securities or services for the purposes of assuring the holder of such Indebtedness of the payment of such Indebtedness; or

     (3) maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness;

provided, however, that the Guarantee by any Person shall not include endorsements by such Person for collection or deposit, in either case, in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

     “Guarantors” means the Company and each of the Subsidiary Guarantors.

     “Incur” means, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume (pursuant to a merger, consolidation, amalgamation, acquisition or other transaction), Guarantee or otherwise become liable in respect of such Indebtedness or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Indebtedness or other obligation on the balance sheet of such Person (and “Incurrence” and “Incurred” shall have meanings correlative to the foregoing); provided, however, that a change in GAAP that results in an obligation of such Person that exists at such time becoming Indebtedness shall not be deemed an Incurrence of such Indebtedness; provided, further, that the accretion of original issue discount on Indebtedness shall not be deemed to be an Incurrence of Indebtedness. Indebtedness otherwise Incurred by a Person before it becomes a Subsidiary of the Company shall be deemed to have been Incurred at the time it becomes such a Subsidiary.

     “Indebtedness” means (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent:

     (1) every obligation of such Person for money borrowed, including in each case, premium, interest (including interest accruing subsequent to the filing of, or which would have accrued but for the filing of, a petition for bankruptcy, whether or not such interest is an allowable claim in such bankruptcy proceeding), fees and expenses related thereto;

     (2) every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments;

     (3) every reimbursement obligation of such Person with respect to letters of credit, banker’s acceptances or similar facilities issued for the account of such Person, other than obligations with respect to letters of credit securing obligations, other than obligations referred to in clauses (1), (2) and (5), entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the 10th day following payment on the letter of credit;

     (4) every obligation of such Person issued or assumed as the deferred purchase price of property or services (but excluding trade payables, credit on open account, provisional credit, accrued liabilities or similar terms arising in the ordinary course of business which are not overdue or which are being contested in good faith; provided that Earn-out Obligations shall not constitute Indebtedness if, at the time of closing the relevant transaction, the amount of any such Earn-out Obligation is not determinable and, to the extent such Earn-out Obligation thereafter becomes fixed and determined the amount is paid within 30 days thereafter);

     (5) every Capital Lease Obligation of such Person;

     (6) the maximum fixed redemption or repurchase price of Disqualified Stock of such Person at the time of determination plus accrued but unpaid dividends;

     (7) every net payment obligation of such Person under interest rate swap, cap, collar or similar agreements or foreign currency hedge, exchange or similar agreements of such Person (collectively, “Hedging Obligations”); and

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     (8) every obligation of the type referred to in clauses (1) through (7) of another Person the payment of which, in either case, such Person has Guaranteed or is liable, directly or indirectly, as obligor, guarantor or otherwise, to the extent of such Guarantee or other liability.

     “Ineligible Indebtedness” means Indebtedness in the form of, or represented by, bonds (other than surety bonds, indemnity bonds, performance bonds or bonds of a similar nature) or other securities that is, or may be, quoted, listed or purchased and sold on any stock exchange, automated trading system or over-the-counter or other securities market (including, without prejudice to the generality of the foregoing, the market for securities eligible for resale pursuant to Rule 144A under the Securities Act).

     “Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of direct or indirect loans (including Guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commissions, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided that an acquisition of assets, Equity Interests or other securities by the Company for consideration consisting of common equity securities of the Company shall not be deemed to be an Investment. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that after giving effect to any such sale or disposition, such Person is no longer a direct or indirect Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “Certain Covenants — Restricted Payments”:

     (1) Investments shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

     (a) the Company’s “Investment” in such Subsidiary at the time of such redesignation; less

     (b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

     (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer.

     The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Company or a Restricted Subsidiary in respect of such Investment.

     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, encumbrance or hypothecation of any kind in respect of that asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any other agreement to give a security interest in and any filing of any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

     “MFS Acquisition” means the acquisition on December 23, 2009 by a wholly owned subsidiary of Dollar Financial Group, Inc. of all of the membership interests in Military Financial Services LLC (“MFS”) pursuant to the Purchase Agreement dated October 28, 2009, among Dollar Financial Group, Inc., MFS and each of the holders of membership interests in MFS.

     “Minority JV Entity” means a Person engaged in a Similar Business that is not a Subsidiary.

     “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends, excluding, however, (1) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with (A) any Asset Sale (including dispositions pursuant to Sale and Leaseback Transactions) or (B) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Subsidiaries and (2) any extraordinary or nonrecurring gain (but not loss), together with any related provision for taxes on such extraordinary or nonrecurring gain (but not loss).

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     “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale (including legal, accounting and investment banking fees and sales commissions) and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the President, a Vice President or the Chief Financial Officer, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Issuer or the Company and delivered to the Trustee.

     “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company, the Issuer or the Trustee.

     “Permitted Investments” means:

     (1) any Investment in the Company, the Issuer or a Restricted Subsidiary;

     (2) any Investment in cash or Cash Equivalents or the notes;

     (3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment (A) such Person becomes a Restricted Subsidiary of the Company that is engaged in a Similar Business or (B) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company that is engaged in a Similar Business;

     (4) any Investment existing on the date of the indenture or made pursuant to binding commitments in effect on the date of the indenture or an Investment consisting of any extension, modification or renewal of any Investment existing on the date of the indenture; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the date of the indenture or (y) as otherwise permitted under the indenture;

     (5) any Restricted Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales”;

     (6) Hedging Obligations that are Incurred by the Company or any of its Subsidiaries for the purpose of fixing or hedging (A) interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of this indenture to be outstanding or (B) currency exchange risk in connection with existing financial obligations and not for purposes of speculation;

     (7) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits;

     (8) loans and advances to employees of the Company and its Subsidiaries in the ordinary course of business not to exceed $4.0 million in the aggregate at any one time outstanding;

     (9) any Investment consisting of a Guarantee permitted by the covenant described above under the caption “Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;”

     (10) Investments consisting of non-cash consideration received in the form of securities, notes or similar obligations in connection with dispositions of obsolete or worn out assets permitted pursuant to the indenture;

     (11) Investments relating to any special purpose Affiliate of the Company organized in connection with a Qualified Receivables Transaction that, in the good faith determination of the Board of Directors of the Company, are customary and necessary to effect that Qualified Receivables Transaction;

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     (12) Investments received in settlement of bona fide disputes or as distributions in bankruptcy, insolvency or similar proceedings;

     (13) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at the time outstanding, not to exceed the greater of $10.0 million or 1.0% of Total Assets, in each case, at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value, but reduced by any amounts received by the Company or any Restricted Subsidiary as a dividend, distribution or otherwise on account of such Investment including the fair market value of any property so received);

     (14) Investments in Minority JV Entities having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (14) that are at the time outstanding, not to exceed the greater of $10.0 million or 1.0% of Total Assets, in each case, at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value, but reduced by any amounts received by the Company or any Restricted Subsidiary as a dividend, distribution or otherwise on account of such Investment including the fair market value of any property so received); and

     (15) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (15) that are at the time outstanding, not to exceed $15.0 million.

     “Permitted Liens” means:

     (1) Liens securing Indebtedness Incurred pursuant to clause (1), (7), (11), (13) or (18) of paragraph (b) of the covenant described above under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

     (2) Liens in favor of the Issuer or the Company or a Subsidiary Guarantor;

     (3) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company, the Issuer or a Restricted Subsidiary, provided that such Liens were not created in connection with, or in contemplation of, such merger, consolidation or amalgamation and do not extend to any assets other than those of the Person merged into or consolidated with the Company, the Issuer or a Restricted Subsidiary;

     (4) Liens on property existing at the time of acquisition thereof by the Company, the Issuer or any Restricted Subsidiary of the Company, provided that such Liens were not created in connection with, or in contemplation of, such acquisition;

     (5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds, workmens’ compensation or unemployment obligations or other obligations of a like nature, or to secure letters of credit issued with respect to such obligations, Incurred in the ordinary course of business;

     (6) Liens consisting of deposits in connection with leases or other similar obligation, or securing letters of credit issued in lieu of such deposits, incurred in the ordinary course of business;

     (7) Liens securing Indebtedness (including Capital Lease Obligations) permitted by clause (3) of paragraph (b) of the covenant described above under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” covering only the assets acquired with such Indebtedness and directly related assets such as proceeds (including insurance proceeds), products, replacements, substitutions and accessions thereto;

     (8) Liens existing on the date of the indenture and replacement Liens that do not encumber additional assets, unless such encumbrance is otherwise permitted;

     (9) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent for more than 30 days or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

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     (10) Liens Incurred in the ordinary course of business of the Company or any Subsidiary of the Company with respect to obligations in an aggregate principal amount that does not exceed $5.0 million at any one time outstanding and that (A) are not Incurred in connection with the borrowing of money or the obtaining of advances or credit (other than trade credit in the ordinary course of business) and (B) do not in the aggregate materially detract from the value of the property or materially impair the use thereof in the operation of business by the Company or such Subsidiary;

     (11) Liens securing Permitted Refinancing Debt, provided that the Company was permitted to Incur such Liens with respect to the Indebtedness so refinanced;

     (12) statutory and common law Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other similar Liens arising in the ordinary course of business with respect to amounts that are not yet delinquent for more than 30 days or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

     (13) Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

     (14) Liens arising from filings of Uniform Commercial Code financing statements or similar documents regarding leases or otherwise for precautionary purposes relating to arrangements not constituting Indebtedness;

     (15) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of the Restricted Subsidiaries in the ordinary course of business;

     (16) Liens in favor of the Trustee under the indenture, and in favor of trustees or comparable representatives under other indentures, agreements or instruments governing Indebtedness permitted to be Incurred by the covenant described above under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;” and

     (17) Liens on accounts receivables and related assets held by a Receivables Subsidiary arising in connection with a Qualified Receivables Transaction.

     For purposes of this definition, the term “Indebtedness” shall be deemed to include interest in connection with or in respect of any referenced Indebtedness.

     “Permitted Refinancing Debt” means any Indebtedness of the Company or any of its Subsidiaries issued in exchange for, or the net cash proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Subsidiaries; provided that:

     (1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Debt does not exceed the principal amount and premium, if any, plus accrued interest (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of any fees and expenses Incurred in connection therewith);

     (2) such Permitted Refinancing Debt has a final scheduled maturity date later than the final scheduled maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

     (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes, such Permitted Refinancing Debt is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

     (4) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary that is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded or would otherwise be permitted to Incur such Indebtedness.

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     “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock corporation, trust, unincorporated organization or government or agency or political subdivision thereof or any other entity.

     “Preferred Stock” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

     “Public Equity Offering” means any underwritten public offering of common equity securities or units including or representing common equity securities of the Issuer or the Company for cash, provided that at the time of or upon consummation of such offering, such common equity securities or units of the Issuer or the Company are listed on a national securities exchange or quoted on the NASDAQ Global Market of The Nasdaq Stock Market, Inc.

     “Qualified Receivables Transaction” means any transaction or series of transactions entered into by the Company or any of its Subsidiaries pursuant to which the Company) or any of its Subsidiaries sells, conveys or otherwise transfers to (1) a Receivables Subsidiary (in the case of a transfer by the Company or any of its Subsidiaries) or (2) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its Subsidiaries and any related assets, including all collateral securing such accounts receivable, all contracts and Guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

     “Qualifying Prepayment” means, with respect to the Existing Convertible Notes, (i) the repurchase or redemption thereof by the Company, (ii) defeasance thereof by the Company in accordance with the terms thereof or (iii) the exchange or conversion thereof into unsecured notes of the Company or any of its direct or indirect subsidiaries or common stock of the Company; provided, however, that the final maturity of any such unsecured notes shall be no earlier than April 1, 2015 and none of such unsecured notes shall require any scheduled repurchase, redemption, defeasance or other retirement of principal (or any scheduled offer to make any of the foregoing), whether such repurchase, redemption, defeasance or other retirement of principal (or any such offer) is subject to the satisfaction of any conditions precedent thereto (it being understood that an offer to repurchase or redeem such other Indebtedness upon the occurrence of an “asset sale” or a “change of control” shall not be deemed to be a scheduled offer, and any such repurchase or redemption shall not be deemed to be a scheduled repurchase or redemption, for purposes hereof), prior to April 1, 2015.

     “Receivables Subsidiary” means a Wholly Owned Subsidiary of the Company which engages in no activities other than in connection with the financing of accounts receivable and which is designated by the Board of Directors of the Company (as provided below) as a Receivables Subsidiary:

     (1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which:

     (a) is Guaranteed by the Company or any of its other Subsidiaries (excluding guarantees of obligations (other than the principal of, and interest on Indebtedness) pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction),

     (b) is recourse to or obligates the Company or any of its other Subsidiaries in any way other than pursuant to representations, warranties, covenants and indemnities entered into in connection with a Qualified Receivables Transaction or

     (c) subjects any property or asset of the Company or any of its other Subsidiaries, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction;

     (2) with which neither the Company nor any of its other Subsidiaries has any material contract, agreement or understanding other than (a) sales of accounts receivable and related assets to such Subsidiary and other transactions within the customary parameters of asset securitization transactions involving accounts receivable, (b) transactions on terms not materially more restrictive to the Company or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company and (c) customary transaction costs, fees and expenses Incurred in connection with securitization transactions involving accounts receivable and fees payable in the ordinary course of business in connection with servicing accounts receivable; and

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     (3) with which neither the Company nor any of its other Subsidiaries has any obligation to maintain or preserve such Subsidiary’s financial condition or cause such Subsidiary to achieve certain levels of operating results.

     Any such designation by the Board of Directors of the Company will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

     “Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, purchase, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “refinancing” shall have correlative meanings.

     “Restricted Investment” means an Investment other than a Permitted Investment.

     “Restricted Subsidiary” means any Subsidiary of the Company that is not an Unrestricted Subsidiary. The term “Restricted Subsidiary” includes the Issuer when referring to Restricted Subsidiaries of the Company.

     “Sale and Leaseback Transaction” means an arrangement relating to property owned by the Company or one of its Subsidiaries on the date of the indenture or thereafter acquired by the Company or one of its Subsidiaries whereby the Company or such Subsidiary transfers such property to a Person and the Company or such Subsidiary leases it from such Person.

     “SEC” means the Securities and Exchange Commission, or any successor agency thereto.

     “Securities Act” means the U.S. Securities Act of 1933, as amended.

     “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” of the Company as defined under Rule 1-02 of Regulation S-X promulgated by the SEC as such regulation is in effect on the date of the indenture.

     “Similar Business” means any business conducted or proposed to be conducted by the Company, the Issuer and the Restricted Subsidiaries on the date of the indenture or any business that is similar, reasonably related, incidental or ancillary thereto.

     “Stated Maturity” when used with respect to any security or any installment of interest thereon, means the date specified in such security as the fixed date on which the principal of such security or such installment of interest is due and payable.

     “Subsidiary” means, with respect to any Person, (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person (or a combination thereof) and (2) any partnership (A) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (B) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

     “Subsidiary Guarantors” means each of: (1) Dollar Financial Group, Inc., Any Kind Check Cashing Centers, Inc., Cash Unlimited of Arizona, Inc., Check Mart of Florida, Inc., Check Mart of Louisiana, Inc., Check Mart of New Mexico, Inc., Check Mart of Pennsylvania, Inc., Check Mart of Texas, Inc., Check Mart of Wisconsin, Inc., DFG Canada, Inc., DFG International, Inc., DFG World, Inc., Dollar Financial Insurance Corp., Financial Exchange Company of Ohio, Inc., Financial Exchange Company of Pennsylvania, Inc., Financial Exchange Company of Pittsburgh, Inc., Financial Exchange Company of Virginia, Inc., Loan Mart of Oklahoma, Inc., Monetary Management Corporation of Pennsylvania, Inc., Monetary Management of California, Inc., Monetary Management of Maryland, Inc., Monetary Management of New York, Inc., Money Mart CSO, Inc., Money Mart Express, Inc. (f/k/a Moneymart.com, Inc.), Moneymart, Inc. (f/k/a L.M.S. Development Corp.), Pacific Ring Enterprises, Inc. and PD Recovery, Inc., (2) 1100591 Alberta Ltd., 656790 BC Ltd., Advance Canada Properties Inc., Advance Canada Inc., Money Card Corp., and Money Mart Canada Inc. and (3) any other Domestic Subsidiary that executes a Guarantee in accordance with the provisions of the indenture, and their respective successors and assigns.

     “Taxes” means any present or future tax, duty, levy, interest, assessment or other governmental charge imposed or levied by or on behalf of any government or any political subdivision or territory or possession of any government or any authority or agency therein or thereof having power to tax; provided, however, that “Taxes” shall not include any taxes imposed on or measured by the holder’s overall net income or profits.

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     “Taxing Jurisdiction” means (i) with respect to any payment made under the notes, any jurisdiction (or any taxing authority or political subdivision thereof or therein) in which the Issuer, or any of its successors, are organized or resident for tax purposes or conduct of business, or from or through which payment is made and (ii) with respect to any payment made by the Company or a Subsidiary Guarantor, any jurisdiction (or any taxing authority or political subdivision thereof or therein) in which the Company or such Subsidiary Guarantor is organized or resident for tax purposes or conduct of business, or from or through which payment is made.

     “Total Assets” means, as to any Person, the total assets of such Person and its consolidated Subsidiaries determined in accordance with GAAP.

     “Transactions” means the collective reference to (a) the issuance of the old notes, (b) the MFS Acquisition and (c) the entering into of the amendment to the Credit Agreement.

     “Unrestricted Subsidiary” means:

     (1) each of We the People USA, Inc. and We the People, LLC;

     (2) any Subsidiary of the Company which at the time of determination is an Unrestricted Subsidiary (as designated by the Company, as provided below); and

     (3) any Subsidiary of an Unrestricted Subsidiary.

     The Issuer may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company, the Issuer or any Restricted Subsidiary (other than solely any Unrestricted Subsidiary of the Subsidiary to be so designated); provided that:

     (a) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Company;

     (b) such designation complies with the covenants described under “Certain Covenants — Restricted Payments”; and

     (c) each of:

     (1) the Subsidiary to be so designated; and

     (2) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company, the Issuer or any Restricted Subsidiary.

     The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

     (1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first paragraph under “Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; or

     (2) the Fixed Charge Coverage Ratio for the Company and the Restricted Subsidiaries would be greater than such ratio immediately prior to such designation, in each case on a pro forma basis taking into account such designation.

     Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Issuer or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

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     “U.S. Government Obligation” means:

     (1) any security which is: a direct obligation of the United States of America the payment of which the full faith and credit of the United States of America is pledged or an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally Guaranteed as a full faith and credit obligation of the United States of America, which, in either case, is not callable or redeemable at the option of the issuer thereof; and

     (2) any depository receipt issued by a bank (as defined in the Securities Act) as custodian with respect to any U.S. Government Obligation and held by such bank for the account of the holder of such depository receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depository receipt.

     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

     (1) the sum of the products obtained by multiplying (A) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (B) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by

     (2) the then outstanding principal amount of such Indebtedness.

     “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person all of the outstanding Capital Stock of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person (or any combination thereof).

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CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

     The following discussion is a summary of the principal Canadian federal income tax considerations generally applicable to the acquisition, holding and disposition of notes by a holder who acquires exchange notes pursuant to the exchange offer. This summary is based on the facts set out in this prospectus, the current provisions of the Income Tax Act (Canada) (the “Canada Tax Act”) and the regulations under the Canada Tax Act in force as of the date hereof and an understanding, based on publicly available materials published in writing prior to the date hereof, of the current administrative policies and assessing practices of the Canada Revenue Agency. This summary also takes into account all specific proposals to amend the Canada Tax Act and the regulations thereunder publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”). There can be no assurance that the Tax Proposals will be enacted in the form publicly announced or at all. This summary does not otherwise take into account or anticipate any changes in law, whether by judicial, governmental or legislative decision or action, nor does it take into account other federal or any provincial, territorial or foreign income tax legislation considerations which may differ from the Canadian federal income tax considerations described in this summary.

     This summary is not exhaustive of all Canadian federal income tax considerations that may be relevant to a particular holder of notes. This summary is not intended to be, and should not be interpreted as, legal or tax advice to any particular holder of notes, and no representation is made with respect to the Canadian income tax consequences to any particular holder of notes. Accordingly, holders considering the exchange of old notes for exchange notes should consult their own tax advisers with respect to their individual circumstances.

Holders of Notes Resident in Canada

     The following summary is generally applicable to a holder who acquires exchange notes pursuant to the exchange offer who at all relevant times, for purposes of the Canada Tax Act, is resident in Canada, deals at arm’s length with the Issuer, is not affiliated with the Issuer and holds the notes as capital property. Notes will generally be considered to be capital property to a holder unless the holder holds the notes in the course of carrying on a business or has acquired the notes in a transaction considered to be an adventure or concern in the nature of trade. Certain holders whose notes might not otherwise qualify as capital property may make an irrevocable election in accordance with subsection 39(4) of the Canada Tax Act to have such notes and all other “Canadian securities,” as defined in the Canada Tax Act, owned by such holder in the taxation year in which the election is made and in all subsequent taxation years deemed to be capital property. This summary does not address the Canadian federal income tax considerations applicable to a holder of notes an interest in which is a “tax shelter investment” as defined in the Canada Tax Act, a holder to whom the “functional currency” reporting rules in the Canada Tax Act apply or a holder of notes that is a “financial institution” or a specified financial institution as defined in the “mark-to-market” rules contained in the Canada Tax Act.

Exchange of Notes

     The exchange of old notes for exchange notes pursuant to this exchange offer will not constitute a taxable transaction to a holder of notes.

Interest

     A holder of notes that is a corporation, partnership, unit trust or a trust of which a corporation or partnership is a beneficiary will be required to include in computing its income for a taxation year all interest that accrues to such holder on the notes to the end of that year or that becomes receivable or is received by it before the end of that year, to the extent that such interest was not included in computing the holder’s income for a preceding taxation year. Any other holder of notes, including an individual, will be required to include in computing its income for a taxation year all interest on the notes that is received or receivable by such holder in that year (depending on the method regularly followed by the holder in computing income) to the extent that such interest was not included in computing the holder’s income for a preceding taxation year and where the holder holds the notes on any “anniversary day” of the notes, all interest that accrues to the end of that day on the notes, to the extent the interest was not otherwise included in the holder’s income for the year or a preceding year.

     Where a holder of notes is required to include in computing income interest on a note that accrued in respect of a period prior to the date the holder acquired the note, the holder will be entitled to a deduction in computing income of an equivalent amount. The amount so deducted will be deducted in computing the adjusted cost base to the holder of the note.

     If notes are issued at a discount, a holder may be required to include an additional amount in computing income, either in accordance with the deemed interest accrual rules contained in the Canada Tax Act and regulations or in the taxation year in which the discount is received or receivable by the holder. Holders should consult their own tax advisor in these circumstances, as the treatment of the discount may vary with the facts and circumstances giving rise to the discount.

     Any premium paid by the Issuer to a holder of notes because of the redemption or purchase by it of a note before the maturity of that note will generally be deemed to be interest received at that time by the holder to the extent that such premium can reasonably be

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considered to relate to, and does not exceed the value at the time of redemption or purchase of, the interest that would have been paid or payable by that Issuer on the notes for a taxation year ending after the redemption or purchase.

Dispositions

     On a disposition or a deemed disposition of a note (including a redemption or purchase by the Issuer or a repayment at maturity), a holder will generally be required to include in computing its income for the taxation year in which the disposition occurs all interest that accrued on the note from the date of the last interest payment to the date of disposition, except to the extent that such interest has otherwise been included in the holder’s income for that year or a preceding taxation year.

     In addition, the disposition or deemed disposition of a note will generally result in a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition, net of any amount included in the holder’s income as interest and any reasonable costs of disposition, exceed (or are exceeded by) the adjusted cost base of the note to the holder immediately before the disposition. Generally, one-half of a capital gain (a “taxable capital gain”) will be included in the holder’s income, and one-half of a capital loss (an “allowable capital loss”) is required to be deducted against taxable capital gains realized by such holder in the same taxation year. Any excess of allowable capital losses over taxable capital gains realized in a particular taxation year may be carried back up to three taxation years or carried forward indefinitely to subsequent taxation years and applied against net taxable capital gains in those years in accordance with the detailed rules contained in the Canada Tax Act. Capital gains realized by an individual may give rise to liability for alternative minimum tax.

Additional Refundable Tax

     A holder of notes that is a “Canadian-controlled private corporation” (as defined in the Canada Tax Act) may be liable to pay an additional refundable tax of 6 2/3% on certain investment income, including interest and taxable capital gains earned or realized in respect of the notes.

Foreign Exchange

     The notes are denominated in U.S. dollars. All amounts relating to the acquisition, holding or disposition of the notes must be converted into Canadian dollars based on the prevailing U.S. dollar exchange rate at the relevant time for the purposes of the Canada Tax Act and the regulations thereunder. A holder of notes may realize a capital gain or a capital loss by virtue of fluctuations in the Canadian/U.S. dollar exchange rate. The amount of interest on the notes required to be included in computing the holder’s income for a taxation year will also be affected by fluctuations in the Canadian/U.S. dollar exchange rate.

Qualified Investments

     Provided that the notes have an investment grade rating with a prescribed credit rating agency, which currently includes Moody’s and S&P, the notes, when issued, will be “qualified investments” under the Canada Tax Act for a trust governed by a registered retirement savings plan, a registered retirement income fund, a deferred profit sharing plan (other than a trust governed by a deferred profit sharing plan to which the Issuer or a corporation which does not deal at arm’s length with the Issuer makes payments under the plan for the benefit of beneficiaries under the plan), a registered education savings plan, a registered disability savings plan or a tax free savings account.

     Notwithstanding the foregoing, if the notes are “prohibited investments” for the purposes of a tax-free savings account, a holder will be subject to a penalty tax as set out in the Canada Tax Act. Holders are advised to consult their own tax advisors in this regard.

Non-Resident Noteholders

     The following summary is applicable to a holder of notes who acquires exchange notes pursuant to the exchange offer and who, at all relevant times: (i) is not and is not deemed to be, a resident of Canada for purposes of the Canada Tax Act; (ii) deals at arm’s length with the Issuer for purposes of the Canada Tax Act; (iii) does not use or hold and is not deemed to use or hold the notes in the course of carrying on business in Canada; and (iv) is not an insurer for purposes of the Canada Tax Act (a “Non-Resident Noteholder”).

     The exchange of old notes for exchange notes pursuant to this exchange offer will not constitute a taxable transaction to a holder of notes under the Canada Tax Act.

     Amounts paid or credited, or deemed to be paid or credited, as, on account or in lieu of payment of, or in satisfaction of the principal of the notes or premium or interest on the notes by the Issuer to a Non-Resident Noteholder will be exempt from Canadian withholding tax.

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     No other taxes on income (including taxable capital gains) will be payable under the Canada Tax Act by a Non-Resident Noteholder in respect of the acquisition, ownership or disposition of the notes.

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CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     The following is a summary of certain material United States federal income tax considerations relating to the acquisition, ownership and disposition of the exchange notes by United States holders (as defined below) who acquire exchange notes pursuant to the exchange offer but does not purport to be a complete analysis of all the potential tax considerations. This summary is based on the provisions of the United States Internal Revenue Code of 1986, which we refer to as the Code, the Treasury regulations promulgated or proposed thereunder, judicial authority, published administrative positions of the Internal Revenue Service, or the IRS, and other applicable authorities, all as in effect on the date of this document, and all of which are subject to change, possibly on a retroactive basis. We have not sought any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with our statements and conclusions. This summary deals only with holders that exchange their old notes for exchange notes in the exchange offer, and that will hold the exchange notes as “capital assets” (within the meaning of Section 1221 of the Code). This summary does not purport to deal with all aspects of United States federal income taxation that might be relevant to particular holders in light of their personal investment circumstances or status, nor does it address tax considerations applicable to investors that may be subject to special tax rules, such as certain financial institutions, tax-exempt organizations, S corporations, mutual funds, partnerships or other pass-through entities for United States federal income tax purposes, insurance companies, broker-dealers, dealers or traders in securities or currencies, expatriates subject to Code Section 877 and taxpayers subject to the alternative minimum tax. This summary also does not discuss exchange notes held as part of a hedge, straddle, synthetic security or conversion transaction, or situations in which the “functional currency” of a United States holder (as defined below) is not the United States dollar. Moreover, the effect of any applicable estate, state, local or non-United States tax laws is not discussed. This summary does not address the United States federal income tax considerations to holders who are not United States holders (as defined below).

     The following discussion is for informational purposes only and is not a substitute for careful tax planning and advice. Investors considering the exchange of old notes for exchange notes should consult their own tax advisors with respect to the application of the United States federal income tax laws to their particular situations as well as any tax consequences arising under the estate tax laws or the laws of any state, local or non-United States taxing jurisdiction or under any applicable tax treaty.

     To ensure compliance with Treasury Department Circular 230, you are hereby notified that: (i) any discussion of U.S. federal income tax issues in this disclosure statement is not intended or written to be relied upon, and cannot be relied upon, by you for the purpose of avoiding penalties that may be imposed on you under the Internal Revenue Code of 1986, as amended, or the Code; (ii) such discussion is included herein by us in connection with the promotion or marketing (within the meaning of Circular 230) by us of the transactions or matters addressed herein; and (iii) you should seek advice based on your particular circumstances from an independent tax advisor.

     The term “United States holder” means a beneficial owner of an old note or an exchange note that is, for United States federal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation, or other entity taxable as a corporation for United States federal income tax purposes, created or organized under the laws of the United States or of any political subdivision thereof;

• an estate, the income of which is subject to United States federal income taxation regardless of its source; or

• a trust, if (i) a court within the United States is able to exercise primary jurisdiction over its administration and one or more United States persons has the authority to control all of its substantial decisions, or (ii) in the case of a trust that was treated as a domestic trust under the law in effect before 1997, a valid election is in place under applicable Treasury regulations to treat such trust as a domestic trust.

     If a partnership or other entity taxable as a partnership for United States federal income tax purposes holds the old notes or the exchange notes, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. A partner in a partnership or other entity taxable as a partnership for United States federal income tax purposes that holds the old notes or the exchange notes should consult its tax advisor as to the tax consequences applicable to such partner.

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Exchange Offer

     The exchange of old notes for exchange notes pursuant to the exchange offer should not be treated as an “exchange” for U.S. federal income tax purposes. Each exchange note should, in general, be treated for federal income tax purposes as the same instrument as the old notes for which it was exchanged. Accordingly, the exchange of old notes for exchange notes should not be a taxable event to United States holders. The exchange notes will have the same tax attributes as the old notes and the same tax consequences to United States holders as the old notes have to United States holders, including, without limitation, the same issue price, adjusted issue price, adjusted tax basis and holding period, and a United States holder will take into account income with respect to the exchange note in the same manner as for the old note. If a United States holder acquired an old note with market discount or bond premium, such market discount or bond premium will carry over to the exchange note and shall be taken into account in the same manner as for the old note.

United States Holders

     Issue Price. Since the old notes were originally issued at or near par neither the old notes nor the exchange notes will have original issue discount (“OID”) for U.S. federal income tax purposes. The statutory de minimis amount under which OID is disregarded is generally equal to 1/4 of 1 percent of the principal amount of the notes multiplied by the number of complete years to maturity of the notes from their original issue date. Because the amount of discount on the old notes and the exchange notes is de minimis, rather than being characterized as interest, any payment attributable to such de minimis discount should be characterized as if it were gain from the sale of the exchange notes.

     Payment of Interest. The stated interest on an exchange note generally will be included in the income of a United States holder as ordinary income at the time such interest is accrued or received in accordance with the holder’s method of accounting for United States federal income tax purposes. Interest income earned with respect to an exchange note will constitute foreign-source income for U.S. federal income tax purposes, which may be relevant in calculating the foreign tax credit limitation. The rules governing foreign tax credits are complex, and, therefore, you should consult your tax advisor regarding the availability of foreign tax credits in your particular circumstances.

     Market Discount. If a United States holder purchased old notes after their original issue date for an amount that is less than their stated redemption price at maturity, the amount of the difference will be treated as “market discount” for United States federal income tax purposes, unless that difference is less than a specified de minimis amount. Any market discount on an old note will carry over to the exchange note. Under the market discount rules, a United States holder will be required to treat any principal payment on, or any gain on the sale, exchange, retirement or other disposition of, the exchange notes as ordinary income to the extent of the market discount that has not been previously included in income and that has accrued on the exchange notes at the time of their payment or disposition. In addition, a United States holder may be required to defer, until the maturity of the exchange notes or their earlier disposition in a taxable transaction, the deduction of all or a portion of the interest expense on any indebtedness attributable to the exchange notes. A United States holder may elect, on a note-by-note basis, to deduct the deferred interest expense in a tax year prior to the year of disposition. United States holders should consult their own tax advisors before making this election.

     Any market discount will be considered to accrue ratably during the period from the date of acquisition of the old note to the maturity date of the exchange note unless the United States holder elects to accrue market discount on a constant interest method. A United States holder may elect to include market discount in income currently as it accrues, on either a ratable or constant interest method, in which case the rule described above regarding deferral of interest deductions will not apply. The election to include market discount in income currently, once made, applies to all market discount obligations acquired by the United States holder on or after the first taxable year to which the election applies and may not be revoked without the consent of the IRS. United States holders should consult their own tax advisors before making this election.

     Amortizable Bond Premium. If a United States holder purchased old notes after their original issue date for an amount in excess of the sum of all amounts payable on those debt securities after the purchase date other than qualified stated interest, the United States holder will be considered to have purchased those debt securities at a “premium.” A United States holder generally may elect to amortize the premium over the remaining term of those debt securities on a constant yield method as an offset to interest when includible in income under the holder’s regular accounting method. If a United States holder does not elect to amortize bond premium, that premium will

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decrease the gain or increase the loss the holder would otherwise recognize on disposition of the exchange notes. A United States holder’s election to amortize premium on a constant yield method will also apply to all debt obligations held or subsequently acquired by such holder on or after the first day of the first taxable year to which the election applies. A United States holder may not revoke the election without the consent of the IRS. United States holders should consult their own tax advisors before making this election.

     Sale, Exchange, Redemption or Other Taxable Disposition of the Exchange Notes. Upon the sale, exchange, redemption or other taxable disposition of an exchange note, a United States holder generally will recognize capital gain or loss equal to the difference between (i) the amount realized on the sale, exchange, redemption or other taxable disposition (not including the amount allocable to accrued and unpaid interest) and (ii) that holder’s adjusted tax basis in the exchange note. The amount realized will be equal to the sum of the amount of cash and the fair market value of any property received in exchange for the exchange note. A United States holder’s adjusted tax basis in an exchange note generally will equal that holder’s adjusted basis in the old note as of the date of the exchange, reduced by any principal payments on the exchange note received by such holder. Gain or loss generally will be U.S.-source income for purposes of computing your foreign tax credit limitation. The capital gain or loss will be long-term capital gain or loss if the United States holder’s holding period in the exchange note (which will include the holding period in the old note) is more than one year at the time of sale, exchange, redemption or other taxable disposition. Long-term capital gain for non-corporate taxpayers is subject to reduced rates of United States federal income taxation (15% maximum federal rate through the end of 2010). The deductibility of capital losses is subject to certain limitations.

     A United States holder that sells an exchange note between interest payment dates will be required to treat as ordinary interest income an amount equal to interest that has accrued through the date of sale and has not been previously included in income.

     If a United States holder recognizes a loss upon a subsequent disposition of the exchange notes in an amount that exceeds a prescribed threshold, it is possible that the provisions of Treasury Regulations involving “reportable transactions” could apply, with a resulting requirement to separately disclose the loss generating transactions to the IRS. While these regulations are directed towards “tax shelters,” they are written broadly, and apply to transactions that would not typically be considered tax shelters. Significant penalties apply for failure to comply with these requirements. You should consult your tax advisors concerning any possible disclosure obligation with respect to the receipt or disposition of our debt securities, or transactions that might be undertaken directly or indirectly by us. Moreover, you should be aware that we and other participants in transactions involving us (including our advisors) might be subject to disclosure or other requirements pursuant to these regulations.

     Information Reporting and Backup Withholding Tax. Certain non-corporate United States holders may be subject to information reporting requirements on payments of principal, premium, if any, and interest on an exchange note and payments of the proceeds of the sale of an exchange note. The payor (which may be us or an intermediate payor) may be required to withhold backup withholding tax currently at a rate of 28% if (i) the payee fails to furnish a taxpayer identification number, or TIN, to the payor or establish an exemption from backup withholding tax, (ii) the IRS notifies the payor that the TIN furnished by the payee is incorrect, (iii) there has been a notified payee underreporting described in Section 3406(c) of the Code, or (iv) the payee has not certified under penalties of perjury that it has furnished a correct TIN and that the IRS has not notified the payee that it is subject to backup withholding tax under the Code. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding tax rules from a payment to a United States holder will be allowed as a credit against that holder’s United States federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.

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PLAN OF DISTRIBUTION

     Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of any such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of this exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until      , all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

     We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended, and any profit on any such resale and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act of 1933, as amended. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended.

     For a period of 180 days after the expiration date of this exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

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LEGAL MATTERS

     Certain legal matters with respect to the validity of the notes will be passed upon for Issuer by Stewart McKelvey, Halifax, Nova Scotia, Canada, with respect to matters of Canadian law, and by Pepper Hamilton LLP, Philadelphia, Pennsylvania, with respect to matters of U.S. law. Certain legal matters with respect to the validity of the guarantees will be passed upon for Parent and the other guarantors by Pepper Hamilton LLP, Philadelphia, Pennsylvania, with respect to matters of U.S. law. Certain legal matters with respect to the validity of the guarantees will be passed upon for certain of the guarantors by Roy W. Hibberd, Senior Vice President and General Counsel of Parent, with respect to U.S. law. Certain legal matters with respect to the validity of the notes will be passed upon for certain of the guarantors by Bishop & McKenzie LLP, Edmonton, Alberta, Canada, and Owen Bird Law Corporation, Vancouver, British Columbia, Canada, with respect to matters of Canadian law.

EXPERTS

     The consolidated financial statements of Dollar Financial Corp. at June 30, 2009 and 2008, and for each of the three years in the period ended June 30, 2009, appearing in Dollar Financial Corp.’s Current Report on Form 8-K, filed on March 19, 2010, and the effectiveness of Dollar Financial Corp.’s internal control over financial reporting as of June 30, 2009, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

     The financial statements of MFS and its subsidiaries as of and for the year ended December 31, 2008, incorporated by reference in this prospectus, have been audited by Crowe Horwath LLP, independent auditors, as stated in their report incorporated by reference herein. The financial statements of MFS and its subsidiaries as of and for the fiscal year ended December 31, 2007, incorporated by reference in this prospectus, have been audited by McGladrey & Pullen, LLP, independent auditors, as stated in their report incorporated by reference herein.

INCORPORATION OF CERTAIN DOCUMENTS

     This prospectus incorporates by reference the documents and reports listed below, which have been filed with the SEC (other than portions of these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein):

• our Annual Report on Form 10-K for our fiscal year ended June 30, 2009, filed with the SEC on September 3, 2009 (the financial statements included within this Annual Report on Form 10-K have been amended for the adoption of certain accounting principles as filed on Form 8-K dated March 19, 2010);

• our Quarterly Reports on Form 10-Q for our fiscal quarters ended September 30, 2009, filed with the SEC on November 6, 2009, and December 31, 2009, filed with the SEC on February 9, 2010;

• our proxy statement on Schedule 14-A filed with the SEC on October 8, 2009; and

• our current reports on Form 8-K filed with the SEC on August 14, 2009, September 1, 2009, October 28, 2009, November 2, 2009, November 12, 2009, November 13, 2009, November 18, 2009, November 20, 2009, December 2, 2009, December 9, 2009, December 24, 2009, December 31, 2009, January 21, 2010, February 18, 2010, March 2, 2010, March 9, 2010 and March 19, 2010.

     We also incorporate by reference the information contained in all other documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than portions of these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein) after the date of this prospectus and prior to the termination of this offering. The information contained in any such document will be considered part of this prospectus from the date the document is filed with the SEC. We make available free of charge, through the investor relations section of our website, www.dfg.com, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as amendments to those reports, as soon as reasonably practical after they are filed with the SEC. You may also request free copies of these filings by writing or telephoning us at the following address: Dollar Financial Corp., 1436 Lancaster Avenue, Berwyn, Pennsylvania 19312-1288, telephone: (610) 296-3400.

WHERE YOU CAN FIND MORE INFORMATION

     While any exchange notes remain outstanding, we will make available, upon request, to any beneficial owner and any prospective purchaser of notes the information required pursuant to Rule 144A(d)(4) under the Securities Act during any period in which we are

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not subject to Section 13 or 15(d) of the Exchange Act. Any such request should be directed to: Dollar Financial Corp., 1436 Lancaster Avenue, Berwyn, Pennsylvania 19312-1288, telephone: (610) 296-3400.

     You will find additional information about us in our SEC filings. Our SEC filings may also be inspected and copied at the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers who file electronically with the SEC.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

          National Money Mart Company (the “Company”) is subject to the provisions of the Companies Act (Nova Scotia) and the Company’s Articles of Association which prescribe the regulations for the Company.

          As permitted under the Companies Act (Nova Scotia), Section 154 of the Company’s Articles of Association provides that every director or officer, former director or officer, or person who acts or acted at the Company’s request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company is or was a shareholder, partner, member or creditor, and the heirs and legal representatives of such person, in the absence of dishonesty on the part of such person, shall be indemnified by the Company against, and it shall be the duty of the Directors out of the funds of the Company to pay, all costs, losses and expenses, including an amount paid to settle an action or claim or satisfy a judgment, that such director, officer or person may incur or become liable to pay in respect of any claim made against such person or civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director of officer of the Company or such body corporate, partnership or other association, whether the Company is a claimant or party to such action or proceeding or otherwise and the amount for which such indemnity is proved shall immediately attach as a lien on the property of the Company and have priority as against the shareholders over all other claims.

          Section 155 of the Company’s Articles of Association provides that no director or officer, former director or officer, or person who acts or acted at the Company’s request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company is or was a shareholder, partner, member or creditor, in the absence of dishonesty on the part of such person’s part, shall be liable for the acts, receipts, neglects or defaults of any other director, officer or such person, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by or on behalf of the Company, or through the insufficiency or deficiency of any security in or upon which any of the funds of the Company are invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any funds, securities or effects are deposited, or for any loss occasioned by error of judgment or oversight on the part of such person, or for any other loss, damage or misfortune whatsoever which happens in the execution of the duties of such person or in relation thereto.

          The Company also maintains insurance for the benefit of its directors and officers against liability in their respective capacities as directors and officers. The directors and officers are not required to pay any premium in respect of this insurance. The policy contains various industry exclusions and no claims have been made thereunder to date.

          Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

Item 21. Exhibits and Financial Statement Schedules

     (a) Exhibits. See exhibits listed on the Exhibit Index following the signature page of this Form S-4, which is incorporated herein by reference.

     (b) Financial Statement Schedules. Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

Item 22. Undertakings

     The undersigned registrants hereby undertake:

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               (a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

          (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

     (c) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

          (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

          (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

          (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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     (d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the notes being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

     (e) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

     (f) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on the 22nd day of March, 2010.

NATIONAL MONEY MART COMPANY DOLLAR FINANCIAL CORP. DOLLAR FINANCIAL GROUP, INC. 1100591 ALBERTA LIMITED 656790 B.C. LTD. ADVANCE CANADA INC. ADVANCE CANADA PROPERTIES INC. ANY KIND CHECK CASHING CENTERS, INC. CASH UNLIMITED OF ARIZONA, INC. CHECK MART OF FLORIDA, INC. CHECK MART OF LOUISIANA, INC. CHECK MART OF NEW MEXICO, INC. CHECK MART OF PENNSYLVANIA, INC. CHECK MART OF TEXAS, INC. CHECK MART OF WISCONSIN, INC. DFG CANADA, INC. DFG INTERNATIONAL, INC. DFG WORLD, INC. DOLLAR FINANCIAL INSURANCE CORP. FINANCIAL EXCHANGE COMPANY OF OHIO, INC. FINANCIAL EXCHANGE COMPANY OF PENNSYLVANIA, INC. FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC. FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC. LOAN MART OF OKLAHOMA, INC. MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA, INC. MONETARY MANAGEMENT OF CALIFORNIA, INC. MONETARY MANAGEMENT OF MARYLAND, INC. MONETARY MANAGEMENT OF NEW YORK, INC. MONEY MART EXPRESS, INC. MONEY CARD CORP. MONEY MART CANADA INC. MONEY MART CSO, INC. MONEYMART, INC. PACIFIC RING ENTERPRISES, INC. PD RECOVERY, INC.
By:	/s/ Randy Underwood
	Name:	Randy Underwood
	Title:	Executive Vice President and Chief Financial Officer

II-4

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey A. Weiss and Randy Underwood, and each of them, either one of whom may act without joinder of the other, his or her attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and all post-effective amendments thereto, and to file the same, with all exhibits thereto in all documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorney-in-fact may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on March 22, 2010.

NATIONAL MONEY MART COMPANY

Signature	Title
/s/ Jeffrey A. Weiss Jeffrey A. Weiss	Chief Executive Officer (Principal Executive Officer) and Director
/s/ Randy Underwood Randy Underwood	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) and Director
/s/ Syd Franchuk Syd Franchuk	Director

DOLLAR FINANCIAL CORP.

Signature	Title
/s/ Jeffrey A. Weiss Jeffrey A. Weiss	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
/s/ Randy Underwood Randy Underwood	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ John Gavin John Gavin	Director

II-5

Signature	Title
/s/ David Jessick David Jessick	Director
/s/ Clive Kahn Clive Kahn	Director
/s/ Michael Kooper Michael Kooper	Director
/s/ Ronald McLaughlin Ronald McLaughlin	Director
/s/ Kenneth Schwenke Kenneth Schwenke	Director

II-6

DOLLAR FINANCIAL GROUP, INC.
ANY KIND CHECK CASHING CENTERS, INC.
CASH UNLIMITED OF ARIZONA, INC.
CHECK MART OF FLORIDA, INC.
CHECK MART OF LOUISIANA, INC.
CHECK MART OF NEW MEXICO, INC.
CHECK MART OF PENNSYLVANIA, INC.
CHECK MART OF TEXAS, INC.
CHECK MART OF WISCONSIN, INC.
DFG CANADA, INC.
DFG INTERNATIONAL, INC.
DFG WORLD, INC.
DOLLAR FINANCIAL INSURANCE CORP.
FINANCIAL EXCHANGE COMPANY OF OHIO, INC.
FINANCIAL EXCHANGE COMPANY OF PENNSYLVANIA, INC.
FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC.
FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC.
LOAN MART OF OKLAHOMA, INC.
MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA, INC.
MONETARY MANAGEMENT OF CALIFORNIA, INC.
MONETARY MANAGEMENT OF MARYLAND, INC.
MONETARY MANAGEMENT OF NEW YORK, INC.
MONEY MART EXPRESS, INC.
MONEY MART CSO, INC.
MONEYMART, INC.
PACIFIC RING ENTERPRISES, INC.
PD RECOVERY, INC.

Signature	Title
/s/ Jeffrey A. Weiss Jeffrey A. Weiss	Chief Executive Officer (Principal Executive Officer) and Director
/s/ Randy Underwood Randy Underwood	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) and Director

II-7

1100591 ALBERTA LIMITED
656790 B.C. LTD.
ADVANCE CANADA INC.
ADVANCE CANADA PROPERTIES INC.
MONEY CARD CORP.
MONEY MART CANADA INC.

Signature	Title
/s/ Jeffrey A. Weiss Jeffrey A. Weiss	Chief Executive Officer (Principal Executive Officer) and Director
/s/ Randy Underwood Randy Underwood	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) and Director
/s/ Syd Franchuk Syd Franchuk	Director

EXHIBIT INDEX

Exhibit No.	Description of Document
2.1	Asset Purchase Agreement, by and among CCS Financial Services, Inc., Allen Eager, the Allen Eager Revocable Trust, Paul P. Hauser, Barry E. Hershman, and the Barry E. Hershman Revocable Trust and Check Mart of Florida, Inc., dated October 11, 2007 (26)
2.2	Purchase Agreement dated as of October 28, 2009 by and among Dollar Financial Corp, Military Financial Services, LLC, Southfield Partners, LLC, Joseph S. Minor, Don Jacobs, Larry Mountford and Robert Nelson (27)
2.3	Amendment to Purchase Agreement dated as of December 23, 2009 by and among Dollar Financial Corp, Military Financial Services, LLC, Southfield Partners, LLC, Joseph S. Minor, Don Jacobs, Larry Mountford and Robert Nelson (28)
3.1(a)#	Certificate of Amalgamation of National Money Mart Company
3.1(b)#	Articles of Association of National Money Mart Company
3.2(a)	Certificate of Incorporation of Dollar Financial Group, Inc. (1)
3.2(b)	Certificate of Amendment of the Certificate of Incorporation of Dollar Financial Group, Inc. (1)
3.2(c)	Certificate of Change of Dollar Financial Group, Inc. (9)
3.2(d)	Amended and Restated Bylaws of Dollar Financial Group, Inc. (2)
3.3(a)#	Amended and Restated Certificate of Incorporation of Dollar Financial Corp.
3.3(b)#	Amended and Restated Bylaws of Dollar Financial Corp.
3.4(a)#	Certificate of Incorporation of 1100591 Alberta Ltd.
3.4(b)#	Bylaws of 1100591 Alberta Ltd.
3.5(a)#	Certificate of Incorporation of 656790 B.C. Ltd.
3.5(b)#	Bylaws of 656790 B.C. Ltd.
3.6(a)#	Certificate of Incorporation of Advance Canada Inc.
3.6(b)#	Bylaws of Advance Canada Inc.
3.7(a)#	Certificate of Incorporation of Advance Canada Properties Inc.
3.7(b)#	Bylaws of Advance Canada Properties Inc.
3.8(a)#	Articles of Incorporation of Any Kind Check Cashing Centers, Inc.
3.8(b)#	Bylaws of Any Kind Check Cashing Centers, Inc.
3.9(a)#	Articles of Incorporation of Cash Unlimited of Arizona, Inc.
3.9(b)#	Bylaws of Cash Unlimited of Arizona, Inc.
3.10(a)#	Certificate of Incorporation of Check Mart of Florida, Inc.
3.10(b)#	Bylaws of Check Mart of Florida, Inc.
3.11(a)#	Articles of Incorporation of Check Mart of Louisiana, Inc.
3.11(b)#	Bylaws of Check Mart of Louisiana, Inc.
3.12(a)#	Articles of Incorporation of Check Mart of New Mexico, Inc.
3.12(b)#	Bylaws of Check Mart of New Mexico, Inc.
3.13(a)#	Articles of Incorporation of Check Mart of Pennsylvania, Inc.
3.13(b)#	Bylaws of Check Mart of Pennsylvania, Inc.
3.14(a)#	Articles of Incorporation of Check Mart of Texas, Inc.
3.14(b)#	Bylaws of Check Mart of Texas, Inc.
3.15(a)#	Articles of Incorporation of Check Mart of Wisconsin, Inc.
3.15(b)#	Bylaws of Check Mart of Wisconsin, Inc.
3.16(a)#	Certificate of Incorporation of DFG Canada, Inc.
3.16(b)#	Bylaws of DFG Canada, Inc.
3.17(a)#	Certificate of Incorporation of DFG International, Inc.
3.17(b)#	Bylaws of DFG International, Inc.
3.18(a)#	Certificate of Incorporation of DFG World, Inc.
3.18(b)#	Bylaws of DFG World, Inc.
3.19(a)#	Articles of Incorporation of Dollar Financial Insurance Corp.
3.19(b)#	Bylaws of Dollar Financial Insurance Corp.
3.20(a)#	Certificate of Incorporation of Financial Exchange Company of Ohio, Inc.

II-8

Exhibit No.	Description of Document
3.20(b)#	Bylaws of Financial Exchange Company of Ohio, Inc.
3.21(a)#	Articles of Incorporation of Financial Exchange Company of Pennsylvania, Inc.
3.21(b)#	Bylaws of Financial Exchange Company of Pennsylvania, Inc.
3.22(a)#	Certificate of Incorporation of Financial Exchange Company of Pittsburgh, Inc.
3.22(b)#	Bylaws of Financial Exchange Company of Pittsburgh, Inc.
3.23(a)#	Certificate of Incorporation of Financial Exchange Company of Virginia, Inc.
3.23(b)#	Bylaws of Financial Exchange Company of Virginia, Inc.
3.24(a)#	Certificate of Incorporation of Loan Mart of Oklahoma, Inc.
3.24(b)#	Bylaws of Loan Mart of Oklahoma, Inc.
3.25(a)#	Certificate of Incorporation of Monetary Management Corporation of Pennsylvania, Inc.
3.25(b)#	Bylaws of Monetary Management Corporation of Pennsylvania, Inc.
3.26(a)#	Certificate of Incorporation of Monetary Management Corporation of California, Inc.
3.26(b)#	Bylaws of Monetary Management Corporation of California, Inc.
3.27(a)#	Certificate of Incorporation of Monetary Management Corporation of Maryland, Inc.
3.27(b)#	Bylaws of Monetary Management Corporation of Maryland, Inc.
3.28(a)#	Certificate of Incorporation of Monetary Management Corporation of New York, Inc.
3.28(b)#	Bylaws of Monetary Management Corporation of New York, Inc.
3.29(a)#	Articles of Incorporation of Money Mart Express, Inc.
3.29(b)#	Bylaws of Money Mart Express, Inc.
3.30(a)#	Certificate of Incorporation of Money Card Corp.
3.30(b)#	Bylaws of Money Card Corp.
3.31(a)#	Certificate of Incorporation of Money Mart Canada Inc.
3.31(b)#	Bylaws of Money Mart Canada Inc.
3.32(a)#	Certificate of Formation of Money Mart CSO, Inc.
3.32(b)#	Bylaws of Money Mart CSO, Inc.
3.33(a)#	Certificate of Incorporation of MoneyMart, Inc.
3.33(b)#	Bylaws of MoneyMart, Inc.
3.34(a)#	Articles of Incorporation of Pacific Ring Enterprises, Inc.
3.34(b)#	Bylaws of Pacific Ring Enterprises, Inc.
3.35(a)#	Articles of Incorporation of PD Recovery, Inc.
3.35(b)#	Bylaws of PD Recovery, Inc.
4.1	Indenture dated June 27, 2007, between Dollar Financial Corp. and U.S. Bank National Association, as trustee, governing the terms of the 2.875% Senior Convertible Notes due 2027 (14)
4.2	Registration Rights Agreement dated June 27, 2007 by and among Dollar Financial Corp. and Wachovia Capital Markets, LLC and Bear, Sterns & Co. Inc., as representatives of the initial purchasers (14)
4.3	Indenture dated December 23, 2009 by and among National Money Mart Company, Dollar Financial Corp. and the guarantors party thereto and U.S. Bank National Association, as trustee, governing the terms of the 10.375% Senior Notes due 2016 (28)
4.4	Registration Rights Agreement dated December 23, 2009 by and among National Money Mart Company, Dollar Financial Corp. and the guarantors party thereto and Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the initial purchasers (28)
4.5	Indenture dated December 21, 2009, between Dollar Financial Corp. and U.S. Bank National Association, as trustee, governing the terms of the 2.875% Senior Convertible Notes due 2027 (28)
5.1#	Opinion of Pepper Hamilton LLP
5.2#	Opinion of Roy W. Hibberd, Senior Vice President and General Counsel of Dollar Financial Corp.
5.3#	Opinion of Stewart McKelvey
5.4#	Opinion of Bishop & McKenzie LLP
5.5#	Opinion of Owen Bird Law Corporation
10.1(a)	Credit Agreement among Dollar Financial Corp., Dollar Financial Group, Inc., National Money Mart Company, Dollar Financial U.K. Limited, the several lenders from time to time parties thereto, U.S. Bank National Association, as documentation agent, Credit Suisse Securities (USA) LLC, as syndication agent, and Wells Fargo Bank, National Association, as administrative agent and as security trustee, dated as of October 30, 2006 (11)

II-9

Exhibit No.	Description of Document
10.1(b)	First Amendment to Credit Agreement dated May 22, 2007, among Dollar Financial Corp., certain subsidiaries of Dollar Financial Corp., parties thereto, Credit Suisse Securities (USA) LLC, Wells Fargo National Association and the lenders party thereto (13)
10.1(c)	Second Amendment to Credit Agreement dated June 20, 2007, among Dollar Financial Corp., certain subsidiaries of Dollar Financial Corp. parties thereto, Credit Suisse Securities (USA) LLC, Wells Fargo National Association and the lenders party thereto (13)
10.1(d)	Form of Amended and Restated Credit Agreement (27)
10.2*	Dollar Financial Corp. 1999 Stock Incentive Plan (8)
10.3*	Dollar Financial Corp. Amended and Restated 2005 Stock Incentive Plan (15)
10.4*	Form of Stock Option Agreement for 2005 Stock Incentive Plan (7)
10.5*	Form of Stock Option Grant Notice for 2005 Stock Incentive Plan (7)
10.6*	Canadian Form of Restricted Stock Unit Award Agreement under the Dollar Financial Corp. 2005 Stock Incentive Plan (25)
10.7*	Form of Restricted Stock Grant Document for the 2005 Stock Incentive Plan (29)
10.8*	Dollar Financial Corp. Amended and Restated Deferred Compensation Plan effective as of January 1, 2009 (20)
10.9*	Dollar Financial Corp. Amended and Restated Supplemental Executive Conditional Deferred Award Plan for U.K. Participants (20)
10.10*	Dollar Financial Corp. Supplemental Executive Deferred Award Plan for Canadian Participants (15)
10.11*	Dollar Financial Corp. Special Retention Award Letter to Randy Underwood (24)
10.12*	Dollar Financial Corp. Special Retention Award Letter to Paul Mildenstein (24)
10.13*	Dollar Financial Corp. Fiscal 2007 Cash Bonus Plan (10)
10.14*	Dollar Financial Corp. Fiscal 2008 Executive Management Bonus Plan (10)
10.15*	Dollar Financial Corp. 2008 Key Management Bonus Plan (10)
10.16*	Dollar Financial Corp. Fiscal 2009 Executive Management Bonus Program (29)
10.17*	Dollar Financial Corp. 2009 Key Management Bonus Program (29)
10.18	Dollar Financial Corp. Second Amended and Restated Stockholders Agreement, dated as of November 13, 2003, by and among Green Equity Investors II, L.P., Stone Street Fund 1998, L.P. Bridge Street Fund 1998, GS Mezzanine Partners, L.P., GS Mezzanine Partners Offshore, L.P., Ares Leveraged Investment Fund, L.P. a Delaware limited partnership, Ares Leveraged Investment Fund L.P, a Delaware limited partnership, Ares Leveraged Investment Fund II, L.P., a Delaware limited partnership, C.L. Jeffrey, Sheila Jeffrey, certain signatories thereto and Dollar Financial Corp (2)
10.19	Amendment No. 2 to Second Amended and Restated Stockholders Agreement, dated as of April 14, 2004, by and among Dollar Financial Corp., Green Equity Investors II, L.P., GS Mezzanine Partners, L.P., GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P., Ares Leveraged Investment Fund II, L.P. and Jeffrey Weiss (5)
10.20	Amendment No. 3 to Second Amended and Restated Stockholders Agreement, dated as of July 6, 2004, by and among Dollar Financial Corp., Green Equity Investors II, L.P., GS Mezzanine Partners, L.P., GS Mezzanine Partners Offshore, L.P., Stone Street Fund 1998, L.P., Bridge Street Fund 1998, L.P., Ares Leveraged Investment Fund, L.P., Ares Leveraged Investment Fund II, L.P., and Jeffrey Weiss (6)
10.21*	Employment Agreement, dated as of October 30, 2009, by and among Dollar Financial Group, Inc., Dollar Financial Corp. and Jeffrey Weiss (30)
10.22*	Employment Agreement, dated as of December 19, 2003, by and among Dollar Financial Group, Inc., Dollar Financial Corp. and Donald Gayhardt (3)
10.23*	Amendment No. 1 to Employment Agreement by and among Donald Gayhardt, the Company and DFG, dated April 9, 2007 (12)
10.24*	Amended and Restated Employment Agreement by and among Norman Miller, the Company and DFG, dated as of May 14, 2008 (18)
10.25*	Amended and Restated Employment Agreement by and among Randy Underwood, the Company and DFG, dated as of May 15, 2008 (18)
10.26*	Amended and Restated Employment Agreement by and among Roy Hibberd, the Company and DFG, dated as of May 14, 2008 (18)

II-10

Exhibit No.	Description of Document
10.27*	Employment Agreement by and between National Money Mart and Sydney Franchuk dated March 18, 2009 (22)
10.28*	Amended and Restated Service Agreement dated September 11, 2007, by and between Dollar Financial UK Ltd. and Paul Mildenstein (16)
10.29*	Consulting Agreement, by and between Dollar Financial Group, Inc. and Donald F. Gayhardt, dated June 1, 2008 (19)
10.30*	Letter Agreement with Donald F. Gayhardt for the Extension of the Exercise Period for Stock Options, dated May 30, 2008 (19)
10.31	Form of Director Indemnification Agreement (4)
10.32	Form of Guaranty (9)
10.33*	Dollar Financial Corp. 2007 Equity Incentive Plan (17)
10.34*	Form of Restricted Stock Unit Award Agreement for 2007 Equity Incentive Plan (21)
10.35*	Form of Stock Option Grant Notice for 2007 Equity Incentive Plan (21)
10.36*	Form of Restricted Stock Unit Award Agreement for 2007 Equity Incentive Plan (International Grantee) (21)
10.37	Summary Settlement Agreement by and among Kenneth Smith, as Estate Trustee of the last Will and Testament of Margaret Smith, deceased, and Ronald Adrien Oriet, as plaintiffs and National Money Mart Company and Dollar Financial Group, Inc., as defendants, dated June 5, 2009 (23)
10.38*	Dollar Financial Corp. Fiscal 2010 Executive Management Bonus Program (29)
10.39*	Dollar Financial Corp. Fiscal 2010 Key Management Bonus Program (29)
10.40*	Form of Restricted Stock Grant Document for the 2005 Stock Incentive Plan (International Grantee) (29)
10.41*	Form of Restricted Stock Grant Document for the 2007 Stock Incentive Plan (29)
10.42	Detailed Settlement Agreement by and among Kenneth Smith, as Estate Trustee of the last Will and Testament of Margaret Smith, deceased, and Ronald Adrien Oriet, as plaintiffs, and National Money Mart Company and Dollar Financial Group, Inc., as defendants, dated November 6, 2009 (31)
10.43#	Summary of Material Components of the Settlement set forth in a letter agreement dated March 3, 2010 between McCarthy Tétrault LLP and Hordo & Bennett
12.1#	Computation of Ratio of Earnings to Fixed Charges
21.1#	Subsidiaries of Dollar Financial Corp. (9)
23.1#	Consent of Ernst & Young LLP
23.2#	Consent of Crowe Horwath LLP
23.3#	Consent of McGladrey & Pullen, LLP
23.4	Consent of Pepper Hamilton LLP (included in Exhibit 5.1)
23.5	Consent of Roy W. Hibberd (including in Exhibit 5.2)
23.6	Consent of Stewart McKelvey (including in Exhibit 5.3)
23.7	Consent of Bishop & McKenzie LLP (including in Exhibit 5.4)
23.8	Consent of Owen Bird Law Corporation (including in Exhibit 5.5)
24.1	Powers of Attorney (included in the signature page to the registration statement)
25.1#	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee under the Indenture
99.1#	Form of Letter of Transmittal
99.2#	Form of Notice of Guaranteed Delivery
99.3#	Form of Letter to Brokers
99.4#	Form of Letter to Holders and DTC Participants

(1)	Incorporated by reference to the Registration Statement on Form S-4 filed by Dollar Financial Group, Inc. on December 19, 1996 (File No. 333-18221)
(2)	Incorporated by reference to the Registration Statement on Form S-4 filed by Dollar Financial Group, Inc. on December 23, 2003 (File No. 333-111473)
(3)	Incorporated by reference to the Registration Statement on Form S-1 filed on March 12, 2004 (File No. 333-113570)
(4)	Incorporated by reference to the Amendment No. 2 to the Registration Statement on Form S-1 filed by Dollar Financial Corp. on June 3, 2004 (File No. 333-113570)
(5)	Incorporated by reference to the Registration Statement on Form S-1/A filed by Dollar Financial Corp. on July 7, 2004 (File No. 333-113570)

II-11

(6)	Incorporated by reference to Amendment No. 4 to the Registration Statement on Form S-1 filed by Dollar Financial Corp. on July 16, 2004 (File No. 333-113570)
(7)	Incorporated by reference to the Quarterly Report on Form 10-Q filed by Dollar Financial Corp. on February 11, 2005 (File No. 000-50866)
(8)	Incorporated by reference to the Registration Statement on Form S-8 filed by Dollar Financial Corp. on March 15, 2005 (File No. 333-123320)
(9)	Incorporated by reference to the Registration Statement on Form S-4 filed by Dollar Financial Corp. on July 28, 2005 (File No. 333-126951-17)
(10)	Incorporated by reference to the Annual Report on Form 10-K filed by Dollar Financial Group, Inc. on September 18, 2007 (File No. 333-18221)
(11)	Incorporated by reference to the Current Report on Form 8-K filed by Dollar Financial Group, Inc. on November 2, 2006 (File No. 333-18221)
(12)	Incorporated by reference to the Current Report on Form 8-K filed by Dollar Financial Corp. on April 13, 2007 (File No. 000-50866)
(13)	Incorporated by reference to the Current Report on Form 8-K filed by Dollar Financial Corp. on June 26, 2007 (File No. 000-50866)
(14)	Incorporated by reference to the Current Report on Form 8-K filed by Dollar Financial Corp. on June 27, 2007 (File No. 000-50866)
(15)	Incorporated by reference to the Current Report on Form 8-K filed by Dollar Financial Corp. on July 5, 2007 (File No. 000-50866)
(16)	Incorporated by reference to the Current Report on Form 8-K filed by Dollar Financial Corp. on September 11, 2007 (File No. 000-50866)
(17)	Incorporated by reference to the Current Report on Form 8-K filed by Dollar Financial Corp. on November 21, 2007 (File No. 000-50866)
(18)	Incorporated by reference to the Current Report on Form 8-K filed by Dollar Financial Corp. on May 15, 2008 (File No. 000-50866)
(19)	Incorporated by reference to the Current Report on Form 8-K filed by Dollar Financial Corp. on June 5, 2008 (File No. 000-50866)
(20)	Incorporated by reference to the Current Report on Form 8-K filed by Dollar Financial Corp. on September 29, 2008 (File No. 000-50866)
(21)	Incorporated by reference to the Current Report on Form 8-K filed by Dollar Financial Corp. on December 5, 2008 (File No. 000-50866)
(22)	Incorporated by reference to the Current Report on Form 8-K filed March 20, 2009 (File No. 000-50866)
(23)	Incorporated by reference to the Current Report on Form 8-K filed by Dollar Financial Corp. on June 9, 2009 (File No. 000-50866)
(24)	Incorporated by reference to the Current Report on Form 8-K filed by Dollar Financial Corp. on July 19, 2007 (File No. 000-50866)
(25)	Incorporated by reference to the Quarterly Report on Form 10-Q filed by Dollar Financial Corp. on May 9, 2008 (File No. 000-50866
(26)	Incorporated by reference to the Quarterly Report on Form 10-Q filed by Dollar Financial Corp. on November 9, 2007 (File No. 000-50866)
(27)	Incorporated by reference to the Current Report on Form 8-K filed by Dollar Financial Corp. on December 2, 2009 (File No. 000-50866)
(28)	Incorporated by reference to the Current Report on Form 8-K filed by Dollar Financial Corp. on December 24, 2009 (File No. 000-50866)
(29)	Incorporated by reference to the Annual Report on Form 10-K filed by Dollar Financial Corp. on September 3, 2009 (File No. 000-50866)
(30)	Incorporated by reference to the Current Report on Form 8-K filed by Dollar Financial Corp. on November 2, 2009 (File No. 000-50866)
(31)	Incorporated by reference to the Current Report on Form 8-K filed by Dollar Financial Corp. on November 9, 2009 (File No. 000-50866)

II-12

*	Management contracts and compensatory plans and arrangements
#	Filed herewith.

II-13

EX-3.1(A)

Exhibit 3.1(a)

CERTIFICATE OF AMALGAMATION

Companies Act

I HEREBY CERTIFY that this is a true copy of a document filed in the office of the Registrar of Joint Stock Companies on the
1 day of, July, 2006

Registry Number Illegible

3160435 Registrar of Joint Stock Companies

Dated 2 day of December, 2009

I hereby certify that

NATIONAL MONEY MART COMPANY

3147206 NOVA SCOTIA LIMITED

T.L.T. HOLDCO INC.

having entered into an amalgamation subsequently approved by Order of the Supreme Court of Nova Scotia, have amalgamated and the name of the amalgamated company is:

NATIONAL MONEY MART COMPANY

and the amalgamation is approved by the Registrar of Joint Stock Companies effective this date and the liability of the members is unlimited.

Original Signed By: July 1, 2006

Deputy Registrar of Joint Stock Companies            Date of Amalgamation

NOVA SCOTIA IN THE SUPREME COURT OF NOVA SCOTIA

IN THE MATTER OF: The Companies Act of Nova Scotia, being Chapter 81 of the Revised Statutes of Nova Scotia, 1989, as amended

-and-

IN THE MATTER OF: The application of National Money Mart Company, T.L.T. Holdco Inc. and 3147206 Nova Scotia Limited for an Order of Amalgamation.

Sgd. ORDER OF AMALGAMATION

BEFORE THE HONOURABLE JUSTICE PRESIDING IN CHAMBERS.

UPON HEARING READ the affidavits of Syd Franchuk, each sworn June 26, 2006;

AND UPON HEARING READ the amalgamation agreement dated June 26, 2006 between National Money Mart Company, T.L.T. Holdco Inc. and 3147206 Nova Scotia Limited (the Amalgamation Agreement) a copy of which is annexed hereto as Schedule A;

AND UPON IT APPEARING that all the shareholders of National Money Mart Company, T.L.T. Holdco Inc. and 3147206 Nova Scotia Limited have approved the Amalgamation Agreement and that none of the creditors will be affected by the amalgamation provided for in the Amalgamation Agreement;

AND UPON IT APPEARING that the Applicants are private companies and no useful purpose would be served by having the financial statements of the Applicants filed herein produced as public documents after being examined by the Court at the hearing of this Application;

AND UPON HEARING Maurice P. Chiasson, counsel for the applicants;

AND UPON MOTION IT IS HEREBY ORDERED that the Amalgamation Agreement be and the same is hereby approved.

AND IT IS FURTHER ORDERED that none of National Money Mart Company, T.L.T. Holdco Inc. and 3147206 Nova Scotia Limited be required to give notice to their creditors, if any, of the time and place of an application for an order of this Court approving the Amalgamation Agreement and that such notice be and the same is hereby dispensed with pursuant to subsection (7) of Section 134 of the Companies Act.

IT IS FURTHER ORDERED that the filing with the Registrar of Joint Stock Companies of a copy of this order certified under the hand of the Prothonotary or Deputy Protbonotary be sufficient compliance with the provisions of subsection (9) of Section 134 of the Companies Act.

I HEREBY CERTIFY that this is a true copy of a document filed in the office of the Registrar of Joint Stock Companies on the
30 day of June, 2006

illegible

Registrar of Joint Stock Companies

Dated 3 day of ___2009

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AND IT IS FURTHER ORDERED that the Affidavit of Syd Franchuk, sworn June 26, 2006 filed herein, to which are appended as Exhibits certain financial statements, be sealed by the Prothonotary and not opened except upon further Order of this Honourable Court.

DATED at Halifax, Nova Scotia, this 29^th day of June, 2006.

/s/ Danielle Dixon-Toulouse  

Deputy Prothonotary 

I hereby certify that the foregoing document is a true copy of the original.

Dated 29 day of June, 06

DANIELLE DIXON-TOULOUSE

Deputy Prothonotary

THIS AGREEMENT OF AMALGAMATION dated the 26^th day of June. 2006. BETWEEN: NATIONAL MONEY MART COMPANY, a body corporate OF THE ONE PART — and - T.L.T. HOLDCO INC.. a body corporate OF THE SECOND PART — and - 314720.6 NOVA SCOTIA LIMITED, a body corporate OF THE THIRD PART WHEREAS National Money Man Company was amalgamated under the laws of Nova Scotia on July I. 2002 and has an authorized capital consisting of 100.000 common             shares without nominal or par value;

AND WHEREAS Holdco inc. was continued under the laws of Nova Scotia on June 23. 2006 and has an authorized capital consisting of (it 1.000.000 Class A common shares without nominal or par value. (ii) 1.000.000 Class B common shares without nominal or par value, and (iii) 1.000.000 Class C common shares without nominal or par value:

AND WHEREAS 3147206 Nova Scotia Limited was continued under the laws of Nova Scotia on June 23, 2006 and has an authorized capital consisting of (i) 1.000.000 Class A common shares without nominal or par value, (ii) 1.000.000 Class B common shares without nominal or par value, and (iii) 1.000.000 Class C common shares without nominal or par value:

AND WHEREAS the shareholders of National Money Mart Company. T.I..T. Holdco Inc. and 3147206 Nova Scotia Limited deem it desirable and in the best interests of each of them that they be amalgamated pursuant to the provisions of Section 134 of the Companies Act of Nova Scotia;

NOW THEREFORE THIS INDENTURE WITNESSETH that in consideration of the premises the parties hereto agree as follows:

1. National Money Mart Company. TL.F. Holdco Inc. and 3147206 Nova Scotia Limited shall be amalgamated and continue as one company (the Amalgamated Company) pursuant to Section 134 of the Companies Act of Nova Scotia.

2. The attributes and characteristics of the Amalgamated Company shall be as follows:

(a) The name of the Amalgamated Company shall be “National Money Mart Company”

I HEREBY CERTIFY that this is a true copy of a document filed in the office of the Registrar of Joint Stock Companies on the
day of June, 2006

illegible Registrar of Joint Stock Companies

Dated 2 day of December, 2009

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(b)	The registered office of the Amalgamated Company shall be situate at Suite 900, 1959 Upper Water Street, Halifax, Nova Scotia, B3J 3N2.
(c)	The authorized capital of the Amalgamated Company shall consist of such number and class of shares as set out in Schedule B hereto.
(d)	The liability of the members of the Amalgamated Company shall be unlimited.
(e)	The memorandum of association of the Amalgamated Company, including its objects, shall be as set out in Schedule A attached hereto.
(f)	The names, occupations and places of residence of the first directors of the Amalgamated Company are as follows:

Name	Occupation	Place of Residence
Syd Franchuk	Executive	2540 Wilcox Terrace Victoria, British Columbia V8Z 7G5
Jeffrey Weiss	Executive	260 South Radnor Chester Road Villanova, Pennsylvania 19085
Donald Gayhardt	Executive	511 Lynmere Road Bryn Mawr. Pennsylvania 19010

	Such directors are to hold office until the first annual meeting of the shareholders of the Amalgamated Company.
(g)	Subsequent directors are to be elected at the first annual general meeting of the shareholders of the Amalgamated Company and are to hold office while qualified until their successors are from time to time elected in the manner provided for in the Articles of Association of the Amalgamated Company.
(h)	The manner of converting the authorized and issued capital of National Money Mart Company. T.L.T. Holdco Inc. and 3147206 Nova Scotia Limited into that of the Amalgamated Company shall be as follows:

(i) Each registered holder of common shares without nominal or par value in the capital stock of National Money Mart Company shall be entitled to one fully paid and non-assessable common share without nominal or par value in the capital stock of the Amalgamated Company for each common share in the capital stock of National Money Mart Company held by such registered shareholder on the date of the Order of the Judge of the Supreme Court of Nova Scotia, in Chambers, approving the amalgamation of National Money Mart Company. T.L.T. Holdco Inc. and 3147206 Nova Scotia Limited:

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(ii)	Each share in the capital stock of T.L.T. Holdco Inc. will be cancelled: and
(iii)	Each share in the capital stock of 3147206 Nova Scotia Limited will be cancelled.

3. The Articles of Association of the Amalgamated Company shall be those attached and marked Schedule B to this Agreement until repealed, amended, altered or added to.

4. The Amalgamated Company shall possess all the property, rights, privileges and franchises, and shall be subject to all the liabilities, contracts and debts of National Money Mart Company, T.L.T. Holdco Inc. and 3147206 Nova Scotia Limited.

5. All rights of creditors against the property, rights and assets of National Money Mart Company, T.L.T. Holdco Inc. and 3147206 Nova Scotia Limited respectively and all mortgages, liens or claims upon their respective properties, rights and assets shall be unimpaired by the proposed amalgamation and all debts, contracts, liabilities and duties of National Money Mart Company, T.L.T. Holdco Inc. and 3147206 Nova Scotia Limited respectively shall thenceforth attach to the Amalgamated Company and may be enforced against it to the same extent as if the said debts, contracts, liabilities and duties had been incurred or contracted by it.

6. No action or proceeding by or against National Money Mart Company. T.L.T. Holdco Inc. and 3147206 Nova Scotia Limited shall abate or be affected by the proposed amalgamation but for all purposes of such action or proceeding by or against National Money Mart Company. T.L.T. Holdco Inc. and 3147206 Nova Scotia Limited as the case may be, they shall be deemed still to exist and the Amalgamated Company may be substituted in such action or proceeding in the place thereof.

7. National Money Mart Company, T.L.T. Holdco Inc. and 3147206 Nova Scotia Limited may by resolution of their Boards of Directors or their shareholders assent to such alterations or modifications of this Agreement as they see fit and the expression “this Agreement” as used herein shall be read and construed to mean and include this Agreement as so altered or modified.

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IN WITNESS WHEREOF the parties hereto have caused the same to be executed in their names and on their behalf and their corporate seals to be thereunto affixed by their proper officers duly authorized in that behalf. SIGNED, SEALED AND DELIVERED ) NATIONAL MONEY MART in the presence of. ) COMPANY ) ) By: Witness ) ) ) T.L.T. HOLDCO INC. ) ) ) By: Witness ) ) ) 3147206 NOVA SCOTIA LIMITED ) ) ) By- Witness )

SCHEDULE A

MEMORANDUM OF ASSOCIATION
OF
NATIONAL MONEY MART COMPANY

1. The name of the Company is National Money Mart Company.

2. There are no restrictions on the objects and powers of the Company and the Company shall expressly have the following powers:

(a)	to sell or dispose of its undertaking, or a substantial part thereof:
(b)	to distribute any of its property in specie among its members; and
(c)	to amalgamate with any company or other body of persons.

3. The liability of the members is unlimited.

SCHEDULE B

ARTICLES OF ASSOCIATION
OF
NATIONAL MONEY MART COMPANY

INTERPRETATION

1. In these Articles, unless there be something in the subject or context inconsistent therewith:

(a)	“Act” means the Companies Act (Nova Scotia):
(b)	“Articles” means these Articles of Association of the Company and all amendments hereto:
(c)	“Company” means the company named above;
(d)	“director” means a director of the Company:
(e)	“Memorandum” means the Memorandum of Association of the Company and all amendments thereto:
(f)	“month” means calendar month:
(g)	“Office” means the registered office of the Company:
(h)	“person” includes a body corporate:
(i)	“proxyholder” includes an alternate proxyholder:
(j)	“Register” means the register of members kept pursuant to the Act, and where the context permits includes a branch register of members:
(k)	“Registrar” means the Registrar as defined in the Act;
(l)	“Secretary’” includes any person appointed to perform the duties of the Secretary temporarily;
(m)	“shareholder” means member as that term is used in the Act in connection with an unlimited company having share capital and as that term is used in the Memorandum;
(n)	“special resolution” has the meaning assigned by the Act:
(o)	“in writing” and “written” includes printing. lithography and other modes of representing or reproducing words in visible form:
(p)	words importing number or gender include all numbers and genders unless the context otherwise requires.

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2. The regulations in Table A in the First Schedule to the Act shall not apply to the Company.

3. The directors may enter into and carry into effect or adopt and carry into effect any agreement made by the promoters of the Company on behalf of the Company and may agree to any modification in the terms of any such agreement, either before or after its execution.

4. The directors may, out of the funds of the Company, pay all expenses incurred for the amalgamation and organization of the Company.

SHARES

5. The capital of the Company shall consist of 100,000 common shares without nominal or par value with the power to divide the shares in the capital for the time being into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption, purchase and other acquisition of such shares, subject, however, to the provisions of the Act.

6. The directors shall control the shares and subject to the provisions of these Articles, may allot or otherwise dispose of them to such person at such times, on such terms and conditions and, if the shares have a par value, either at a premium or at par as they think fit.

7. The directors may pay on behalf of the Company a reasonable commission to any person in consideration of subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company. Subject to the Act the commission may be paid or satisfied in shares of the Company.

8. On the issue of shares the Company may arrange among the holders thereof differences in the calls to be paid and in the times for their payment.

9. If the whole or part of the allotment price of any shares is by the conditions of their allotment, payable in instalments, every such instalment shall, when due, be payable to the Company by the person who is at such time the registered holder of the shares.

10. Shares may be registered in the names of joint holders not exceeding three in number.

11. Joint holders of a share shall be jointly and severally liable for the payment of all instalments and calls due in respect of such share. On the death of one or more joint holders of shares the survivor or survivors of them shall alone be recognized by the Company as the registered holder or holders of the shares.

12. Save as herein otherwise provided, the Company may treat the registered holder of any share as the absolute owner thereof and accordingly shall not except as ordered by a court of competent jurisdiction or required by statute be bound to recognize any equitable or other claim to or interest in such share on the part of any other person.

13. The Company is a private company and:

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(a)	no transfer of any share or prescribed security of the Company shall be effective unless or until approved by the directors:
(b)	the number of holders of issued and outstanding prescribed securities or shares of the Company, exclusive of persons who are in the employment of the Company or in the employment of an affiliate of the Company and exclusive of persons who having been formerly in the employment of the Company or the employment of an affiliate of the Company, were, while in that employment, and have continued after termination of that employment, to own at least one prescribed security or share of the Company, shall not exceed 50 in number, two or more persons or companies who are the joint registered owners of one or more prescribed securities or shares being counted as one holder; and
(c)	the Company shall not invite the public to subscribe for any of its securities.

In this Article, “private company” and “securities” have the meanings ascribed to those terms in the Securities Act (Nova Scotia), and “prescribed security” means any of the securities prescribed by the Nova Scotia Securities Commission from time to time for the purpose of the definition of “private company” in the Securities Act (Nova Scotia).

CERTIFICATES

14. Certificates of title to shares shall comply with the Act and may otherwise be in such form as the directors may from time to time determine. Unless the directors otherwise determine, every certificate of title to shares shall be signed manually by at least one of the Chairman, President, Secretary, Treasurer, a vice-president, an assistant secretary, any other officer of the Company or any director of the Company or by or on behalf of a share registrar transfer agent or branch transfer agent appointed by the Company or by any other person whom the directors may designate. When signatures of more than one person appear on a certificate all but one may be printed or otherwise mechanically reproduced. All such certificates when signed as provided in this Article shall be valid and binding upon the Company. If a certificate contains a printed or mechanically reproduced signature of a person, the Company may issue the certificate, notwithstanding that the person has ceased to be a director or an officer of the Company and the certificate is as valid as if such person were a director or an officer at the date of its issue. Any certificate representing shares of a class publicly traded on any stock exchange shall be valid and binding on the Company if it complies with the rules of such exchange whether or not it otherwise complies with this Article.

15. Except as the directors may determine, each shareholder’s shares may be evidenced by any number of certificates so long as the aggregate of the shares stipulated in such certificates equals the aggregate registered in the name of the shareholder.

16. Where shares are registered in the names of two or more persons, the Company shall not be bound to issue more than one certificate or set of certificates, and such certificate or set of certificates shall be delivered to the person first named on the Register.

17. Any certificate that has become worn, damaged or defaced may, upon its surrender to the directors, be cancelled and replaced by a new certificate. Any certificate that has become lost or destroyed may be replaced by a new certificate upon proof of such loss or destruction to the

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satisfaction of the directors and the furnishing to the Company of such undertakings of indemnity as the directors deem adequate.

18. The sum of one dollar or such other sum as the directors from time to time determine shall be paid to the Company for every certificate other than the first certificate issued to any holder in respect of any share or shares.

19. The directors may cause one or more branch Registers of shareholders to be kept in any place or places, whether inside or outside of Nova Scotia.

CALLS

20. The directors may make such calls upon the shareholders in respect of all amounts unpaid on the shares held by them respectively and not made payable at fixed times by the conditions on which such shares were allotted, and each shareholder shall pay the amount of every call so made to the person and at the times and places appointed by the directors. A call may be made payable by instalments.

21. A call shall be deemed to have been made at the time when the resolution of the directors authorizing such call was passed.

22. At least 14 days’ notice of any call shall be given, and such notice shall specify the time and place at which and the person to whom such call shall be paid.

23. If the sum payable in respect of any call or instalment is not paid on or before the day appointed for the payment thereof, the holder for the time being of the share in respect of which the call has been made or the instalment is due shall pay interest on such call or instalment at the rate of 9% per year or such other rate of interest as the directors may determine from the day appointed for the payment thereof up to the time of actual payment.

24. At the trial or hearing of any action for the recovery of any amount due for any call, it shall be sufficient to prove that the name of the shareholder sued is entered on the Register as the holder or one of the holders of the share or shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that such notice of such call was duly given to the shareholder sued in pursuance of these Articles. It shall not be necessary to prove the appointment of the directors who made such call or any other matters whatsoever and the proof of the matters stipulated shall be conclusive evidence of the debt.

FORFEITURE OF SHARES

25. If any shareholder fails to pay any call or instalment on or before the day appointed for payment, the directors may at any time thereafter while the call or instalment remains unpaid serve a notice on such shareholder requiring payment thereof together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

26. The notice shall name a day (not being less than 14 days after the date of the notice) and a place or places on and at which such call or instalment and such interest and expenses are to be paid. The notice shall also state that, in the event of non-payment on or before the day and at the

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place or one of the places so named, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited.

27. If the requirements of any such notice are not complied with, any shares in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

28. When any share has been so forfeited, notice of the resolution shall be given to the shareholder in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture shall be made in the Register.

29. Any share so forfeited shall be deemed the property of the Company and the directors may sell, re-allot or otherwise dispose of it in such manner as they think fit.

30. The directors may at any time before any share so forfeited has been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit.

31. Any shareholder whose shares have been forfeited shall nevertheless be liable to pay and shall forthwith pay to the Company all calls, instalments, interest and expenses owing upon or in respect of such shares at the time of the forfeiture together with interest thereon at the rate of 9% per year or such other rate of interest as the directors may determine from the time of forfeiture until payment. The directors may enforce such payment if they think fit, but are under no obligation to do so.

32. A certificate signed by the Secretary stating that a share has been duly forfeited on a specified date in pursuance of these Articles and the time when it was forfeited shall be conclusive evidence of the facts therein stated as against any person who would have been entitled to the share but for such forfeiture.

LIEN ON SHARES

33. The Company shall have a first and paramount lien upon all shares (other than fully paid-up shares) registered in the name of a shareholder (whether solely or jointly with others) and upon the proceeds from the sale thereof for debts, liabilities and other engagements of the shareholder, solely or jointly with any other person, to or with the Company, whether or not the period for the payment, fulfilment or discharge thereof has actually arrived, and such lien shall extend to all dividends declared in respect of such shares. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of any lien of the Company on such shares.

34. For the purpose of enforcing such lien the directors may sell the shares subject to it in such manner as they think fit. but no sale shall be made until the period for the payment, fulfilment or discharge of such debts, liabilities or other engagements has arrived, and until notice in writing of the intention to sell has been given to such shareholder or the shareholder’s executors or administrators and default has been made by them in such payment, fulfilment or discharge for seven days after such notice.

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35. The net proceeds of any such sale after the payment of all costs shall be applied in or towards the satisfaction of such debts, liabilities or engagements and the residue, if any, paid to such shareholder.

VALIDITY OF SALES

36. Upon any sale after forfeiture or to enforce a lien in purported exercise of the powers given by these Articles the directors may cause the purchaser’s name to be entered in the Register in respect of the shares sold, and the purchaser shall not be bound to see to the regularity of the proceedings or to the application of the purchase money, and after the purchaser’s name has been entered in the Register in respect of such shares the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

TRANSFER OF SHARES

37. The instrument of transfer of any share in the Company shall be signed by the transferor. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof and shall be entitled to receive any dividend declared thereon before the registration of the transfer.

38. The instrument of transfer of any share shall be in writing in the following form or to the following effect:

For value received,                      hereby sell, assign, and transfer unto                     ,                       shares in the capital of the Company represented by the within certificate, and do hereby irrevocably constitute and appoint                      attorney to transfer such shares on the books of the Company with full power of substitution in the premises.

Dated the ___ day of                     , ___

Witness:

39. The directors may, without assigning any reason therefor, decline to register any transfer of shares:

(a)	not fully paid-up or upon which the Company has a lien, or
(b)	the transfer of which is restricted by any agreement to which the Company is a party.

40. Every instrument of transfer shall be left for registration at the Office of the Company, or at any office of its transfer agent where a Register is maintained, together with the certificate of the shares to be transferred and such other evidence as the Company may require to prove title to or the right to transfer the shares.

41. The directors may require that a fee determined by them be paid before or after registration of any transfer.

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42. Every instrument of transfer shall, after its registration, remain in the custody of the Company. Any instrument of transfer that the directors decline to register shall, except in case of fraud, be returned to the person who deposited it.

TRANSMISSION OF SHARES

43. The executors or administrators of a deceased shareholder (not being one of several joint holders) shall be the only persons recognized by the Company as having any title to the shares registered in the name of such shareholder. When a share is registered in the names of two or more joint holders, the survivor or survivors or the executors or administrators of the deceased shareholder, shall be the only persons recognized by the Company as having any title to, or interest in, such share.

44. Notwithstanding anything in these Articles, if the Company has only one shareholder (not being one of several joint holders) and that shareholder dies, the executors or administrators of the deceased shareholder shall be entitled to register themselves in the Register as the holders of the shares registered in the name of the deceased shareholder whereupon they shall have all the rights given by these Articles and by law to shareholders.

45. Any person entitled to shares upon the death or bankruptcy of any shareholder or in any way other than by allotment or transfer, upon producing such evidence of entitlement as the directors require, may be registered as a shareholder in respect of such shares, or may, without being registered, transfer such shares subject to the provisions of these Articles respecting the transfer of shares. The directors shall have the same right to refuse registration as if the transferee were named in an ordinary transfer presented for registration.

SURRENDER OF SHARES

46. The directors may accept the surrender of any share by way of compromise of any question as to the holder being properly registered in respect thereof. Any share so surrendered may be disposed of in the same manner as a forfeited share.

INCREASE AND REDUCTION OF CAPITAL

47. Subject to the Act, the shareholders may by special resolution amend these Articles to increase or alter the share capital of the Company as they think expedient. Without prejudice to any special rights previously conferred on the holders of existing shares, any share may be issued with such preferred, deferred or other special rights, or with such restrictions, whether in regard to dividends, voting, return of share capital or otherwise, as the shareholders may from time to time determine by special resolution. Except as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to payment of calls and instalments, transfer and transmission, forfeiture, lien and otherwise.

48. The Company may, by special resolution where required, reduce its share capital in any way and with and subject to any incident authorized and consent required by law. Subject to the Act and any provisions attached to such shares, the Company may redeem, purchase or acquire any of its shares and the directors may determine the manner and the terms for redeeming.

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purchasing or acquiring such shares and may provide a sinking fund on such terms as they think fit for the redemption, purchase or acquisition of shares of any class or series.

MEETINGS AND VOTING BY CLASS OR SERIES

49. Where the holders of shares of a class or series have, under the Act, the terms or conditions attaching to such shares or otherwise, the right to vote separately as a class in respect of any matter then, except as provided in the Act, these Articles or such terms or conditions, all the provisions in these Articles concerning general meetings (including, without limitation, provisions respecting notice, quorum and procedure) shall, mutatis mutandis, apply to every meeting of holders of such class or series of shares convened for the purpose of such vote.

50. Unless the rights, privileges, terms or conditions attached to a class or series of shares provide otherwise, such class or series of shares shall not have the right to vote separately as a class or series upon an amendment to the Memorandum or Articles to:

(a)	increase or decrease any maximum number of authorized shares of such class or series, or increase any maximum number of authorized shares of a class or series having rights or privileges equal or superior to the shares of such class or series:
(b)	effect an exchange, reclassification or cancellation of all or part of the shares of such class or series; or
(c)	create a new class or series of shares equal or superior to the shares of such class or series.

BORROWING POWERS

51. The directors on behalf of the Company may:

(a)	raise or borrow money for the purposes of the Company or any of them;
(b)	secure the repayment of funds so raised or borrowed in such manner and upon such terms and conditions in all respects as they think fit, and in particular by the execution and delivery of mortgages of the Company’s real or personal property, or by the issue of bonds, debentures or other securities of the Company secured by mortgage or other charge upon all or any part of the property of the Company, both present and future including its uncalled capital for the time being;
(c)	sign or endorse bills, notes, acceptances, cheques, contracts, and other evidence of or securities for funds borrowed or to be borrowed for the purposes aforesaid;
(d)	pledge debentures as security for loans:
(e)	guarantee obligations of any person.

52. Bonds, debentures and other securities may be made assignable, free from any equities between the Company and the person to whom such securities were issued.

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53. Any bonds, debentures and other securities may be issued at a discount, premium or otherwise and with special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of directors and other matters.

GENERAL MEETINGS

54. Ordinary general meetings of the Company shall be held at least once in every calendar year at such time and place as may be determined by the directors and not later than 15 months after the preceding ordinary general meeting. All other meetings of the Company shall be called special general meetings. Ordinary or special general meetings may be held either within or without the Province of Nova Scotia.

55. The President, a vice-president or the directors may at any time convene a special general meeting, and the directors, upon the requisition of shareholders in accordance with the Act shall forthwith proceed to convene such meeting or meetings to be held at such time and place or times and places as the directors determine.

56. The requisition shall state the objects of the meeting requested, be signed by the requisitionists and deposited at the Office of the Company. It may consist of several documents in like form each signed by one or more of the requisitionists.

57. At least seven clear days’ notice, or such longer period of notice as may be required by the Act, of every general meeting, specifying the place, day and hour of the meeting and, when special business is to be considered, the general nature of such business, shall be given to the shareholders entitled to be present at such meeting by notice given as permitted by these Articles. With the consent in writing of all the shareholders entitled to vote at such meeting, a meeting may be convened by a shorter notice and in any manner they think fit, or notice of the time, place and purpose of the meeting may be waived by all of the shareholders.

58. When it is proposed to pass a special resolution, the two meetings may be convened by the same notice, and it shall be no objection to such notice that it only convenes the second meeting contingently upon the resolution being passed by the requisite majority at the first meeting.

59. The accidental omission to give notice to a shareholder, or non-receipt of notice by a shareholder, shall not invalidate any resolution passed at any general meeting.

RECORD DATES

60. The directors may fix in advance a date as the record date for the determination of shareholders:

(a)	entitled to receive payment of a dividend or entitled to receive any distribution;
(b)	entitled to receive notice of a meeting: or
(c)	for any other purpose.

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If no record date is fixed, the record date for the determination of shareholders:

(d)	entitled to receive notice of a meeting shall be the day immediately preceding the day on which the notice is given, or, if no notice is given, the day on which the meeting is held; and
(e)	for any other purpose shall be the day on which the directors pass the resolution relating to the particular purpose.

PROCEEDINGS AT GENERAL MEETINGS

61. The business of an ordinary general meeting shall be to receive and consider the financial statements of the Company and the report of the directors and the report, if any, of the auditors, to elect directors in the place of those retiring and to transact any other business which under these Articles ought to be transacted at an ordinary general meeting.

62. No business shall be transacted at any general meeting unless the requisite quorum is present at the commencement of the business. A corporate shareholder of the Company that has a duly authorized agent or representative present at any such meeting shall for the purpose of this Article be deemed to be personally present at such meeting.

63. One person, being a shareholder, proxyholder or representative of a corporate shareholder, present and entitled to vote shall constitute a quorum for a general meeting, and may hold a meeting.

64. The Chairman shall be entitled to take the chair at every general meeting or, if there be no Chairman, or if the Chairman is not present within fifteen 15 minutes after the time appointed for holding the meeting, the President or, failing the President, a vice-president shall be entitled to take the chair. If the Chairman, the President or a vice-president is not present within 15 minutes after the time appointed for holding the meeting or if all such persons present decline to take the chair, the shareholders present entitled to vote at the meeting shall choose one of their number to be chairman,

65. If within half an hour from the time appointed for a general meeting a quorum is not present, the meeting, if it was convened pursuant to a requisition of shareholders, shall be dissolved; if it was convened in any other way, it shall stand adjourned to the same day in the next week, at the same time and place. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the shareholders present shall be a quorum and may hold the meeting.

66. Subject to the Act, at any general meeting a resolution put to the meeting shall be decided by a show of hands unless, either before or on the declaration of the result of the show of hands, a poll is demanded by the chairman, a shareholder or a proxyholder, and unless a poll is so demanded, a declaration by the chairman that the resolution has been carried, carried by a particular majority, lost or not carried by a particular majority and an entry to that effect in the Company’s book of proceedings shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

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67. When a poll is demanded, it shall be taken in such manner and at such time and place as the chairman directs, and either at once or after an interval or adjournment or otherwise. The result of the poll shall be the resolution of the meeting at which the poll was demanded. The demand of a poll may be withdrawn. When any dispute occurs over the admission or rejection of a vote, it shall be resolved by the chairman and such determination made in good faith shall be final and conclusive.

68. The chairman shall not have a casting vote in addition to any vote or votes that the chairman has as a shareholder.

69. The chairman of a general meeting may with the consent of the meeting adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting that was adjourned.

70. Any poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith without adjournment.

71. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

VOTES OF SHAREHOLDERS

72. Subject to the Act and to any provisions attached to any class or series of shares concerning or restricting voting rights:

(a)	on a show of hands every shareholder entitled to vote present in person, every duly authorized representative of a corporate shareholder, and, if not prevented from voting by the Act, every proxy holder, shall have one vote; and
(b)	on a poll every shareholder present in person, every duly authorized representative of a corporate shareholder, and every proxyholder, shall have one vote for every share held:

whether or not such representative or proxyholder is a shareholder.

73. Any person entitled to transfer shares upon the death or bankruptcy of any shareholder or in any way other than by allotment or transfer may vote at any general meeting in respect thereof in the same manner as if such person were the registered holder of such shares so long as the directors are satisfied at least 48 hours before the time of holding the meeting of such person’s right to transfer such shares.

74. Where there are joint registered holders of any share, any of such holders may vote such share at any meeting, either personally or by proxy, as if solely entitled to it. If more than one joint holder is present at any meeting, personally or by proxy, the one whose name stands first on the Register in respect of such share shall alone be entitled to vote it. Several executors or administrators of a deceased shareholder in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.

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75. Votes may be cast either personally or by proxy or in the case of a corporate shareholder by a representative duly authorized under the Act.

76. A proxy shall be in writing and executed in the manner provided in the Act. A proxy or other authority of a corporate shareholder does not require its seal.

77. A shareholder of unsound mind in respect of whom an order has been made by any court of competent jurisdiction may vote by guardian or other person in the nature of a guardian appointed by that court, and any such guardian or other person may vote by proxy.

78. A proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office of the Company or at such other place as the directors may direct. The directors may, by resolution, fix a time not exceeding 48 hours excluding Saturdays and holidays preceding any meeting or adjourned meeting before which time proxies to be used at that meeting must be deposited with the Company at its Office or with an agent of the Company. Notice of the requirement for depositing proxies shall be given in the notice calling the meeting. The chairman of the meeting shall determine all questions as to validity of proxies and other instruments of authority.

79. A vote given in accordance with the terms of a proxy shall be valid notwithstanding the previous death of the principal, the revocation of the proxy, or the transfer of the share in respect of which the vote is given, provided no intimation in writing of the death, revocation or transfer is received at the Office of the Company before the meeting or by the chairman of the meeting before the vote is given.

80. Every form of proxy shall comply with the Act and its regulations and subject thereto may be in the following form:

I,                                          of                      being a shareholder of                      hereby appoint                     of                      (or failing him/her                     of                      ) as my proxyholder to attend and to vote for me and on my behalf at the ordinary/special general meeting of the Company, to be held on the                      day of                      and at any adjournment thereof, or at any meeting of the Company which may be held prior to [insert specified date or event].

[If the proxy is solicited by or behalf of the management of the Company, insert a statement to that effect.]

Dated this                                 day of                     ,                     .

Shareholder

81. Subject to the Act, no shareholder shall be entitled to be present or to vote on any question, either personally or by proxy, at any general meeting or be reckoned in a quorum while any call is due and payable to the Company in respect of any of the shares of such shareholder.

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82. A resolution, including a special resolution, in writing and signed by every shareholder who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such shareholders at a meeting and satisfies all of the requirements of the Act respecting meetings of shareholders.

DIRECTORS

83. Unless otherwise determined by resolution of shareholders, the number of directors shall not be less than one or more than ten.

84. Notwithstanding anything herein contained the persons named in the Amalgamation Agreement pursuant to which the Company was formed shall be the first directors of the Company.

85. The directors may be paid out of the funds of the Company as remuneration for their service such sums, if any, as the Company may by resolution of its shareholders determine, and such remuneration shall be divided among them in such proportions and manner as the directors determine. The directors may also be paid their reasonable travelling, hotel and other expenses incurred in attending meetings of directors and otherwise in the execution of their duties as directors.

86. The continuing directors may act notwithstanding any vacancy in their body, but if their number falls below the minimum permitted, the directors shall not, except in emergencies or for the purpose of filling vacancies, act so long as their number is below the minimum.

87. A director may, in conjunction with the office of director, and on such terms as to remuneration and otherwise as the directors arrange or determine, hold any other office or place of profit under the Company or under any company in which the Company is a shareholder or is otherwise interested.

88. The office of a director shall ipso facto be vacated, if the director:

(a)	becomes bankrupt or makes an assignment for the benefit of creditors;
(b)	is, or is found by a court of competent jurisdiction to be of unsound mind;
(c)	by notice in writing to the Company, resigns the office of director; or
(d)	is removed in the manner provided by these Articles.

89. No director shall be disqualified by holding the office of director from contracting with the Company, either as vendor, purchaser, or otherwise, nor shall any such contract, or any contract or arrangement entered into or proposed to be entered into by or an behalf of the Company in which any director is in any way interested, either directly or indirectly, be avoided, nor shall any director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason only of such director holding that office or of the fiduciary relations thereby established, provided the director makes a declaration or gives a general notice in accordance with the Act. No director shall, as a director, vote in respect of any contract or arrangement in which the director is so interested, and if the

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director does so vote, such vote shall not be counted. This prohibition may at any time or times be suspended or relaxed to any extent by a resolution of the shareholders and shall not apply to any contract by or on behalf of the Company to give to the directors or any of them any security for advances or by way of indemnity.

ELECTION OF DIRECTORS

90. At the dissolution of every ordinary general meeting at which their successors are elected, all the directors shall retire from office and be succeeded by the directors elected at such meeting. Retiring directors shall be eligible for re-election.

91. If at any ordinary general meeting at which an election of directors ought to take place no such election takes place, or if no ordinary general meeting is held in any year or period of years, the retiring directors shall continue in office until their successors are elected.

92. The Company may by resolution of its shareholders elect any number of directors permitted by these Articles and may determine or alter their qualification.

93. The Company may by special resolution or in any other manner permitted by statute remove any director before the expiration of such director’s period of office and may, if desired, appoint a replacement to hold office during such time only as the director so removed would have held office.

94. Any casual vacancy occurring among the directors may be filled by the directors, but any person so chosen shall retain office only so long as the vacating director would have retained it if the vacating director had continued as director.

CHAIRMAN OF THE BOARD

95. The directors may elect one of their number to be Chairman and may determine the period during which the Chairman is to hold office. The Chairman shall perform such duties and receive such special remuneration as the directors may provide.

PRESIDENT AND VICE-PRESIDENTS

96. The directors shall elect the President of the Company, who need not be a director, and may determine the period for which the President is to hold office. The President shall have general supervision of the business of the Company and shall perform such duties as may be assigned from time to time by the directors.

97. The directors may also elect vice-presidents, who need not be directors, and may determine the periods for which they are to hold office. A vice-president shall, at the request of the President or the directors and subject to the directions of the directors, perform the duties of the President during the absence, illness or incapacity of the President, and shall also perform such duties as may be assigned by the President or the directors.

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SECRETARY AND TREASURER

98. The directors shall appoint a Secretary of the Company to keep minutes of shareholders’ and directors’ meetings and perform such other duties as may be assigned by the directors. The directors may also appoint a temporary substitute for the Secretary who shall, for the purposes of these Articles, be deemed to be the Secretary.

99. The directors may appoint a treasurer of the Company to carry out such duties as the directors may assign.

OFFICERS

100. The directors may elect or appoint such other officers of the Company, having such powers and duties, as they think fit.

101. If the directors so decide the same person may hold more than one of the offices provided for in these Articles.

PROCEEDINGS OF DIRECTORS

102. The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings, as they think fit, and may determine the quorum necessary for the transaction of business. Until otherwise determined, one director shall constitute a quorum and may hold a meeting.

103. If all directors of the Company entitled to attend a meeting either generally or specifically consent, a director may participate in a meeting of directors or of a committee of directors by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at that meeting for purposes of these Articles.

104. Meetings of directors may be held either within or without the Province of Nova Scotia and the directors may from time to time make arrangements relating to the time and place of holding directors’ meetings, the notices to be given for such meetings and what meetings may be held without notice. Unless otherwise provided by such arrangements:

(a)	A meeting of directors may be held at the close of every ordinary general meeting of the Company without notice.
(b)	Notice of every other directors’ meeting may be given as permitted by these Articles to each director at least 48 hours before the time fixed for the meeting.
(c)	A meeting of directors may be held without formal notice if all the directors are present or if those absent have signified their assent to such meeting or their consent to the business transacted at such meeting.

105. The President or any director may at any time, and the Secretary, upon the request of the President or any director, shall summon a meeting of the directors to be held at the Office of the Company. The President, the Chairman or a majority of the directors may at any time, and the

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Secretary, upon the request of the President, the Chairman or a majority of the directors, shall summon a meeting to be held elsewhere.

106.

(a)

Questions arising at any meeting of directors shall be decided by a majority of votes. The chairman of the meeting may vote as a director but shall not have a second or casting vote.

(b)

At any meeting of directors the chairman shall receive and count the vote of any director not present in person at such meeting on any question or matter arising at such meeting whenever such absent director has indicated by telegram, letter or other writing lodged with the chairman of such meeting the manner in which the absent director desires to vote on such question or matter and such question or matter has been specifically mentioned in the notice calling the meeting as a question or matter to be discussed or decided thereat. In respect of any such question or matter so mentioned in such notice any director may give to any other director a proxy authorizing such other director to vote for such first named director at such meeting, and the chairman of such meeting, after such proxy has been so lodged, shall receive and count any vote given in pursuance thereof notwithstanding the absence of the director giving such proxy.

107. If no Chairman is elected, or if at any meeting of directors the Chairman is not present within five minutes after the time appointed for holding the meeting, or declines to take the chair, the President, if a director, shall preside. If the President is not a director, is not present at such time or declines to take the chair, a vice-president who is also a director shall preside. If no person described above is present at such time and willing to take the chair, the directors present shall choose some one of their number to be chairman of the meeting.

108. A meeting of the directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the directors generally.

109. The meetings and proceedings of any committee of directors shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the directors insofar as they are applicable and are not superseded by any regulations made by the directors.

110. All acts done at any meeting of the directors or of a committee of directors or by any person acting as a director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of the director or person so acting, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

111. A resolution in writing and signed by every director who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such directors at a meeting.

112. If any one or more of the directors is called upon to perform extra services or to make any special exertions in going or residing abroad or otherwise for any of the purposes of the

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Company or the business thereof, the Company may remunerate the director or directors so doing, either by a fixed sum or by a percentage of profits or otherwise. Such remuneration shall be determined by the directors and may be either in addition to or in substitution for remuneration otherwise authorized by these Articles.

113. The directors may delegate any of their powers to committees consisting of such number of directors as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the directors.

REGISTERS

114. The directors shall cause to be kept at the Company’s Office in accordance with the provisions of the Act a Register of the shareholders of the Company, a register of the holders of bonds, debentures and other securities of the Company and a register of its directors. Branch registers of the shareholders and of the holders of bonds, debentures and other securities may be kept elsewhere, either within or without the Province of Nova Scotia, in accordance with the Act.

MINUTES

115. The directors shall cause minutes to be entered in books designated for the purpose:

(a)	of all appointments of officers;
(b)	of the names of directors present at each meeting of directors and of any committees of directors;
(c)	of all orders made by the directors and committees of directors; and
(d)	of all resolutions and proceedings of meetings of shareholders and of directors.

Any such minutes of any meeting of directors or of any committee of directors or of shareholders, if purporting to be signed by the chairman of such meeting or by the chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes.

POWERS OF DIRECTORS

116. The management of the business of the Company is vested in the directors who, in addition to the powers and authorities by these Articles or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by statute expressly directed or required to be exercised or done by the shareholders, but subject nevertheless to the previsions of any statute, the Memorandum or these Articles. No modification of the Memorandum or these Articles shall invalidate any prior act of the directors that would have been valid if such modification had not been made.

117. Without restricting the generality of the terms of any of these Articles and without prejudice to the powers conferred thereby, the directors may:

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(a)	take such steps as they think fit to carry out any agreement or contract made by or on behalf of the Company:
(b)	pay costs, charges and expenses preliminary and incidental to the promotion, formation, establishment, and registration of the Company;
(c)	purchase or otherwise acquire for the Company any property, rights or privileges that the Company is authorized to acquire, at such price and generally on such terms and conditions as they think fit:
(d)	pay for any property, rights or privileges acquired by, or services rendered to the Company either wholly or partially in cash or in shares (fully paid-up or otherwise), bonds, debentures or other securities of the Company:
(e)	subject to the Act, secure the fulfilment of any contracts or engagements entered into by the Company by mortgaging or charging all or any of the property of the Company and its unpaid capital for the time being, or in such other manner as they think fit:
(f)	appoint, remove or suspend at their discretion such experts, managers, secretaries, treasurers, officers, clerks, agents and servants for permanent, temporary or special services, as they from time to time think fit, and determine their powers and duties and fix their salaries or emoluments and require security in such instances and to such amounts as they think fit:
(g)	accept a surrender of shares from any shareholder insofar as the law permits and on such terms and conditions as may be agreed:
(h)	appoint any person or persons to accept and hold in trust for the Company any property belonging to the Company, or in which it is interested, execute and do all such deeds and things as may be required in relation to such trust, and provide for the remuneration of such trustee or trustees;
(i)	institute, conduct, defend, compound or abandon any legal proceedings by and against the Company, its directors or its officers or otherwise concerning the affairs of the Company, and also compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company;
(j)	refer any claims or demands by or against the Company to arbitration and observe and perform the awards:
(k)	make and give receipts, releases and other discharges for amounts payable to the Company and for claims and demands of the Company:
(1)	determine who may exercise the borrowing powers of the Company and sign on the Company’s behalf bonds, debentures or other securities, bills, notes, receipts, acceptances, assignments, transfers, hypothecations, pledges, endorsements.

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	cheques, drafts, releases, contracts, agreements and all other instruments and documents;
(m)	provide for the management of the affairs of the Company abroad in such manner as they think fit, and in particular appoint any person to be the attorney or agent of the Company with such powers (including power to sub-delegate) and upon such terms as may be thought fit:
(n)	invest and deal with any funds of the Company in such securities and in such manner as they think fit; and vary or realize such investments;
(o)	subject to the Act, execute in the name and on behalf of the Company in favour of any director or other person who may incur or be about to incur any personal liability for the benefit of the Company such mortgages of the Company’s property, present and future, as they think fit:
(p)	give any officer or employee of the Company a commission on the profits of any particular business or transaction or a share in the general profits of the Company:
(q)	set aside out of the profits of the Company before declaring any dividend such amounts as they think proper as a reserve fund to meet contingencies or provide for dividends, depreciation, repairing, improving and maintaining any of the property of the Company and such other purposes as the directors may in their absolute discretion think in the interests of the Company; and invest such amounts in such investments as they think fit, and deal with and vary such investments, and dispose of all or any part of them for the benefit of the Company, and divide the reserve fund into such special funds as they think fit, with full power to employ the assets constituting the reserve fund in the business of the Company without being bound to keep them separate from the other assets:
(r)	make, vary and repeal rules respecting the business of the Company, its officers and employees, the shareholders of the Company or any section or class of them:
(s)	enter into all such negotiations and contracts, rescind and vary all such contracts, and execute and do all such acts, deeds and things in the name and on behalf of the Company as they consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company:
(t)	provide for the management of the affairs of the Company in such manner as they think fit.

SOLICITORS

118. The Company may employ or retain solicitors any of whom may, at the request or on the instruction of the directors, the Chairman, the President or a managing director, attend meetings of the directors or shareholders, whether or not the solicitor is a shareholder or a director of the Company. A solicitor who is also a director may nevertheless charge for services rendered to the Company as a solicitor.

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THE SEAL

119. The directors shall arrange for the safe custody of the common seal of the Company (the “Seal”). The Seal may be affixed to any instrument in the presence of and contemporaneously with the attesting signature of (i) any director or officer acting within such person’s authority or (ii) any person under the authority of a resolution of the directors or a committee thereof. For the purpose of certifying documents or proceedings the Seal may be affixed by any director or the President, a vice-president, the Secretary, an assistant secretary orany other officer of the Company without the authorization of a resolution of the directors.

120. The Company may have facsimiles of the Seal which may be used interchangeably with the Seal.

121. The Company may have for use at any place outside the Province of Nova Scotia as to all matters to which the corporate existence and capacity of the Company extends, an official seal that is a facsimile of the Seal of the Company with the addition on its face of the name of the place where it is to be used; and the Company may by writing under its Seal authorize any person to affix such official seal at such place to any document to which the Company is a party.

DIVIDENDS

122. The directors may from time to time declare such dividend as they deem proper upon shares of the Company according to the rights and restrictions attached to any class or series of shares, and may determine the date upon which such dividend will be payable and that it will be payable to the persons registered as the holders of the shares on which it is declared at the close of business upon a record date. No transfer of such shares registered after the record date shall pass any right to the dividend so declared.

123. Dividends may be paid as permitted by law and, without limitation, may be paid out of the profits, retained earnings or contributed surplus of the Company. No interest shall be payable on any dividend except insofar as the rights attached to any class or series of shares provide otherwise.

124. The declaration of the directors as to the amount of the profits, retained earnings or contributed surplus of the Company shall be conclusive.

125. The directors may from time to time pay to the shareholders such interim dividends as in their judgment the position of the Company justifies.

126. Subject to these Articles and the rights and restrictions attached to any class or series of shares, dividends may be declared and paid to the shareholders in proportion to the amount of capital paid-up on the shares (not including any capital paid-up bearing interest) held by them respectively.

127. The directors may deduct from the dividends payable to any shareholder amounts due and payable by the shareholder to the Company on account of calls, instalments or otherwise, and may apply the same in or towards satisfaction of such amounts so due and payable.

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128. The directors may retain any dividends on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

129. The directors may retain the dividends payable upon shares to which a person is entitled or entitled to transfer upon the death or bankruptcy of a shareholder or in any way other than by allotment or transfer, until such person has become registered as the holder of such shares or has duly transferred such shares.

!30. When the directors declare a dividend on a class or series of shares and also make a call on such shares payable on or before the date on which the dividend is payable, the directors may retain all or part of the dividend and set off the amount retained against the call.

131. The directors may declare that a dividend be paid by the distribution of cash, paid-up shares (at par or at a premium), debentures, bonds or other securities of the Company or of any other company or any other specific assets held or to be acquired by the Company or in any one or more of such ways.

132. The directors may settle any difficulty that may arise in regard to the distribution of a dividend as they think expedient, and in particular without restricting the generality of the foregoing may issue fractional certificates, may fix the value for distribution of any specific assets, may determine that cash payments will be made to any shareholders upon the footing of the value so fixed or that fractions may be disregarded in order to adjust the rights of all parties, and may vest cash or specific assets in trustees upon such trusts for the persons entitled to the dividend as may seem expedient to the directors.

133. Any person registered as a joint holder of any share may give effectual receipts for all dividends and payments on account of dividends in respect of such share.

134. Unless otherwise determined by the directors, any dividend may be paid by a cheque or warrant delivered to or sent through the post to the registered address of the shareholder entitled, or, when there are joint holders, to the registered address of that one whose name stands first on the register for the shares jointly held. Every cheque or warrant so delivered or sent shall be made payable to the order of the person to whom it is delivered or sent. The mailing or other transmission to a shareholder at the shareholder’s registered address (or, in the case of joint shareholders at the address of the holder whose name stands first on the register) of a cheque payable to the order of the person to whom it is addressed for the amount of any dividend payable in cash after the deduction of any tax which the Company has properly withheld, shall discharge the Company’s liability for the dividend unless the cheque is not paid on due presentation. If any cheque for a dividend payable in cash is not received, the Company shall issue to the shareholder a replacement cheque for the same amount on such terms as to indemnity and evidence of non-receipt as the directors may impose. No shareholder may recover by action or other legal process against the Company any dividend represented by a cheque that has not been duly presented to a banker of the Company for payment or that otherwise remains unclaimed for 6 years from the date on which it was payable.

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ACCOUNTS

135. The directors shall cause proper books of account to be kept of the amounts received and expended by the Company, the matters in respect of which such receipts and expenditures take place, all sales and purchases of goods by the Company, and the assets, credits and liabilities of the Company.

136. The books of account shall be kept at the head office of the Company or at such other place or places as the directors may direct.

137. The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions the accounts and books of the Company or any of them shall be open to inspection of the shareholders, and no shareholder shall have any right to inspect any account or book or document of the Company except as conferred by statute or authorized by the directors or a resolution of the shareholders.

138. At the ordinary general meeting in every year the directors shall lay before the Company such financial statements and reports in connection therewith as may be required by the Act or other applicable statute or regulation thereunder and shall distribute copies thereof at such times and to such persons as may be required by statute or regulation.

AUDITORS AND AUDIT

139. Except in respect of a financial year for which the Company is exempt from audit requirements in the Act, the Company shall at each ordinary general meeting appoint an auditor or auditors to hold office until the next ordinary general meeting. If at any general meeting at which the appointment of an auditor or auditors is to take place and no such appointment takes place, or if no ordinary general meeting is held in any year or period of years, the directors shall appoint an auditor or auditors to hold office until the next ordinary general meeting.

140. The first auditors of the Company may be appointed by the directors at any time before the first ordinary general meeting and the auditors so appointed shall hold office until such meeting unless previously removed by a resolution of the shareholders, in which event the shareholders may appoint auditors.

141. The directors may fill any casual vacancy in the office of the auditor but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act.

142. The Company may appoint as auditor any person, including a shareholder, not disqualified by statute.

143. An auditor may be removed or replaced in the circumstances and in the manner specified in the Act.

144. The remuneration of the auditors shall be fixed by the shareholders, or by the directors pursuant to authorization given by the shareholders, except that the remuneration of an auditor appointed to fill a casual vacancy may be fixed by the directors.

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145. The auditors shall conduct such audit as may be required by the Act and their report, if any, shall be dealt with by the Company as required by the Act.

NOTICES

146. A notice (including any communication or document) shall be sufficiently given, delivered or served by the Company upon a shareholder, director, officer or auditor by personal delivery at such person’s registered address (or, in the case of a director, officer or auditor, last known address) or by prepaid mail, telegraph, telex, facsimile machine or other electronic means of communication addressed to such person at such address.

147. Shareholders having no registered address shall not be entitled to receive notice.

148. All notices with respect to registered shares to which persons are jointly entitled may be sufficiently given to all joint holders thereof by notice given to whichever of such persons is named first in the Register for such shares.

149. Any notice sent by mail shall be deemed to be given, delivered or served on the earlier of actual receipt and the third business day following that upon which it is mailed, and in proving such service it shall be sufficient to prove that the notice was properly addressed and mailed with the postage prepaid thereon. Any notice given by electronic means of communication shall be deemed to be given when entered into the appropriate transmitting device for transmission. A certificate in writing signed on behalf of the Company that the notice was so addressed and mailed or transmitted shall be conclusive evidence thereof.

150. Every person who by operation of law, transfer or other means whatsoever becomes entitled to any share shall be bound by every notice in respect of such share that prior to such person’s name and address being entered on the Register was duly served in the manner hereinbefore provided upon the person from whom such person derived title to such share.

151. Any notice delivered, sent or transmitted to the registered address of any shareholder pursuant to these Articles, shall, notwithstanding that such shareholder is then deceased and that the Company has notice thereof, be deemed to have been served in respect of any registered shares, whether held by such deceased shareholder solely or jointly with other persons, until some other person is registered as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice on the heirs, executors or administrators of the deceased shareholder and all joint holders of such shares.

152. Any notice may bear the name or signature, manual or reproduced, of the person giving the notice written or printed.

153. When a given number of days’ notice or notice extending over any other period is required to be given, the day of service and the day upon which such notice expires shall not, unless it is otherwise provided, be counted in such number of days or other period.

INDEMNITY

154. Every director or officer, former director or officer, or person who acts or acted at the Company’s request, as a director or officer of the Company, a body corporate, partnership or

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other association of which the Company is or was a shareholder, partner, member or creditor, and the heirs and legal representatives of such person, in the absence of any dishonesty on the part of such person, shall be indemnified by the Company against, and it shall be the duty of the directors out of the funds of the Company to pay, all costs, losses and expenses, including an amount paid to settle an action or claim or satisfy a judgment, that such director, officer or person may incur or become liable to pay in respect of any claim made against such person or civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the Company or such body corporate, partnership or other association, whether the Company is a claimant or party to such action or proceeding or otherwise; and the amount for which such indemnity is proved shall immediately attach as a lien on the property of the Company and have priority as against the shareholders over all other claims.

155. No director or officer, former director or officer, or person who acts or acted at the Company’s request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company is or was a shareholder, partner, member or creditor, in the absence of any dishonesty on such person’s part, shall be liable for the acts, receipts, neglects or defaults of any other director, officer or such person, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired for or on behalf of the Company, or through the insufficiency or deficiency of any security in or upon which any of the funds of the Company are invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any funds, securities or effects are deposited, or for any loss occasioned by error of judgment or oversight on the part of such person, or for any other loss, damage or misfortune whatsoever which happens in the execution of the duties of such person or in relation thereto.

EXECUTION OF DOCUMENTS AND INSTRUMENTS

156. Deeds, transfers, assignments, contracts, obligations, certificates and other instruments and documents of any description whatsoever shall be effectively authorized by and signed on behalf of the Company if signed by any director or officer acting within such person’s authority, whether under seal or otherwise as such signatories may see fit. In addition, the board of directors or the shareholders may from time to time by resolution direct the manner in which and the person or persons by whom any particular document or instrument or class of documents or instruments may or shall be signed. Any articles, notice, resolution, requisition, statement or other document or instrument required or permitted to be executed by more than one person may be executed in several documents or instruments of like form each of which is executed by one or more of such persons, and such documents or instruments, when duly executed by all persons required or permitted, as the case may be, to do so, shall be deemed to constitute one document for all relevant purposes. The secretary or any other officer or any director may sign certificates and similar instruments on the Company’s behalf with respect to any factual matters relating to the Company’s business and affairs, including certificates verifying copies of the constating documents, resolutions and minutes of meetings of the Company.

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REMINDERS

157. The directors shall comply with the following provisions of the Act or the Corporations Registration Act (Nova Scotia) where indicated:

(a)	Keep a current register of shareholders (Section 42).
(b)	Keep a current register of directors, officers and managers, send to the Registrar a copy thereof and notice of all changes therein (Section 98).
(c)	Keep a current register of holders of bonds, debentures and other securities (Section 111 and Third Schedule).
(d)	Call a general meeting every year within the proper time (Section 83). Meetings must be held not later than 15 months after the preceding general meeting.
(e)	Send to the Registrar copies of all special resolutions (Section 88).
(f)	Send to the Registrar notice of the address of the Company’s Office and of all changes in such address (Section 79).
(g)	Keep proper minutes of all shareholders’ meetings and directors’ meetings in the Company’s minute book kept at the Company’s Office (Sections 89 and 90).
(h)	Obtain a certificate under the Corporations Registration Act (Nova Scotia) as soon as business is commenced.
(i)	Send notice of recognized agent to the Registrar under the Corporations Registration Act (Nova Scotia).

2006          S.H. No. 267909

IN THE MATTER OF:

The Amalgamation of National Money Mart Company, T.L.T. Holdco Inc. and 3147206 Nova Scotia Limited

— and —

IN THE MATTER OF:

The Companies Act of Nova Scotia, being Chapter 81 of the Revised Statutes of Nova Scotia, 1989 as amended

ORDER

STEWART McKELVEY
1959 Upper Water Street
Purdy’s Wharf Tower One
P.O. Box 997
Halifax, Nova Scotia
B3J 2X2
MPC:NS18631-12

EX-3.1(B)

Exhibit 3.l(b)

SCHEDULE B

ARTICLES OF ASSOCIATION
OF
NATIONAL MONEY MART COMPANY

INTERPRETATION

1. In these Articles, unless there be something in the subject or context inconsistent therewith:

(a)	“Act” means the Companies Act (Nova Scotia);
(b)	“Articles” means these Articles of Association of the Company and all amendments hereto;
(c)	“Company” means the company named above;
(d)	“director” means a director of the Company;
(e)	“Memorandum” means the Memorandum of Association of the Company and all amendments thereto;
(f)	“month” means calendar month;
(g)	“Office” means the registered office of the Company;
(h)	“person” includes a body corporate;
(i)	“proxyholder” includes an alternate proxyholder;
(j)	“Register” means the register of members kept pursuant to the Act, and where the context permits includes a branch register of members;
(k)	“Registrar” means the Registrar as defined in the Act;
(l)	“Secretary” includes any person appointed to perform the duties of the Secretary temporarily;
(m)	“shareholder” means member as that term is used in the Act in connection with an unlimited company having share capital and as that term is used in the Memorandum;
(n)	“special resolution” has the meaning assigned by the Act;
(o)	“in writing” and “written” includes printing, lithography and other modes of representing or reproducing words in visible form;
(p)	words importing number or gender include all numbers and genders unless the context otherwise requires.

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2. The regulations in Table A in the First Schedule to the Act shall not apply to the Company.

3. The directors may enter into and carry into effect or adopt and carry into effect any agreement made by the promoters of the Company on behalf of the Company and may agree to any modification in the terms of any such agreement, either before or after its execution.

4. The directors may, out of the funds of the Company, pay all expenses incurred for the amalgamation and organization of the Company.

SHARES

5. The capital of the Company shall consist of 100,000 common shares without nominal or par value with the power to divide the shares in the capital for the time being into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption, purchase and other acquisition of such shares, subject, however, to the provisions of the Act.

6. The directors shall control the shares and, subject to the provisions of these Articles, may allot or otherwise dispose of them to such person at such times, on such terms and conditions and, if the shares have a par value, either at a premium or at par, as they think fit.

7. The directors may pay on behalf of the Company a reasonable commission to any person in consideration of subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company. Subject to the Act, the commission may be paid or satisfied in shares of the Company.

8. On the issue of shares the Company may arrange among the holders thereof differences in the calls to be paid and in the times for their payment.

9. If the whole or part of the allotment price of any shares is, by the conditions of their allotment, payable in instalments, every such instalment shall, when due, be payable to the Company by the person who is at such time the registered holder of the shares.

10. Shares may be registered in the names of joint holders not exceeding three in number.

11. Joint holders of a share shall be jointly and severally liable for the payment of all instalments and calls due in respect of such share. On the death of one or more joint holders of shares the survivor or survivors of them shall alone be recognized by the Company as the registered holder or holders of the shares.

12. Save as herein otherwise provided, the Company may treat the registered holder of any share as the absolute owner thereof and accordingly shall not, except as ordered by a court of competent jurisdiction or required by statute, be bound to recognize any equitable or other claim to or interest in such share on the part of any other person.

13. The Company is a private company, and:

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(a)	no transfer of any share or prescribed security of the Company shall be effective unless or until approved by the directors;
(b)	the number of holders of issued and outstanding prescribed securities or shares of the Company, exclusive of persons who are in the employment of the Company or in the employment of an affiliate of the Company and exclusive of persons who, having been formerly in the employment of the Company or the employment of an affiliate of the Company, were, while in that employment, and have continued after termination of that employment, to own at least one prescribed security or share of the Company, shall not exceed 50 in number, two or more persons or companies who are the joint registered owners of one or more prescribed securities or shares being counted as one holder, and
(c)	the Company shall not invite the public to subscribe for any of its securities.

In this Article, “private company” and “securities” have the meanings ascribed to those terms in the Securities Act (Nova Scotia), and “prescribed security” means any of the securities prescribed by the Nova Scotia Securities Commission from time to time for the purpose of the definition of “private company” in the Securities Act (Nova Scotia).

CERTIFICATES

14. Certificates of title to shares shall comply with the Act and may otherwise be in such form as the directors may from time to time determine. Unless the directors otherwise determine, every certificate of title to shares shall be signed manually by at least one of the Chairman, President, Secretary, Treasurer, a vice-president, an assistant secretary, any other officer of the Company or any director of the Company or by or on behalf of a share registrar transfer agent or branch transfer agent appointed by the Company or by any other person whom the directors may designate. When signatures of more than one person appear on a certificate all but one may be printed or otherwise mechanically reproduced. All such certificates when signed as provided in this Article shall be valid and binding upon the Company. If a certificate contains a printed or mechanically reproduced signature of a person, the Company may issue the certificate, notwithstanding that the person has ceased to be a director or an officer of the Company and the certificate is as valid as if such person were a director or an officer at the date of its issue. Any certificate representing shares of a class publicly traded on any stock exchange shall be valid and binding on the Company if it complies with the rules of such exchange whether or not it otherwise complies with this Article.

15. Except as the directors may determine, each shareholder’s shares may be evidenced by any number of certificates so long as the aggregate of the shares stipulated in such certificates equals the aggregate registered in the name of the shareholder.

16. Where shares are registered in the names of two or more persons, the Company shall not be bound to issue more than one certificate or set of certificates, and such certificate or set of certificates shall be delivered to the person first named on the Register.

17. Any certificate that has become worn, damaged or defaced may, upon its surrender to the directors, be cancelled and replaced by a new certificate. Any certificate that has become lost or destroyed may be replaced by a new certificate upon proof of such loss or destruction to the

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satisfaction of the directors and the furnishing to the Company of such undertakings of indemnity as the directors deem adequate.

18. The sum of one dollar or such other sum as the directors from time to time determine shall be paid to the Company for every certificate other than the first certificate issued to any holder in respect of any share or shares.

19. The directors may cause one or more branch Registers of shareholders to be kept in any place or places, whether inside or outside of Nova Scotia.

CALLS

20. The directors may make such calls upon the shareholders in respect of all amounts unpaid on the shares held by them respectively and not made payable at fixed times by the conditions on which such shares were allotted, and each shareholder shall pay the amount of every call so made to the person and at the times and places appointed by the directors. A call may be made payable by instalments.

21. A call shall be deemed to have been made at the time when the resolution of the directors authorizing such call was passed.

22. At least 14 days’ notice of any call shall be given, and such notice shall specify the time and place at which and the person to whom such call shall be paid.

23. If the sum payable in respect of any call or instalment is not paid on or before the day appointed for the payment thereof, the holder for the time being of the share in respect of which the call has been made or the instalment is due shall pay interest on such call or instalment at the rate of 9% per year or such other rate of interest as the directors may determine from the day appointed for the payment thereof up to the time of actual payment.

24. At the trial or hearing of any action for the recovery of any amount due for any call, it shall be sufficient to prove that the name of the shareholder sued is entered on the Register as the holder or one of the holders of the share or shares in respect of which such debt accrued, that the resolution making the call is duty recorded in the minute book and that such notice of such call was duly given to the shareholder sued in pursuance of these Articles. It shall not be necessary to prove the appointment of the directors who made such call or any other matters whatsoever and the proof of the matters stipulated shall be conclusive evidence of the debt.

FORFEITURE OF SHARES

25. If any shareholder fails to pay any call or instalment on or before the day appointed for payment, the directors may at any time thereafter while the call or instalment remains unpaid serve a notice on such shareholder requiring payment thereof together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

26. The notice shall name a day (not being less than 14 days after the date of the notice) and a place or places on and at which such call or instalment and such interest and expenses are to be paid. The notice shall also state that, in the event of non-payment on or before the day and at the

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place or one of the places so named, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited.

27. If the requirements of any such notice are not complied with, any shares in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

28. When any share has been so forfeited, notice of the resolution shall be given to the shareholder in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture shall be made in the Register.

29. Any share so forfeited shall be deemed the property of the Company and the directors may sell, re-allot or otherwise dispose of it in such manner as they think fit.

30. The directors may at any time before any share so forfeited has been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit.

31. Any shareholder whose shares have been forfeited shall nevertheless be liable to pay and shall forthwith pay to the Company all calls, instalments, interest and expenses owing upon or in respect of such shares at the time of the forfeiture together with interest thereon at the rate of 9% per year or such other rate of interest as the directors may determine from the time of forfeiture until payment. The directors may enforce such payment if they think fit, but are under no obligation to do so.

32. A certificate signed by the Secretary stating that a share has been duly forfeited on a specified date in pursuance of these Articles and the time when it was forfeited shall be conclusive evidence of the facts therein stated as against any person who would have been entitled to the share but for such forfeiture.

LIEN ON SHARES

33. The Company shall have a first and paramount lien upon all shares (other than fully paid-up shares) registered in the name of a shareholder (whether solely or jointly with others) and upon the proceeds from the sale thereof for debts, liabilities and other engagements of the shareholder, solely or jointly with any other person, to or with the Company, whether or not the period for the payment, fulfilment or discharge thereof has actually arrived, and such lien shall extend to all dividends declared in respect of such shares. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of any lien of the Company on such shares.

34. For the purpose of enforcing such lien the directors may sell the shares subject to it in such manner as they think fit, but no sale shall be made until the period for the payment, fulfilment or discharge of such debts, liabilities or other engagements has arrived, and until notice in writing of the intention to sell has been given to such shareholder or the shareholder’s executors or administrators and default has been made by them in such payment, fulfilment or discharge for seven days after such notice.

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35. The net proceeds of any such sale after the payment of all costs shall be applied in or towards the satisfaction of such debts, liabilities or engagements and the residue, if any, paid to such shareholder.

VALIDITY OF SALES

36. Upon any sale after forfeiture or to enforce a lien in purported exercise of the powers given by these Articles the directors may cause the purchaser’s name to be entered in the Register in respect of the shares sold, and the purchaser shall not be bound to see to the regularity of the proceedings or to the application of the purchase money, and after the purchaser’s name has been entered in the Register in respect of such shares the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

TRANSFER OF SHARES

37. The instrument of transfer of any share in the Company shall be signed by the transferor. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof and shall be entitled to receive any dividend declared thereon before the registration of the transfer.

38. The instrument of transfer of any share shall be in writing in the following form or to the following effect:

For value received,                      hereby sell, assign, and transfer unto                     ,                      shares in the capital of the Company represented by the within certificate, and do hereby irrevocably constitute and appoint                      attorney to transfer such shares on the books of the Company with full power of substitution in the premises.

Dated the ___day of                     , ___

Witness:

39. The directors may, without assigning any reason therefor, decline to register any transfer of shares:

(a) not fully paid-up or upon which the Company has a lien, or

(b) the transfer of which is restricted by any agreement to which the Company is a party.

40. Every instrument of transfer shall be left for registration at the Office of the Company, or at any office of its transfer agent where a Register is maintained, together with the certificate of the shares to be transferred and such other evidence as the Company may require to prove title to or the right to transfer the stares.

41. The directors may require that a fee determined by them be paid before or after registration of any transfer.

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42. Every instrument of transfer shall, after its registration, remain in the custody of the Company. Any instrument of transfer that the directors decline to register shall, except in case of fraud, be returned to the person who deposited it.

TRANSMISSION OF SHARES

43. The executors or administrators of a deceased shareholder (not being one of several joint holders) shall be the only persons recognized by the Company as having any title to the shares registered in the name of such shareholder. When a share is registered in the names of two or more joint holders, the survivor or survivors or the executors or administrators of the deceased shareholder, shall be the only persons recognized by the Company as having any title to, or interest in, such share.

44. Notwithstanding anything in these Articles, if the Company has only one shareholder (not being one of several joint holders) and that shareholder dies, the executors or administrators of the deceased shareholder shall be entitled to register themselves in the Register as the holders of the shares registered in the name of the deceased shareholder whereupon they shall have all the rights given by these Articles and by law to shareholders.

45. Any person entitled to shares upon the death or bankruptcy of any shareholder or in any way other than by allotment or transfer, upon producing such evidence of entitlement as the directors require, may be registered as a shareholder in respect of such shares, or may, without being registered, transfer such shares subject to the provisions of these Articles respecting the transfer of shares. The directors shall have the same right to refuse registration as if the transferee were named in an ordinary transfer presented for registration.

SURRENDER OF SHARES

46. The directors may accept the surrender of any share by way of compromise of any question as to the holder being properly registered in respect thereof. Any share so surrendered may be disposed of in the same manner as a forfeited share.

INCREASE AND REDUCTION OF CAPITAL

47. Subject to the Act, the shareholders may by special resolution amend these Articles to increase or alter the share capital of the Company as they think expedient. Without prejudice to any special rights previously conferred on the holders of existing shares, any share may be issued with such preferred, deferred or other special rights, or with such restrictions, whether in regard to dividends, voting, return of share capital or otherwise, as the shareholders may from time to time determine by special resolution. Except as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to payment of calls and instalments, transfer and transmission, forfeiture, lien and otherwise.

48. The Company may, by special resolution where required, reduce its share capital in any way and with and subject to any incident authorized and consent required by law. Subject to the Act and any provisions attached to such shares, the Company may redeem, purchase or acquire any of its shares and the directors may determine the manner and the terms for redeeming,

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purchasing or acquiring such shares and may provide a sinking fund on such terms as they think fit for the redemption, purchase or acquisition of shares of any class or series.

MEETINGS AND VOTING BY CLASS OR SERIES

49. Where the holders of shares of a class or series have, under the Act, the terms or conditions attaching to such shares or otherwise, the right to vote separately as a class in respect of any matter then, except as provided in the Act, these Articles or such terms or conditions, all the provisions in these Articles concerning general meetings (including, without limitation, provisions respecting notice, quorum and procedure) shall, mutatis mutandis, apply to every meeting of holders of such class or series of shares convened for the purpose of such vote.

50. Unless the rights, privileges, terms or conditions attached to a class or series of shares provide otherwise, such class or series of shares shall not have the right to votes separately as a class or series upon an amendment to the Memorandum or Articles to:

(a)	increase or decrease any maximum number of authorized shares of such class or series, or increase any maximum number of authorized shares of a class or series having rights or privileges equal or superior to the shares of such class or series;
(b)	effect as exchange, reclassification or cancellation of all or part of the shares of such class or series; or
(c)	create a new class or series of shares equal or superior to the shares of such, class or series.

BORROWING POWERS

51. The directors on behalf of the Company may:

(a)	raise or borrow money for the purposes of the Company or any of them;
(b)	secure the repayment of funds so raised or borrowed in such manner and upon such terms and conditions in all respects as they think fit, and in particular by the execution and delivery of mortgages of the Company’s real or personal property, or by the issue of bonds, debentures or other securities of the Company secured by mortgage or other charge upon all or part of the property of the Company, both present and future including its uncalled capital for the time being;
(c)	sign or endorse bills, notes, acceptances, cheques, contracts, and other evidence of or securities for funds borrowed or to be borrowed for the purposes aforesaid;
(d)	pledge debentures as security for loans;
(e)	guarantee obligations of any person.

52. Bonds, debentures and other securities may be made assignable, free from any equities between the Company and the person to whom such securities were issued.

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53. Any bonds, debentures and other securities may be issued at a discount, premium or otherwise and with special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of directors and other matters.

GENERAL MEETINGS

54. Ordinary general meetings of the Company shall be held at least once in every calendar year at such time and place as may be determined by the directors and not later than 15 months after the preceding ordinary general meeting. All other meetings of the Company shall be called special general meetings. Ordinary or special general meetings may be held either within or without the Province of Nova Scotia.

55. The President, a vice-president or the directors may at any time convene a special general meeting, and the directors, upon the requisition of shareholders is accordance with the Act shall forthwith proceed to convene such meeting or meetings to be held at such time and place or times and places as the directors determine.

56. The requisition shall state the objects of the meeting requested, be signed by the requisitionists and deposited at the Office of the Company. It may consist of several documents in like form each signed by one or more of the requisitionists.

57. At least seven clear days’ notice, or such longer period of notice as may be required by the Act, of every general meeting, specifying the place, day and hour of the meeting and, when special business is to be considered, the general nature of such business, shall be given to the shareholders entitled to be present at such meeting by notice given as permitted by these Articles. With the consent in writing of all the shareholders entitled to vote at such meeting, a meeting may be convened by a shorter notice and in any manner they think fit, or notice of the time, place and purpose of the meeting may be waived by all of the shareholders.

58. When it is proposed to pass a special resolution, the two meetings may be convened by the same notice, and it shall be no objection to such notice that it only convenes the second meeting contingently upon the resolution being passed by the requisite majority at the first meeting.

59. The accidental omission to give notice to a shareholder, or non-receipt of notice by a shareholder, shall not invalidate any resolution passed at any general meeting.

RECORD DATES

60. The directors may fix in advance a date as the record date for the determination of shareholders:

(a)	entitled to receive payment of a dividend or entitled to receive any distribution;
(b)	entitled to receive notice of a meeting; or
(c)	for any other purpose.

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If no record date is fixed, the record date for the determination of shareholders:

(d)	entitled to receive notice of a meeting shall be the day immediately preceding the day on which the notice is given, or, if no notice is given, the day on which the meeting is held; and
(e)	for any other purpose shall be the day on which the directors pass the resolution relating to the particular purpose.

PROCEEDINGS AT GENERAL MEETINGS

61. The business of an ordinary general meeting shall be to receive and consider the financial statements of the Company and the report of the directors and the report, if any, of the auditors, to elect directors in the place of those retiring and to transact any other business which under these Articles ought to be transacted at an ordinary general meeting.

62. No business shall be transacted at any general meeting unless the requisite quorum is present at the commencement of the business. A corporate shareholder of the Company that has a duty authorized agent or representative present at any such meeting shall for the purpose of this Article be deemed to be personally present at such meeting.

63. One person, being a shareholder, proxyholder or representative of a corporate shareholder, present and entitled to vote shall constitute a quorum for a general meeting and may hold a meeting.

64. The Chairman shall be entitled to take the chair at every general meeting or, if there be no Chairman, or if the Chairman is not present within fifteen 15 minutes after the time appointed for holding the meeting, the President or, failing the President, a vice-president shall be entitled to take the chair. If the Chairman, the President or a vice-president is not present within 15 minutes after the time appointed for holding the meeting or if all such persons present decline to take the chair, the shareholders present entitled to vote at the meeting shall choose one of their number to be chairman.

65. If within half an hour from the time appointed for a general meeting a quorum is not present, the meeting, if it was convened pursuant to a requisition of shareholders, shall be dissolved; if it was convened in any other way, it shall stand adjourned to the same day, in the next week, at the same time and place. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the shareholders present shall be a quorum and may hold the meeting.

66. Subject to the Act, at any general meeting a resolution put to the meeting shall be decided by a show of bands unless, either before or on the declaration of the result of the show of hands, a poll is demanded by the chairman, a shareholder or a proxyholder; and unless a poll is so demanded, a declaration by the chairman that the resolution has been carried, carried by a particular majority, lost or not carried by a particular majority and an entry to that effect in the Company’s book of proceedings shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour as against such resolution.

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67. When a poll is demanded, it shall be taken in such manner and at such time and place as the chairman directs, and either at once or after an interval or adjournment or otherwise. The result of the poll shall be the resolution of the meeting at which the poll was demanded. The demand of a poll may be withdrawn. When any dispute occurs over the admission or rejection of a vote, it shall be resolved by the chairman and such determination made in good faith shall be final and conclusive.

68. The chairman shall not have a casting vote in addition to any vote or votes that the chairman has as shareholder.

69. The chairman of a general meeting may with the consent of the meeting adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting that was adjourned.

70. Any poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith without adjournment.

71. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

VOTES OF SHAREHOLDERS

72. Subject to the Act and to any provisions attached to any class or series of shares concerning or restricting voting rights:

(a)	on a show of hands every shareholder entitled to vote present in person, every duly authorized representative of a corporate shareholder, and, if not prevented from voting by the Act, every proxyholder, shall have one vote; and
(b)	on a poll every shareholder present in person, every duly authorized representative of a corporate shareholder, and every proxyholder, shall have one vote for every share held;

whether or not such representative or proxyholder is a shareholder.

73. Any person entitled to transfer shares-upon the death or bankruptcy of any shareholder or in any way other than by allotment or transfer may vote at any general meeting in respect thereof in the same manner as if such person were the registered holder of such shares so long as the directors are satisfied at least 48 hours before the time of holding the meeting of such person’s right to transfer such shares.

74. Where there are joint registered holders of any share, any of such holders may vote such share at any meeting, either personally or by proxy, as if solely entitled to it. If more than one joint holder is present at any meeting, personally or by proxy, the one whose name stands first on the Register in respect of such share shall alone be entitled to vote it. Several executors or administrators of a deceased shareholder in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.

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75. Votes may be cast either personally or by proxy or, is the case of a corporate shareholder by a representative duly authorized under the Act.

76. A proxy shall be in writing and executed in the manner provided in the Act. A proxy or other authority of a corporate shareholder does not require its seal.

77. A shareholder of unsound mind in respect of whom an order has been made by any court of competent jurisdiction may vote by guardian or other person in the nature of a guardian appointed by that court, and any such guardian or other person may vote by proxy.

78. A proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office of the Company or at such other place as the directors may direct. The directors may by resolution, fix a time not exceeding 48 hours excluding Saturdays and holidays preceding any meeting or adjourned meeting before which time proxies to be used at that meeting must be deposited with the Company at its Office or with an agent of the Company. Notice of the requirement for depositing proxies shall be given in the notice calling the meeting. The chairman of the meeting shall determine all questions as to validity of proxies and other instruments of authority.

79. A vote given in accordance with the terms of a proxy shall be valid notwithstanding the previous death of the principal, the revocation of the proxy, or the transfer of the share in respect of which the vote is given, provided no intimation in writing of the death, revocation or transfer is received at the Office of the Company before the meeting or by the chairman of the meeting before the vote is given.

80. Every form of proxy shall comply with the Act and its regulations and subject thereto may be in the following form:

I,                                                              of                      being a shareholder of                      hereby appoint                      of                      (or failing him/her                      of                     ) as my proxyholder to attend and to vote for me and on my behalf at the ordinary/special general meeting of the Company, to be held on the       day of                      and at any adjournment thereof, or at any meeting of the Company which may be held prior to [insert specified date or event].

[If the proxy is solicited by or behalf of the management of the Company, insert a statement to that effect.]

Dated this       day of           ,           ,

Shareholder

81. Subject to the Act, no shareholder shall be entitled to be present or to vote on any question, either personally or by proxy, at any general meeting or be reckoned in a quorum while any call is due and payable to the Company in respect of any of the shares of such shareholder.

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82. A resolution, including a special resolution, in writing and signed by every shareholder who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such shareholders at a meeting and satisfies all of the requirements of the Act respecting meetings of shareholders.

DIRECTORS

83. Unless otherwise determined by resolution of shareholders, the number of directors shall not be less than one or more than ten.

84. Notwithstanding anything herein contained the persons named in the Amalgamation Agreement pursuant to which the Company was formed shall be the first directors of the Company.

85. The directors may be paid out of the funds of the Company as remuneration for their service such sums, if any, as the Company may by resolution of its shareholders determine, and such remuneration shall be divided among then in such proportions and manner as the directors determine. The directors may also be paid their reasonable travelling, hotel and other expenses incurred in attending meetings of directors and otherwise in the execution of their duties as directors.

86. The continuing directors may act notwithstanding any vacancy in their body, but if their number falls below the minimum permitted, the directors shall not, except in emergencies or for the purpose of filling vacancies, act so long as their number is below the minimum.

87. A director may, in conjunction with the office of director, and on such terms as to remuneration and otherwise as the directors arrange or determine, hold any other office or place of profit under the Company or under any company in which the Company is a shareholder or is otherwise interested.

88. The office of a director shall ipso facto be vacated, if the director:

(a)	becomes bankrupt or makes an assignment for the benefit of creditors;
(b)	is, or is found by a court of competent jurisdiction to be, of unsound mind;
(c)	by notice in writing to the Company, resigns the office of director; or
(d)	is removed in the manner provided by these Articles.

89. No director shall be disqualified by holding the office of director from contracting with the Company, either as vendor, purchaser, or otherwise, nor shall any such contrast, or any contract or arrangement entered into or proposed to be entered into by or on behalf of the Company in which any director is in any way interested, either directly or indirectly, be avoided, not stall any director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason only of such director holding that office or of the fiduciary relations thereby established, provided the director makes a declaration or gives a general notice in accordance with the Act. No director shall, as a director, vote in respect of any contract or arrangement in which the director is so interested, and if the

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director does so vote, such vote shall not be counted. This prohibition may at any time or times be suspended or relaxed to any extent by a resolution of the shareholders and shall not apply to any contract by or on behalf of the Company to give to the directors or any of them any security for advances or by way of indemnity.

ELECTION OF DIRECTORS

90. At the dissolution of every ordinary general meeting at which their successors are elected, all the directors shall retire from office and be succeeded by the directors elected at such meeting. Retiring directors shall be eligible for re-election.

91. If at any ordinary general meeting at which an election of directors ought to take place no such election takes place, or if no ordinary general meeting is held in any year or period of years, the retiring directors shall continue in office until their successors are elected.

92. The Company may by resolution of its shareholders elect any number of directors permitted by these Articles and may determine or alter their qualification.

93. The Company may, by special resolution or in any other manner permitted by statute, remove any director before the expiration of such director’s period of office and may, if desired, appoint a replacement to hold office during such time only as the director so removed would have held office.

94. Any casual vacancy occurring among the directors may be filled by the directors, but any person so chosen shall retain office only so long as the vacating director would have retained it if the vacating director had continued as director.

CHAIRMAN OF THE BOARD

95. The directors may elect one of their number to be Chairman and may determine the period during which the Chairman is to hold office. The Chairman shall perform such duties and receive such special remuneration as the directors may provide.

PRESIDENT AND VICE-PRESIDENTS

96. The directors shall elect the President of the Company, who need not be a director, and may determine the period for which the President is to hold office. The President shall have general supervision of the business of the Company and shall perform such duties as may be assigned from time to time by the directors.

97. The directors may also elect vice-presidents, who need not be directors, and may determine the periods for which they are to hold office. A vice-president shall, at the request of the President or the directors and subject to the directions of the directors, perform the duties of the President during the absence, illness of incapacity of the President, and shall also perform such duties as may be assigned by the President or the directors.

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SECRETARY AND TREASURER

98. The directors shall appoint a Secretary of the Company to keep minutes of shareholders’ and directors’ meetings and perform such other duties as may be assigned by the directors. The directors may also appoint a temporary substitute for the Secretary who shall, for the purposes of these Articles, be deemed to be the Secretary.

99. The directors may appoint a treasurer of the Company to carry out such duties as the directors may assign.

OFFICERS

100. The directors may elect or appoint such other officers of the Company, having such powers and duties, as they think fit.

101. If the directors so decide the same person may hold more than one of the offices provided for in these Articles.

PROCEEDINGS OF DIRECTORS

102. The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings, as they think fit, and may determine the quorum necessary for the transaction of business, Until otherwise determined, one director shall constitute a quorum and may hold a meeting.

103. If all directors of the Company entitled to attend a meeting either generally or specifically consent, a director may participate in a meeting of directors or of a committee of directors by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at that meeting for purposes of these Articles.

104. Meetings of directors may be held either within or without the Province of Nova Scotia and the directors may from time to time make arrangements relating to the time and place of holding directors’ meetings, the notices to be given for such meetings and what meetings may be held without notice. Unless otherwise provided by such arrangements:

(a)	A meeting of directors may be held at the close of every ordinary general meeting of the Company without notice.
(b)	Notice of every other directors’ meeting may be given as permitted by these Articles to each director at least 48 hours before the time fixed for the meeting.
(c)	A meeting of directors may be held without formal notice if all the directors are present or if those absent have signified their assent to such meeting or their consent to the business transacted at such meeting.

105. The President or any director may at any time, and the Secretary, upon the request of the President or any director, shall summon a meeting of the directors to be held at the Office of the Company. The President, the Chairman or a majority of the directors may at any time, and the

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Secretary, upon the request of the President, the Chairman or a majority of the directors, shall summon a meeting to be held elsewhere.

106.

(a)

Questions arising at any meeting of directors shall be decided by a majority of votes. The chairman of the meeting may vote as a director but shall not have a second or casting vote.

(b)

At any meeting of directors the chairman shall receive and count the vote of any director not present in person at such meeting on any question or matter arising at such meeting whenever such absent director has indicated by telegram, letter or other writing lodged with the chairman of such meeting the manner which the absent director desires to vote on such question or matter and such question or matter has been specifically mentioned in the notice calling the meeting as a question or matter to be discussed or decided thereat. In respect of any such question or matter so mentioned in such notice any director may give to any other director a proxy authorizing such other director to vote for such first named director at such meeting, and the chairman of such meeting, after such proxy has been so lodged, shall receive and count any vote given in pursuance thereof notwithstanding the absence of the director giving such proxy.

107. If no Chairman is elected, or if at any meeting of directors the Chairman is not present within five minutes after the time appointed for holding the meeting, of declines to take the chair, the President, if a director, shall preside. If the President is not a director, is not present at such time or declines to take the chair, a vice-president who is also a director shall preside. If no person described above is present at such time and willing to take the chair, the directors present shall choose some one of their number to be chairman of the meeting.

108. A meeting of the directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the directors generally.

109. The meetings and proceedings of any committee of directors shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the directors insofar as they are applicable and are not superseded by any regulations made by the directors.

110. All acts done at any meeting of the directors or of a committee of directors or by any person acting as a director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of the director or person so acting, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

111. A resolution in writing and signed by every director who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such directors at a meeting.

112. If any one or more of the directors is called upon to perform extra services or to make any special exertions in going or residing abroad or otherwise for any of the purposes of the

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Company or the business thereof, the Company may remunerate the director or directors so doing, either by a fixed sum or by a percentage of profits or otherwise. Such remuneration shall be determined by the directors and may be either in addition to or in substitution for remuneration otherwise authorized by these Articles.

113. The directors may delegate any of their powers to committees consisting of such number of directors as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the directors.

REGISTERS

114. The directors shall cause to be kept at the Company’s Office in accordance with the provisions of the Act a Register of the shareholders of the Company, a register of the holders of bonds, debentures and other securities of the Company and a register of its directors. Branch registers of the shareholders and of the holders of bonds, debentures and other securities may be kept elsewhere, either within or without the Province of Nova Scotia, in accordance with the Act.

MINUTES

115. The directors shall cause minutes to be entered in books designated for the purpose:

(a)	of all appointments of officers;
(b)	of the names of directors present at each meeting of directors and of any committees of directors;
(c)	of all orders made by the directors and committees of directors; and
(d)	of all resolutions and proceedings of meetings of shareholders and of directors.

Any such minutes of any meeting of directors or of any committee of directors or of shareholders, if purporting to be signed by the chairman of such meeting or by the chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes.

POWERS OF DIRECTORS

116. The management of the business of the Company is vested in the directors who, in addition to the powers and authorities by these Articles or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by statute expressly directed or required to be exercised or done by the shareholders, but subject nevertheless to the provisions of any statute, the Memorandum or these Articles, No modification of the Memorandum or these Articles shall invalidate any prior act of the directors that would have been valid if such modification had not been made.

117. Without restricting the generality of the terms of any of these Articles and without prejudice to the powers conferred thereby, the directors may:

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(a)	take such steps as they think fit to carry out any agreement or contract made by or on behalf of the Company;
(b)	pay costs, charges and expenses preliminary and incidental to the promotion, formation, establishment, and registration of the Company;
(c)	purchase or otherwise acquire for the Company any property, rights or privileges that the Company is authorized to acquire, at such price and generally on such terms and conditions as they think fit;
(d)	pay for any property, rights or privileges acquired by, or services rendered to the Company either wholly or partially in cash or in shares (fully paid-up or otherwise), bonds, debentures or other securities of the Company;
(e)	subject to the Act, secure the fulfilment of any contracts or engagements entered into by the Company by mortgaging or charging all or any of the property of the Company and its unpaid capital for the time being, or at such other manner as they think fit;
(f)	appoint, remove or suspend at their discretion such experts, managers, secretaries, treasurers, officers, clerks, agents and servants for permanent, temporary or special services, as they from time to time think fit, and determine their powers and duties and fix their salaries or emoluments and requires security in such instances and to such amounts as they think fit;
(g)	accept a surrender of shares from any shareholder insofar as the law permits and on such terms and conditions as many be agreed;
(h)	appoint any person or persons to accept and hold in trust for the Company any property belonging to the Company, or in which it is interested, execute and do all such deeds and things as may be required in relation to such trust, and provide for the remuneration of such trustee or trustees;
(i)	institute, conduct, defend, compound or abandon any legal proceedings by and against the Company, its directors or its officers or otherwise concerning the affairs of the Company, and also compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company;
(j)	refer any claims or demands by or against the Company to arbitration and observe and perform the awards;
(k)	make and give receipts, releases and other discharges for amounts payable to the Company and for claims and demands of the Company;
(l)	determine who may exercise the borrowing powers of the Company and sign on the Company’s behalf bonds, debentures or other securities, bills, notes, receipts, acceptances, assignments, transfers, hypothecations, pledges, endorsements,

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	cheques, drafts, releases, contracts, agreements and all other instruments and documents;
(m)	provide for the management of the affairs of the Company abroad in such manner as they think fit, and in particular appoint any person to be the attorney or agent of the Company with such powers (including power to sub-delegate) and upon such terms as may be thought fit;
(n)	invest and deal with any funds of the Company in such securities and in such manner as they think fit; and vary or realize such investments;
(o)	subject to the Act, execute in the name and on behalf of the Company in favour of any director or other person who may incur or be about to incur any personal liability for the benefit of the Company such mortgages of the Company’s property, present and future, as they think fit;
(p)	give any officer or employee of the Company a commission on the profits of any particular business or transaction or a share in the general profits of the Company;
(q)	set aside out of the profits of the Company before declaring any dividend such amounts as they think proper as a reserve fund to meet contingencies or provide for dividends, depreciation, repairing, improving and maintaining any of the property of the Company and such other purposes as the directors may in their absolute discretion think in the interests of the Company; and invest such amounts in such investments as they think fit, and deal with and vary such investments, and dispose of all or any part of them for the benefit of the Company, and divide the reserve fund into such special funds as they think fit, with full power to employ the assets constituting the reserve fund in the business of the Company without being bound to keep them separate from the other assets;
(r)	make, vary and repeal rules respecting the business of the Company, its officers and employees, the shareholders of the Company or any section or class of them;
(s)	enter into all such negotiations and contracts, rescind and vary all such contracts, and execute and do all such acts, deeds and things in the name and on behalf of the Company as they consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company;
(t)	provide for the management of the affairs of the Company in such manner as they think fit.

SOLICITORS

118. The Company may employ or retain solicitors any of whom may, at the request or on the instruction of the directors, the Chairman, the President or a managing director, attend meetings of the directors or shareholders, whether or not the solicitor is a shareholder or a director of the Company. A solicitor who is also a director may nevertheless charge for services rendered to the Company as a solicitor.

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THE SEAL

119. The directors shall arrange for the safe custody of the common seal of the Company (the “Seal”). The Seal may be affixed to any instrument in the presence of and contemporaneously with the attesting signature of (i) any director or officer acting within such person’s authority or (ii) any person under the authority of a resolution of the directors or a committee thereof. For the purpose of certifying documents or proceedings the Seal may be affixed by any director or the President, a vice-president, the Secretary, an assistant secretary or any other officer of the Company without the authorization of a resolution of the directors.

120. The Company may have facsimiles of the Seal which may be used interchangeably with the Seal.

121. The Company may have for use at any place outside the Province of Nova Scotia, as to all matters to which the corporate existence and capacity of the Company extends, an official seal that is a facsimile of the Seal of the Company with the addition on its face of the name of the place where it is to be used; and the Company may by writing under its Seal authorize any person to affix such official seal at such place to any document to which the Company is a party.

DIVIDENDS

122. The directors may from time to time declare such dividend as they deem proper upon shares of the Company according to the rights and restrictions attached to any class or series of shares, and may determine the date upon which such dividend will be payable and that it will be payable to the persons registered as the holders of the shares on which it is declared at the close of business upon a record date. No transfer of such shares registered after the record date shall pass any right to the dividend so declared.

123. Dividends may be paid as permitted by law and, without limitation, may be paid out of the profits, retained earnings or contributed surplus of the Company. No interest shall be payable on any dividend except insofar as the rights attached to any class or series of shares provide otherwise.

124. The declaration of the directors as to the amount of the profits, retained earnings or contributed surplus of the Company shall be conclusive.

125. The directors may from time to time pay to the shareholders such interim dividends as in their judgment the position of the Company justifies.

126. Subject to these Articles and the rights and restrictions attached to any class or series of shares, dividends may be declared and paid to the shareholders in proportion to the amount of capital paid-up on the shares (not including any capital paid-up bearing interest) held by them respectively.

127. The directors may deduct from the dividends payable to any shareholder amounts due and payable by the shareholder to the Company on account of calls, instalments or otherwise, and may apply the same in or towards satisfaction of such amounts so due and payable.

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128. The directors may retain any dividends on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

129. The directors may retain the dividends payable upon shares to which a person is entitled or entitled to transfer upon the death or bankruptcy of a shareholder or in any way other than by allotment or transfer, until such person has become registered as the holder of such shares or has duly transferred such shares.

130. When the directors declare a dividend on a class or series of shares and also make a call on such shares payable on or before the date on which the dividend is payable, the directors may retain all or part of the dividend and set off the amount retained against the call.

131. The directors may declare that a dividend be paid by the distribution of cash, paid-up shares (at par or at a premium), debentures, bonds or other securities of file Company or of any other company or any other specific assets held or to be acquired by the Company or in any one or more of such ways.

132. The directors may settle any difficulty that may arise in regard to the distribution of a dividend as they think expedient, and in particular without restricting the generality of the foregoing may issue fractional certificates, may fix the value for distribution of any specific assets, may determine that cash payments will be made to any shareholders upon the footing of the value so fixed or that fractions may be disregarded in order to adjust the rights of all parties, and may vest cash or specific assets in trustees upon such trusts for the persons entitled to the dividend as may seem expedient to the directors.

133. Any person registered as a joint holder of any share may give effectual receipts for all dividends and payments on account of dividends in respect of such share.

134. Unless otherwise determined by the directors, any dividend may be paid by a cheque or warrant delivered to or sent through the post to the registered address of the shareholder entitled, or, when there are joint holders, to the registered address of that one whose name stands first on the register for the shares jointly held. Every cheque or warrant so delivered or sent shall be made payable to the order of the person to whom it is delivered or sent. The mailing or other transmission to a shareholder at the shareholder’s registered address (or, in the case of joint shareholders at the address of the holder whose name stands first on the register) of a cheque payable to the order of the person to whom it is addressed for the amount of any dividend payable in cash after the deduction of any tax which the Company has properly withheld, shall discharge the Company’s liability for the dividend unless the cheque is not paid on due presentation. If any cheque for a dividend payable in cash is not received, the Company shall issue to the shareholder a replacement cheque for the same amount on such terms as to indemnity and evidence of non-receipt as the directors may impose. No shareholder may recover by action or other legal process against the Company any dividend represented by a cheque that has not been duly presented to a banker of the Company for payment or that otherwise remains unclaimed for 6 years from the date on which it was payable.

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ACCOUNTS

135. The directors shall cause proper books of account to be kept of the amounts received and expended by the Company, the matters in respect of which such receipts and expenditures take place, all sales and purchases of goods by the Company, and the assets, credits and liabilities of the Company.

136. The books of account shall be kept at the head office of the Company or at such other place or places as the directors may direct.

137. The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions the accounts and books of the Company or any of them shall be open to inspection of the shareholders, and no shareholder shall have any right to inspect any account or book or document of the Company except as conferred by statute or authorized by the directors or a resolution of the shareholders.

138. At the ordinary general meeting in every year the directors shall lay before the Company such financial statements and reports in connection therewith as may be required by the Act or other applicable statute or regulation thereunder and shall distribute copies thereof at such times and to such persons as may be required by statute or regulation.

AUDITORS AND AUDIT

139. Except in respect of a financial year for which the Company is exempt from audit requirements in the Act, the Company shall at each ordinary general meeting appoint an auditor or auditors to hold office until the next ordinary general meeting. If at any general meeting at which the appointment of an auditor or auditors is to take place and no such appointment takes place, or if no ordinary general meeting is held in any year or period of years, the directors shall appoint an auditor or auditors to hold office until the next ordinary general meeting.

140. The first auditors of the Company may be appointed by the directors at any time before the first ordinary general meeting and the auditors so appointed shall hold office until such meeting unless previously removed by a resolution of the shareholders, in which event the shareholders may appoint auditors.

141. The directors may fill any casual vacancy in the office of the auditor but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act.

142. The Company may appoint as auditor any person, including a shareholder, not disqualified by statute.

143. An auditor may be removed or replaced in the circumstances and in the manner specified in the Act.

144. The remuneration of the auditors shall be fixed by the shareholders, or by the directors pursuant to authorization given by the shareholders, except that the remuneration of an auditor appointed to fill a casual vacancy may be fixed by the directors.

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145. The auditors shall conduct such audit as may be required by the Act and their report, if any, shall be dealt with by the Company as required by the Act.

NOTICES

146. A notice (including any communication or document) shall be sufficiently given, delivered or served by the Company upon a shareholder, director, officer or auditor by personal delivery at such person’s registered address (or, in the case of a director, officer or auditor, last known address) or by prepaid mail, telegraph, telex, facsimile machine or other electronic means of communication addressed to such person at such address.

147. Shareholders having no registered address shall not be entitled to receive notice.

148. All notices with respect to registered shares to which persons are jointly entitled may be sufficiently given to all joint holders thereof by notice given to whichever of such persons is named first in the Register for such shares.

149. Any notice sent by mail shall be deemed to be given, delivered or served on the earlier of actual receipt and the third business day following that upon which it is mailed, and in proving such service it shall be sufficient to prove that the notice was properly addressed and mailed with the postage prepaid thereon. Any notice given by electronic means of communication shall be deemed to be given when entered into the appropriate transmitting device for transmission. A certificate in writing signed on behalf of the Company that the notice was so addressed and mailed or transmitted shall be conclusive evidence thereof.

150. Every person who by operation of law, transfer or other means whatsoever becomes entitled to any share shall be bound by every notice on respect of such share that prior to such person’s name and address being entered on the Register was duly served in the manner hereinbefore provided upon the person from whom such person derived title to such share.

151. Any notice delivered, sent or transmitted to the registered address of any shareholder pursuant to these Articles, shall, notwithstanding that such shareholder is then deceased and that the Company has notice thereof, be deemed to have been served in respect of any registered shares, whether held by such deceased shareholder solely or jointly with other persons, until some other person is registered as the holder of joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice on the heirs, executors or administrators of the deceased shareholder and all joint holders of such shares.

152. Any notice may bear the name or signature, manual or reproduced, of the person giving the notice written or printed.

153. When a given number of days’ notice or notice extending over any other period is required to be given, the day of service and the day upon which such notice expires shall not, unless it is otherwise provided, be counted in such number of days or other period.

INDEMNITY

154. Every director or officer, former director or officer, or person who acts or acted at the Company’s request, as a director or officer of the Company, a body corporate, partnership or

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other association of which the Company is or was a shareholder, partner, member or creditor, and the heirs and legal representatives of such person, in the absence of any dishonesty on the part of such person, shall be indemnified by the Company against, and it shall be the duty of the directors out of the funds of the Company to pay, all costs, losses and expenses, including an amount paid to settle an action or claim or satisfy a judgment, that such director, officer or person may incur or become liable to pay in respect of any claim made against such person or civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the Company or such body corporate, partnership or other association, whether the Company is a claimant or party to such action, or proceeding or otherwise; and the amount for which such indemnity is proved shall immediately attach as a lien on the property of the Company and have priority as against the shareholders over all other claims.

155. No director or officer, former director or officer, or person who acts or acted at the Company’s request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company is or was a shareholder, partner, member or creditor, in the absence of any dishonesty on such person’s part, shall be liable for the acts, receipts, neglects or defaults of any other director, officer or such person, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired for or on behalf of the Company, or through the insufficiency or deficiency of any security in or upon which any of the funds of the Company are invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any funds, securities or effects are deposited, or for any loss occasioned by error of judgment or oversight on the part of such person, or for any other loss, damage or misfortune whatsoever which happens in the execution of the duties of such person or in relation thereto.

EXECUTION OF DOCUMENTS AND INSTRUMENTS

156. Deeds, transfers, assignments, contracts, obligations, certificates and other instruments and documents of any description whatsoever shall be effectively authorized by and signed on behalf of the Company if signed by any director or officer acting within such person’s authority, whether under seal or otherwise as such signatories may see fit. In addition, the board of directors or the shareholders may from time to time by resolution direct the manner in which and the person or persons by whom any particular document or instrument or class of documents or instruments may or shall be signed. Any articles, notice, resolution, requisition, statement or other document or instrument required or permitted to be executed by more than one person may be executed in several documents or instruments of like form each of which is executed by one or more of such persons, and such documents or instruments, when duly executed by all persons required or permitted, as the case may be, to do so, shall be deemed to constitute one document for all relevant purposes. The secretary or any other officer or any director may sign certificates and similar instruments on the Company’s behalf with respect to any factual matters relating to the Company’s business and affairs, including certificates verifying copies of the constating documents, resolutions and minutes of meetings of the Company.

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REMINDERS

157. The directors shall comply with the following provisions of the Act or the Corporations Registration Act (Nova Scotia) where indicated:

(a)	Keep a current register of shareholders (Section 42).
(b)	Keep a current register of directors, officers and managers, send to the Registrar a copy thereof and notice of all changes therein (Section 98).
(c)	Keep a current register of holders of bonds, debentures and other securities (Section 111 and Third Schedule).
(d)	Call a general meeting every year within the proper time (Section 83). Meetings must be held not later than 15 months after the preceding general meeting.
(e)	Send to the Registrar copies of all special resolutions (Section 88).
(f)	Send to the Registrar notice of the address of the Company’s Office and of all changes in such address (Section 79).
(g)	Keep proper minutes of all shareholders’ meetings and directors’ meetings in the Company’s minute book kept at the Company’s Office (Sections 89 and 90).
(h)	Obtain a certificate under the Corporations Registration Act (Nova Scotia) as soon as business is commenced.
(i)	Send notice of recognized agent to the Registrar under the Corporations Registration Act (Nova Scotia).

EX-3.3(A)

Exhibit 3.3(a)

State of Delaware
Secretary of State
Division of Corporations
Delivered 12:45 PM 01/28/2005
FILED 12:31 PM 01/28/2005
SRV 050072130 — 2228071 FILE

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
DOLLAR FINANCIAL CORP.
a Delaware corporation
(Originally incorporated on April 17, 1990
as “Monetary Management Holdings, Inc.”)

     Dollar Financial Corp., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1.	The name of this corporation is Dollar Financial Corp. Dollar Financial Corp. was originally incorporated under the name Monetary Management Holdings, Inc., and the original Certificate of Incorporation of this corporation was filed with the Secretary of State of the State of Delaware on April 17, 1990.
2.	A Certificate of Amendment of the Certificate of Incorporation of this corporation was filed with the Secretary of State of the State of Delaware on February 4, 1992.
3.	A Certificate of Merger of MMH Transit Co. with and into this corporation was filed with the Secretary of State of the State of Delaware on June 30, 1994.
4.	As Amended and Restated Certificate of Incorporation of this corporation was filed with the Secretary of State of the State of Delaware on June 30, 1994.
5.	A Certificate of Change of Registered Agent and Registered Office of this corporation was filed with the Secretary of State of the State of Delaware on August 23, 1995.
6.	A Certificate of Amendment of the Amended and Restated Certificate of Incorporation of this corporation was filed with the Secretary of State of the State of Delaware on January 11, 1996.
7.	A Certificate of Amendment of the Amended and Restated Certificate of Incorporation of this corporation was filed with the Secretary of State of the State of Delaware on August 5, 1996.
8.	An Amended and Restated Certificate of Incorporation of this corporation was filed with the Secretary of State of the State of Delaware on December 16, 1998.
9.	A Certificate of Merger of DFG Acquisition, Inc. with and into this corporation was filed with the Secretary of State of the State of Delaware on December 18, 1998.
10.	A Certificate of Amendment of the Certificate of Incorporation of this corporation was filed with the Secretary of State of the State of Delaware on April 21, 2004.
11.	The Amended and Restated Certificate of Incorporation of this corporation is further amended and restated in its entirety as set forth in the Amended and Restated Certificate of Incorporation attached hereto as Exhibit “A” and incorporated herein by this reference (the “Amended and Restated Certificate of Incorporation”).
12.	The Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors and the stockholders of this corporation in accordance with the provisions of Sections 242 and 245 of the Delaware General Corporation Law.

     IN WITNESS WHEREOF, Dollar Financial Corp. has caused this Amended and Restated Certificate of Incorporation to be duly executed by the undersigned President of Dollar Financial Corp. this 28 day of January, 2005.

DOLLAR FINANCIAL CORP.
By:	/s/ Donald P. Gayhardt
	Donald P. Gayhardt, President

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EXHIBIT “A”

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

DOLLAR FINANCIAL CORP.
a Delaware corporation

     FIRST: The name of the corporation is Dollar Financial Corp. (hereinafter referred to as the “Corporation”).

     SECOND: The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Corporation at that address is The Prentice-Hall Corporation System, Inc.

     THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law.

     FOURTH: A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is Sixty Five Million Five Hundred Thousand (65,500,000), consisting of:

          1. Fifty Five Million Five Hundred Thousand (55,500,000) shares of Common Stock, par value $.001 per share (hereinafter referred to as the “Common Stock”), and

          2 Ten Million (10,000,000) shares of Preferred Stock, par value $.001 per share (hereinafter referred to as the “Preferred Stock”).

               Upon the filing and effectiveness of this Amended and Restated Certificate of Incorporation each currently issued and outstanding share of “Class A Common Stock” and “Class B Common Stock” shall be designated as one share of Common Stock and shall subsequently be subdivided and split up into Five Hundred Fifty Five (555) shares of Common Stock.

               B. The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the additional issuance of shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of

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Delaware (such certificate being hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.

               C. Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Amended and Restated Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock).

     FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

          A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Director. In addition to the powers and authority expressly conferred upon them by statute or by this Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Corporation, as they may be amended from time to time (the “Bylaws”), the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

          B. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

          C. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

          D. Special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, the Chief Executive Officer or the President or by the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board, For purposes of this Amended and Restated Certificate of Incorporation, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

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     SIXTH: A. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board. The directors, other than those who may be elected by the holders of any series of Preferred Stock under specified circumstances, shall be divided, with respect to the time for which they severally hold office, into three classes consisting of Class A Directors, Class B Directors and Class C Directors. The terms of office of the Class A Directors, Class B Directors and Class C Directors will expire at the Corporation’s first, second and third annual meeting of stockholders following the date hereof, respectively. Each director shall hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified. Directors need not be stockholders.

               B. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise required by law or by resolution of the Board of Directors, be filled only by a majority vote of the directors then in office, though less than a quorum (and not by stockholders), and directors so chosen shall serve for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been chosen expires or until such director’s successor shall have been duly elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

               C. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

               D. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all of the then-out-standing shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

     SEVENTH: The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the Whole Board. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all of the then-outstanding shares of the capital stock of the

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Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the Corporation.

     EIGHTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve international misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. All references in this Article EIGHTH to a director shall also be deemed to refer to any such director acting in his or her capacity as a Continuing Director (as defined in Article TENTH).

     NINTH: The Corporation reserves the right to amend or repeal any provision contained in this Amended and Restated Certificate of incorporation in the manner presented by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Amended and Restated Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of the Corporation required by law or by this Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of at least eighty percent (80%) the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal this Article NINTH, Sections C or D of Article FIFTH, Article SIXTH, Article SEVENTH, or Article EIGHTH.

     TENTH: The Board of Directors is expressly authorized to cause the Corporation to issue rights pursuant to Section 157 of the Delaware General Corporation Law and, in that connection, to enter into any agreements necessary or convenient for such issuance. Any such agreement may include provisions limiting, in certain circumstances, the ability of the Board of Directors of the Corporation to redeem the securities issued pursuant thereto or to take other action thereunder or in connection therewith unless there is a specified number or percentage of Continuing Directors then in office. Pursuant to Section 141(a) of the Delaware General Corporation Law, the Continuing Directors shall have the power and authority to make all decisions and determinations, and exercise or perform such other acts, that any such agreement provides that such Continuing Directors shall make, exercise or perform. For purposes of this Article TENTH and any such agreement, the term, “Continuing Directors,” shall mean (1) those directors who were members of the Board of Directors of the Corporation at the time the Corporation entered into such agreement and any director who subsequently becomes a member of the Board of

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Directors, if such director’s nomination for election to the Board of Directors is recommended or approved by the majority vote of the Continuing Directors then in office and (2) such other members of the Board of Directors, if any, designated in, or in the manner provided in, such agreement as Continuing Directors.

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State of Delaware
Secretary of State
Division of Corporations
Delivered 11:31 AM 05/10/2007
FILED 11:03 AM 05/10/2007
SRV 070545590 — 2228071 FILE

STATE OF DELAWARE
CERTIFICATE OF CHANGE
OF REGISTERED AGENT AND/OR
REGISTERED OFFICE

The Board of Directors of Dollar Financial Corp., a Delaware Corporation, on this 4th day of May, A.D. 2007, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is Corporation Trust Center 1209 Orange Street, in the City of Wilmington, County of New Castle Zip Code 19801.

The name of the Registered Agent therein and in charge thereof upon whom process against this Corporation may be served, is THE CORPORATION TRUST COMPANY.

The Corporation does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the 4th day of May, A.D. 2007.

By:	/s/ Peter J. Sokolowski
	Authorized Officer
	Name:	Peter J. Sokolowski Print or Type
	Title:	Vice President

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT

It is hereby certified that:

          1. The name of the corporation (hereinafter called the “Corporation”) is Dollar Financial Corp.

          2. The registered office of the Corporation within the State of Delaware is hereby changed to 160 Greentree Drive, Suite 101, City of Dover 19904, County of Kent.

          3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

          4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on January 20, 2009.
 

/s/ Roy Hibberd  

Roy Hibberd, Secretary 

State of Delaware
Secretary of State
Division of Corporations
Delivered 06:44 PM 01/22/2009
FILED 06:13 PM 01/22/2009
SRV 090060849 — 2228071 FILE

EX-3.3(B)

Exhibit 3.3(b)

DOLLAR FINANCIAL CORP.

AMENDED AND RESTATED BYLAWS

TABLE OF CONTENTS

ARTICLE I. OFFICES		1
Section 1.	Registered Office	1
Section 2.	Other Offices	1
ARTICLE II. MEETINGS OF STOCKHOLDERS		1
Section 1.	Place of Meetings	1
Section 2.	Meetings of Stockholders	1
Section 3.	Notice of Stockholder Business and Nominations	1
Section 4.	General	4
Section 5.	Submission of Questionnaire, Representation and Agreement	5
Section 6.	Notice of Meetings	5
Section 7.	Quorum; Adjournment	6
Section 8.	Organization	6
Section 9.	Conduct of Business	6
Section 10.	Proxies and Voting	7
Section 11.	Stock List	7
ARTICLE III. BOARD OF DIRECTORS		8
Section 1.	Duties and Powers	8
Section 2.	Number and Term of Office	8
Section 3.	Vacancies	8
Section 4.	Meetings	8
Section 5.	Quorum	9
Section 6.	Actions of Board Without a Meeting	9
Section 7.	Meetings by Means of Conference Telephone	9
Section 8.	Compensation	9
ARTICLE IV. COMMITTEES		10
Section 1.	Committees of the Board of Directors	10
Section 2.	Conduct of Business	10
ARTICLE V. OFFICERS		10
Section 1.	General	10
Section 2.	Election; Term of Office	10
Section 3.	Chairman of the Board	11
Section 4.	President	11
Section 5.	Chief Financial Officer	11
Section 6.	Vice President	11
Section 7.	Secretary	11
Section 8.	Other Officers	12

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ARTICLE VI. STOCK		12
Section 1.	Certificates of stock	12
Section 2.	Signatures	12
Section 3.	Transfers	12
Section 4.	Record Date	12
Section 5.	Beneficial Owners	13
Section 6.	Voting Securities Owned by the Corporation	13
Section 7.	Lost, Stolen or Destroyed Certificates	13
Section 8.	Regulations	13
ARTICLE VII. NOTICES		13
Section 1.	Notices to Stockholders	13
Section 2.	Waiver of Notice	14
ARTICLE VIII. GENERAL PROVISIONS		14
Section 1.	Facsimile Signatures	14
Section 2.	Disbursements	14
Section 3.	Corporation Seal	14
Section 4.	Reliance Upon Books, Reports and Records	14
Section 5.	Fiscal Year	14
Section 6.	Time Periods	14
ARTICLE IX. DIRECTORS’ LIABILITY AND INDEMNIFICATION		15
Section 1.	Right to Indemnification	15
Section 2.	Right to Advancement of Expenses	15
Section 3.	Right of Indemnitee to Bring Suit	15
Section 4.	Non-Exclusivity of Rights	16
Section 5.	Insurance and Trust Fund	16
Section 6.	Indemnification of Employees and Agents of the Corporation	16
Section 7.	Nature of Rights	17
ARTICLE X. AMENDMENTS		17

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AMENDED AND RESTATED BYLAWS

OF

DOLLAR FINANCIAL CORP.
(Hereinafter called the “Corporation”)

ARTICLE I.
OFFICES

          Section 1. Registered Office. The registered office of the Corporation shall be in the City of Dover, County of Kent, State of Delaware.

          Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II.
MEETINGS OF STOCKHOLDERS

          Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

          Section 2. Meetings of Stockholders.

               (A) Annual Meetings. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date and at such time as the Board of Directors shall each year fix, which date shall be within thirteen (13) months of the last annual meeting of stockholders.

               (B) Special Meetings. Special meetings of the stockholders, other than those required by statute, may be called at any time by the Chairman of the Board, the Chief Executive Officer or the President or by the Board of Directors acting pursuant to a resolution duly adopted by a majority of the Whole Board. For purposes of these Amended and Restated Bylaws, as amended from time to time (the “Bylaws”), the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

          Section 3. Notice of Stockholder Business and Nominations.

               (A) Annual Meetings.

                    (1) Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who (i) was a stockholder of record at the time of giving of notice provided for in this Section 3 and at the time of the annual meeting, (ii) is entitled to vote at the meeting and (iii) complies with the notice procedures set forth in this Section 3 as to such proposals or nomination; clause (c) shall be the exclusive means for a stockholder to make nominations or submit proposals of other business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Corporation’s notice of meeting) before an annual meeting of stockholders,

                    (2) Without qualification, for any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to Section 3(A)(1)(c) of Article II of these Bylaws, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, and such other business must otherwise be a proper matter for stockholder action under the General Corporation Law of the State of Delaware. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 90th day and not later than the close of business on the 60th day prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of the 60th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above. To be in proper form, a stockholder’s notice (whether given pursuant to this Section 3(A)(2) or Section 3(B) of Article II of these Bylaws) to the Secretary must: (a) set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, (ii) (A) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder or beneficial owner, if any, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (C) any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder or beneficial owner, if any, has a right to vote any shares of any security of the Corporation or has granted any such right to any person or persons, (D) any short interest in any security of the Corporation (for purposes of these Bylaws a person shall be deemed to

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have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (G) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household (which information shall be supplemented by such stockholder and beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), and (iii) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (b) if the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, set forth (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder and beneficial owner, if any, in such business and (ii) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder; (c) set forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and (d) with respect to each nominee for election or reelection to the Board of Directors, include a completed and signed questionnaire, representation and agreement required by Section 5 of Article II of these Bylaws. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee

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to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

                    (3) Notwithstanding anything in the second sentence of Section 3(A)(2) of Article II of these Bylaws to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 3 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

               (B) Special Meetings. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (i) is a stockholder of record at the time of giving of notice provided for in this Section 3 and at the time of the special meeting, (ii) is entitled to vote at the meeting, and (iii) complies with the notice procedures set forth in this Section 3(A)(2) as to such nomination (other than with respect to timing requirements, which shall be governed by the next sentence). A stockholder’s notice with respect to any such nomination (including the completed and signed questionnaire, representation and agreement required by Section 5 of Article II of these Bylaws) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 90th day prior to the date of such special meeting and not later than the close of business on the later of the 60th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

          Section 4. General.

               (A) Only such persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in these Bylaws. Except as otherwise provided by law, the Amended and Restated Certificate of Incorporation of the Corporation, as it may be amended from time to time (the “Certificate of Incorporation”) or these Bylaws, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in

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accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall be disregarded.

               (B) For purposes of Section 3 of Article II of these Bylaws, “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

               (C) Notwithstanding the provisions of Section 3 of Article II of these Bylaws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in Section 3 of Article II of these Bylaws; provided, however, that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 3(A)(1)(c) or Section 3(B) of Article II of these Bylaws. Nothing in these Bylaws shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock if and to the extent provided for under law, the Certificate of Incorporation or these Bylaws.

          Section 5. Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 3 of Article II of these Bylaws) to the Secretary of the Corporation at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation

          Section 6. Notice of Meetings. Notice of the place, if any, date and time of all meetings of the stockholders, and the means of remote communications, if any, by which

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stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law) or the Certificate of Incorporation. The Board of Directors may postpone, reschedule or cancel any previously scheduled special meeting.

          When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, notice of the place, if any, date and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

          Section 7. Quorum; Adjournment. At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law or the Certificate of Incorporation. Where a separate vote by a class or classes or series is required, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority of shares of such class or classes or series present in person or represented by proxy at the meeting shall be the act of such class, except as otherwise required by law, the Certificate of Incorporation or these Bylaws.

          If a quorum shall fail to attend any meeting, the chairman of the meeting may adjourn the meeting to another place, if any, date or time.

          Section 8. Organization. Such person as the Board of Directors may have designated or, in the absence of such a person, the Chairman of the Board or, in his or her absence, the Chief Executive Officer of the Corporation or, in his or her absence, the President of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman of the meeting appoints.

          Section 9. Conduct of Business. The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order. The chairman shall have the power to adjourn the meeting to another place, if any, date

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and time. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

          Section 10. Proxies and Voting. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

          The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by a duly appointed inspector or inspectors.

          Each stockholder shall have one vote for every share of stock entitled to vote which is registered in his, her or its name on the record date for the meeting, except as otherwise provided herein or required by law or the Certificate of Incorporation.

          All voting, including on the election of directors but excepting where otherwise provided herein or required by law or the Certificate of Incorporation, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or such stockholder’s proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

          All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law or the Certificate of Incorporation or herein, all other matters shall be determined by a majority of the votes cast affirmatively or negatively.

          Section 11. Stock List. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in such stockholder’s name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting in the manner provided by law.

          The stock list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law. This list shall presumptively determine the

          

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identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

ARTICLE III.
BOARD OF DIRECTORS

          Section 1. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

          Section 2. Number and Term of Office. The Board of Directors shall consist of one (1) or more members. Subject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board. The directors, other than those who may be elected by the holders of any series of preferred stock under specified circumstances, shall be divided, with respect to the time for which they severally hold office, into three classes consisting of Class A Directors, Class B Directors and Class C Directors. The terms of office of the Class A Directors, Class B Directors and Class C Directors will expire at the Corporation’s first, second and third annual meeting of stockholders, respectively, following the initial adoption of this Bylaw provision. Each director shall hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the next succeeding annual meeting, (i) directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified, and (ii) if authorized by a resolution of a majority of the Whole Board, directors may be elected to fill any vacancy on the Board of Directors, regardless of how such vacancy shall have been created. Any director may resign at any time upon written notice to the Corporation. Directors need not be stockholders.

          Section 3. Vacancies. Subject to the rights of the holders of any series of preferred stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise required by law or by resolution of the Board of Directors, be filled only by a majority vote of the directors then in office, though less than a quorum (and not by stockholders), and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been elected expires or until such director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors shall shorten the term of any incumbent director.

          Section 4. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates and at such time or times as shall have been established by the Board of Directors and publicized

          

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among all directors. A notice of each regular meeting shall not be required. Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, the President or by a majority of the Whole Board and shall be held at such place, on such date and at such time as they or he or she shall fix. Notice of the place, date and time of the special meeting shall be given to each director by whom it is not waived either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, facsimile, telegram or electronic transmission on not less than twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. Meetings may be held at any time without notice if all the directors are present or if all those not present waive such notice in accordance with Section 2 of Article VII of these Bylaws. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

          Section 5. Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board of Directors, a majority of the Whole Board shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

          Section 6. Actions of Board Without a Meeting. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

          Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7 shall constitute presence in person at such meeting.

          Section 8. Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors, which may be paid in cash, property, securities of the Corporation or other consideration. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary or other compensation as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

          

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ARTICLE IV.
COMMITTEES

          Section 1. Committees of the Board of Directors. The Board of Directors may from time to time, by a resolution duly adopted by a majority of the Whole Board designate committees of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

          Section 2. Conduct of Business. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; a majority of the members shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE V.
OFFICERS

          Section 1. General. The officers of the Corporation shall consist of a Chairman of the Board, a President, one or more Vice Presidents, a Secretary and a Chief Financial Officer and Treasurer. The Board of Directors may also appoint one (1) or more vice presidents and one (1) or more assistant secretaries and such other officers as the Board of Directors, in its discretion, shall deem necessary or appropriate from time to time. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide. The salaries of officers elected by the Board of Directors shall be fixed from time to time by the Board of Directors or by such officers as may be designated by resolution of the Board of Directors.

          Section 2. Election; Term of Office. The Board of Directors at its first meeting held after each annual meeting of stockholders shall elect a Chairman of the Board, a President, one or more Vice Presidents, a Secretary and a Treasurer, and may also elect at that meeting or any other meeting, such other officers and agents as it shall deem necessary or appropriate. Each officer of the Corporation shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors together with the powers and duties customarily exercised by such officer; and each officer of the Corporation shall hold office

          

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until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. The Board of Directors may at any time remove any officer, with or without cause, by the affirmative vote of a majority of the Whole Board.

          Section 3. Chairman of the Board. The Chairman of the Board, if there shall be such an officer, shall be the chief executive officer of the Corporation. The Chairman of the Board shall preside at all meetings of the stockholders and the Board of Directors. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, he or she shall have the responsibility for the general management and control of the business and affairs of the Corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to him or her by the Board of Directors. He or she shall have power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the Corporation.

          Section 4. President. The President shall be the chief operating officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall perform all duties and have all powers which are commonly incident to the office of the President or the chief operating officer and shall have and exercise such further powers and duties as may be specifically delegated to or vested in the President from time to time by these Bylaws or the Board of Directors. Subject to the direction of the Board of Directors and the Chairman of the Board, the President shall have the power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized and shall have general supervision of all of the other officers (other than the Chairman of the Board or any Vice Chairman), employees and agents of the Corporation. In the absence of the Chairman of the Board or in the event of his inability or refusal to act, or if the Board of Directors has not designated a Chairman of the Board, the President shall perform the duties of the Chairman of the Board, and when so acting, shall have all of the powers and be subject to all of the restrictions upon the Chairman of the Board.

          Section 5. Vice President. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The vice presidents shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.

          Section 6. Secretary. The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. He or she shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe.

          Section 7. Chief Financial Officer. The Chief Financial Officer shall be the treasurer of the Corporation and shall have the responsibility for maintaining the financial

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records of the Corporation. He or she shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Corporation. The Chief Financial Officer shall also perform such other duties as the Board of Directors may from time to time prescribe.

          Section 8. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE VI.
STOCK

          Section 1. Certificates of Stock. Shares of stock of the Corporation may be certified or uncertified as provided by the Delaware General Corporation Law. If shares of stock are certificated, every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation by (i) the Chairman of the Board or the Vice Chairman of the Board, or the President or a Vice President, and (ii) the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number of shares owned by such holder in the Corporation.

          Section 2. Signatures. With respect to shares of stock of the Corporation which are certificated, any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

          Section 3. Transfers. Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 7 of Article VI of these Bylaws, in the event that shares of stock of the Corporation are certificated, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate shall be issued.

          Section 4. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may, except as otherwise required by law, fix, in advance, a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at any meeting of stockholders shall be at the close of business on the day next preceding the day on which notice

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is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

          Section 5. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

          Section 6. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities of any other entity owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, the Chief Executive Officer, the President or the Secretary and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

          Section 7. Lost, Stolen or Destroyed Certificates. With respect to shares of stock of the Corporation which are certificated, in the event of the loss, theft or destruction of any certificate of stock, a new certificate of stock may be issued, or an entry in the Corporation’s books and records reflecting uncertificated shares may be made, in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

          Section 8. Regulations. The issue, transfer, conversion and registration of certificates of stock and uncertificated shares shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VII.
NOTICES

          Section 1. Notices to Stockholders. If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to

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stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law.

          Section 2. Waiver of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these Bylaws to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance at any meeting shall constitute waiver of notice except attendance for the sole purpose of objecting to the timeliness of notice.

ARTICLE VIII.
GENERAL PROVISIONS

          Section 1. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

          Section 2. Disbursements. All notes, checks, drafts and orders for the payment of money issued by the Corporation shall be signed in the name of the Corporation by such officers or such other persons as the Board of Directors may from time to time designate.

          Section 3. Corporation Seal. The corporate seal, if the Corporation shall have a corporate seal, shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

          Section 4. Reliance Upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

          Section 5. Fiscal Year. The fiscal year of the Corporation shall be as fixed by the Board of Directors.

          Section 6. Time Periods. In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

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ARTICLE IX.
DIRECTORS’ LIABILITY AND INDEMNIFICATION

          Section 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this Article IX with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

          Section 2. Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 1 of this Article IX, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise.

          Section 3. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this Article IX is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense

-15-

that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article IX or otherwise shall be on the Corporation.

          Section 4. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or directors or otherwise.

          Section 5. Insurance and Trust Fund. In furtherance and not in limitation of the powers conferred by statute:

               (1) the Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law; and

               (2) the Corporation may create a trust fund, grant a security interest and/or use other means (including, without limitation, letters of credit, surety bonds and/or other similar arrangements), as well as enter into contracts providing indemnification to the fullest extent permitted by law, and including as part thereof provisions with respect to any or all of the foregoing, to ensure the payment of such amounts as may become necessary to effect indemnification as provided therein, or elsewhere.

          Section 6. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article IX with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

-16-

          Section 7. Nature of Rights. The rights conferred upon indemnitees in this Article IX shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article IX that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

ARTICLE X.
AMENDMENTS

          In furtherance and not in limitation of the powers conferred by law, the Board of Directors, with the approval of the majority of the Whole Board, is expressly authorized to adopt, amend and repeal these Bylaws subject to the power of the holders of capital stock of the Corporation to adopt, amend or repeal the Bylaws; provided, however, that, with respect to the power of holders of capital stock to adopt, amend and repeal Bylaws of the Corporation, notwithstanding any other provision of these Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the capital stock of the Corporation required by law, these Bylaws or any preferred stock, the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all of the then-outstanding shares entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of these Bylaws.

Amended and Restated as of August 28, 2008

-17-

EX-3.4(A)

Exhibit 3.4(a)

Certified Copy

CORPORATE ACCESS NUMBER: 2011005911

BUSINESS CORPORATIONS ACT

CERTIFICATE

OF

INCORPORATION

1100591 ALBERTA LTD.
WAS INCORPORATED IN ALBERTA ON 2004/04/02.

Certified Copy

Articles of Incorporation
For
1100591 ALBERTA LTD.

Share Structure:	AS PER ATTACHED SCHEDULE “A”
Share Transfers Restrictions:	AS PER ATTACHED SCHEDULE “B”
Number of Directors:
Min Number of Directors:	1
Max Number of Directors:	7
Business Restricted To:	NONE
Business Restricted From:	NONE
Other Provisions:	AS PER ATTACHED SCHEDULE “C”

Registration Authorized By: NORBERT P. BRODA
                                    SOLICITOR

SCHEDULE “A”

ARTICLES OF INCORPORATION

OF

                                         ALBERTA LTD.

CLASSES AND NUMBER OF SHARES AUTHORIZED

1. The Corporation is authorized to issue:

(a) an unlimited number of Class “A” shares;
(b) an unlimited number of Class “B” shares;
(c) an unlimited number of Class “C” preferred shares.

2. There shall be attached to the authorized shares of the Corporation the following rights, privileges, restrictions and conditions:

(a) Voting

The holders of Class “A” shares shall be entitled to 1 vote for each such share held and shall be entitled to receive notice of, to attend and to vote either in person or by proxy at any meeting of the shareholders of the Corporation; the holders of Class “B” shares, and Class “C” preferred shares shall not be entitled to vote nor to receive notice of or attend any meeting of shareholders of the Corporation.

(b) Dividends

(i) The holders of Class “C” preferred shares in preference and priority to the holders of Class “A” shares and Class “B” shares shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the Board of Directors of the Corporation out of monies of the Corporation properly applicable to the payment of dividends, a non-cumulative preferential dividend at a rate per annum between 0% and 12%, to be determined by the Board of Directors of the Corporation on an annual basis, on the Redemption Amount (as hereinafter defined) of each Class “C” preferred share held. If, after the expiration of any fiscal year of the Corporation, the Board of Directors of the Corporation shall not have declared the said dividend on the Class “C” preferred shares for such fiscal year, then the rights of the holders of Class “C” preferred shares to such dividends for such year shall be forever extinguished.

(ii) The holders of Class “C” preferred shares shall not be entitled to any dividends other than or in excess of the non-cumulative preferential dividend hereinbefore provided for except as set forth in paragraph (d) (iii) hereof.

(iii) Dividends may be declared and paid or set aside for payment pursuant to the provisions of the Business

Corporations Act of Alberta, on Class “A” shares, Class “B” shares or both Class “A” shares and Class “B” shares in any fiscal year of the Corporation except if such payment or setting aside for payment would impair either:

• the Corporation’s ability to redeem all of the then outstanding Class “C” preferred shares if the Corporation became obligated to do so, or

• the Corporation’s ability to pay dividends on the Class “C” preferred shares in respect of the Corporation’s current fiscal year.

(c) Redemption at Option of Corporation

(i) The Corporation may by resolution of the Board of Directors and upon the giving of notice as hereinafter provided, redeem at any time the whole or from time to time any of the then outstanding Class “C” preferred shares upon payment for each such Class “C” preferred share redeemed of a sum to be determined by the Board of Directors prior to the issuance of the Class “C” preferred shares (“Redemption Amount”), together with any non-cumulative preferential dividend declared thereon but unpaid.

(ii) Not less than 10 days’ notice in writing of the redemption shall be given by mailing to each registered holder of the Class “C” preferred shares to be redeemed a notice specifying the place of redemption which may be a Chartered Bank.

(iii) Any such redemption of less than all of the then outstanding Class “C” preferred shares shall be made pro rata from the aggregate number of shares held by each such shareholder, unless otherwise approved by the holders of the outstanding Class “C” preferred shares.

(iv) If notice of any such redemption is given by the Corporation as aforesaid and an amount sufficient to redeem the Class “C” preferred shares which are to be redeemed is deposited to a special account at any Chartered Bank specified in such notice, the Class “C” preferred shares in respect whereof such deposit is made, shall be redeemed and the holders of such Class “C” preferred shares shall thereafter have no rights against the Corporation in respect thereof except upon surrender of the certificates for such Class “C” preferred shares to receive payment therefor, without interest, out of the monies so deposited.

(d) Redemption at Option of the Holder

(i) Any holder of the Class “C” preferred shares shall be entitled to require the Corporation to redeem at any time or times all or any part of the Class “C” preferred shares registered in the name of such holder

on the books of the Corporation by tendering to the Corporation at its head office, the share certificate or certificates representing the Class “C” preferred shares which the registered holder desires to have the Corporation redeem properly endorsed in blank for transfer or accompanied by an appropriate form of transfer properly executed in blank, and in either case, together with a request in writing (a “Redemption Request”) specifying:

• that the registered holder desires to have all or a specified number of the Class “C” preferred shares represented by such certificate or certificates redeemed by the Corporation;

• the business day (the “Redemption Date”) on which the holder desires to have the Corporation redeem such Class “C” preferred shares, which Redemption Date shall be not less than 30 days after the day on which the Redemption Request is given to the Corporation.

(ii) Upon receipt of the share certificate or certificates representing the Class “C” preferred shares which the registered holder desires to have the Corporation redeem, together with the Redemption Request, the Corporation shall on the Redemption Data redeem such Class “C” preferred shares by paying to such registered holder the Redemption Amount of each such share together with any non-cumulative preferential dividend declare thereon but unpaid. Such payment shall constitute redemption.

(iii) If such payment is not made on the Redemption Date the rights of the holder of the Class “C” preferred shares shall remain unaffected and additionally, the holder shall be entitled to receive a cumulative preferential dividend on the Class “C” preferred shares which should have been redeemed on the Redemption Date in an amount equal to 1% per month on the Redemption Amount, such dividend to be paid on a monthly basis on the last day of each month from the Redemption Date to the date of actual redemption.

(iv) If the redemption of all Class “C” preferred shares of which the Corporation has received Redemption Requests would cause the Corporation to be in contravention of the provisions of the Business Corporations Act, the Corporation shall at that time redeem on a pro rata basis only such number of Class “C” preferred shares as can be redeemed without causing such contravention, and the Corporation shall redeem the balance of such Class “C” preferred shares at the earliest such time or times (on a pro rata basis) as redemption can be made in reasonable amounts without causing such contravention.

(e) Rights on Dissolution

In the event of the liquidation, dissolution or winding up of the Corporation or other distribution of property or assets of the Corporation among shareholders for the purpose of winding up its affairs:

(i) The holders of Class “C” preferred shares shall be entitled equally and ratably to receive, before any distribution of any part of the assets of the Corporation among the holders of Class “A” shares and Class “B” shares a sum equal to the Redemption Amount of each Class “C” preferred share held by them respectively together with an amount equivalent to any cumulative and non-cumulative preferential dividend declared thereon but unpaid; but except as aforesaid, the holders of Class “C” preferred shares shall not be entitled to share in any further distribution of the property or assets of the Corporation;

(ii) Upon payment to the holders of Class “C” preferred shares of the amount required to be paid as aforesaid, Class “A” shares and Class “B” shares shall have identical rights, and each such shareholder shall share in the remaining property of the Corporation in proportion to the number of shares he holds.

(f) Restriction on Issuance of Class “C” preferred shares Class “C” preferred shares shall not be issued unless issued:

• in exchange for property, other than a promissory note or promise to pay, or

• in exchange for issued shares of the Corporation of a different class.

(g) Restriction on Repurchase of Class “A” Shares and Class “B” Shares

So long as any Class “C” preferred shares remain outstanding the Corporation shall not purchase for cancellation or otherwise pay off or purchase any Class “A” shares or Class “B” shares except:

• if such repurchase would not impair the Corporation’s ability to redeem all of the then outstanding Class “C” preferred shares if the Corporation became obligated to do so, and

• with the approval of the holders of the issued and outstanding Class “C” preferred shares.

(h) Restriction on Creation of Additional Shares

Except with the approval of the holders of all Class “C” Preferred shares then outstanding, no new class of shares ranking prior to or on a parity with the Class “C” preferred shares shall be created.

3. The rights, privileges, restrictions and conditions attaching to any class of shares of the Corporation may be deleted, varied, modified, amended or amplified only with the approval of the holders of that class given as hereinafter

specified, and the approval of a Special Resolution of the shareholders of the Corporation.

4. Approval of the holders of any class of shares of the Corporation may be given by an instrument or instruments in writing duly signed by the holders of not less than 2/3 of the issued and outstanding shares of that class.

SCHEDULE “B”

ARTICLES OF INCORPORATION

OF

                                         ALBERTA LTD.

RESTRICTIONS ON SHARE TRANSFERS

1. Subject to the provisions of the Business Corporations Act, Statutes of Alberta, 2000, Chapter B-9, as amended from time to time, (the “Act”) no share of the Corporation shall be transferred by any shareholder (which, for the purposes of this Schedule, includes any executor or administrator of a deceased shareholder or the liquidator of a shareholder which is a corporation) except as provided in this Schedule.

2. Except as provided in Sections 3 and 4 of this Schedule no share of the Corporation shall be transferred by a shareholder except under and subject to the following conditions:

(a) A shareholder (herein called the “Proposing Transferor”) proposing to transfer any share or shares in the corporation shall give notice in writing (herein called the “Transfer Notice”) to the Corporation of his intention to transfer the said shares.

(b) The Transfer Notice shall be signed by the Proposing Transferor and shall specify:

(i) the number and classes of shares the Proposing Transferor proposes to transfer,

(ii) any conditions subject to which the offer is made,

(iii) the consideration per share which shall be expressed in lawful money of Canada, if the consideration is money,

(iv) the cash equivalent consideration per share expressed in Canadian dollars if the consideration is other than Canadian dollars (the “Cash Equivalent Sum”),

(v) the terms of payment of the purchase consideration,

(vi) that the Proposing Transferor has received a bona fide offer to purchase the shares for the consideration and upon the terms and subject to the conditions set out in the Transfer Notice,

(vii) the names and addresses of the person or persons from whom the bona fide offer has been received by the Proposing Transferor,

(viii) whether or not the Proposing Transferor is willing to sell less than the total number of shares specified in the Transfer Notice. If the Transfer Notice pertains to shares of more than 1 class then the consideration, terms and conditions pertaining to each class shall be

stated separately in the Transfer Notice.

(c) No Transfer Notice shall be given to the Corporation unless the Proposing Transferor has received a bona fide offer to purchase the shares for lawful money of Canada or for other consideration, and the Proposing Transferor intends to transfer such shares at that price or for such consideration, upon the terms and conditions and to the persons named as specified in the Transfer Notice.

(d) The Transfer Notice shall constitute an offer by the Proposing Transferor to all other shareholders of the Corporation holding voting shares of the Corporation to sell the shares specified in the Transfer Notice which offer may be accepted by such other shareholders in the manner hereinafter provided.

(e) The Secretary of the Corporation or such other officer as the Directors may designate shall forthwith upon receipt by the Corporation of the Transfer Notice forward a copy of the Transfer Notice to each holder of voting shares of the Corporation other than the Proposing Transferor.

(f) If the bona fide offer is for a consideration other than in Canadian dollars, any other shareholder may, within 7 days of receipt of the Transfer Notice serve notice (the “Disagreement Notice”) on the Proposing Transferor and the Corporation that such other shareholder disagrees with the Proposing Transferor’s stated Cash Equivalent Sum as stated in the Transfer Notice and thereupon the Directors of the Corporation shall refer the determination of the Cash Equivalent Sum to arbitration. The Proposing Transferor and the disagreeing shareholder shall each appoint 1 arbitrator and the 2 so appointed shall appoint a third. In all other respects the provisions of the Arbitration Act of Alberta shall apply.

(g) Upon receipt of a Disagreement Notice within 7 days of receipt of the Transfer Notice, the Secretary or other officer of the Corporation designated by the Directors shall notify all holders of shares of the class or classes of shares referred to in the Transfer Notice that a Disagreement Notice has been received and that the Cash Equivalent Sum will be determined by arbitration. Upon receipt by the Corporation of notice from the arbitrators stipulating their decision regarding the Cash Equivalent Sum, the Secretary or other officer designated by the Directors shall notify all holders of voting shares of the Corporation of the decision of the arbitrators.

(h) For the purposes of this Schedule the Cash Equivalent Sum, which is the lesser of that stated in the Transfer Notice or as determined by arbitration, shall be substituted for the consideration for the purchase of shares set forth in the Transfer Notice.

(i) Each holder of voting shares of the Corporation, other than the Proposing Transferor shall be entitled, up to a date (the “First Acceptance Date”) 30 days from the date of the mailing by the Corporation of the Transfer Notice,

or the mailing by the Corporation of the notice stating the decision of the arbitrators regarding the Cash Equivalent Sum (if the matter is referred to arbitration), to purchase a portion of the shares

specified in the Transfer Notice in the proportion in which he already holds voting shares of the Corporation at the price per share (or the Cash Equivalent Sum if the consideration is other than Canadian dollars) , upon the terms and subject to the conditions stipulated in the Transfer Notice.

(j) If, at the close of business on the First Acceptance Date, the other shareholders have not agreed to purchase all the shares being offered to which they are entitled, the Board of Directors may by resolution designate a nominee to purchase the remainder of the shares being offered.

(k) If, upon the expiration of 10 days from the First Acceptance Date, the other shareholders or a nominee of the Board of Directors have not agreed to purchase any of the shares being offered for sale on the terms and conditions stipulated in the Transfer Notice, then:

(i) if the Proposing Transferor specified in the Transfer Notice that he was not willing to sell less than the total number of shares being offered he may for a period of 90 days after the expiration of the said 10 days sell not less than the total number of shares which have been offered to the person to persons named in the Transfer Notice but not at a lower price nor upon more favourable terms or conditions than those stated in the Transfer Notice and the Proposing Transferor shall give written notice to the Corporation within the said 90-day period that a sale has been completed, and such notice shall include all terms of the sale, or

(ii) if the Proposing Transferor specified in the Transfer Notice that he was willing to sell less than the total number of shares being offered, such shares as were agreed to be taken by the other shareholders or by the nominee of the Board of Directors shall be sold to them on the terms and conditions set forth in the Transfer Notice and the Proposing Transferor may for a period of 90 days after the expiration of the said 10 days sell no less than such number of shares as were offered but were not taken up by the other shareholders or the nominee of the Board of Directors to the person or persons named in the Transfer Notice but not at a lower price nor upon more favourable terms or conditions than those stated in the Transfer Notice and the Proposing Transferor shall give written notice to the Corporation within the said 90-day period that sales have been completed and such notice shall include all terms of such sales.

(1) A Proposing Transferor may, at his option, serve the Transfer Notice directly on all the holders of the voting shares of the Corporation rather than upon the Corporation and,

in such case, the First Acceptance Date shall be 30 days after the date of such mailing of the Transfer Notice or 30 days after the date of receipt from the Corporation of the notice stating the amount of the Cash Equivalent Sum, whichever is the later date, and all the remaining provisions of this Schedule shall apply mutatis mutandis.

(m) Any transfer of shares made pursuant to the provisions of this Schedule shall be recorded on the books of the Corporation upon surrender of the certificates representing the shares being transferred and new certificates shall be issued to the transferees and no resolution or consent of Directors shall be required in connection therewith.

(n) If the Proposing Transferor receives another or further bona fide offer or offers to purchase he may serve a new Transfer Notice upon the Corporation or upon each of the holders of voting shares of the Corporation as aforesaid, but no new Transfer Notice shall supercede or cancel a previous Transfer Notice or any agreement to purchase arising under a previous Transfer Notice pursuant to the provisions of this Section.

3. The provisions as to transfer of shares contained in Section 2 of this Schedule shall not apply if:

(a) The Proposing Transferor shall obtain written consents to a proposed transfer from all holders of voting shares of the Corporation; and

(b) Such transfer is completed prior to the expiration of 90 days following the date on which the first such written, consent is obtained; and in such case the transfer of shares shall be recorded on the books of the Corporation upon surrender to the Corporation of the certificates representing the shares being transferred together with all such consents as aforesaid and new certificates shall be issued to the transferees, and no resolution or consent of Directors shall be required in connection therewith.

4. Notwithstanding the provisions of Sections 2 and 3 of this Schedule, shares of the Corporation may be transferred by a Shareholder to another person who is already a shareholder if Such transfer is first consented to by all Directors of the Corporation.

SCHEDULE “C”

INCORPORATION OF

                                         ALBERTA LTD.

OTHER PROVISIONS

1. The number of shareholders for the time being of the Corporation (exclusive of persons who are in the employment of the Corporation, and persons who, having been formerly in the employment of the Corporation, were, while in such employment and have continued to be after termination of such employment, shareholders of the Corporation) shall not exceed 50, but where 2 or more persons hold 1 or more shares of the Corporation jointly, they shall, for the purpose of this Section, be treated as a single shareholder.

2. Any invitation to the public to subscribe for securities of the Corporation is prohibited.

3. The Board of Directors of the Corporation may, without authorization of the shareholders:

(a) Borrow money on the credit of the Corporation,

(b) Issue, re-issue, sell or pledge debt obligations of the Corporation, and

(c) Give a guarantee on behalf of the Corporation to secure performance of an obligation of any person, and

(d) Mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

EX-3.4(B)

Exhibit 3.4(b)

BY-LAW NO. 1

A By-law relating generally

to the transaction of the

business and affairs of

1100591 ALBERTA LTD.

BISHOP & McKENZIE LLP

BY-LAW NO. 1

TABLE OF CONTENTS

and

BUSINESS CORPORATIONS ACT REFERENCE

	Section		Section
	of By-law	Page	of Act
PART I — INTERPRETATION
Definitions	1.1	1	1
Invalidity of any Provision	1.2	2	—
Conflict of Provisions	1.3	2	—
Headings	1.4	2	—
PART II — CORPORATE MATTERS
Registered Office	2.1	3	20
Records Office	2.2	3	20, 21
Records Office Requirements	2.3	3	20, 21
Address for Service by Mail	2.4	3	20
Corporate Seal	2.5	3	25
Execution of Instruments	2.6	3	—
Authentication	2.7	3	25
Financial Period	2.8	3	—
Banking Arrangements	2.9	3	—

-ii-

	Section		Section
	of By-law	Page	of Act
PART III — DIRECTORS
Number of Directors	3.1	4	101, 112
Qualification	3.2	4	105
Residence Requirement	3.3	4	105
Election and Term	3.4	4	106
Ceasing to Hold Office	3.5	4	108
Removal of Directors	3.6	4	109
Vacancies	3.7	4	109, 111
Remuneration of Directors	3.8	5	125
Powers of the Board	3.9	5	101, 102, 103
Directors’ Conflict of Interest	3.10	5	120
Reimbursement of Expenses	3.11	5	125
PART IV — PROCEEDINGS OF THE BOARD
Calling of Meetings	4.1	6	—
Place of Meetings	4.2	6	114
Notice of Meetings	4.3	6	124, 255
Waiver of Notice	4.4	6	114, 258
Notice of Adjourned Meeting	4.5	7	114
Participation in Meeting by Telephone	4.6	7	114
Presiding at Meeting	4.7	7	—
Quorum for Directors Meetings	4.8	7	114
Resident Canadians Present	4.9	7	114
Exercise of Powers	4.10	7	114
Resolution in Writing	4.11	7	4, 117

-iii-

	Section		Section
	of By-law	Page	of Act
Votes to Govern	4.12	7	—
PART V — DELEGATION OF AUTHORITY
Managing Director	5.1	8	115
Committees of Directors	5.2	8	115
Agents and Attorneys	5.3	8	—
Procedure of Committees of Directors	5.4	8	—
Voting Rights in Other Bodies Corporate	5.5	8	—
PART VI — OFFICERS
Designation and Appointment	6.1	9	121
Qualification	6.2	9	121
Chairman of the Board	6.3	9	—
President	6.4	9	—
Vice-President	6.5	9	—
Secretary	6.6	9	—
Treasurer	6.7	9	—
Other Officers and Assistants	6.8	10	—
Variation of Powers and Duties	6.9	10	121
Term of Office	6.10	10	—
Terms of Employment and Remuneration	6.11	10	125
Officers’ Conflict of Interest	6.12	10	120
PART VII — LIABILITY AND INDEMNIFICATION
Duty of Care	7.1	11	122
Limitation of Liability	7.2	11	—

-iv-

	Section		Section
	of By-law	Page	of Act
Indemnification of Directors and Officers	7.3	11	124
Indemnification of Others	7.4	11	124
Right of Indemnity Not Exclusive	7.5	12	—
Successful Defence	7.6	12	124
Insurance	7.7	12	124
PART VIII — MEETINGS OF SHAREHOLDERS
Place of Meetings	8.1	13	131
Annual Meetings	8.2	13	132
Special Meetings	8.3	13	132
Special Business	8.4	13	134
Notice of Meetings	8.5	13	110, 134, 255
Waiver of Notice	8.6	13	135, 258
List of Shareholders	8.7	14	137
Record Date for Notice	8.8	14	133(2)
Persons Entitled to be Present	8.9	14	110, 133, 168
Quorum	8.10	14	138
Chairman of Shareholders Meeting	8.11	15	—
Secretary of Shareholders Meeting	8.12	15	—
Scrutineers	8.13	15	—
Proxies	8.14	15	147, 148, 149
Proxy Requirements	8.15	15	148
Time for Deposit of Proxies	8.16	15	148
Revocation of Proxies	8.17	16	148

-v-

	Section		Section
	of By-law	Page	of Act
Joint Holders	8.18	16	139
Voting at a Shareholders Meeting	8.19	16	140
Voting by Show of Hands	8.20	16	—
Right to Vote by Ballot	8.21	16	140
Voting by Ballot	8.22	16	—
Participation in Meeting by Telephone	8.23	17	131
Adjournment	8.24	17	134
Resolution in Writing	8.25	17	4, 141
PART IX — DIVIDENDS
Dividends	9.1	18	43, 44
Dividend Cheques	9.2	18	—
Record Date for Dividends	9.3	18	133
Non-Receipt of Cheques	9.4	18	—
Unclaimed Dividends	9.5	18	—
PART X — REGISTRATION AND TRANSFER
Securities Register	10.1	19	49
Share Certificates	10.2	19	48
Allotment	10.3	19	27, 31
Commissions	10.4	19	42
Registration of Transfer	10.5	19	68, 75, 76
Non-Recognition of Trusts	10.6	20	50
Joint Holders	10.7	20	48
Deceased Securityholder, etc.	10.8	20	50, 76
Replacement of Security Certificate	10.9	21	79

-vi-

	Section		Section
	of By-law	Page	of Act
PART XI — NOTICES
Method of Giving Notice	11.1	22	255
Effective Notice	11.2	22	255
Notice of Directors Meetings	11.3	22	255
Notice of Shareholders Meeting	11.4	22	134
Notice of Special Resolution	11.5	22	134
Undelivered Notice	11.6	22	255
Notice to Joint Holders	11.7	23	—
Computation of Time	11.8	23	Interpretation Act
Waiver of Notice	11.9	23	258
Signature on Notice	11.10	23	—

PART I — INTERPRETATION

1.1 Definitions — In the By-laws of the Corporation, including this By-law, unless the context otherwise requires:

(a)	“Act” means the Business Corporations Act, Statutes of Alberta, 2000, Chapter B-9 as amended from time to time, and any statute that may be substituted therefor as amended from time to time;
(b)	“articles” means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution and articles of revival as the case may be of the Corporation, and includes an amendment to any of them;
(c)	“Board” means the board of directors of the Corporation;
(d)	“By-laws” means this by-law and all other by-laws of the Corporation from time to time in force;
(e)	“Corporation” means the corporation named in this By-law;
(f)	“director” means a director of the Corporation;
(g)	“ordinary resolution” means a resolution

(i)	passed by a majority of the votes cast by the Shareholders who voted in respect of that resolution, or
(ii)	signed by all the Shareholders entitled to vote on that resolution;

(h)	“Shareholder” means a shareholder of the Corporation;
(i)	“special resolution” means a resolution passed by a majority of not less than two-thirds of the votes cast by the Shareholders who voted in respect of that resolution, or signed by all the Shareholders entitled to vote on that resolution;
(j)	“unanimous shareholder agreement means”

(i)	a written agreement to which all the Shareholders are or are deemed to be parties, whether or not any other person is also a party, or
(ii)	a written declaration by a person who is the beneficial owner of all the issued shares of the Corporation

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that provides for any of the matters enumerated in Section 140 of the Act;

(k)	words and expressions defined in the Act shall have the same meanings when used in the By-laws, unless specifically defined in the By-laws;
(l)	words importing number shall include both the plural and the singular and words importing gender shall include the masculine, feminine and neuter genders.

1.2 Invalidity of any Provision — The invalidity of any provision of the By-laws shall not affect the validity of the remaining provisions of the By-laws.

1.3 Conflict of Provisions — If any of, the provisions of the By-laws are in conflict with the provisions of the Act, a unanimous shareholder agreement or the articles then the provisions of the Act, the unanimous shareholder agreement or the articles shall prevail.

1.4 Headings — The headings used in the By-laws and Table of Contents are inserted for convenience of reference and shall not affect the construction or interpretation of the By-laws.

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PART II — CORPORATE MATTERS

2.1 Registered Office — The Corporation shall at all times have a registered office within Alberta at such address as the Board may from time to time determine.

2.2 Records Office — The Corporation may have a separate records office within Alberta at such address as the Board may from time to time determine but unless the Board designates a separate records office the registered office of the Corporation shall also be its records office.

2.3 Records Office Requirements — The Corporation shall prepare and maintain at its records office records required under Section 20 of the Act.

2.4 Address for Service by Mail — The Board may from time to time designate a post office box within Alberta as the address of the Corporation for service by mail but such address shall not be designated as the Corporation’s records office or registered office.

2.5 Corporate Seal — The Board may adopt and change a corporate seal which shall contain the name of the Corporation, and the Board may cause to be created as many duplicates thereof as the Board shall determine and the Board may adopt a facsimile thereof for use in any other jurisdiction outside Alberta that complies with the laws of that jurisdiction.

2.6 Execution of Instruments — The Board may from time to time authorize any director or officer or any other person or persons on behalf of the Corporation to sign and deliver either contracts, documents or instruments in writing generally, or to sign manually or by facsimile signature and deliver specific contracts, documents or instruments in writing and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or act.

2.7 Authentication — Any document requiring authentication by the Corporation may be signed by a director or the Secretary or other officer authorized by the Board and need not be under its corporate seal.

2.8 Financial Period — The financial period of the Corporation shall end on such date as is from time to time fixed by the Board.

2.9 Banking Arrangements — The banking business of the Corporation, or any part thereof, shall be transacted with such banks, trust companies or other financial institutions as the Board may designate, appoint or authorize from time to time and all such banking business, or any part thereof, shall be transacted on the Corporation’s behalf by such one or more officers and/or other persons as the Board may designate, direct or authorize from time to time and to the extent so authorized.

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PART III — DIRECTORS

3.1 Number of Directors — Subject to the provisions of the articles or of a unanimous shareholder agreement, the number of directors constituting the Board shall be determined from time to time by ordinary resolution of the Shareholders.

3.2 Qualification — No person shall be qualified to be a director if he is less than 18 years of age, if he is not an individual, if he has the status of bankrupt, or if he is disqualified under the Act; but a director need not be a Shareholder.

3.3 Residence Requirement — At least one-quarter of the directors shall be resident Canadians.

3.4 Election and Term — The Shareholders shall, by ordinary resolution at the first meeting of Shareholders and at each succeeding annual meeting, elect directors to hold office for a term expiring at the close of the next annual meeting of the Share-holders following the election; provided that if an election of directors is not held at a meeting of Shareholders, the incumbent directors continue in office until their successors are elected.

3.5 Ceasing to hold Office — A director ceases to hold office:

(a)	when he dies;
(b)	when he resigns, in which event such resignation becomes effective at the time a written resignation is sent to the Corporation or at the time specified in the written resignation, whichever is later;
(c)	when he is removed from office in accordance with the provisions of the Act; or
(d)	when he becomes disqualified.

3.6 Removal of Directors — Subject to the provisions of the articles or of a unanimous shareholders agreement, the Shareholders of the Corporation may by ordinary resolution at a special meeting remove any director or directors from office.

3.7 Vacancies — Subject to the provisions of a unanimous shareholder agreement, the Shareholders may by ordinary resolution fill any vacancy on the Board and, in the case of a vacancy in the Board resulting otherwise than from an increase in the number or minimum number of directors or from a failure to elect the number or minimum number of directors required by the articles, a quorum of the Board by resolution of the Board may fill a vacancy in the Board.

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3.8 Remuneration of Directors — Subject to the articles, the By-laws or any unanimous shareholder agreement, the directors of the Corporation may fix the remuneration of the directors, officers and employees of the Corporation.

3.9 Powers of the Board —

(a)	The directors shall manage the business and affairs of the Corporation,
(b)	The Board may, without authorization of the Shareholders,

(i)	borrow money on the credit of the Corporation,
(ii)	issue, reissue, sell or pledge debt obligations of the Corporation,
(iii)	subject to the provisions of the Act, give a guarantee on behalf of the Corporation to secure performance of an obligation by any person, and
(iv)	mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation owned or subsequently acquired, to secure any obligation of the Corporation.

(c)	The Board may by resolution delegate the powers referred to in subsection (b) of this section to a director, a committee of directors or an officer of the Corporation.
(d)	Subject to the provisions of the Act, the Board may by resolution make, amend or repeal any By-law.

3.10 Directors’ Conflict of Interest — A director who is a party to, or is a director or an officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the Corporation, shall disclose his interest to the Corporation at the time and in the manner provided in the Act; and a director who is a party to or has an interest in a material contract or proposed material contract as aforesaid shall not vote on any resolution to approve the contract except as permitted by the Act and shall otherwise comply in all respects with the provisions of the Act

3.11 Reimbursement of Expenses — The directors shall be entitled, to the extent approved by the Board, to be reimbursed for travelling and other expenses properly incurred by them in attending, meetings of the Board or any committee thereof; but nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor and reimbursement of expenses in connection therewith.

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PART IV — PROCEEDINGS OF THE BOARD

4.1 Calling of Meetings — The Chairman of the Board or the President may at any time, and the Secretary shall, upon the request of a director, summon a meeting of the Board.

4.2 Place of Meetings — Meetings of the Board may be held at any place within or outside Alberta.

4.3 Notice of Meetings — Reasonable notice of the time and place of each meeting of the Board shall be given to each director before the time when the meeting is to be held and need not specify the purpose of the meeting or the business to be transacted at the meeting except to the extent that such purpose or business includes any proposal to:

(a)	submit to the Shareholders any question or matter requiring approval of the Shareholders,
(b)	fill a vacancy on the Board or in the office of auditor,
(c)	issue securities,
(d)	declare dividends,
(e)	purchase, redeem or otherwise acquire shares issued by the Corporation,
(f)	pay a commission for the sale of shares of the Corporation,
(g)	approve a management proxy circular,
(h)	approve a takeover bid circular or directors’ circular,
(i)	approve any financial statements referred to in Section 149 of the Act, or
(j)	adopt, amend or repeal by-laws.

Each newly elected Board may without notice hold its first meeting far the purpose of organization and the election and appointment of officers immediately following the meeting of Shareholders at which such Board was elected, provided & quorum is present

4.4 Waiver of Notice — A director may in any manner waive notice of a meeting of the Board, and attendance of a director at a meeting of the Board is a waiver of notice of that meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

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4.5 Notice of Adjourned Meeting — Notice of an adjourned meeting of the Board is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.

4.6 Participation In Meeting by Telephone — A director may participate in a meeting of the Board or of a committee of directors by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other and a director participating in such meeting by such means is deemed to be present at that meeting.

4.7 Presiding at Meeting — The Chairman of the Board, or failing him, the President, or failing him, a member of the Board selected by a majority of the directors present shall be chairman of any meeting of the Board.

4.8 Quorum for Directors Meetings — The Board may determine the quorum necessary for the transaction of business at its meetings but until the Board has so determined a majority of directors in office from time to time shall constitute a quorum.

4.9 Resident Canadians Present — The Board shall not transact business at a meeting unless half of the directors present at such meeting are resident Canadians, unless

(a)	a resident Canadian director who is unable to be present approves in writing or by telephone or other communication facilities the business transacted at the meeting, and
(b)	the number of resident Canadian directors present at the meeting, together with any resident Canadian director who gives his approval under subsection (a) of this section, totals at least 1/2 the directors present at the meeting.

4.10 Exercise of Powers — All the powers of the Board may be exercised by a meeting of the Board at which a quorum is present and the provisions of Section 4.9 of this By-law are complied with.

4.11 Resolution in Writing — Subject to the articles or a unanimous shareholder agreement, a resolution in writing signed, singly or on counterpart copies, by all the directors entitled to vote on the resolution at a meeting of directors or a committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors.

4.12 Votes to Govern — At all meetings of the Board every question shall be decided by a majority of the votes cast on the question and in the case of an equality of votes the chairman of the meeting shall not be entitled to a second or casting vote.

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PART V — DELEGATION OF AUTHORITY

5.1 Managing Director — The Board may appoint from among the directors a Managing Director, who must be a resident Canadian, and delegate to such Managing Director, subject to the restrictions contained in the Act, any of the powers of the Board.

5.2 Committees of Directors — The Board may appoint committees of directors and delegate to any such committee, subject to the restrictions contained in the Act, any of the powers of the Board, provided however that at least half of the members of any such committee of directors shall be resident Canadians.

5.3 Agents and Attorneys — The Board may appoint agents or attorneys for the Corporation within or outside Canada with such powers of management or otherwise (including the power to subdelegate) as the Board may determine.

5.4 Procedure of Committees of Directors — Unless otherwise determined by the Board;

(a)	A quorum at any meeting of a committee of directors shall be a majority of the members of that committee, and
(b)	The power and authority of a committee of directors may be exercised by:

(i)	a majority vote at a meeting of that committee at which a quorum is present, or
(ii)	a resolution in writing signed, of signed in separate counterparts, by all the members of that committee, and

(c)	Meetings of a committee of directors may be held at any place within or outside of Alberta, and
(d)	A committee or directors shall in all other respects be entitled to determine and regulate its own procedure.

5.5 Voting Rights in Other Bodies Corporate — The signing officers of the Corporation may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation; and such instruments, certificates, and other evidence shall be in favour of such person or persons as may be determined by the Board; and the Board may from time to time direct the manner in which any particular voting rights or class of voting rights may or shall be exercised.

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PART VI — OFFICERS

6.1 Designation and Appointment — The Board may from time to time designate offices of the Corporation and elect or appoint any one or more of a Chairman of the Board, a President, one or more Vice-Presidents (to which title may be added words indicating seniority or function), a Secretary, a Treasurer and such other officers as the Board may determine, including one or more assistants to any of the officers so appointed; and the Board may specify the duties of and, in accordance with this By-law, delegate to such officers powers to manage the business and affairs of the Corporation except powers to do anything referred to in Section 110 of the Act.

6.2 Qualification — An officer may be but need not be a director, and one person may hold more than one office.

6.3 Chairman of the Board — If a Chairman of the Board is elected or appointed, the Board may assign to him any of the powers and duties that are by any provisions of this By-law assigned to the President or to a Vice-President and he shall have such other powers and duties as the Board may specify; during the absence or disability of the Chairman of the Board his duties shall be performed and his powers exercised by the President or by such other person as the Board may determine.

6.4 President — Subject to the authority of the Board, the President shall have general supervision of the business of the Corporation, and he shall have such other powers and duties as the Board may specify; during the absence or disability of the President his duties shall be performed and his powers exercised by such person as the Board may determine.

6.5 Vice-President — A Vice-President shall have such powers and duties as the Board may specify.

6.6 Secretary — The Secretary shall enter or cause to be entered into records kept for that purpose minutes of ail proceedings at all meetings of the Shareholders, the Board and committees of the Board; he shall give or cause to be given as and when instructed ail notices to Shareholders, directors, officers, auditors and members of committees of the Board; he shall be the custodian of the corporate seal (if any) of the Corporation and of all books, papers, records, documents and instruments belonging to the Corporation except to the extent that some other officer or agent has been appointed for that purpose; and he shall have such other powers and duties as the Board may specify.

6.7 Treasurer — The Treasurer shall be responsible for the keeping of proper accounting records in compliance with the Act and shall be responsible for the deposit of monies, the safekeeping of securities and the disbursement of the funds of the Corporation; he shall render or cause to be rendered to the Board whenever so directed by the Board an account of all the financial transactions of the Corporation and of the

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financial position of the Corporation; and he shall have such other powers and duties as the Board may specify.

6.8 Other Officers and Assistants — The powers and duties of all other officers shall be such as the terms of their engagement call for or as the Board or the President may specify; and any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board otherwise directs.

6.9 Variation of Powers and Duties — The Board may from time to time and subject to the provisions of the Act vary, add to or limit the powers and duties of any officer or assistant.

6.10 Term of Office — Each officer appointed by the Board shall hold office until his successor is appointed, or until his earlier resignation, or until, the Board removes such officer from office.

6.11 Terms of Employment and Remuneration — The terms of employment and the remuneration of an officer appointed by the Board may, to the extent not determined by the Board, be determined by the President from time to time.

6.12 Officers’ Conflict of Interest — An officer of the Corporation who is a party to, or who is a director or officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the Corporation, shall disclose the nature and extent of his interest at the time and in the manner provided in the Act and shall otherwise comply in all respects with the provisions of the Act.

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PART VII — LIABILITY AND INDEMNIFICATION

7.1 Duty of Care — Subject to the provisions of the Act, every director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation, and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and every director and officer of the Corporation shall comply with the provisions of the Act, the regulations under the Act, the articles, the By-laws and any unanimous shareholder agreement.

7.2 Limitation of Liability — To the extent permitted by law and subject to compliance with the provisions of Section 7.1 of this By-law, no director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee of the Corporation, or for any loss damage or expense happening to the Corporation through the insufficient or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune which shall happen in the execution of the duties of his office or in relation thereto.

7.3 Indemnification of Directors and Officers — Subject to the limitations and provisions contained in the Act the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or body corporate, if

(a)	he acted honestly and in good faith with a view to the best interests of the Corporation, and
(b)	in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

7.4 Indemnification of Others — Except as otherwise required by Section 7.6 and subject to Section 7.3, the Corporation may from time to time indemnify and save harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (other than an action by or in the right of the

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Corporation) by reason of the fact that he is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, or officer, employee, agent of or participant in another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including legal fees), judgments, fines and any amount actually and reasonably incurred by him in connection with such action, suit or proceeding if the Board determines that;

(a)	he acted honestly and in good faith with a view to the best interests of the Corporation, and
(b)	with respect to any criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful.

7.5 Right of Indemnity Not Exclusive — The provisions for indemnification contained in the By-laws shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any By-laws, agreement, vote of shareholders or disinterested directors or otherwise both as to action in his official capacity and as to action in any other capacity while holding such office and shall continue as to a person who has ceased to be a director or officer and shall enure to the benefit of the heirs and legal representatives of such person.

7.6 Successful Defence — To the extent that a person who is or was an employee or agent of the Corporation has achieved complete or substantial success as a defendant in any action, suit or proceeding referred to in Section 7.4, he shall be indemnified by the Corporation against all costs, charges and expenses actually and reasonably incurred by him in connection therewith.

7.7 Insurance — Subject to the provisions of the Act the Corporation may purchase and maintain insurance for the benefit of any person referred to in Section 7.3 of this By-law against such liabilities and in such amounts as the Board may from time to time determine.

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PART VIII — MEETINGS OF SHAREHOLDERS

8.1 Place of Meetings — Meetings of the Shareholders shall be held at such time and place within Alberta as the Board may from time to time determine provided that a meeting of the Shareholders may be held outside Alberta if all the Shareholders entitled to vote at the meeting so agree, and a Shareholder who attends a meeting of the Shareholders held outside Alberta is deemed to have so agreed except when he attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.

8.2 Annual Meetings — The first annual meeting of Shareholders shall be held not later than 18 months after the date of incorporation or amalgamation of the Corporation and thereafter annual meetings shall be held not later than 15 months after the holding of the last preceding annual meeting for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, the election of directors, the appointment of auditor (or dispensing with such appointment pursuant to the provisions of the Act), and for the transaction of such other business as may properly be brought before the meeting.

8.3 Special Meetings — Special meetings of the Shareholders may be called at any time.

8.4 Special Business — All business transacted at a special meeting of the Shareholders and all business transacted at an annual meeting of the Shareholders except consideration of the financial statements and auditor’s report fixing the number of Directors for the following year, election of directors and reappointment of the incumbent auditor, is deemed to be special business.

8.5 Notice of Meetings — Notice of.. the time and place of a meeting of the Shareholders shall be sent in the manner provided in Part Eleven of this By-law not less than 21 days and not more than 50 days before the date of the meeting to each Shareholder entitled to vote at the meeting, to each director and to the auditor of the Corporation (if any); and if any special business is proposed to be transacted at such meeting the notice shall state:

(a)	the nature of that business in sufficient detail to permit the Shareholder to form a reasoned judgment on that business, and
(b)	the text of any special resolution to be submitted to the meeting.

8.6 Waiver of Notice — A Shareholder and any other person entitled to attend a meeting of Shareholders may in any manner waive notice of a meeting, and attendance of the Shareholder or such other person at a meeting of the Shareholders is a waiver of notice of the meeting except when he attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called.

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8.7 List of Shareholders — If the Corporation has more than 15 Shareholders entitled to vote at a meeting it shall, and otherwise it may, prepare a list of Shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each Shareholder

(a)	not later than 10 days after the record date for determination of the Shareholders entitled to notice of the meeting, if such date is fixed pursuant to Section 8.8 of this By-law, or
(b)	if no such record date is fixed,

(i)	at the close of business on the last business date preceding the day on which the notice is given, or
(ii)	if no notice is given on the date on which the meeting is held,

and the list of Shareholders shall be available for examination by any Shareholder during usual business hours at the records office of the Corporation or at the place where its central securities register is maintained and at the meeting of the Shareholders for which the list was prepared.

8.8 Record Date for Notice — The Board may fix in advance a date, preceding the date of any meeting of the Shareholders by not more than 50 days and not less than 21 days, as a record date for the determination of the Shareholders entitled to receive notice of the meeting.

8.9 Persons Entitled to be Present — The only persons entitled to be present at a meeting of the Shareholders shall be those Shareholders entitled to vote thereat, the directors, the auditor of the Corporation (if any) and others who, although not entitled to vote, are entitled or required under any provision of the Act, the articles or the By-laws to be present at the meeting; provided that other persons may be admitted but only on the invitation of the chairman of the meeting or with the consent of the meeting.

8.10 Quorum — The following provisions apply with respect to quorums:

(a)	Unless and until otherwise determined by a general meeting of the Shareholders, two Shareholders personally present and entitled to vote shall be a quorum for a general meeting;
(b)	A quorum of Shareholders is present at a meeting of Shareholders, irrespective of the number of persons actually present at the meeting, if the holder or holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy;
(c)	Notwithstanding the provisions of subsection (b) hereof, if the Corporation has only one Shareholder’ or only one holder of the class or series of shares entitled to vote at the meeting, that Shareholder present in person or by proxy constitutes a meeting;

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(d)	If a quorum is present at the opening of any meeting of Shareholders, the Shareholders present or represented by proxy may proceed with the business of the meeting but only during such time or times as a quorum is present;
(e)	If a quorum is not present at the opening of any meeting;

of Shareholders the Shareholders present or represented by proxy may adjourn the meeting to a fixed time and place but may not transact any other business.

8.11 Chairman of Shareholders Meeting — The chairman of any meeting of Shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting: the Chairman of the Board, the President, the senior Vice-President; and if no such officer is present 15 minutes after the time fixed for the holding of the meeting, the persons present and entitled to vote thereat shall choose one of their number to be chairman.

8.12 Secretary of Shareholders Meeting — The secretary of any meeting of Shareholders shall be some person appointed by the chairman, who need not be a Shareholder, to act as secretary of the meeting.

8.13 Scrutineers — The chairman of any meeting of Shareholders may appoint one or more persons (who may, but need not be shareholders, directors, officers or employees of the Corporation) to act as scrutineers at such meeting.

8.14 Proxies — Every Shareholder entitled to vote at a meeting of Shareholders may by means of a proxy appoint a proxyholder and one or more alternate proxyholders, who are not required to be Shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

8.15 Proxy Requirements — A proxy shall be in writing executed by the Shareholder or his attorney authorized in writing and shall be valid for the meeting in respect of which it is given or any adjournment thereof and shall in all respects conform with the requirements of the Act.

8.16 Time for Deposit of Proxies — A proxy shall be acted upon if deposited with the Corporation or its agent 24 hours prior to the time fixed for the holding of the meeting, or if it is delivered to the secretary or the chairman at the meeting or any adjournment thereof and prior to the time of voting, unless the Board otherwise specified in accordance with the Act.

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8.17 Revocation of Proxies — A Shareholder may revoke a proxy

(a) by depositing an instrument in writing executed by him or his attorney authorized in writing,

(i)	at the registered office of the Corporation at any time up to and including the last business day preceding the day of the meeting, or an adjournment of that meeting, at which the proxy is to be used, or
(ii)	with the chairman of the meeting on the day of the meeting or an adjournment of the meeting, or

(b) by any other manner permitted by law.

8.18 Joint Holders — If two or more persons hold shares jointly, one of those registered holders present at a meeting of Shareholders may in the absence of the others vote the shares, but if two or more of those persons are present in person or by proxy and vote, they shall vote as one the shares jointly held by them.

8.19 Voting at a Shareholders Meeting — At a meeting of Shareholders

(a)	every question shall, unless otherwise required by the Act, the articles or the By-laws, be determined by a majority of the votes cast on the question, and in the case of an equality of votes either upon a show of hands or upon a ballot, the chairman of the meeting shall not be entitled to a second or casting vote.
(b)	voting shall be by show of hands except when a ballot is required or demanded as hereinafter provided, and upon a show of hands every person who is present and entitled to vote shall have one vote.

8.20 Voting by Show of Hands — Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is required or demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried, or carried by a particular majority, or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of if votes recorded in favour of or against any resolution or question.

8.21 Rights to Vote by Ballot — On any question proposed for consideration at a meeting of Shareholders any Shareholder or proxy holder entitled to vote may demand a ballot either before or on the declaration of the result of any vote by show of hands.

8.22 Voting by Ballot — A ballot so demanded shall be taken in such manner as the chairman shall direct provided that on such ballot each person present shall be entitled, in respect of the shares which he is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and a declaration by the chairman that the vote upon the question has been carried, or carried by a particular

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majority, or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against any resolution or question.

8.23 Participation in Meeting by Telephone — A Shareholder or any other person entitled to attend a meeting of Shareholders may participate in the meeting by means of telephone or other communications facility that permits all persons participating in the meeting to hear each other, and a person participating in such a meeting by those means shall be deemed to be present at the meeting.

8.24 Adjournment — If a meeting of Shareholders is adjourned by one or more adjournments for an aggregate of less than 30 days it is not necessary to give notice of the adjourned meeting, other than by announcement at the time of the adjournment; but if a meeting of Shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall, subject to the provisions of Section 129 and Section 143 of the Act, be given as for an original meeting.

8.25 Resolution in Writing — A resolution in writing signed, or signed in separate counterparts, by all the Shareholders entitled to vote on that resolution at a meeting of Shareholders is as valid as if it had been passed at a meeting of the Shareholders.

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PART IX — DIVIDENDS

9.1 Dividends — Subject to the provisions of the Act, the Board may from time to time declare dividends (including interim dividends) payable to the Shareholders according to their respective rights and interests in the Corporation and such dividends may be paid in money or property or by issuing fully paid shares of the Corporation, or any combination thereof.

9.2 Dividend Cheques — A dividend payable in cash shall be paid by cheque drawn on the Corporation’s bank account, or one of them, to the order of each registered holder of shares of the Corporation of the class or series in respect of which it has been declared, and shall be mailed by prepaid ordinary mail to such registered holder at his recorded address unless such holder otherwise directs, provided however that in the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such holders and mailed to them at their recorded address; and the mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the Corporation’s liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

9.3 Record Date for Dividends — For the purpose of determining Shareholders

(a)	entitled to receive payment of the dividend,
(b)	entitled to participate in a liquidation distribution, or
(c)	for any other purpose except the right to receive notice of or to vote at a meeting.

the Board may fix in advance a date as the record date for the determination of Shareholders, but the record date shall not precede by more than 50 days the particular action to be taken and if no record date is so fixed the record date shall be the close of business on the day on which the directors passed the resolution relating to that purpose.

9.4 Non-Receipt of Cheques — In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the Board may from time to time prescribe.

9.5 Unclaimed Dividends — Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

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PART X — REGISTRATION AND TRANSFER

10.1 Securities Register — The Corporation shall maintain a securities register in which shall be recorded all securities issued by it in registered form, showing with respect to each class or series of securities

(a)	the names, alphabetically arranged, and the latest known address of each person who is or has been a security holder,
(b)	the number of securities held by each security holder, and
(c)	the date and particulars of the issue and transfer of each security,

and the Corporation shall keep such information for the period of time required by Law.

10.2 Share Certificates — Every holder of one or more shares of the Corporation is entitled, at his option, to a share certificate or to a non-transferable written acknowledgment of his right to obtain a share certificate, stating the number and class or series of shares held by him as shown on the securities register; and such share certificates and written acknowledgments shall, subject to the provisions of the Act, be in such form as the Board shall from time to time determine.

10.3 Allotment — Subject to the articles and any unanimous shareholder agreement the Board may from time to time issue shares of the Corporation, allot or grant conversion privileges, options or rights to acquire unissued shares of the Corporation at such times and to such persons and, subject to the provisions of Section 25 of the Act, for such consideration as the Board may determine.

10.4 Commissions — The Board may authorize the Corporation to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for shares of the Corporation,

10.5 Registration of Transfer — Subject to the provisions of the Act, no transfer of shares shall be registered in the securities register except upon:

(a)

presentation of the share certificate or acknowledgement of right to obtain a share certificate representing such shares, with an endorsement which complies with the Act made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance as the Board may from time to time prescribe that the endorsement is genuine and effective, and

(b)

payment of all applicable taxes and any fees (not exceeding the maximum amount prescribed by law for each certificate issued pursuant to the transfer) prescribed by the Board, and

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(c) compliance with such restrictions on transfer as are set forth in the articles or any unanimous shareholder agreement.

10.6 Non-Recognition of Trusts — Subject to the provisions of the Act, the Corporation may treat as absolute owner of any share of the Corporation the person in whose name the share is registered in the Corporation’s securities register as if that person had full legal capacity and authority to exercise all rights of ownership, irrespective of any indication to the contrary through knowledge, notice, or description in the Corporation’s records, on the share certificate or in the acknowledgment of right to obtain a share certificate.

10.7 Joint Holders — If two or more persons are registered as joint holders of any security of the Corporation, the Corporation is not bound to issue more than one certificate and delivery of such certificate to one of such persons shall be sufficient delivery to all of them, and any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant or right issuable in respect of such security.

10.8 Deceased Security Holder, etc. — Subject to the articles and any unanimous shareholder agreement:

(a) a person shall be entitled to exercise all the rights of the security holder whom he represents if that person furnishes evidence as described in the Act to the Corporation that he is:

(i)	the executor, administrator, heir or legal representative of the heirs of the estate of a deceased security holder,
(ii)	the guardian, committee, trustee, curator or tutor representing a registered security holder who is an infant, an incompetent person or a missing person, or
(iii)	a liquidator of or a trustee in bankruptcy for a registered security holder;

(b)

if a person on whom the ownership of a security of the Corporation devolves by operation of law, other than a person described in subsection (a) of this section, furnishes proof of his authority to exercise rights or privileges in respect of a security of the Corporation that is not registered in his name, the Corporation shall treat that person as entitled to exercise those rights or privileges; and

(c)

a person who is the executor, administrator, heir or legal representative of the heirs of the estate of a deceased security holder is entitled to become a registered security holder or to designate a registered security holder upon compliance with the provisions of the Act.

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10.9 Replacement of Security Certificate — The Board may in its discretion direct the issue of a new security certificate in lieu of and upon cancellation of a security certificate that has been mutilated, or in substitution for a security certificate claimed to have been lost, destroyed or wrongfully taken, on payment of such fee (not exceeding $3.00) and on such terms as to indemnity (including an indemnity bond), reimbursement of expenses and evidence of loss, destruction, wrongful taking and of title as the Board may from time to time stipulate.

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PART XI — NOTICES

11.1 Method of Giving Notice — In addition to any other method of service permitted by the Act, any notice or document required by the Act, the regulations thereunder, the articles or the By-laws may be sent to any person entitled to receive such notice or document in the manner set out in the Act for service upon a Shareholder or director and by any means (electronic or otherwise) of communication or telecommunication with respect to which a written record is made.

11.2 Effective Notice — The following rules shall apply with respect to the effectiveness of sending or delivery of any notice or document:

(a)	Any notice or document required by the Act, the regulations under the Act, the articles or the By-laws to be given, sent or delivered to a Shareholder or director or to an officer or the auditor of the Corporation shall be sufficiently given, sent or delivered if it is delivered personally to such Shareholder, director, officer, or auditor, or if it is mailed by ordinary prepaid mail addressed to such Shareholder, director or officer at his latest address as shown in the records of the Corporation or to such auditor at his most recent address.
(b)	A notice or document delivered personally as aforesaid shall be deemed to have been given, sent or delivered on the date of the delivery.
(c)	Subject to the provisions of Section 11.4 of this By-law a notice or document mailed as aforesaid shall be deemed to have been received by the addressee at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the addressee did not receive the notice or document at the time or at all.

11.3 Notice of Directors Meetings — Notice of a meeting of directors shall be given at the times and in the manner specified or permitted pursuant to Sections 4.3, 11.1 and 11.2 of this By-law.

11.4 Notice of Shareholders Meeting — A notice of a meeting of Shareholders sent by mail to a Shareholder, director, or auditor in accordance with the provisions of Sections 8.5, 11.1 and 11.2 of this By-law shall be deemed to be sent to the Shareholder, director or auditor on the day on which it is deposited in the mail.

11.5 Notice of Special Resolution — The text of any special resolution to be submitted to a meeting shall be included in the notice of the meeting of Shareholders at which the special resolution is to be dealt with.

11.6 Undelivered Notice — If a Corporation sends a notice or document to any Shareholder by mail as hereinbefore provided and the notice or document is returned on three consecutive occasions because the Shareholder cannot be found, the

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Corporation is not required to give, send or deliver any further notices or documents to that Shareholder until he informs the Corporation in writing of his new address.

11.7 Notice to Joint Holders — If two or more persons are registered as joint holders of any security the giving, sending or delivery of any notice or document to any one of them shall be sufficient giving, sending or delivery of the notice or document to all of them.

11.8 Computation of Time — In computing the date when any notice must be given under any provision of the By-laws requiring a specified number of days notice of any meeting or other event, the date of giving the notice shall be excluded from the computation and the date of the meeting or other event shall not be included in the computation.

11.9 Waiver of Notice — Any Shareholder (or his duly appointed proxyholder), director, officer, auditor or member of a committee may at any time waive any notice or waive or abridge the time for any notice required to be given to him under any provision of the Act, the regulations thereunder, the articles, the By-laws or otherwise, and such waiver or abridgment, whether given before or after the meeting or other event of which the notice is required to be given, shall cure any defect in the giving or in the time of such notice as the case may be.

11.10 Signature on Notice — The signature on any notice to be given by the Corporation may be typewritten, lithographed, written, printed or otherwise mechanically reproduced.

EX-3.5(A)

Exhibit 3.5(a)

DUPLICATE

NUMBER: 656790

COMPANY ACT

Certificate of Incorporation

I Hereby Certify that

656790 B.C. LTD.

has this day been incorporated under the Company Act

Issued under my hand at Victoria, British Columbia

on October 22, 2002

JOHN S. POWELL
Registrar of Companies
PROVINCE OF BRITISH COLUMBIA
CANADA

Finance of Ministry of Finance 2nd Floor-940 Blanshard Street NOTICE OF OFFICES British Columbia and Corporate Relations Victoria, B.C. V8W 3E6 Form 3 Corporate and Personal Telephone: (604) 356-8626 Sections 8 COMPANY ACT Property Registry Hours: 8:30 — 4:30 Monday to Friday A FULL NAME OF COMPANY Please show the exact name in the memorandum of the company. B.C. LTD. INSTRUCTIONS 1. Please type or print clearly in block letters and insure that the form is signed and dated in ink. Complete all areas of the form. The Registry may have to return documents that do not meet this standard. 2. In Box C and D, enter the complete physical address of the office. You may include general delivery, post office box, rural route, site or comp, number as part of the address, but the Registry can not accept this information as a complete address. You must also include a postal code. If an area does not have street names or numbers, provide a description, that would readily allow a person to locate the office. OFFICE USB ONLY — DO NOT WRITE IN THIS AREA B REGISTERED OFFICE ADDRESS Owen, Bird, P.O. Box 49130 2900 - 395 Burrard Street Vancouver province postal code B.C. V7X 1J5 C RECORDS OFFICE ADDRESS Owen, Bird, P.O. Box 49130 2000 - 595 Burrard Street Vancouver B.C. V7X 1J5 D SIGNATURE OF SUBSCRIBER/SOLOCITOR — I have read this for and issued it to be correct. DATE SIGNED Y M D(Subscriber)0 2 1 0 0

FORM 1
(SECTION 5)

COMPANY ACT

MEMORANDUM

     I wish to be formed into a company with limited liability under the Company Act in pursuance of this memorandum/

1.	The name of the company is                      B.C. LTD.
2.	The authorized capital of the company consists of 1,000,000 common shares without par value.
3.	I agree to take the number of shares in the company set opposite my name.

Full Name, Resident Address	Number and Kind of Shares
and Occupation of Subscriber	Taken by Subscriber

/s/ Douglas R. Johnson	1 common share without par value
Douglas R. Johnson
1941 Whyte Avenue
Vancouver, B.C.
V6J 1B4
Occupation: Lawyer
Total shares taken:	1 common share without par value
DATED the 8th day of October, 2002.

ARTICLES

OF

656790 B.C. LTD.

TABLE OF CONTENTS

PART	ARTICLE		SUBJECT
1			INTERPRETATION
		1.1	Definitions
		1.2	Meaning of writing
		1.3	Construction of words
		1.4	Definitions same as Company Act
		1.5	Interpretation Act rules of construction apply
2			SHARES AND SHARE CERTIFICATES
		2.1	Member entitled to certificates
		2.2	Replacement of lost or defaced certificate
		2.3	Execution of certificates
		2.4	Recognition of trusts
		2.5	Form of certificates
3			ISSUE OF SHARES
		3.1	Directors authorized
		3.2	Conditions of allotment
		3.3	Commissions and brokerage
		3.4	Conditions of issue
		3.5	Price of shares without par value
		3.6	Warrants
4			SHARE REGISTERS
		4.1	Registers of members, transfer and allotments
		4.2	Branch registers of members

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PART	ARTICLE		SUBJECT
5			TRANSFER AND TRANSMISSION OF SHARES
		5.1	Transfer of shares
		5.2	Submission of instruments of transfer
		5.3	Transfer fee
		5.4	Execution of instrument of transfer
		5.5	Enquiry as to title not required
		5.6	Personal representative recognized on death
		5.7	Death or bankruptcy
		5.8	Persons in representative capacity
6			ALTERATION OF CAPITAL
		6.1	Increase of authorized capital
		6.2	Other capital alterations
		6.3	Creation, variation and abrogation of special rights and restrictions
		6.4	Exception
		6.5	Class meetings of members
		6.6	Quorum for class meetings of members
7			PURCHASE AND REDEMPTION OF SHARES
		7.1	Company authorized to purchase or redeem its shares
		7.2	Redemption of shares
8			BORROWING POWERS
		8.1	Powers of directors
		8.2	Special rights attached to and negotiability of debt obligations
		8.3	Register of debentureholders
		8.4	Execution of debt obligations
9			GENERAL MEETINGS
		9.1	Annual general meetings
		9.2	Classification of general meetings
		9.3	Calling of meetings
		9.4	Notice for general meetings
		9.5	Waiver or reduction of notice
		9.6	Notice of special business at general meeting

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PART	ARTICLE		SUBJECT
10			PROCEEDINGS AT GENERAL MEETINGS
		10.1	Special business
		10.2	Requirement of quorum
		10.3	Quorum
		10.4	Lack of quorum
		10.5	Chairman
		10.6	Alternate chairman
		10.7	Adjournments
		10.8	Resolutions need not be seconded
		10.9	Decisions by show of hands or poll
		10.10	Casting vote
		10.11	Manner of taking poll
		10.12	Retention of ballots cast on a poll
		10.13	Casting of votes
		10.14	Ordinary resolution sufficient
		10.15	Determination in case of dispute
11			VOTES OF MEMBERS
		11.1	Number of votes per share of member
		11.2	Votes or persons in representative capacity
		11.3	Representation of a corporate member
		11.4	Votes by joint holders
		11.5	Votes by committee for a member
		11.6	Appointment by proxyholders
		11.7	Execution of form of proxy
		11.8	Deposit of proxy
		11.9	Form of proxy
		11.10	Validity of proxy vote
		11.11	Revocation of proxy
12			DIRECTORS
		12.1	Number of directors
		12.2	Remuneration and expenses of directors
		12.3	Qualification of directors

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PART	ARTICLE		SUBJECT
13			ELECTION AND REMOVAL OF DIRECTORS
		13.1	Election at annual general meetings
		13.2	Continuance of directors
		13.3	Election of less than required number of directors
		13.4	Additional directors
		13.5	Alternate directors
		13.6	Termination of directorship
		13.7	Removal of directors
		13.8	Filling vacancies
14			POWERS AND DUTIES OF DIRECTORS
		14.1	Management of affairs and business
		14.2	Appointment of attorney
		14.3	Company may be divided into one or more divisions
		14.4	Directors to name division
		14.5	Directors to establish a divisional board
		14.6	Appointment of divisional officers
15			DISCLOSURE OF INTEREST OF DIRECTORS
		15.1	Disclosure of conflicting interest
		15.2	Voting and quorum re proposed contract
		15.3	Director may hold office or place of profit with company
		15.4	Director acting in professional capacity
		15.5	Director receiving remuneration from other interests
16			PROCEEDINGS OF DIRECTORS
		16.1	Chairman and alternate
		16.2	Meetings — procedure
		16.3	Meetings by conference telephone
		16.4	Notice of meeting
		16.5	Waiver of notice of meetings
		16.6	Quorum
		16.7	Continuing directors may act during vacancy
		16.8	Validity of acts of directors
		16.9	Resolution in writing effective
17			EXECUTIVE AND OTHER COMMITTEES
		17.1	Appointment of executive committee
		17.2	Appointment of committees
		17.3	Quorum
		17.4	Procedure at meetings

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PART	ARTICLE		SUBJECT
18			OFFICERS
		18.1	President and secretary required
		18.2	Persons holding more than one office and remuneration
		18.3	Disclosure of conflicting interest
19			INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES
		19.1	Indemnification of directors
		19.2	Indemnification of officers, employees, agents
		19.3	No presumption of bad faith
		19.4	Indemnification not invalidated by non-compliance
		19.5	Persons undertaking liabilities
		19.6	Limitation of liability
		19.7	Company may purchase insurance
		19.8	Extent of indemnification
20			DIVIDENDS AND RESERVES
		20.1	Declaration of dividends
		20.2	Declared dividend date
		20.3	Proportionate to number of shares held
		20.4	Reserves
		20.5	No interest on dividends
		20.6	Payments of dividends
		20.7	Capitalization of undistributed surplus
		20.8	Fractional shares
21			MINUTES, DOCUMENTS, RECORDS AND REPORTS
		21.1	Minutes to be kept
		21.2	Documents to be kept
		21.3	Accounts to be kept
		21.4	Inspection of accounts
		21.5	Financial statements and reports
		21.6	Financial statements and reports to be furnished to members
22			NOTICES
		22.1	Method of giving notice
		22.2	Notice to joint holder
		22.3	Notice to personal representative
		22.4	Persons to receive notice
		22.5	Notice deemed effective
		22.6	Calculation of period of notice

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PART	ARTICLE		SUBJECT
23			RECORD DATES
		23.1	Record date
		23.2	Absence of record date
24			SEAL AND EXECUTION OF DOCUMENTS
		24.1	Affixation of seal to documents
		24.2	Mechanical reproduction of signatures
		24.3	Official seal for other jurisdictions
25			PROHIBITIONS
		25.1	Number of members
		25.2	No securities to be offered to the public
		25.3	Restrictions on transfers of shares

COMPANY ACT

ARTICLES

OF

                                         B.C. LTD.

PART I
INTERPRETATION

1.1 In these Articles, unless the context otherwise requires:

a)	“Board” and “Directors” means the directors or sole director of the Company for the time being;
b)	“Company Act” and the “Act” means the Company Act of British Columbia from time to time in force and all amendments thereto and includes all regulations and amendments made pursuant to the Act;
c)	“casual vacancy” means any vacancy occurring in the Board of Directors of the Company save and except for a vacancy occurring at an annual general meeting of the members of the Company;
d)	“Director” means any individual director or the sole director of the Company for the time being;
e)	“Memorandum” means the memorandum of the Company as required by the Company Act;
f)	“month” means calendar month;
g)	“registered address” of a member shall be his address as recorded in the register of members;
h)	“registered owner” or “registered holder” when used with respect to a share in the authorized capital of the Company means the person registered in the register of members in respect of such share;
i)	“seal” means the common seal of the Company, if the Company has one;
j)	“transfer agent” shall include “branch transfer agent”.

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1.2 Expressions referring to writing shall be construed as including references to printing, lithography, typewriting, photography and other modes of representing or reproducing words in a visible form.

1.3 Words importing the singular include the plural and vice versa; words importing male persons include female persons and vice versa, and, words importing persons shall include bodies corporate.

1.4 The meaning of any words or phrases defined in the Company Act shall if not inconsistent with the subject or context, bear the same meaning in these Articles.

1.5 The Rules of Construction contained in the Interpretation Act (British Columbia) shall apply, mutatis mutandis, to the interpretation of these Articles.

PART 2
SHARES AND SHARE CERTIFICATES

2.1 Every member is entitled, without charge, to one certificate representing the share or shares of each class held by him; provided that, in respect of a share or shares held jointly by several persons, the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint registered holders or to his duly authorized agent shall be sufficient delivery to all; and provided further that the Company shall not be bound to issue certificates representing redeemable shares, if such shares are to be redeemed within one month of the date on which they were allotted. Any share certificate may be sent by registered prepaid mail to the member entitled thereto at his registered address and neither the Company nor any transfer agent shall be liable for any loss occasioned to the member owing to any such share certificate so sent being lost in the mail or stolen.

2.2 If a share certificate:

a)	is worn out or defaced, the Directors shall, upon production to them of the said certificate and upon such other terms, if any, as they may think fit, order the said certificate to be cancelled and shall issue a new certificate in place thereof;
b)	is lost, stolen or destroyed, then, upon proof thereof to the satisfaction of the Directors and upon such indemnity, if any, as the Directors deem adequate being given, a new share certificate in place thereof shall be issued to the person entitled to such lost, stolen or destroyed certificate; or
c)	represents more than one share and the registered owner thereof surrenders it to the Company with a written request that the Company issue in his name two or more certificates each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Company shall cancel the certificate so surrendered and issue in place thereof certificates in accordance with such request.

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A sum, not exceeding that permitted by the Company Act, as the Directors may from time to time fix, shall be paid to the Company for each certificate issued under this Article.

2.3 Every share certificate shall be signed manually by at least one officer or Director of the Company, or by or on behalf of a registrar, branch registrar, transfer agent or branch transfer agent of the Company and any additional signatures may be printed or otherwise mechanically reproduced; and, in such event, a certificate so signed is as valid as if signed manually, notwithstanding that any person whose signature is so printed or mechanically reproduced shall have ceased to hold the office that he is stated on such certificate to hold at the date of the issue of a share certificate.

2.4 Except as required by law, statute or these Articles, no person shall be recognized by the Company as holding any share upon any trust and the Company shall not be bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or in any fractional part of a share or (except only as by law, statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except for the absolute right of legal ownership in respect of its registered holder.

2.5 Every share certificate issued by the Company shall be in such form as the Directors approve and shall comply with the Company Act.

PART 3
ISSUE OF SHARES

3.1 Subject to the provisions of the Company Act, the unissued shares, in the capital of the Company for the time being, together with any shares of the Company purchased or redeemed by the Company and not cancelled shall be under the control of the Directors who may, subject to the rights of the holders of the issued shares of the Company for the time being, issue, allot, grant options on or otherwise dispose of such shares to such persons, including Directors, upon such terms and conditions and at such price or for such consideration as the Directors, in their absolute discretion, may determine.

3.2 If the Company is or becomes a company which is not a reporting company, in which case the Directors are required by the Company Act, before allotting any shares, to offer them pro rata to the members, the Directors shall, before allotting any shares, comply with the applicable provisions of the Company Act.

3.3 Subject to the provisions of the Company Act, the Company may pay a commission or allow a discount to any person in consideration of his subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares in the Company whether absolutely or conditionally. Where the Company is a specially limited company, such discount or commission shall not exceed ninety-five per cent of the subscription price. The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

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3.4 No share may be issued until it is fully paid and the Company shall have received the full consideration therefor in cash, property or past services actually performed for the Company, A document evidencing indebtedness of the person to whom the shares are allotted is not property for the purpose of this Article. The value of property or services for the purpose of this Article shall be the value determined by the Directors by resolution to be, in all circumstances of the transaction, the fair market value thereof.

3.5 The Directors may determine the price or consideration at or for which shares without par value may be issued.

3.6 The Company may, subject to the provisions of the Company Act, issue share purchase warrants upon such terms and conditions as the Directors of the Company shall determine, which share purchase warrants may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other security issued or created by the Company from time to time.

PART 4
SHARE REGISTERS

4.1 The Company shall keep or cause to be kept a register of members, a register of transfers and a register of allotments within British Columbia, all as required by the Company Act, and may combine one or more of such registers. If the Company’s capital shall consist of more than one class of shares, a separate register of members, register of transfers and register of allotments may be kept in respect of each class of shares. The Company may appoint a trust company to keep the register of members, register of transfers and register of allotments or, if there is more than one class of shares, the Company may appoint a trust company, which need not be the same trust company, to keep the register of members, the register of transfers and the register of allotments for each class of shares. The Company may also appoint one or more trust companies, including the trust company which keeps the said registers of the Company’s shares or of a class thereof, as transfer agent for its shares or such class thereof, as the case may be, and the same or another trust company or companies as registrar for its shares or such class thereof, as the case may be. The Company may terminate the appointment of any such trust company at any time and may appoint another trust company in its place.

4.2 Unless prohibited by the Company Act, the Company may keep or cause to be kept one or more branch registers of members at such place or places within or without British Columbia as the Directors may from time to time determine.

PART 5
TRANSFER AMD TRANSMISSION OF SHARES

5.1 Subject to the provisions of the Memorandum and of these Articles that may be applicable, any member may transfer any of his shares by instrument in writing executed by or on, behalf of such member and delivered to the Company or its transfer agent. The instrument of transfer of any share of the Company shall be in the form, if any, on the back of the

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Company’s share certificates or in such other form as the Directors may from time to time approve. Except to the extent that the Company Act may otherwise provide, the transferor shall be deemed to remain the holder of the shares until the name of the transferee is entered in the register of members or a branch register of members in respect thereof.

5.2 Every instrument of transfer shall be executed by the transferor and left at the registered office of the Company or at the office of its transfer agent or registrar for registration together with the share certificate for the shares to be transferred and such other evidence, if any, as the Directors or the transfer agent or registrar for registration may require to prove the title of the transferor or his right to transfer the shares and the right of the transferee to have the transfer registered. All instruments of transfer where the transfer is registered shall be retained by the Company or its transfer agent or registrar for registration and any instrument of transfer, where the transfer is not registered, shall be returned to the person depositing the same together with the share certificate which accompanied the same when tendered for registration.

5.3 A sum, not exceeding that permitted by the Company Act, as the Directors may from time to time fix, shall be paid to the Company for each transfer registered under this Part.

5.4 The signature of the registered owner of any shares, or of his duly authorized attorney, upon an instrument of transfer shall constitute a complete and sufficient authority to the Company, its Directors, officers and agents to register, in the name of the transferee as named in the instrument of transfer, the number of shares specified therein or, if no number is specified, all the shares of the registered owner represented by share certificates deposited with the instrument of transfer. If no transferee is named in the instrument of transfer, the instrument of transfer shall constitute a complete and sufficient authority to the Company, its Directors, officers or agents to register, in the name of the person on whose behalf any certificate for the shares to be transferred is deposited with the Company for the purpose of having the transfer registered, the number of shares specified in the instrument of transfer or, if no number is specified, all the shares represented by all share certificates deposited with the instrument of transfer.

5.5 Neither the Company nor any Director, officer or agent thereof shall be bound to inquire into the title of the person named in the form of transfer as transferee or, if no person is named therein as transferee, of the person on whose behalf the certificate is deposited with the Company for the purpose of having the transfer registered or be liable to any claim by such registered owner or by any intermediate owner or holder of the certificate or of any of the shares represented thereby or any interest therein for registering the transfer, and, the transfer, when registered, shall confer upon the person in whose name the shares have been registered a valid title to such shares.

5.6 In the case of the death of a member, the survivor or survivors, where the deceased was a joint registered holder, and the legal personal representative of the deceased, where he was the sole holder, shall be the only persons recognized by the Company as having any title to or interest in the shares registered in the name of the deceased. Before recognizing any legal personal representative the Directors may require him to obtain a grant of probate or

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letters of administration in British Columbia and such other documents as the Company Act requires.

5.7 Upon the death or bankruptcy of a member, his personal representative or trustee in bankruptcy, although not a member, shall have the same rights, privileges and obligations that attach to the shares formerly held by the deceased or bankrupt member if the documents required by the Company Act shall have been deposited at the Company’s registered office.

5.8 Any person becoming entitled to a share as a consequence of the death or bankruptcy of a member, upon such documents and evidence being produced to the Company as the Company Act requires, and any person who becomes entitled to a share as a result of an order of a Court of competent jurisdiction or a statute shall have the right either to be registered as a member in his representative capacity in respect of such share, or, if he is a personal representative, instead of being registered himself, to make such transfer of the share as the deceased or bankrupt person could have made upon producing such evidence that he is so entitled as the Directors think sufficient; but the Directors shall, as regards a transfer by a personal representative or trustee in bankruptcy, have the same right, if any, to decline or suspend registration of a transfer as they would have in the case of a transfer of a share by the deceased or bankrupt person before the death or bankruptcy.

PART 6
ALTERATION OF CAPITAL

6.1 The Company may by ordinary resolution filed with the Registrar of Companies amend the Memorandum to increase the authorized capital of the Company:

a)	by creating shares with par value, or shares without par value, or both;
b)	by increasing the number of shares with par value, or shares without par value, or both; or
c)	by increasing the par value of a class of shares with par value, if no shares of that class are issued.

6.2 The Company may by special resolution, or by ordinary resolution if permitted by the Company Act, alter its Memorandum to subdivide, consolidate, change from shares with par value to shares without par value or from shares without par value to shares with par value, alter the designation of all or any of its shares, or alter the provisions as to the maximum price or consideration at or for which shares without par value may be issued, but only to such extent, in such manner and with such consents of members holding a class of shares which is the subject of or affected by such alteration, as the Company Act provides.

6.3 The Company may alter the Memorandum or these Articles:

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a)	by special resolution to create, define and attach special rights or restrictions to any shares, whether issued or unissued; and
b)	by special resolution and by otherwise complying with any applicable provision of its Memorandum or these Articles to vary or abrogate any special rights or restrictions attached to any shares, whether issued or unissued;

and in each case the Company shall file a certified copy of such resolution with the Registrar of Companies.

6.4 No right or special right attached to issued shares shall be prejudiced or interfered with under the Act, the Memorandum or these Articles unless:

a)	if the right or special right prejudiced or interfered with is attached to a class of shares, members holding shares of that class; and
b)	if the right or special right prejudiced or interfered with is attached to a series of shares and the rights or special rights attached to that series are affected differently from those attached to another series of the same class, members holding shares of that series;

consent by a separate resolution of the members of that class or series, as the case may be, requiring a majority of three-quarters of the votes cast.

6.5 Article 6.4 does not apply to a compromise or arrangement under the Company Act.

6.6 Unless these Articles otherwise provide, the provisions of these Articles relating to general meetings shall apply, with the necessary changes and so far as they are applicable, to a class meeting of members holding a particular class of shares. A quorum for a class meeting of members shall be at least one person holding or representing by proxy not less than one-third of the shares affected and one person, if he is a quorum, may constitute a class meeting.

PART 7
PURCHASE AND REDEMPTION OF SHARES

7.1 Subject to the special rights and restrictions attached to any class of shares, the Company may, by a resolution of the Directors and in compliance with the Company Act, purchase any of its shares at the price and upon the terms specified in such resolution or redeem any class of its shares in accordance with the special rights and restrictions attaching thereto. No such purchase or redemption shall be made if the Company is insolvent at the time of the proposed purchase or redemption or if the proposed purchase or redemption would render the Company insolvent. Unless the shares are to be purchased through a stock exchange or pursuant to the requirements of the Company Act, or from a bona fide employee or bona fide former employee of the Company or of an affiliate of the Company, or his personal representative, in respect of shares beneficially owned by the employee or former employee,

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the Company shall make its offer to purchase pro rata to every member who holds shares of the class or series to be purchased.

7.2 If the Company proposes to redeem some, but not all, of the shares of a particular class or series, the Directors may, subject to the special rights and restrictions attached to such shares, decide the manner in which the shares to be redeemed shall be selected.

PART 8
BORROWING POWERS

8.1 The Directors may from time to time at their discretion authorize the Company to:

a)	borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit;
b)	guarantee the repayment of money borrowed by any person or the performance of any obligation of any person;
c)	issue bonds, debentures and other debt obligations, either outright or as security for any liability or obligation of the Company or any other person; and
d)	mortgage, charge, whether by way of specific or floating charge, or give other security on the undertaking, or on the whole or any part of the property and assets of the Company (both present and future).

8.2 Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, with any special privileges as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of Directors or otherwise, and may by their terms be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the Directors may determine.

8.3 The Company shall keep or cause to be kept within British Columbia, in accordance with the Company Act, a register of its debentures and a register of debentureholders, which registers may be combined; and, subject to the provisions of the Company Act, the Company may keep, or cause to be kept, one or more branch registers of its debentures or debentureholders at such place or places within or without British Columbia as the Directors may from time to time determine. The Directors may make such provisions as they think fit respecting the keeping of such branch registers.

8.4 Every bond, debenture or other debt obligation of the Company shall be signed manually by at least one Director or officer of the Company or by or on behalf of a trustee, registrar of debentures, branch registrar of debentures, transfer agent or branch transfer agent

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for the bond, debenture, or other debt obligation appointed by the Company or under any instrument under which the bond, debenture or other debt obligation is issued and any additional signatures may be printed or otherwise mechanically reproduced thereon and, in such event, a bond, debenture or other debt obligation so signed is as valid as if signed manually notwithstanding that any person whose signature is so printed or mechanically reproduced shall have ceased to hold the office that he is stated on such bond, debenture or other debt obligation to hold at the date of the issue thereof.

PART 9
GENERAL MEETINGS

9.1 The general meetings of the Company shall be held at such time and place, in accordance with the Company Act, as the Directors determine.

9.2 Every general meeting, other than an annual general meeting, shall be called an extraordinary general meeting.

9.3 The Directors may, whenever they think fit, convene an extraordinary general meeting.

9.4 Notice of a general meeting shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business. The accidental omission to give notice of any meeting to, or the nonreceipt of any notice by, any of the members entitled to receive notice shall not invalidate any proceedings at that meeting.

9.5 All the members of the Company entitled to attend and vote at a general meeting may, by unanimous consent in writing given before, during or after the meeting, or if they are present at the meeting by a unanimous vote, waive or reduce the period of notice of such meeting. An entry in the minute book of such waiver or reduction shall be sufficient evidence of the due convening of the meeting.

9.6 Except as otherwise provided by the Company Act, where any special business at a general meeting includes considering, approving, ratifying, adopting or authorizing any document of any nature or kind whatsoever or the execution thereof or the giving of effect thereto, the notice convening the meeting shall, with respect to such document, be sufficient if it states that a copy of the document or proposed document is or will be available for inspection by members at the registered office or records office of the Company or at some other place in British Columbia designated in the notice during any specified or unspecified business hours on any specified or unspecified working day or days up to the date of such general meeting and at the meeting.

PART 10
PROCEEDINGS AT GENERAL MEETINGS

10.1 All business shall be deemed special business which is transacted at:

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a)

an extraordinary general meeting; and

b)

an annual general meeting, with the exception of the consideration of the financial statements and of the respective reports of the Directors and Auditor, fixing or changing the number of Directors, approval of a motion to elect two or more Directors by a single resolution, the election of Directors, the appointment of the Auditor, the fixing of the remuneration of the Auditor and such other business as by these Articles or the Company Act may be transacted at a general meeting without prior notice thereof being given to the members or any business which is brought under consideration by the report of the Directors.

10.2 No business, other than the election of the chairman or the adjournment of the meeting, shall be transacted at any general meeting unless a quorum of members, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.

10.3 Save as herein otherwise provided, a quorum shall be two persons present, or representing by proxy, and being members holding not less than one-twentieth of the issued shares entitled to be voted at the meeting. If there is only one member, the quorum is one person present and being, or representing by proxy, such member. The Directors, the Secretary or, in his absence, an Assistant Secretary, and the solicitor of the Company shall be entitled to attend at any general meeting but no such person shall be counted in the quorum or be entitled to vote at any general meeting unless he shall be a member or proxyholder entitled to vote thereat.

10.4 If within half an hour from the time appointed for a general meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, and, if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the person or persons present and being, or representing by proxy, a member or members entitled to attend and vote at the meeting shall be a quorum.

10.5 The Chairman of the Board or in his absence the Vice-Chairman or in his absence the President of the Company shall be entitled to preside as chairman at every general meeting of the Company.

10.6 If at any general meeting none of the Chairman, Vice-Chairman or President is present or willing to act as chairman within ten minutes of the time appointed for holding the meeting, the Directors present shall choose one of their number to be chairman. If all the Directors present decline to take the chair, or if the Directors shall fail to so choose or if no Director is present, the members present shall choose one of their number to be chairman.

10.7 The chairman may and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice, but not “advance

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notice”, of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.

10.8 No motion proposed at a general meeting need be seconded and the chairman may propose or second a motion.

10.9 Subject to the provisions of the Company Act, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is directed by the chairman or demanded by at least one member entitled to vote who is present in person or by proxy. The chairman shall declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll and such decision shall be entered in the book of proceedings of the Company. A declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or lost or not carried by a particular majority and an entry to that effect in the book of the proceedings of the Company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

10.10 In the case of an equality of votes, whether on a show of hands of on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a second or casting vote.

10.11 No poll may be demanded on the election of a chairman. A poll demanded on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken as soon as, in the opinion of the chairman, is reasonably convenient, but in no event later than seven days after the meeting and at such time and place and in such manner as the chairman of the meeting directs. The result of the poll shall be deemed to be the resolution of and passed at the meeting at which the poll was demanded. Any business other than that upon which the poll has been demanded may be proceeded with pending the taking of the poll. A demand for a poll may be withdrawn.

10.12 Every ballot cast upon a poll and every proxy appointing a proxyholder who casts a ballot upon a poll shall be retained by the Secretary for such period and be subject to such inspection as the Company Act may provide and in the absence thereof as the Directors may determine.

10.13 On a poll a person entitled to cast more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

10.14 Unless the Company Act, the Memorandum or these Articles otherwise provide, any action to be taken by a resolution of the members may be taken by an ordinary resolution.

10.15 In the case of any dispute as to the admission or rejection of a vote, the chairman shall determine the same and his determination made in good faith shall be final and conclusive.

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PART 11
VOTES OF MEMBERS

11.1 Subject to any special voting rights or restrictions attached to any class of shares and the restrictions on joint registered holders of shares, on a show of hands every member present in person, by proxy or by authorized representative shall have one vote and on a poll every member present in person, by proxy or by authorized representative shall have one vote for each share he holds or represents.

11.2 Any person who is not registered as a member, but is entitled to vote at any general meeting in respect of a share, may vote the share in the same manner as if he were a member; but, unless the Directors have previously admitted his right to vote at that meeting in respect of the share, he shall satisfy the Directors of his right to vote the share before the time for holding the meeting, or adjourned meeting, as the case may be, at which he proposes to vote.

11.3 A corporation that is not a wholly owned subsidiary that is a member may vote by its proxyholder or by its duly authorized representative who is entitled to speak and vote and in all other respects exercise the rights of a member.

11.4 In the case of joint registered holders of a share, the vote of the senior who exercises a vote, whether in person or by proxyholder shall be accepted to the exclusion of the votes of the other joint registered holders; and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members or in such other manner as the Directors may in good faith stipulate from time to time. Several legal personal representatives of a deceased member whose shares are registered in his sole name shall for the purpose of this Article be deemed joint registered holders.

11.5 A member of unsound mind who would otherwise be entitled to attend and vote, in respect of whom an order has been made by any court having jurisdiction, may vote, whether on a show of hands or on a poll, by his committee, curator bonis, or other person in the nature of a committee or curator bonis appointed by that court, and any such committee, curator bonis, or other person may appoint a proxyholder.

11.6 A member holding more than one share in respect of which he is entitled to vote shall be entitled to appoint a proxyholder to attend, act and vote for him. If such member should appoint more than one proxyholder for the same occasion he shall specify the number of shares each proxyholder shall be entitled to vote. A member may also appoint one or more alternate proxyholders to act in the place and stead of an absent proxyholder.

11.7 A form of proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney. Any person may act as proxyholder whether or not he is a member. The proxy may authorize the proxyholder to act as such for the appointor for such period, at such meeting or meetings as may be indicated in the proxy and to the extent permitted by the Company Act.

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11.8 A form of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy thereof, shall be deposited at the registered office of the Company, or at such other place as is specified for that purpose in the notice calling the meeting, not less than 48 hours, or such lesser time period as is set out in the notice calling the meeting or in the Information Circular relating thereto, if any (excluding Saturdays, Sundays and holidays), before the time for holding the meeting in respect of which the person named in the instrument is appointed. In addition to any other method of depositing proxies provided for in these Articles, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at any place or places and fixing the time or times for depositing the proxies, not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of members, and providing for particulars of such proxies to be sent to the Company or any agent of the Company in writing or by letter, telegram, telex or any method of transmitting legibly recorded messages so as to arrive before the commencement of the meeting or adjourned meeting at the office of the Company or of any agent of the Company appointed for the purpose of receiving such particulars and providing that proxies so deposited may be acted upon as though the proxies themselves were deposited as required by this Part and votes given in accordance with such regulations shall be valid and be counted.

11.9 Unless the Company Act or any other statute or law which is applicable to the Company or to any class of its shares requires any other form of proxy, a proxy, whether for a specified meeting or otherwise, shall be in the form following, but may also be in any other form that the Directors or the chairman of the meeting shall approve:

(Name of Company)

The undersigned, being a member of the above named Company, hereby appoints                                          or failing him                                          as proxyholder for the undersigned to attend, act and vote for and on behalf of the undersigned at the general meeting of the Company to be held on the                      of                      and at any adjournment thereof.

Signed this                           day of                     ,           

        (Signature of Member)

11.10 A vote given in accordance with the terms of a proxy is valid notwithstanding the previous death or incapacity of the member giving the proxy, the revocation of the proxy or of the authority under which the form of proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no notification in writing of such death, incapacity, revocation or transfer shall have been received at the registered office of the Company or by the chairman of the meeting or adjourned meeting for which the proxy was given before the vote is taken.

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11.11 Every proxy may be revoked by an instrument in writing:

a)	executed by the member giving the same, by his attorney authorized in writing or, where the member is a corporation, by a duly authorized officer or attorney of the corporation; and
b)	delivered either at the registered office of the Company at any time up to and including the last business day preceding the day of the meeting, or any adjournment thereof at which the proxy is to be used, or to the chairman of the meeting on the day of the meeting or any adjournment thereof;

or in any other manner provided by law.

PART 12
DIRECTORS

12.1 The subscriber(s) to the Memorandum is (are) the first Director(s). The Director(s) to succeed the first Director(s) may be appointed in writing by a majority of the subscriber(s) to the Memorandum or at a meeting of the subscriber(s) or if not so appointed, they shall be elected by the members entitled to vote on the election of Directors and the number of Directors shall be the same as the number of Directors so appointed or elected. The number of Directors, excluding additional Directors, may be fixed or changed from time to time by ordinary resolution, whether previous notice thereof has been given or not, but, notwithstanding anything contained in these Articles, the number of Directors shall never be less than one or, if the Company is or becomes a reporting company, less than that number specified in the Company Act.

12.2 The remuneration of the Directors, as such, may from time to time be determined by the Directors or, if the Directors shall so decide, by the members. Such remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company, as such, who is also a Director. The Directors shall be repaid such reasonable travelling, hotel and other expenses as they incur in and about the business of the Company; and, if any Director shall perform any professional or other services for the Company that in the opinion of the Directors are outside the ordinary duties of a Director or shall otherwise be occupied in or about the Company’s business, he may be paid a remuneration to be fixed by the Board, or, at the option of such Director, by the members, and such remuneration may be either in addition to, or in substitution for any other remuneration that he may be entitled to receive. The Directors on behalf of the Company, unless otherwise determined by ordinary resolution, may pay a gratuity or pension or allowance on retirement to any Director who has held any salaried office or place of profit with the Company or to his spouse or dependents and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

12.3. A Director shall not be required to hold a share in the capital of the Company as qualification for his office but shall be qualified as required by the Company Act to become or act as a Director. Any person not being a member of the Company who becomes a Director

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shall be deemed to have agreed to be bound by the provisions of the Articles to the same extent as if he were a member of the Company.

PART 13
ELECTION AND REMOVAL OF DIRECTORS

13.1 At each annual general meeting of the Company all the Directors shall retire and the members entitled to vote thereat shall elect a Board of Directors consisting of the number of Directors for the time being fixed pursuant to these Articles. A retiring Director shall be eligible for re-election. If the Company is, or becomes, a company that is not a reporting company and the business to be transacted at any annual general meeting is consented to in writing by all the members who are entitled to attend and vote thereat, such annual general meeting shall be deemed for the purpose of this Part to have been held on such written consent becoming effective.

13.2 Where the Company fails to hold an annual general meeting in accordance with the Company Act, the Directors then in office shall be deemed to have been elected or appointed as Directors on the last day on which the annual general meeting could have been held pursuant to these Articles and they may hold office until other Directors are appointed or elected or until the day on which the next annual general meeting is held.

13.3 If any general meeting at which there should be an election of Directors and the places of any of the retiring Directors are not filled by such election, such of the retiring Directors who are not re-elected as may be requested by the newly-elected Directors shall, if willing to do so, continue in office to complete the number of Directors for the time being fixed pursuant to these Articles until further new Directors are elected at a general meeting convened for the purpose. If any such election or continuance of Directors does not result in the election or continuance of the number of Directors for the time being fixed pursuant to these Articles, such number shall be fixed at the number of Directors actually elected or continuing in office.

13.4 The Directors shall have power at any time and from time to time to appoint one or more person(s) as a director(s) to either fill a casual vacancy in the Board or as an addition to the Board. Any directors so appointed shall hold office only until the commencement of the next following annual general meeting of the Company, but shall be eligible for re-election at such meeting.

13.5 Any Director may, from time to time, appoint any person to be his alternate director. The appointee, while he holds office as an alternate director, shall be entitled to receive notice of meetings of the Directors, and, in the absence of the Director for whom he is an alternate, to attend and vote thereat as a Director or sign any resolution of Directors to be consented to in writing, but shall not be entitled to be remunerated otherwise than out of the remuneration of the Director appointing him. Any Director may make or revoke an appointment of his alternate director by notice in writing, telegram or cable to be delivered or addressed, postage or other charges prepaid, to the registered office of the Company. A person

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may act as an alternate director for more than one Director at any given time, and a Director may act as an alternate director for any other Director and shall have a separate vote on behalf of the Director he is representing in addition to his own vote and shall be counted separately for the purposes of determining a quorum.

13.6 The office of Director shall be vacated if the Director;

a)	resigns his office by notice in writing delivered to the registered office of the Company; or
b)	is convicted of an indictable offence and the other Directors shall have resolved to remove him; or
c)	ceases to be qualified to act as a Director pursuant to the Company Act.

13.7 The Company may by special resolution remove any Director before the expiration of his period of office and may by an ordinary resolution appoint another person in his stead. Any Director so appointed shall hold office only until the next following annual general meeting of the Company, but shall be eligible for re-election at such meeting.

13.8 The Company may, at any time, by ordinary resolution appoint one or more persons as Directors to fill vacancies in the Board, including those created as a result of the number of Directors being increased pursuant to Article 12.1

PART 14
POWERS AND DUTIES OF DIRECTORS

14.1 The Directors shall manage, or supervise the management of, the affairs and business of the Company and shall have the authority to exercise all such powers of the Company as are not, by the Company Act, the Memorandum or these Articles, required to be exercised by the Company in general meeting.

14.2 The Directors may from time to time, by power of attorney or other instrument under the seal of the Company (if any), appoint any person to be the attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles and excepting the powers of the Directors relating to the constitution of the Board and of any of its committees, the power of appointment or removal of officers and the power to declare dividends), for such period, with such remuneration and subject to such conditions as the Directors may think fit. Any such appointment may be made in favour of any of the Directors or any of the members of the Company or in favour of any corporation, or of any of the members, directors, nominees or managers of any corporation, firm or joint venture and any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the Directors think fit. Any such attorney may be authorized by the Directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him.

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14.3 Without limiting any general power set out in these Articles the Directors may cause the business and operations of the Company or any part thereof to be divided or segregated into one or more divisions upon such basis, including without limitation, character or type of operation, geographical territory, product or service, as the Directors may consider appropriate. The Directors may also cause the business and operations of any such division to be further divided into sub-units to be consolidated upon such basis as the Directors may consider appropriate in each case.

14.4 Any division or its sub-unit may be designated by such name as the Directors may from time to time determine and, subject to the Act, may transact business of any kind and do all acts and things under such name.

14.5 From time to time the Directors may establish a divisional board for any division to consist of such persons and to have such powers, authorities and discretions as the Directors may from time to time designate. Directors of the divisional boards shall not, as such, be directors of the Company.

14.6 From time to time the Directors, or if authorized by the Directors, the chief executive officer, may appoint one or more officers for any division, prescribe their official titles, powers and duties and settle their terms of employment and remuneration. The Directors, or if authorized by the Directors, the chief executive officer, may remove any officer so appointed, without prejudice to such officer’s rights under any employment contract. Officers of divisions or their sub-units shall not, as such, be officers of the Company.

PART 15
DISCLOSURE OF INTEREST OF DIRECTORS

15.1 A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Company shall disclose the nature and extent of his interest in accordance with the provisions of the Company Act.

15.2 A Director may vote in respect of any such contract or transaction with the Company in which he is interested and he shall be counted in the quorum present at the meeting at which such vote is taken.

15.3 A Director may hold any office or place of profit with the Company (other than the office of auditor of the Company) in conjunction with his office of Director for such period and on such terms (as to remuneration or otherwise) as the Directors may determine and no Director or intended Director shall be disqualified by his office from contracting with the Company either with regard to his tenure or any such other office or place of profit or as vendor, purchaser or otherwise.

15.4 Subject to compliance with the provisions of the Company Act, a Director by himself or by his firm may act in a professional capacity for the Company (except as auditor of the Company) and he or his firm shall be entitled to remuneration for professional services rendered to or for the Company as if he were not a Director.

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15.5 A Director may be or become a director or other officer or employee of, or otherwise interested in, any corporation or firm and, subject to compliance with the provisions of the Company Act, such Director shall not be accountable to the Company for any remuneration or other benefits received by him as director, officer or employee of, or from his interest in, such other corporation or firm.

PART 16
PROCEEDINGS OF DIRECTORS

16.1 The Directors may elect a Director to be the Chairman of the board and another Director to be the Vice-Chairman and in doing so may determine the period for which each is to hold office. The Chairman or in his absence the Vice-Chairman or in his absence the President shall preside as chairman at every meeting of the Directors; but, if at any meeting neither the Chairman, nor Vice-Chairman nor President is present or willing to act as chairman within ten minutes of the time appointed for holding the meeting, the Directors present shall choose one of their number to be chairman of the meeting.

16.2 The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the chairman of the meeting shall not have a second or casting vote. Meetings of the Board held at regular intervals may be held at such place, at such time and upon such notice (if any) as the Board by resolution from time to time determines.

16.3 A Director may participate in a meeting of the Board or of any committee of the Directors by means of a conference telephone or other communication facilities by means of which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Article shall be deemed to be present at the meeting and to have so agreed and shall be counted in the quorum therefor and be entitled to speak and vote thereat.

16.4 A Director may, and the Secretary or an Assistant Secretary upon request of a Director shall, call a meeting of the Board at any time. Reasonable notice of such meeting specifying the place, day and hour of such meeting shall be given by mail, postage prepaid, addressed to each of the Directors and alternate directors at their addresses as they appear on the books of the Company, or by leaving it at either of their usual business or residential addresses, or by telegram, telex, telecopier or any method of transmitting legibly recorded messages or by telephone. It shall not be necessary to give notice of a meeting of Directors to any Director or alternate Director if such meeting is to be held immediately following a general meeting at which such Director shall have been elected or of a meeting of Directors at which such Director is appointed. Any Director who may be absent temporarily from the Province may file a waiver of notice of meetings of the Directors, which may be by letter, telegram, telex, telecopier or any other method of transmitting legibly recorded messages, at the registered office of the Company and may at any time withdraw the waiver and, until the waiver is withdrawn, no notice of meetings of Directors need be sent to that Director and any

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meeting of Directors, notice of which has not been given to that Director, shall, provided a quorum of the Directors is present, be valid and effective. Accidental omission to give notice of a meeting of Directors to, or the non-receipt of notice by, any Director shall not invalidate the proceedings at the meeting or any actions taken thereat.

16.5 Any Director may file with the Secretary a document executed by him waiving notice of any past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw such waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until such waiver is withdrawn, no notice need be given to such Director and, unless the Director otherwise requires in writing to the Secretary, to his alternate director of any meeting of Directors and all meetings of the Directors so held shall be deemed to have been properly called and constituted notwithstanding the absence of notice to such Director or alternate director. Attendance of a Director at a meeting of the Directors shall constitute a waiver of notice of the meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.

16.6 The Directors may from time to time fix the quorum necessary for the transaction of business and unless so fixed such quorum shall be a majority of the Board. If the Company has one Director the necessary quorum shall be one.

16.7 The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of filling the vacancies up to that number, or for the purpose of summoning a general meeting of the Company, but for no other purpose.

16.8 Subject to the provisions of the Company Act, all acts done by any meeting of the Directors or of a committee of Directors, or by any person acting as a Director, shall, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of any such Directors, or of the members of such committee or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly elected or appointed and was qualified to be a Director.

16.9 A resolution consented to in writing, whether by document, telegram, telex or any method of transmitting legibly recorded messages or other means, by all of the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and held. Such resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with the minutes of the proceedings of the Directors and shall be effective on the date stated thereon or on the latest date stated on any counterpart.

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PART 17
EXECUTIVE AND OTHER COMMITTEES

17.1 The Directors may appoint an Executive Committee to consist of such member or members of the Board as they think fit. The Executive Committee shall have, and may exercise during the intervals between the meetings of the Board, all the powers vested in the Board except:

a)	the power to add to or fill vacancies in the Board;
b)	the power to change the membership of, or fill vacancies in, the Executive Committee or any other committee of the Board;
c)	any powers which under the Company Act no committee of Directors has authority to exercise; and
d)	such other powers, if any, as may be specified in the resolution appointing the Executive Committee.

17.2 The Directors may by resolution appoint one or more committees consisting of such member or members of the Board as they think fit and may delegate to any such committee various powers of the Board, except:

a)	the power to add to or fill vacancies in the Board;
b)	the power to change the membership of or fill vacancies in any other committee of the Board;
c)	any powers which under the Company Act no committee of Directors has authority to exercise; and
d)	the power to appoint or remove officers appointed by the Board.

The powers so delegated are to be exercised between meetings of the Board subject to such conditions as may be prescribed in such resolution.

17.3 Each committee appointed by the Directors shall keep regular minutes of its transactions and shall cause them to be recorded in books kept for that purpose and shall report the same to the Board at such times as the Board may from time to time require. The Board shall have power at any time to revoke or override any authority given to any such committee, except as to acts done before such revocation or overriding, to terminate the appointment or change the membership of any committee and to fill vacancies in it. Each committee may make rules for the conduct of its business and may appoint such assistants as it may deem necessary. A majority of the members of a committee shall constitute a quorum thereof.

17.4 Each committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members of the committee

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present and, in case of an equality of votes, the chairman shall not have a second or casting vote. A resolution approved in writing by all members of a committee shall be as valid and effective as if it had been passed at a meeting of that committee duly called and constituted. Such resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with the minutes of the proceedings of the committee and shall be effective on the date stated thereon or on the latest date stated in any counterpart.

PART 18
OFFICERS

18.1 The Directors shall, from time to time, appoint a President and a Secretary and may appoint such other officers, if any, as the Directors may determine and the Directors may, at any time, terminate any such appointment. No officer shall be appointed unless he is qualified in accordance with the provisions of the Company Act.

18.2 One person may hold more than one of such offices except that the offices of President and Secretary must be held by different persons unless the Company has only one member. Any person appointed as the Chairman of the Board, the Vice-Chairman, the President or the Managing Director shall be a Director. The other officers need not be Directors. The remuneration of the officers of the Company, as such, and the terms and conditions of their tenure of office or employment, shall from time to time be determined by the Directors; such remuneration may be by way of salary, fee, wage, commission or participation in profits, or any combination thereof or any other means and an officer may in addition to such remuneration be entitled to receive a pension or gratuity after he ceases to hold such office or leaves the employment of the Company. The Directors may decide what functions and duties each officer shall perform and may entrust to and confer upon him any of the powers exercisable by them upon such terms and conditions and with such restrictions as they think fit and may from time to time revoke, withdraw, alter or vary all or any of such functions, duties and powers. The Secretary shall, inter alia, perform the functions of the Secretary specified in the Company Act.

18.3 Every officer of the Company who holds any office or possesses any property whereby, whether directly or indirectly, duties or interests might be created in conflict with his duties or interests as an officer of the Company shall, in writing, disclose to the President and the Board the fact and the nature, character and extent of the conflict.

PART 19
INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS
AND EMPLOYEES

19.1 Subject to the provisions of the Company Act, the Directors shall cause the Company to and the Company shall indemnify each person serving or having served as a Director, Secretary or an Assistant-Secretary of the Company or any combination thereof and

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the heirs and personal representatives of any such person against all costs, charges and expenses whatsoever, including legal fees and any amount paid to settle any action or proceeding or satisfy any judgment in respect of any threatened, pending or completed civil, criminal or administrative action or proceeding to which he is or they are or threatened to be made a party by reason of his being or having been a Director, Secretary or an Assistant-Secretary of the Company or by reason of his serving or having served, at the request of the Company, as a Director, officer, employee or agent of the Company or any other corporation, partnership, joint venture, trust or other enterprise or in any other capacity for any such or other entity whatsoever, including any action whether brought by the Company or any such entity as above described; provided that he shall have acted honestly and in good faith in the best interests of the Company or such entity and shall have exercised the care, diligence and skill of a reasonably prudent person in respect of the matter or matters giving rise to such threatened, pending or completed civil, criminal or administrative action or proceeding. Each Director, Secretary and Assistant-Secretary of the Company on being elected or appointed shall be deemed to have contracted with the Company on the terms of the foregoing indemnity.

19.2 Subject to the provisions of the Company Act, the Directors may cause the Company to indemnify any person serving or having served at the request of the Company as an officer, excluding the positions of Secretary and Assistant Secretary, employee or agent of any corporation, partnership, joint venture, trust or other enterprise or in any other capacity for any such or other entity whatsoever or as an officer, excluding the positions of Secretary and Assistant Secretary, employee, or agent of or in any other capacity for the Company, and the heirs and personal representatives of any such person against all costs charges and expenses whatsoever, including legal fees and any amount paid to settle any action or proceeding or satisfy any judgment in respect of any threatened, pending or completed civil, criminal or administrative action or proceeding to which he is or they are or threatened to be made a party by reason of his so serving or having so served including any action whether brought by the Company or any such entity as above described; provided that he shall have acted honestly and in good faith in the best interests of the Company or such entity and shall have exercised the care, diligence and skill of a reasonably prudent person in respect of the matter or matters giving rise to such threatened, pending or completed civil, criminal or administrative action or proceeding.

19.3 The determination of any action, suit or proceeding by judgment, order, settlement, conviction or otherwise shall not, of itself, create a presumption that the person did not act honestly and in good faith and in the best interests of the Company and did not exercise the care, diligence and skill of a reasonably prudent person and, with respect to any criminal or administrative action or proceeding, did not have reasonable grounds to believe that his conduct was lawful.

19.4 The failure of a Director or officer of the Company to comply with the provisions of the Company Act, the Memorandum or these Articles shall not invalidate any indemnity to which he is entitled under this Part.

19.5 Subject to the provisions of the Company Act, the Directors are authorized from time to time to cause the Company to give indemnities to any Director, officer, employee,

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agent or other person who has undertaken or is about to undertake any liability on behalf of the Company or any corporation controlled by it.

19.6 Subject to the provisions of the Company Act, no Director or officer or employee for the time being of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or employee, or for joining in any receipt or act for conformity, or for any loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Board for the Company, or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Company shall be invested or for any loss or damages arising from the bankruptcy, insolvency, or tortious act of any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss occasioned by any error of judgment or oversight on his part or for any other loss, damage or misfortune whatsoever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his own willful act or default, negligence, breach of trust or breach of duty.

19.7 The Directors may cause the Company to purchase and maintain insurance for the benefit of any person for whom and against any liability for which the Directors shall or may cause the Company to provide indemnity pursuant lo these Articles.

19.8 The indemnification provided by this Part shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any other Part or any valid and lawful agreement, vote of members or Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall enure to the benefit of the heirs, executors and administrators of such person. The indemnification provided by this Part shall not be exclusive of any powers, rights, agreements or undertakings which may be legally permissible or authorized by or under any applicable law. Notwithstanding any other provisions set forth in this Part, the indemnification stipulated and authorized by this Part shall be applicable only to the extent that any such indemnification shall not duplicate indemnity or reimbursement which that person has received or shall receive otherwise than under this Part.

PART 20
DIVIDENDS AND RESERVES

20.1 The Directors may from time to time declare and authorize payment of such dividends, if any, as they may deem advisable and need not give notice of such declaration to any member. No dividend shall be paid otherwise than out of funds and/or assets properly available for the payment of dividends and a declaration by the Directors as to the amount of such funds or assets available for dividends shall be conclusive. The Company may pay any such dividend wholly or in part by the distribution of specific assets and in particular by paid up shares, bonds, debentures or other securities of the Company or any other corporation or in any one or more such ways as may be authorized by the Company or the Directors. Where any

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difficulty arises with regard to such a distribution the Directors may settle the same as they think expedient and, in particular, may fix the value for distribution of such specific assets or any pert thereof, and may determine that cash payments in substitution for all or any part of the specific assets to which any member is entitled shall be made to any member on the basis of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees for the persons entitled to the dividend as may seem expedient to the Directors.

20.2 Any dividend declared on shares of any class by the Directors may be made payable on such date as is fixed by the Directors.

20.3 Subject to the rights of members (if any) holding shares with special rights as to dividends, all dividends on shares of any class shall be declared and paid according to the number of such shares held.

20.4 The Directors may, before declaring any dividend, set aside out of the funds property available for the payment of dividends such sums as they think proper as a reserve or reserves, which shall, at the discretion of the Directors, be applicable for meeting contingencies, for equalizing dividends, or for any other purpose to which such funds of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit. The Directors may also, without placing the same in reserve, carry forward such funds, which they think prudent not to declare as a dividend.

20.5 No dividend shall bear interest against the Company. Where the dividend to which a member is entitled includes a fraction of a cent, such fraction shall be disregarded in making payment thereof and such payment shall be deemed to be payment in full.

20.6 Any dividend, bonus or other money payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder, or, in the case of joint holders, to the registered address of one of the joint holder or to such person and to such address as the holder or joint holders may direct in writing. Every such cheque or warrant shall be made payable to the order of the holder, or, in the case of joint holders, to any of such joint holders or to such person as the holder or joint holders may direct in writing. The mailing of such cheque or warrant shall, to the extent of the sum represented thereby (plus the amount of any tax required by law to be deducted), discharge all liability for the dividend, unless such cheque or warrant shall not be paid on presentation or the amount of tax so deducted shall not be paid to the appropriate taxing authority. Any one of two or more joint holders may give effectual receipts for any dividend, bonus or other money payable in respect of the shares held by them as joint holders and the Company is not bound to see the execution of any trust in respect of shares of the Company.

20.7 Notwithstanding anything contained in these Articles, the Directors may from time to time capitalize any undistributed surplus on hand of the Company and may from time to time issue as fully paid and non-assessable any unissued shares, or any bonds, debentures or

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debt obligations of the Company as a dividend respecting such undistributed surplus on band or any part thereof.

20.8 Notwithstanding anything contained in these Articles, should any dividend result in any shareholder being entitled to a fractional part of a share of the Company, the Directors shall have the right to pay such shareholder in place of that fractional share, the cash equivalent thereof calculated on the par value thereof or, in the case of shares without par value, calculated on the price or consideration for which such shares were or were deemed to be issued, and shall have the further right and complete discretion to carry out such distribution and to adjust the rights of such shareholder with respect thereto on as practical and equitable a basis as possible including the right to arrange through a fiscal agent or otherwise for the sale, consolidation or other disposition of those fractional shares on behalf of such shareholder of the Company.

PART 21
MINUTES, DOCUMENTS, RECORDS AND REPORTS

21.1 The Directors shall cause minutes to be duly entered in books provided for the purposes:

a)	of all appointments of officers;
b)	of the names of the Directors or their alternate directors present at each meeting of Directors and of any committee of Directors;
c)	of all resolutions and proceedings of general meetings and class meetings of the members of the Company and of all meetings of the Directors and of committees of Directors; and
d)	of all waivers signed or resolutions passed by consent being given thereto in writing.

21.2 The Company shall keep at its records office or at such other place as the Company Act may permit, the documents, copies, registers, minutes and records which the Company is required by the Company Act to keep at its records office or such other place, as the case may be.

21.3 The Company shall cause to be kept proper books of account and accounting records in respect of all financial and other transactions of the Company in order to properly record the financial affairs and condition of the Company and to comply with the Company Act.

21.4 Unless the Directors determine otherwise, or unless otherwise determined by an ordinary resolution, no member of the Company shall be entitled to inspect the accounting records of the Company.

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21.5 The Directors shall, from time to time, at the expense of the Company, cause to be prepared and laid before the Company in general meeting such financial statements and reports as are required by the Company Act.

21.6 Every member shall, upon their request, be entitled to be furnished once, at no expense, with a copy of the latest annual financial statement of the Company and, if so required by the Company Act, a copy of each such annual financial statement shall be mailed to each member.

PART 22
NOTICES

22.1 A notice, statement or report may be given or delivered by the Company to any member either by facsimile or delivery to him personally or by sending it by mail to him to his address as recorded in the register of members. Where a notice, statement or report is sent by mail, service or delivery of the notice, statement or report shall be deemed to be effected by properly addressing, prepaying and mailing the notice, statement or report and to have been given on the day, Saturdays, Sundays and holidays excepted, following the date of mailing. A certificate signed by the Secretary or other officer of the Company or of any other corporation acting in that behalf for the Company that the letter, envelope or wrapper containing the notice, statement or report was so addressed, prepaid and mailed shall be conclusive evidence thereof.

22.2 A notice, statement or report may be given or delivered by the Company to the joint holders of a share by giving the notice, statement or report to any one of the joint holders named in the register of members in respect of that share.

22.3 A notice, statement or report may be given or delivered by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a member by sending it through the mail prepaid addressed to them by name or by the title of representatives of the deceased or incapacitated person or trustee of the bankrupt, or by any like description, at the address (if any) supplied to the Company for the purpose by the persons claiming to be so entitled or (until such address has been so supplied) by giving the notice in a manner in which the same might have been given if the death, bankruptcy or incapacity had not occurred.

22.4 Notice of every general meeting or meeting of members holding a class of shares shall be given in a manner hereinbefore authorized to every member holding at the time of the issue of the notice or the date fixed for determining the members entitled to such notice, whichever is the earlier, shares which confer the right to notice of and to attend and vote at any such meeting. No other person except the auditor of the Company and the Directors of the Company shall be entitled to receive notices of any such meeting.

22.5 Any notice, statement or report sent by mail to or left at the address of any member as recorded in the register of members shall, notwithstanding that member is then deceased, bankrupt or incapacitated and whether or not the Company has notice of his death, bankruptcy or incapacity, be deemed to have been duly served in respect of any registered

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shares, whether held solely or jointly with other persons by that deceased, bankrupt or incapacitated member, until some other person is registered in his place as a member or joint member in respect of those shares and that service shall for all purposes of these Articles be deemed a sufficient service of such notice, statement or report on his personal representatives, trustee in bankruptcy and all persons, if any, jointly interested with him in those shares.

22.6 If a number of days’ notice or a notice extending over any other period is required to be given, the day of service shall not, unless it is otherwise provided in these Articles, be counted in the number of days or other period required.

PART 23
RECORD DATES

23.1 The Directors may fix in advance a date, which shall not be more than the maximum number of days permitted by the Company Act, preceding the date of any meeting of members, or any class thereof or of the payment of any dividend or of the proposed taking of any other proper action requiring the determination of members as the record date for the determination of the members entitled to notice of, or to attend and vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or for any other proper purpose, and, in such case, notwithstanding anything elsewhere contained in these Articles, only members of record on the date so fixed shall be deemed to be members for the purpose aforesaid.

23.2 Where no record date is so fixed for the determination of members as provided in the preceding Article, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, shall be the record date for such determination.

PART 24
SEAL AND EXECUTION OF DOCUMENTS

24.1 The Directors may provide a seal for the Company and, if they do so, shall provide for the safe custody of the seal which shall not be affixed to any instrument except when attested by the signature of the following persons, or, in the absence of a seal, provide for the execution of documents by the signature of the following persons, namely;

a)	any two Directors;
b)	one of the Chairman of the Board, the President, the Managing Director, a Director and a Vice-President together with one of the Secretary, the Treasurer, the Secretary-Treasurer, an Assistant Secretary, an Assistant Treasurer and an Assistant Secretary-Treasurer;
c)	if the Company shall have only one member, the President or the Secretary; or
d)	such person or persons as the Directors may from time to time by resolution appoint.

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For the purpose of certifying under seal true copies of any document or resolution the seal may be attested by the signature of any one of the foregoing persons.

24.2 To enable the seal of the Company to be affixed to any bonds, debentures, share certificates, or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the Directors or officers of the Company are, in accordance with the Company Act and/or these Articles, printed or otherwise mechanically reproduced there may be delivered to the firm or company employed to engrave, lithograph or print such definitive or interim bonds, debentures, share certificates or other securities one or more unmounted dies reproducing the Company’s seal and the Chairman of the Board, the President, the Managing Director or a Vice-President and the Secretary, Treasurer, Secretary-Treasurer, an Assistant Secretary, and Assistant Treasurer or an Assistant Secretary-Treasurer may by a document authorize such firm or company to cause the Company’s seal to be affixed to such definitive or interim bonds, debentures, share certificates or other securities by the use of such dies. Bonds, debentures, share certificates or other securities to which the Company’s seal has been so affixed shall for all purposes be deemed to be under and to bear the Company’s seal lawfully affixed thereto.

24.3 The Company may have a seal for use in any other province, state, territory or country.

PART 25
PROHIBITIONS

25.1 The number of members for the time being is not to exceed the number which, pursuant to the laws of any jurisdiction applicable to the Company or its right to issue its securities, would make the Company subject to the laws of such jurisdiction relating to issuance and trading in securities to the public.

25.2 No shares or debt obligations issued by the Company shall be offered for sale to the public.

25.3 No shares shall be transferred without previous consent of the Directors expressed by a resolution of the Board and the Directors shall not be required to give any reason for refusing to give their consent to any such proposed transfer.

SIGNATURE OF SUBSCRIBER
 

/s/ Douglas R. Johnson  

Douglas R. Johnson 

DATED at Vancouver, British Columbia, this 8^th day of October, 2002.

EX-3.5(B)

Exhibit 3.5(b)

BUSINESS CORPORATIONS ACT

ARTICLES

OF

656790 B.C. LTD.

Incorporation No. 656790

PART 1
INTERPRETATION

1.1 In these Articles, unless the context otherwise requires:

a)	“Board” and “Directors” means the directors or sole director of the Company for the time being;
b)	“Business Corporations Act” and the “Act” means the Business Corporations Act of British Columbia from time to time in force and all amendments thereto and includes all regulations and amendments made pursuant to the Act;
c)	“Casual Vacancy” means any vacancy occurring in the Board save and except for a vacancy occurring at an annual general meeting of the shareholders of the Company;
d)	“Director” means any individual director or the sole director of the Company for the time being;
e)	“Month” means calendar month;
f)	“Notice of Articles” the Notice of Articles of the Company as required by the Business Corporations Act;
g)	“Person” means an individual, body corporate, partnership, personal representative, joint venture, trust, unincorporated organization, association, the Crown or any agency or instrumentality thereof, or any entity recognized by law;
h)	“Registered Address” of a shareholder means the address as recorded for that shareholder in the central securities register;

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i)	“Registered Owner” or “Registered Holder” when used with respect to a share in the authorized share structure of the Company means the Person registered in the central securities register in respect of such share;
j)	“Seal” means the common seal of the Company, if the Company has one;
k)	“Special Majority” means, in respect of a resolution, a majority of at least 2/3 of the votes cast on the resolution;
1)	“Special Resolution” means, subject to the requirements of the Business Corporations Act, a resolution passed by a Special Majority;
m)	“Special Separate Resolution” has the meaning attributed to it by the Business Corporations Act;
n)	“Transfer Agent” means the transfer agent of the Company and includes a “branch transfer agent”.

1.2 Expressions referring to writing shall be construed as including references to printing, lithography, typewriting, photography and other modes of representing or reproducing words in a visible form.

1.3 Words importing the singular include the plural and vice versa; words in one gender include all genders.

1.4 The meaning of any words or phrases defined in the Business Corporations Act shall if not inconsistent with the subject or context, bear the same meaning in these Articles.

1.5 The Rules of Construction contained in the Interpretation Act (British Columbia) shall apply, mutatis mutandis, to the interpretation of these Articles.

1.6 If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

PART 2
SHARES AND SHARE CERTIFICATES

2.1 Every shareholder is entitled, without charge, to one certificate representing the share or shares of each class held by him; provided that, in respect of a share or shares held jointly by several Persons, the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint Registered Holders or to his duly authorized agent shall be sufficient delivery to all; and provided further that the Company shall not be bound to issue certificates representing redeemable shares, if such shares are to be

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redeemed within one Month of the date on which they were allotted. Any share certificate may be sent by registered prepaid mail to the shareholder entitled thereto at his Registered Address and neither the Company nor any Transfer Agent shall be liable for any loss-occasioned to the shareholder owing to any such share certificate so sent being lost in the mail or stolen.

2.2 If a share certificate:

a)	is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and shall issue a new certificate in place thereof; or
b)	is lost, stolen or destroyed, then, upon proof thereof to the satisfaction of the Directors and upon such indemnity, if any, as the Directors deem adequate being given, a new share certificate in place thereof shall be issued to the Person entitled to such lost, stolen or destroyed certificate.

A sum, not exceeding that permitted by the Business Corporations Act, as the Directors may from time to time fix, shall be paid to the Company for each certificate issued under this Article.

2.3 If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.4 If a shareholder surrenders two or more share certificates to the Company with a written request that the Company issue in the shareholder’s name a share certificate representing in the aggregate the same number of shares as the share certificates so surrendered, the Company must cancel the surrendered share certificates and issue a replacement share certificate in accordance with that request.

2.5 There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.3 or 2.4, the amount, if any, (which must not exceed the amount permitted by the Business Corporations Act), determined by the Directors.

2.6 Every share certificate shall be signed manually by at least one officer of the Company or Director, or by or on behalf of a registrar, branch registrar, Transfer Agent or branch transfer agent of the Company and any additional signatures may be printed or otherwise mechanically reproduced; and, in such event, a certificate so signed is as valid as if signed manually, notwithstanding that any Person whose signature is so printed or mechanically reproduced shall have ceased to hold the office that he is stated on such certificate to hold at the date of the issue of a share certificate.

2.7 Except as required by law, statute or these Articles, no Person shall be recognized by the Company as holding any share upon any trust and the Company shall not be bound by or compelled in any way to recognize (even when having notice thereof) any

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equitable, contingent, future or partial interest in any share or in any fractional part of a share or (except only as by law, statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except for the absolute right of legal ownership in respect of its Registered Holder.

2.8 Every share certificate issued by the Company shall be in such form as the Directors approve and shall comply with the Business Corporations Act.

PART 3
ISSUE OF SHARES

3.1 Subject to the provisions of the Business Corporations Act, the unissued shares, in the share structure of the Company for the time being, together with any shares of the Company purchased or redeemed by the Company and not cancelled shall be under the control of the Directors who may, subject to the rights of the holders of the issued shares of the Company for the time being, issue, allot, grant options on or otherwise dispose of such shares to such Persons, including Directors, upon such terms and conditions and at such price or for such consideration as the Directors, in their absolute discretion, may determine.

3.2 Subject to the provisions of the Business Corporations Act, the Company may pay a reasonable commission or allow a reasonable discount to any Person in consideration of that person procuring or agreeing to procure purchasers for any shares in the Company whether absolutely or conditionally, or purchasing or agreeing to purchase shares of the Company from the Company or from any other person. The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.3 No share may be issued until it is fully paid and the Company shall have received the full consideration therefor in past services actually performed for the Company, property or money. Money or a record evidencing indebtedness of the Person to whom the shares are to be issued is not property for the purpose of this Article. The aggregate value of property or past services for the purpose of this Article shall be the value determined by the Directors by resolution to be, in all circumstances of the transaction, not greater than the fair market value thereof.

3.4 The Directors may determine the price or consideration at or for which shares without par value may be issued.

3.5 The Company may, subject to the provisions of the Business Corporations Act, issue share purchase warrants, options and rights upon such terms and conditions as the Directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other security issued or created by the Company from time to time.

3.6 If the Company is or becomes a company which is not a public company, and shall propose to issue, or to grant an option or other right for the purchase or subscription for, shares of any class or classes, each such issue or grant shall be offered by the Company to each

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of the shareholders as nearly as may be in proportion to the number of shares held by them respectively at the date of such offer. Every such offer shall be made in writing by a director or the Secretary, if any, and shall state that any shareholder who desires to subscribe for a number of shares which is less than or in excess of his respective proportion of the shares proposed to be issued shall, in his subscription, specify the number of shares less than or in excess of such proportions that he desires to purchase. If all the shareholders do not subscribe for their respective proportions of the shares proposed to be issued, the unsubscribed shares shall be used to satisfy the subscriptions of shareholders for numbers of shares in excess of their respective proportions and, if the subscriptions, in the aggregate, are more than sufficient to exhaust such unsubscribed shares, the unsubscribed shares shall be divided rateably among the shareholders desiring shares in numbers in excess of their respective proportions of the shares proposed to be issued in proportion to the number of shares held by them at the date of such offer, but no party thereto shall be bound to take any shares in excess of the number indicated in his subscription. If the shares of any issue shall not be capable, without division into fractions of shares, of being offered to or being divided among the shareholders in the proportion hereinbefore mentioned, the same shall be offered to or divided among the shareholders as nearly as may be in the proportions hereinbefore mentioned, and any balance shall be offered to or divided among the shareholders or some of them in such manner as may be determined by the Board.

PART 4
SHARE REGISTERS

4.1 The Company shall keep or cause to be kept a central securities register within British Columbia, as required by the Business Corporations Act. If the Company’s capital shall consist of more than one class of shares, a separate register may be kept in respect of each class of shares. The Company may appoint an agent to keep the central securities register or, if there is more than one class of shares, the Company may appoint an agent, which need not be the same agent, to keep the register for each class of shares. The Company may also appoint one or more agents, including the agent which keeps the register of the Company’s shares or of a class thereof, as Transfer Agent for its shares or such class thereof, as the case may be, and the same or another agent or agents as registrar for its shares or such class thereof, as the case may be. The Company may terminate the appointment of any such agent at any time and may appoint another agent in its place.

4.2 Unless prohibited by the Business Corporations Act, the Company may keep or cause to be kept one or more branch securities registers at such place or places within or without British Columbia as the Directors may from time to time determine.

PART 5
TRANSFER AND TRANSMISSION OF SHARES

5.1 Subject to the provisions of these Articles that may be applicable, any shareholder may transfer any of his shares by instrument in writing executed by or on behalf of such shareholder and delivered to the Company or its Transfer Agent. The instrument of

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transfer of any share of the Company shall be in the form, if any, on the back of the Company’s share certificates or in such other form as the Directors may from time to time approve. Except to the extent that the Business Corporations Act may otherwise provide, the transferor shall be deemed to remain the holder of the shares until the name of the transferee is entered in the central securities register or a branch securities register in respect thereof.

5.2 Every instrument of transfer shall be executed by the transferor and left at the registered office of the Company or at the office of its Transfer Agent or registrar for registration together with the share certificate for the shares to be transferred and such other evidence, if any, as the Directors or the Transfer Agent or registrar for registration may require to prove the title of the transferor or his right to transfer the shares and the right of the transferee to have the transfer registered. All instruments of transfer where the transfer is registered shall be retained by the Company or its Transfer Agent or registrar for registration and any instrument of transfer, where the transfer is not registered, shall be returned to the Person depositing the same together with the share certificate which accompanied the same when tendered for registration,

5.3 The signature of the Registered Owner of any shares, or of his duly authorized attorney, upon an instrument of transfer shall constitute a complete and sufficient authority to the Company, its Directors, officers and agents to register, in the name of the transferee as named in the instrument of transfer, the number of shares specified therein or, if no number is specified, all the shares of the Registered Owner represented by share certificates deposited with the instrument of transfer. If no transferee is named in the instrument of transfer, the instrument of transfer shall constitute a complete and sufficient authority to the Company, its Directors, officers or agents to register, in the name of the Person on whose behalf any certificate for the shares to be transferred is deposited with the Company for the purpose of having the transfer registered, the number of shares specified in the instrument of transfer or, if no number is specified, all the shares represented by all share certificates deposited with the instrument of transfer.

5.4 Neither the Company nor any Director, officer or agent thereof shall be bound to inquire into the title of the Person named in the form of transfer as transferee or, if no Person is named therein as transferee, of the Person on whose behalf the certificate is deposited with the Company for the purpose of having the transfer registered or be liable to any claim by such Registered Owner or by any intermediate owner or holder of the certificate or of any of the shares represented thereby or any interest therein for registering the transfer; and, the transfer, when registered, shall confer upon the Person in whose name the shares have been registered a valid title to such shares.

5.5 There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the Directors.

5.6 In the case of the death of a shareholder, the survivor or survivors, where the deceased was a joint Registered Holder, and the personal or other legal representative of the deceased, where he was the sole holder, shall be the only Persons recognized by the Company as having any title to or interest in the shares registered in the name of the deceased. Before

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recognizing any Person applying to the Company to effect a transmission of shares, the legal personal representative must obtain a grant of probate, letters of administration in British Columbia or such other documents as permitted or required pursuant to the Business Corporations Act.

5.7 Upon the death or bankruptcy of a shareholder, his personal or other legal representative or trustee in bankruptcy, although not registered as a shareholder, shall have the same rights, privileges and obligations that attach to the shares formerly held by the deceased or bankrupt shareholder if the documents required by the Business Corporations Act have been deposited at the Company’s registered office.

5.8 Any Person becoming entitled to a share as a consequence of the death or bankruptcy of a shareholder, upon such documents and evidence being produced to the Company as the Business Corporations Act requires, and any Person who becomes entitled to a share as a result of an order of a Court of competent jurisdiction or a statute shall have the right either to be registered as a shareholder in his representative capacity in respect of such share, or, if he is a personal or other legal representative instead of being registered himself, to make such transfer of the share as the deceased or bankrupt Person could have made upon producing such evidence that he is so entitled as the Directors think sufficient; but the Directors shall, as regards a transfer by a personal or other legal representative or trustee in bankruptcy, have the same right, if any, to decline or suspend registration of a transfer as they would have in the case of a transfer of a share by the deceased or bankrupt Person before the death or bankruptcy.

PART 6
ALTERATION OF SHARE STRUCTURE

6.1 The Company may by ordinary resolution alter its Notice of Articles and these Articles to increase the authorized share structure of the Company:

a)	by creating shares with par value, or shares without par value, or both;
b)	by increasing the number of shares with par value, or shares without par value, or both; or
c)	by increasing the par value of a class of shares with par value, if no shares of that class are issued.

and the Company shall file a notice of alteration with the Registrar of Companies and alter these Articles to reflect the change.

6.2 The Company may by Special Resolution alter its Notice of Articles and these Articles to subdivide, consolidate, change from shares with par value to shares without par value or from shares without par value to shares with par value, alter the designation of all or any of its shares, or otherwise alter its authorized share structure, but only to such extent, in such manner and with such consents of shareholders holding a class of shares which is the

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subject of or the right or special right of those shares is prejudiced or interfered with by such alteration, as the Business Corporations Act provides.

6.3 The Company may alter its Notice of Articles and these Articles:

a)	by Special Resolution to create, define and attach special rights or restrictions to any shares, whether issued or unissued; and
b)	by Special Resolution and by otherwise complying with any applicable provision of its Notice of Articles and these Articles to vary or delete any special rights or restrictions attached to any shares, whether issued or unissued;

and in each case the Company shall file a notice of alteration with the Registrar of Companies and alter these Articles to reflect the change.

6.4 No right or special right attached to issued shares shall be prejudiced or interfered with under the Business Corporations Act, the Notice of Articles or these Articles unless:

a)	if the right or special right prejudiced or interfered with is attached to a class of shares, shareholders holding shares of that class; or
b)	if the right or special right prejudiced or interfered with is attached to a series of shares, shareholders holding shares of that series;

consent by a Special Separate Resolution of the shareholders of that class or series, as the case may be, requiring a majority of three-quarters of the votes cast.

6.5 Article 6.4 does not apply to a compromise or arrangement under the Business Corporations Act.

PART 7
PURCHASE AND REDEMPTION OF SHARES

7.1 Subject to the special rights and restrictions attached to any class of shares, the Company may, by a resolution of the Directors and in compliance with the Business Corporations Act:

a)	purchase any of its shares at the price and upon the terms specified in such resolution or redeem any class of its shares in accordance with the special rights and restrictions attaching thereto;
b)	accept a surrender of shares by way of gift or for cancellation;
c)	convert fractional shares into whole shares provided that each fractional share remaining after conversion that is less than 1/2 of a share must be cancelled and

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each fractional share that is at least 1/2 of a share must be changed to one whole share.

No such purchase or redemption shall be made if there are reasonable grounds for believing that the Company is insolvent at the time of the proposed purchase or redemption or making the payment or providing the consideration for the proposed purchase or redemption would render the Company insolvent. Unless the shares are to be purchased pursuant to the requirements of the Business Corporations Act through a securities exchange or a quotation and trade reporting system, or from an employee or former employee of the Company or of an affiliate of the Company, or in respect of shares beneficially owned by the employee or former employee, from the registered owner of the shares, the Company shall make its offer to purchase rateably to every shareholder who holds shares of the class or series to be purchased.

7.2. If the Company proposes to redeem some, but not all, of the shares of a particular class or series, the Directors may, subject to the special rights and restrictions attached to such shares, decide the manner in which the shares to be redeemed shall be selected.

PART 8
BORROWING POWERS

8.1 The Directors may from time to time at their discretion authorize the Company to:

a)	borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit;
b)	guarantee the repayment of money borrowed by any Person or the performance of any obligation of any Person;
c)	issue bonds, debentures and other debt obligations, either outright or as security for any liability or obligation of the Company or any other Person; and
d)	mortgage, charge, whether by way of specific or floating charge, or give other security on the undertaking, or on the whole or any part of the property and assets of the Company (both present and future).

8.2 Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, with any special privileges as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of Directors or otherwise, and may by their terms be assignable free from any equities between the Company and the Person to whom they were issued or any subsequent holder thereof, all as the Directors may determine.

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8.3 Every bond, debenture or other debt obligation of the Company shall be signed manually by at least one Director or officer of the Company or by or on behalf of a trustee, Transfer Agent or branch Transfer Agent for the bond, debenture, or other debt obligation appointed by the Company or under any instrument under which the bond, debenture or other debt obligation is issued and any additional signatures may be printed or otherwise mechanically reproduced thereon and, in such event, a bond, debenture or other debt obligation so signed is as valid as if signed manually notwithstanding that any Person, whose signature is so printed or mechanically reproduced shall have ceased to hold the office that he is stated on such bond, debenture or other debt obligation to hold at the date of the issue thereof.

PART 9
GENERAL MEETINGS

9.1 The general meetings of the Company shall be held at such time and place, in accordance with the Business Corporations Act, as the Directors determine. A general meeting of the Company may be held outside of British Columbia at any location approved by Special Resolution.

9.2 Every general meeting, other than an annual general meeting, shall be called an extraordinary general meeting.

9.3 The Directors may, whenever they think fit, convene an extraordinary general meeting.

9.4 As further specified in Article 23, the Company must send notice of the date, time and location of any meeting of shareholders, and, in case of special business, the general nature of that business, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

a)	if and for so long as the Company is a public company, 21 days;
b)	otherwise, 10 days.

9.5 The accidental omission to send notice of any meeting to, or the nonreceipt of any notice by, any of the Persons entitled to notice shall not invalidate any proceedings at that meeting.

9.6 A shareholder and any other Person entitled to notice of a meeting of shareholders may before, during or after the meeting, or if they are present at the meeting, waive entitlement or agree to reduce the period of that notice. An entry in the minute book of such waiver or reduction shall be sufficient evidence of the due convening of the meeting.

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9.7 Except as otherwise provided by the Business Corporations Act, where any special business at a general meeting includes considering, approving, ratifying, adopting or authorizing any document of any nature or kind whatsoever or the execution thereof or the giving of effect thereto, the notice convening the meeting shall, with respect to such document, be sufficient if it states that a copy of the document or proposed document is or will be available for inspection by shareholders at the registered office or records office of the Company or at some other place in British Columbia designated in the notice during any specified or unspecified business hours on any specified or unspecified working day or days up to the date of such general meeting and at the meeting.

PART 10
PROCEEDINGS AT GENERAL MEETINGS

10.1 All business shall be deemed special business which is transacted at:

a)

an extraordinary general meeting; and

b)

an annual general meeting, with the exception of the consideration of the financial statements and of the respective reports of the Directors and Auditor, fixing or changing the number of Directors, approval of a motion to elect two or more Directors by a single resolution, the election of Directors, the appointment of the Auditor, the fixing of the remuneration of the Auditor and such other business as by these Articles or the Business Corporations Act may be transacted at a general meeting without prior notice thereof being given to the shareholders or any business which is brought under consideration by the report of the Directors.

10.2 No business, other than the election of the chairman or the adjournment of the meeting, shall be transacted at any general meeting unless a quorum of shareholders, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.

10.3 Save as herein otherwise provided, a quorum shall be two Persons present, or representing by proxy, and being shareholders holding not less than one-twentieth of the issued shares entitled to be voted at the meeting. If there is only one shareholder, the quorum is one Person present and being, or representing by proxy, such shareholder. The Directors, the Secretary or, in his absence, an Assistant Secretary, the auditor (if any), and the solicitor of the Company shall be entitled to attend at any general meeting but no such Person shall be counted in the quorum or be entitled to vote at any general meeting unless he shall be a shareholder or proxyholder entitled to vote thereat.

10.4 Unless these Articles otherwise provide, the provisions of these Articles relating to general meetings shall apply, with the necessary changes and so far as they are applicable, to a class meeting of shareholders holding a particular class of shares. A quorum for a class meeting of shareholders shall be at least one Person holding or representing by proxy not less

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than one-twentieth of the shares affected and one Person, if he is a quorum, may constitute a class meeting.

10.5 If within half an hour from the time appointed for a general meeting a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, and, if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the Person or Persons present and being, or representing by proxy, a shareholder or shareholders entitled to attend and vote at the meeting shall be a quorum.

10.6 The Directors may determine the manner in which meetings of shareholders shall be held (either at a specified place, or by means of telephonic or other communications medium that permit all participants to communicate with each other, or a combination of the foregoing), as permitted by the laws governing the Company and the Articles; and when calling a meeting of the shareholders, the Directors may determine that such meeting will be held entirely by means of such telephonic or other communications medium; provided that all participants shall be able to communicate with each other during the meeting.

10.7 Any Person entitled to attend and vote at a meeting of shareholders may:

a)	vote at the meeting in Person or by proxy and, subject to any determinations made from time to time by the Directors, may appoint a proxy by any method permitted by law, including over the internet, by the input of data using telephonic facilities or by reproduction using facsimile or electronic facilities; and
b)	participate in the meeting by means of telephonic or other communications medium that permit all participants to communicate with each other during the meeting, if the Company makes available such communication facilities.

10.8 The Chairman of the Board or in his absence the Vice-Chairman or in his absence the President of the Company, if any, shall be entitled to preside as chair at every general meeting of the Company.

10.9 If at any general meeting none of the Chairman, Vice-Chairman or President is present or willing to act as chair within ten minutes of the time appointed for holding the meeting, the Directors present shall choose one of their number to be chair. If all the Directors present decline to take the chair, or if the Directors shall fail to so choose or if no Director is present, the shareholders entitled to vote at the meeting that are present shall choose one of their number to be chair of the meeting.

10.10 The chair may and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice, but not “advance

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notice”, of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.

10.11 No motion proposed at a general meeting need be seconded and the chair may propose or second a motion.

10.12 Subject to the provisions of the Business Corporations Act, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is directed by the chair or demanded by at least one shareholder entitled to vote who is present in Person or by proxy. The chair shall declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll and such decision shall be entered in the book of proceedings of the Company. A declaration by the chair that a resolution has been carried, or carried unanimously, or by a particular majority, or lost or not carried by a particular majority and an entry to that effect in the book of the proceedings of the Company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

10.13 In the case of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a second or casting vote.

10.14 No poll may be demanded on the election of a chair. A poll demanded on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken as soon as, in the opinion of the chair, is reasonably convenient, but in no event later than seven days after the meeting and at such time and place and in such manner as the chair of the meeting directs. The result of the poll shall be deemed to be the resolution of and passed at the meeting at which the poll was demanded. Any business other than that upon which the poll has been demanded may be proceeded with pending the taking of the poll. A demand for a poll may be withdrawn.

10.15 Every ballot cast upon a poll and every proxy appointing a proxyholder who casts a ballot upon a poll shall be retained at the records office of the Company for a period of at least three months and be subject to such inspection as the Business Corporations Act may provide and in the absence thereof as the Directors may determine.

10.16 On a poll a Person entitled to cast more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

10.17 Unless the Business Corporations Act or these Articles otherwise provide, any action to be taken by a resolution of the shareholders may be taken by an ordinary resolution.

10.18 In the case of any dispute as to the admission or rejection of a vote, the chair shall determine the same and his determination made in good faith shall be final and conclusive.

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PART 11
VOTES OF SHAREHOLDERS

11.1 Subject to any special voting rights or restrictions attached to any class of shares and the restrictions on joint Registered Holders of shares, on a show of hands every shareholder present in Person, by proxy or by authorized representative shall have one vote and on a poll every shareholder present in Person, by proxy or by authorized representative shall have one vote for each share he holds or represents.

11.2 Any Person who is not registered as a shareholder, but is entitled to vote at any general meeting in respect of a share, may vote the share in the same manner as if he were a shareholder; but, unless the Directors have previously admitted his right to vote at that meeting in respect of the share, he shall satisfy the Directors of his right to vote the share before the time for holding the meeting, or adjourned meeting, as the case may be, at which he proposes to vote.

11.3 If a corporation is not a subsidiary of the Company, that corporation may appoint a person to act as its representative at any meeting of the shareholders of the Company, and;

a) for that purpose, the instrument appointing a representative must:

i)	be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or
ii)	be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;

b) if a representative is appointed under this Article 11.3:

i)	the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and
ii)	the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company in writing by any method permitted by law, included over the internet, by the input of data using telephonic facilities or by reproduction using facsimile or electronic facilities.

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11.4 In the case of joint Registered Holders of a share, the vote of the senior joint shareholder who exercises a vote, whether in Person or by proxyholder, shall be accepted to the exclusion of the votes of the other joint Registered Holders; and, for this purpose, seniority shall be determined by the order in which the names stand in the central securities register or in such other manner as the Directors may in good faith stipulate from time to time. Several legal personal representatives of a deceased shareholder whose shares are registered in his sole name shall for the purpose of this Article be deemed joint Registered Holders.

11.5 Articles 11.6 to 11.12 do not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

11.6 A shareholder of unsound mind who would otherwise be entitled to attend and vote, in respect of whom an order has been made by any court having jurisdiction, may vote, whether on a show of hands or on a poll, by his committee, curator bonis, or other Person in the nature of a committee or curator bonis appointed by that court, and any such committee, curator bonis, or other Person may appoint a proxyholder.

11.7 A shareholder holding more than one share in respect of which he is entitled to vote shall be entitled to appoint a proxyholder to attend, act and vote him. If such shareholder should appoint more than one proxyholder for the same occasion he shall specify the number of shares each proxyholder shall be entitled to vote. A shareholder may also appoint one or more alternate proxyholders to act in the place and stead of an absent proxyholder.

11.8 A form of proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing, or, if the appointor is a corporation, either under the Seal of the corporation or under the hand of a duly authorized officer or attorney. Any Person may act as proxyholder whether or not he is a shareholder. The proxy may authorize the proxyholder to act as such for the appointor for such period, at such meeting or meetings as may be indicated in the proxy and to the extent permitted by the Business Corporations Act.

11.9 A form of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy thereof, shall be deposited at the registered office of the Company, or at such other place as is specified for that purpose in the notice calling the meeting, not less than 48 hours, or such lesser time period as is set out in the notice calling the meeting or in the Information Circular relating thereto, if any (excluding Saturdays, Sundays and holidays), before the time for holding the meeting in respect of which the Person named in the instrument is appointed. In addition to any other method of depositing proxies provided for in these Articles, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at any place or places and fixing the time or times for depositing the proxies, not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders, and providing for particulars of such proxies to be sent to the Company or any agent of the Company in writing by any method permitted by law, including over the internet,

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by the input of data using telephonic facilities or by reproduction using facsimile or electronic facilities so as to arrive before the commencement of the meeting or adjourned meeting at the office of the Company or of any agent of the Company appointed for the purpose of receiving such particulars and providing that proxies so deposited may be acted upon as though the proxies themselves were deposited as required by this Part and votes given in accordance with such regulations shall be valid and be counted.

11.10 Unless the Business Corporations Act or any other statute or law which is applicable to the Company or to any class of its shares requires any other form of proxy, a proxy, whether for a specified meeting or otherwise, shall be in the form following, but may also be in any other form that the Directors or the chairman of the meeting shall approve:

(Name of Company)

The undersigned, being a shareholder of the above named Company, hereby appoints                                          or failing him                                                              as proxyholder for the undersigned to attend, act and vote for and on behalf of the undersigned at the general meeting of the Company to be held on the                of                and at any adjournment thereof.

Signed this                      day of                                         ,                      .

(Signature of shareholder)

11.11 A vote given in accordance with the terms of a proxy is valid notwithstanding the previous death or incapacity of the shareholder giving the proxy, the revocation of the proxy or of the authority under which the form of proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no notification in writing of such death, incapacity, revocation or transfer shall have been received at the registered office of the Company or by the chairman of the meeting or adjourned meeting for which the proxy was given before the vote is taken.

11.12 Every proxy may be revoked by an instrument in writing:

a)	executed by the shareholder giving the same, by his attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation; and
b)	delivered either at the registered office of the Company at any time up to and including the last business day preceding the day of the meeting, or any adjournment thereof at which the proxy is to be used, or to the chairman of the meeting on the day of the meeting or any adjournment thereof;

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or in any other manner provided by law

PART 12
DIRECTORS

12.1 Unless a company is in existence prior to March 29, 2004, the first Directors are the directors as set out in the Notice of Articles upon the recognition of the Company, subject to the requirements of the Business Corporations Act. The Directors to succeed the first Directors shall be elected or appointed by the shareholders entitled to vote on the election of Directors. The number of Directors, excluding additional Directors, may be fixed or changed from time to time by ordinary resolution, whether previous notice thereof has been given or not, but, notwithstanding anything contained in these Articles, the number of Directors shall never be less than one or, if the Company is or becomes a public company, less than that number specified in the Business Corporations Act.

12.2 The remuneration of the Directors, as such, may from time to time be determined by the Directors or, if the Directors shall so decide, by the shareholders. Such remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company, as such, who is also a Director. The Directors shall be repaid such reasonable travelling, hotel and other expenses as they incur in and about the business of the Company; and, if any Director shall perform any professional or other services for the Company that in the opinion of the Directors are outside the ordinary duties of a Director or shall otherwise be occupied in or about the Company’s business, he may be paid a remuneration to be fixed by the Board or, at the option of such Director, by the shareholders, and such remuneration may be either in addition to, or in substitution for any other remuneration that he may be entitled to receive. The Directors on behalf of the Company, unless otherwise determined by ordinary resolution, may pay a gratuity or pension or allowance on retirement to any Director who has held any salaried office or place of profit with the Company or to his spouse or dependents and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

12.3 A Director shall not be required to hold a share in the capital of the Company as qualification for his office but shall be qualified as required by the Business Corporations Act to become or act as a Director. Any Person not being a shareholder of the Company who becomes a Director shall be deemed to have agreed to be bound by the provisions of these Articles to the same extent as if he were a shareholder of the Company.

PART 13
ELECTION AND REMOVAL OF DIRECTORS

13.1 At each annual general meeting of the Company all the Directors shall retire and the shareholders entitled to vote thereat shall elect a Board of Directors consisting of the number of Directors for the time being fixed pursuant to these Articles. A retiring Director shall be eligible for re-election. If the Company is, or becomes, a company that is not a public company and the business to be transacted at any annual general meeting is consented to in

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writing by all the shareholders who are entitled to attend and vote thereat, such annual general meeting shall be deemed for the purpose of this Part to have been held on such written consent becoming effective.

13.2 Where the Company fails to hold an annual general meeting in accordance with the Business Corporations Act, the Directors then in office shall be deemed to have been elected or appointed as Directors on the last day on which the annual general meeting could have been held pursuant to these Articles and they may hold office until other Directors are appointed or elected or until the day on which the next annual general meeting is held.

13.3. If any general meeting at which there should be an election of Directors and the places of any of the retiring Directors are not filled by such election, such of the retiring Directors who are not re-elected as may be requested by the newly-elected Directors shall, if willing to do so, continue in office to complete the number of Directors for the time being fixed pursuant to these Articles until further new Directors are elected at a general meeting convened for the purpose. If any such election or continuance of Directors does not result in the election or continuance of the number of Directors for the time being fixed pursuant to these Articles, such number shall be fixed at the number of Directors actually elected or continuing in office.

13.4 The Directors shall have power at any time and from time to time to appoint a Person as a director to fill a Casual Vacancy in the Board. Any directors so appointed shall hold office only until the commencement of the next following annual general meeting of the Company, but shall be eligible for re-election at such meeting.

13.5 Subject to the Business Corporations Act, the Directors shall have power at any time and from time to time to appoint one or more Persons as additional directors, provided that the number of additional directors does not at any time exceed:

a)	one-third of the number of first Directors, if at the time of appointment of additional Directors, one or more of the first Directors have not yet completed their first term of office, or
b)	in any other case, one-third of the number of the current Directors who were elected or appointed as Directors other than as additional Directors.

Any Directors so appointed shall hold office only until the commencement of the next following annual general meeting of the Company, but shall be eligible for re-election at such meeting.

13.6 The office of Director shall be vacated if the Director:

a)	resigns his office by notice in writing delivered to the Company or a lawyer for the Company; or
b)	is convicted of an indictable offence and the other Directors resolve to remove him; or

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c) ceases to be qualified to act as a Director pursuant to the Business Corporations Act.

13.7 The Company may by Special Resolution remove any Director before the expiration of his term of office and may by an ordinary resolution appoint another Person in his stead. Any Director so appointed shall hold office only until the next following annual general meeting of the Company, but shall be eligible for re-election at such-meeting.

13.8 The Company may, at any time, by ordinary resolution appoint one or more Persons as Directors to fill vacancies in the Board, including those created as a result of the number of Directors being increased pursuant to Article 12.1.

13.9 If the number of Directors falls below the number required for a quorum, the remaining Directors may appoint as Directors the number of individuals that, when added to the number of remaining Directors, will constitute a quorum. These individuals will only hold office until the vacancies are filled under these Articles or the Business Corporations Act. The Directors shall not take any other action until a quorum is obtained.

PART 14
ALTERNATE DIRECTORS

14.1 Any Director (an “Appointor”) may, from time to time, by notice in writing to the Company appoint any person (an “Appointee”) who is qualified to act as a Director to be his alternate director unless (in the case of an Appointee who is not a Director of the Company) the Directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his Appointor within a reasonable time after the notice of appointment is received by the Company.

14.2 Any Director may make or revoke an appointment of his alternate director in writing by any method permitted by law, including over the internet, by the input of data using telephonic facilities or by reproduction using facsimile or electronic facilities, to be delivered or addressed, postage or other charges prepaid, to the registered office of the Company.

14.3 The Appointee, while he holds office as an alternate director, shall be entitled to receive notice of meetings of the Directors and of committees of the Directors of which his Appointor is a member, and, in the absence of the Director for whom he is an alternate, to attend and vote thereat as a Director or sign any resolution of Directors to be consented to in writing.

14.4 A person may be appointed as an alternate director by more than one Director, and an alternate director.

a) will be counted in determining the quorum for a meeting of Directors once for each of his Appointors and, in the case of an Appointee who is also a Director, once more in that capacity;

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b)	has a separate vote at a meeting of Directors for each of his Appointors and, in, the case of an Appointee who is also a Director, an additional vote in that capacity;
c)	will be counted in determining the quorum for a meeting of a committee of Directors once for each of his Appointors who is a member of that committee and, in the case of an Appointee who is also a member of that committee as a Director, once more in that capacity;
d)	has a separate vote at a meeting of a committee of Directors for each of his Appointors who is a member of that committee and, in the case of an Appointee who is also a member of that committee as a Director, an additional vote in that capacity.

14.5 Every alternate director is deemed not to be an agent of his Appointor.

14.6 The appointment of an alternate director ceases when:

a)	his Appointor ceases to be a Director and is not promptly re-elected or re- appointed;
b)	the alternate director dies;
c)	the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;
d)	the alternate director ceases to be qualified to act as a Director; or
e)	his Appointor revokes the appointment of the alternate director.

14.7 An alternate director shall not be entitled to be remunerated otherwise than from the remuneration of the Director appointing him.

PART 15
POWERS AND DUTIES OF DIRECTORS

15.1 The Directors shall manage, or supervise the management of, the business and affairs of the Company and shall have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or these Articles, required to be exercised by the Company in general meeting.

15.2 The Directors may from time to time, by power of attorney or other instrument under the Seal of the Company (if any), designate any Person to be the attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles and excepting the powers of the Directors relating to the constitution of the Board and of any of its committees, the

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power of appointment or removal of officers and the power to declare dividends), for such period, with such remuneration and subject to such conditions as the Directors may think fit. Any such designation may be made in favour of any of the Directors or any of the shareholders or in favour of any corporation, or of any of the shareholders, directors, nominees or managers of any corporation, firm or joint venture and any such power of attorney may contain such provisions for the protection or convenience of Persons dealing with such attorney as the Directors think fit. Any such attorney may be authorized by the Directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him.

15.3 Without limiting any general power set out in these Articles, the Directors may cause the business and operations of the Company or any part thereof to be divided or segregated into one or more divisions upon such basis, including without limitation, character or type of operation, geographical territory, product or service, as the Directors may consider appropriate. The Directors may also cause the business and operations of any such division to be further divided into sub-units to be consolidated upon such basis as the Directors may consider appropriate in each case.

15.4 Any division or its sub-unit may be designated by such name as the Directors may from time to time determine and, subject to the Business Corporations Act, may transact business of any kind and do all acts and things under such name.

15.5 From time to time the Directors may establish a divisional board fox any division to consist of such Persons and to have such powers, authorities and discretions as the Directors may from time to time designate. Directors of the divisional boards shall not, as such, be directors of the Company.

15.6 From time to time the Directors, or if authorized by the Directors, the chief executive officer, may appoint one or more officers for any division, prescribe their official titles, powers and duties and settle their terms of employment and remuneration. The Directors, or if authorized by the Directors, the chief executive officer, may remove any officer so appointed, without prejudice to such officer’s rights under any employment contract. Officers of divisions or their sub-units shall not, as such, be officers of the Company.

PART 16
DISCLOSURE OF INTEREST OF DIRECTORS AND SENIOR
OFFICERS

16.1 A Director or a senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of his interest in accordance with the provisions of the Business Corporations Act.

16.2 A Director who has a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction is not entitled to vote in respect of any such

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contract or transaction with the Company in which he is interested unless all of the Directors have a disclosable interest (as that term is used in the Business Corporations Act) in such contract or transaction and then any or all of those Directors may vote on a Directors’ resolution to approve the contract or transaction. A Director who has a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction and who is present at the meeting of Directors at which the contract or transaction is considered for approval shall be counted in the quorum present at the meeting.

16.3 A Director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the Director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

16.4 A Director may hold any office or place of profit with the Company (other than the office of auditor of the Company) in conjunction with his office of Director for such period and on such terms (as to remuneration or otherwise) as the Directors may determine and no Director or intended Director shall be disqualified by his office from contracting with the Company either with regard to his tenure or any such other office or place of profit or as vendor, purchaser or otherwise.

16.5 Subject to compliance with the provisions of the Business Corporations Act, a Director or an officer by himself or by his firm may act in a professional capacity for the Company (except as auditor of the Company) and he or his firm shall be entitled to remuneration for professional services rendered to or for the Company as if he were not a Director or an officer.

16.6 A Director or an officer may be or become a director or other officer or employee of, or otherwise interested in, any corporation or firm and, subject to compliance with the provisions of the Business Corporations Act, such Director shall not be accountable to the Company for any remuneration or other benefits received by him as director, officer or employee of, or from his interest in, such other corporation or firm.

PART 17
PROCEEDINGS OF DIRECTORS

17.1 The Directors may elect a Director to be the Chairman of the Board and another Director to be the Vice-Chairman and in doing so may determine the period for which each is to hold office. The Chairman or in his absence the Vice-Chairman or in his absence the President, if a Director, shall preside as chairman at every meeting of the Directors; but, if at any meeting neither the Chairman, nor Vice-Chairman nor President, if a Director, is present or willing to act as chairman within ten minutes of the time appointed for holding the meeting, the Directors present shall choose one of their number to be chairman of the meeting.

17.2 The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. A meeting of the Board may be held at any

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place within or outside Canada. Meetings of the Board held at regular intervals may be held at such place, at such time and upon such notice (if any) as the Board by resolution from time to time determines.

17.3 Any vote may be held entirely by means of a telephonic or other communications medium, if the Company makes available such facility. Each Director present at a meeting of the Board shall have one vote on each motion arising. Motions arising at meeting of the Board shall be decided by a majority vote. The chairman of the meeting shall not have a second or casting vote.

17.4 A Director may participate in a meeting of the Board or of any committee of the Directors by means of telephonic or other communications medium that permits all participants to communicate with each other, and a Director participating in such manner is deemed to be present at the meeting and shall be counted in the quorum therefore and be entitled to participate and vote thereat.

17.5 Any Director or the president may call a meeting of the Board by giving reasonable notice of such meeting specifying the time and place of the meeting to each of the Directors other than the Director giving that notice. Notices may be given by mail, postage prepaid, addressed to each of the Directors and alternate directors at their addresses as they appear on the books of the Company, or by leaving it at either of their usual business or residential addresses, or sent by electronic document. It shall not be necessary to give notice of a meeting of Directors to any Director or alternate Director if such meeting is to be held immediately following a general meeting at which such Director has been elected or of a meeting of Directors at which such Director is appointed. Any Director who may be absent temporarily from the Province may file a waiver of notice of meetings of the Directors, which may be by letter or by electronic document, at the registered office of the Company and may at any time withdraw the waiver and, until the waiver is withdrawn, no notice of meetings of Directors need be sent to that Director and any meeting of Directors, notice of which has not been given to that Director, shall, provided a quorum of the Directors is present, be valid and effective. Accidental omission to give notice of a meeting of Directors to, or the non-receipt of notice by, any Director shall not invalidate the proceedings at the meeting or any actions taken thereat.

17.6 Any Director may file with the Company a document executed by him waiving notice of any past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw such waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until such waiver is withdrawn, no notice need be given to such Director and, unless the Director otherwise requires in writing to the Company, to his alternate director of any meeting of Directors and all meetings of the Directors so held shall be deemed to have been properly called and constituted notwithstanding the absence of notice to such Director or alternate director. Attendance of a Director at a meeting of the Directors shall constitute a waiver of notice of the meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.

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17.7 The Directors may from time to time fix the quorum necessary for the transaction of business and unless so fixed such quorum shall be a majority of the Board. If the Company has one Director the necessary quorum shall be one.

17.8 The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of filling the vacancies up to that number, or for the purpose of summoning a general meeting of the Company, but for no other purpose.

17.9 Subject to the provisions of the Business Corporations Act, all acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of any such Directors, or of the members of such committee or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly elected or appointed and was qualified to be a Director.

17.10 A resolution consented to in writing, whether by document or any method permitted by law, including over the internet, by the input of data using telephonic facilities or by reproduction using facsimile or electronic facilities, by all of the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and held. Such resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with the minutes of the proceedings of the Directors and shall be effective on the date stated thereon or on the latest date stated on any counterpart.

PART 18
EXECUTIVE AND OTHER COMMITTEES

18.1 The Directors may appoint an Executive Committee to consist of such member or members of the Board as they think fit. The Executive Committee shall have, and may exercise during the intervals between the meetings of the Board, all the powers vested in the Board except:

a)	the power to add to or fill vacancies in the Board;
b)	the power to change the membership of, or fill vacancies in, the Executive Committee or any other committee of the Board;
c)	any powers which under the Business Corporations Act no committee of Directors has authority to exercise; and
d)	such other powers, if any, as may be specified in the resolution appointing the Executive Committee.

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18.2 The Directors may by resolution appoint one or more committees consisting of such member or members of the Board as they think fit and may delegate to any such committee various powers of the Board, except:

a)	the power to add to or fill vacancies in the Board;
b)	the power to change the membership of or fill vacancies in any other committee of the Board;
c)	any powers which under the Business Corporations Act no committee of Directors has authority to exercise; and
d)	the power to appoint or remove officers appointed by the Board.

The powers so delegated are to be exercised between meetings of the Board subject to such conditions as may be prescribed in such resolution.

18.3 Each committee appointed by the Directors shall keep regular minutes of its transactions and shall cause them to be recorded in books kept for that purpose and shall report the same to the Board at such times as the Board may from time to time require. The Board shall have power at any time to revoke or override any authority given to any such committee, except as to acts done before such revocation or overriding, to terminate the appointment or change the membership of any committee and to fill vacancies in it. Each committee may make rules for the conduct of its business and may appoint such assistants as it may deem necessary. A majority of the members of a committee shall constitute a quorum thereof.

18.4 Each committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members of the committee present and, in case of an equality of votes, the chairman shall not have a second or casting vote. A resolution approved in writing by all members of a committee shall be as valid and effective as if it had been passed at a meeting of that committee duly called and constituted. Such resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with the minutes of the proceedings of the committee and shall be effective on the date stated thereon or on the latest date stated in any counterpart.

PART 19
OFFICERS

19.1 The Directors may, from time to time, appoint such officers as the Directors may determine and the Directors may, at any time, terminate any such appointment. No officer shall be appointed unless he is qualified in accordance with the provisions of the Business Corporations Act.

19.2 One individual may hold more than one office. An officer is not required to be a Director in order to hold office. The remuneration of the officers of the Company, as such,

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and the terms and conditions of their tenure of office or employment, shall from time to time be determined by the Directors; such remuneration may be by way of salary, fee, wage, commission or participation in profits, or any combination thereof or any other means and an officer may in addition to such remuneration be entitled to receive a pension or gratuity after he ceases to hold such office or leaves the employment of the Company. The Directors may decide what functions and duties each officer shall perform and may entrust to and confer upon him any of the powers exercisable by them upon such terms and conditions and with such restrictions as they think fit and may from time to time revoke, withdraw, alter or vary all or any of such functions, duties and powers.

19.3 A senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of his interest in accordance with the provisions of the Business Corporations Act.

PART 20
INDEMNITY AND PROTECTION OF DIRECTORS AND OFFICERS

20.1 Subject to the provisions of the Business Corporations Act, the Directors shall cause the Company to and the Company shall indemnify each individual who:

a)	is or was a Director or officer;
b)	is or was a Director or officer of another corporation

i)	at a time when the corporation is or was an Affiliate, or
ii)	at the request of the Company;

c) at the request of the Company, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity,

and the heirs and personal or other legal representatives of that individual against all judgments, penalties or fines awarded or imposed in, or an amount paid in settlement of, a proceeding in which that individual is or may be joined as a party or is or may be liable for and, after the final disposition of such proceeding, pay the expenses actually and reasonably incurred in respect of such proceeding to which he is or they are or threatened to be made a party by reason of his being or having been a Director or an officer of the Company or by reason of his serving or having served, at the request of the Company, as a Director, officer of the Company or any other corporation or equivalent position of a partnership, trust, joint venture or other unincorporated entity, including any action whether brought by the Company or any such entity as above described; provided that he shall have acted honestly and in good faith with a view to the best interests of the Company or the associated corporation, as the case may be, and in the case of a proceeding other than a civil proceeding, did not have reasonable

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grounds for believing that his conduct in respect of which the proceeding was brought was not lawful. Each Director and officer of the Company on being elected or appointed shall be deemed to have contracted with the Company on the terms of the foregoing indemnity.

20.2 The determination of any action, suit or proceeding by judgment, order, settlement, conviction or otherwise shall not, of itself, create a presumption that the person did not act honestly and in good faith with a view to the best interests of the Company and, with respect to any proceeding other than a civil proceeding, did not have reasonable grounds to believe that his conduct was lawful.

20.3 The failure of a Director or officer of the Company to comply with the provisions of the Business Corporations Act or these Articles shall not invalidate any indemnity to which he is entitled under this Part.

20.4 Subject to the provisions of the Business Corporations Act, no Director or officer for the time being of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer, or for joining in any receipt or act for conformity, or for any loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Board for the Company, or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Company shall be invested or for any loss or damages arising from the bankruptcy, insolvency, or tortious act of any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss occasioned by any error of judgment or oversight on his part or for any other loss, damage or misfortune whatsoever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his own willful act or default, negligence, breach of trust or breach of duty.

20.5 The Directors may cause the Company to purchase and maintain insurance for the benefit of any person for whom and against any liability for which the Directors shall or may cause the Company to provide indemnity pursuant to these Articles.

20.6 The indemnification provided by this Part shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any other Part or any valid and lawful agreement, vote of shareholders or Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director or officer and shall enure to the benefit of the heirs, executors and administrators of such person. The indemnification provided by this Part shall not be exclusive of any powers, rights, agreements or undertakings which may be legally permissible or authorized by or under any applicable law. Notwithstanding any other provisions set forth in this Part, the indemnification stipulated and authorized by this Part shall be applicable only to the extent that any such indemnification shall not duplicate indemnity or reimbursement which that person has received or shall receive otherwise than under this Part.

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PART 21
DIVIDENDS AND RESERVES

21.1 The Directors may from time to time declare and authorize payment of such dividends, if any, as they may deem advisable and need not give notice of such declaration to any shareholder. A dividend may be paid out of profits, capital or otherwise and a declaration by the Directors as to the amount of such profits, capital or other funds or assets available for dividends shall be conclusive. The Company may pay any such dividend wholly or in part by the distribution of property, issuing shares or warrants of the Company or in any one or more such ways as may be authorized lawfully by the Company or the Directors. Where any difficulty arises with regard to such a distribution the Directors may settle the same as they think expedient and, in particular, may fix the value for distribution of such specific assets or any part thereof, and may determine that cash payments in substitution for all or any part of the specific assets to which any shareholder is entitled shall be made to any shareholder on the basis of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees for the persons entitled to the dividend as may seem expedient to the Directors.

21.2 Any dividend declared on shares of any class by the Directors may be made payable on such date as is fixed by the Directors.

21.3 Subject to the rights of shareholders (if any) holding shares with special rights as to dividends, all dividends on shares of any class shall be declared and paid according to the number of such shares held.

21.4 The Directors may, before declaring any dividend, set aside out of the funds properly available for the payment of dividends such sums as they think proper as a reserve or reserves, which shall, at the discretion of the Directors, be applicable for meeting contingencies, for equalizing dividends, or for any other purpose to which such funds of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit. The Directors may also, without placing the same in reserve, carry forward such funds, which they think prudent not to declare as a dividend.

21.5 No dividend shall bear interest against the Company. Where the dividend to which a shareholder is entitled includes a fraction of a cent, such fraction shall be disregarded in making payment thereof and such payment shall be deemed to be payment in full.

21.6 Any dividend, bonus or other money payable in cash in respect of shares may be paid by cheque sent through the post directed to the Registered Address of the holder, or, in the case of joint holders, to the Registered Address of one of the joint holder or to such person and to such address as the holder or joint holders may direct in writing. Every such cheque shall be made payable to the order of the holder, or, in the case of joint holders, to any of such joint holders or to such person as the holder or joint holders may direct in writing. The mailing of such cheque shall, to the extent of the sum represented thereby (plus the amount of any tax required by law to be deducted), discharge all liability for the dividend, unless such cheque

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shall not be paid on presentation or the amount of tax so deducted shall not be paid to the appropriate taxing authority. Any one of two or more joint holders may give effectual receipts for any dividend, bonus or other money payable in respect of the shares held by them as joint holders and the Company is not bound to see the execution of any trust in respect of shares of the Company.

21.7 Notwithstanding anything contained in these Articles, the Directors may from time to time capitalize any undistributed surplus on hand of the Company and may from time to time issue as fully paid and non-assessable any unissued shares or warrants of the Company as a dividend respecting such undistributed surplus on hand or any part thereof.

21.8 Notwithstanding anything contained in these Articles, should any dividend result in any shareholder being entitled to a fractional part of a share of the Company, the Directors shall have the right to pay such shareholder in place of that fractional share, the cash equivalent thereof calculated on the par value thereof or in the case of shares without par value, calculated on the price or consideration for which such shares were or were deemed to be issued, and shall have the further right and complete discretion to carry out such distribution and to adjust the rights of such shareholder with respect thereto on as practical and equitable a basis as possible including the right to arrange through a fiscal agent or otherwise for the sale, consolidation or other disposition of those fractional shares on behalf of such shareholder of the Company.

PART 22
MINUTES, DOCUMENTS, RECORDS AND REPORTS

22.1 The Directors shall cause minutes to be duly entered in books provided for the purposes:

a)	of the names of the Directors or their alternate directors present at each meeting of Directors and of any committee of Directors;
b)	of all resolutions and proceedings of general meetings and class meetings of the shareholders of the Company and of all meetings of the Directors and of committees of Directors; and
c)	of all waivers signed or resolutions passed by consent being given thereto in writing.

22.2 The Company shall keep at its records office or at such other place as the Business Corporations Act may permit, the documents, copies, registers, minutes and records which the Company is required by the Business Corporations Act to keep at its records office or such other place, as the case may be;

22.3 The Company shall cause to be kept proper books of account and accounting records in respect of all financial and other transactions of the Company in order to properly

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record the financial affairs and condition of the Company and to comply with the Business Corporations Act.

22.4 Unless the Directors determine otherwise, or unless otherwise determined by an ordinary resolution, no shareholder of the Company shall be entitled to inspect the accounting records of the Company.

22.5 The Directors shall, from time to time, at the expense of the Company, cause to be prepared and laid before the Company in a general meeting such financial statements and reports as are required by the Business Corporations Act.

22.6 Every shareholder shall, upon their request, be entitled to be furnished once, at no expense, with a copy of the latest annual financial statement of the Company and, if so required by the Business Corporations Act, a copy of each such annual financial statement shall be mailed to each shareholder.

PART 23
NOTICES

23.1 Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

a) mail addressed to the person at the applicable address for that person as follows:

i)	for a record mailed to a shareholder, the shareholder’s address;
ii)	for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;
iii)	in any other case, the mailing address of the intended recipient;

b) delivery at the applicable address for that person as follows, addressed to the person:

i)	for a record delivered to a shareholder, the shareholder’s registered address;
ii)	for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;

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iii) in any other case, the delivery address of the intended recipient;

c)	sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;
d)	sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;
e)	physical delivery to the intended recipient;
f)	by any other method permitted by law.

23.2 Where a record is sent by mail, service or delivery of the record shall be deemed to be effected by properly addressing, prepaying and mailing the record and to have been given on the day, Saturdays, Sundays and holidays excepted, following the date of mailing. A certificate signed by a director or officer of the Company or of any other corporation acting in that behalf for the Company that the letter, envelope or wrapper containing the notice, statement, report or other record was so addressed, prepaid and mailed or otherwise sent as permitted by Article 23.1 shall be conclusive evidence thereof.

23.3 A notice, statement, report or other record may be given or delivered by the Company to the joint holders of a share by giving the notice, statement, report or other record to any one of the joint holders named in the central securities register in respect of that share.

23.4 A notice, statement, report or other record may be given or delivered by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by sending it through the mail prepaid addressed to them by name or by the title of representatives of the deceased or incapacitated person or trustee of the bankrupt, or by any like description, at the address (if any) supplied to the Company for the purpose by the persons claiming to be so entitled or (until such address has been so supplied) by giving the notice in a manner in which the same might have been given if the death, bankruptcy or incapacity had not occurred.

23.5 Notice of every general meeting or meeting of shareholders holding a class of shares shall be given in a manner hereinbefore authorized to every shareholder holding at the time of the issue of the notice or the date fixed for determining the shareholders entitled to such notice, whichever is the earlier, shares which confer the right to notice of and to attend and vote at any such meeting. No other person except the auditor of the Company and the Directors of the Company shall be entitled to receive notices of any such meeting.

23.6 Any notice, statement, report or other record sent by mail to or left at the address of any shareholder as recorded in the central securities register shall, notwithstanding that shareholder is then deceased, bankrupt or incapacitated and whether or not the Company has notice of his death, bankruptcy or incapacity, be deemed to have been duly served in respect of any registered shares, whether held solely or jointly with other persons by that deceased, bankrupt or incapacitated shareholder, until some other person is registered in his place as a shareholder or joint shareholder in respect of those shares and that service shall for

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all purposes of these Articles be deemed a sufficient service of such notice, statement, report or other record on his personal representatives, trustee in bankruptcy and all persons, if any, jointly interested with him in those shares.

23.7 If a number of days’ notice or a notice extending over any other period is required to be given, the day of service shall not, unless it is otherwise provided in these Articles, be counted in the number of days or other period required.

PART 24
RECORD DATES

24.1 The Directors may set a date as the record date, which shall not be more than the maximum number of days permitted by the Business Corporations Act, preceding the date of any meeting of shareholders, or any class thereof or of the payment of any dividend or of the participation in a liquidation distribution requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or entitled to participate in a liquidation distribution, and, in such case, notwithstanding anything elsewhere contained in these Articles, only shareholders of record on the date so fixed shall be deemed to be shareholders for the purpose aforesaid. The record date must not proceed the date on which the meeting is held by fewer than:

a)	if and for so long as the Company is a public company, 21 days;
b)	otherwise; 10 days,

24.2 Where no record date is so fixed for the determination of shareholders as provided in the preceding Article, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, shall be the record date for such determination.

PART 25
SEAL AND EXECUTION OF DOCUMENTS

25.1 The Directors may provide a Seal for the Company and, if they do so, shall provide for the safe custody of the Seal which shall not be affixed to any instrument except when attested by the signature of the following persons, or, in the absence of a Seal, provide for the execution of documents by the signature of the following persons, namely:

a)	any two Directors;
b)	one of the Chairman of the Board, the President, the Managing Director, a Director and a Vice-President together with one of the Secretary, the Treasurer, the Secretary-Treasurer, an Assistant Secretary, an Assistant Treasurer and an Assistant Secretary-Treasurer;

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c)	if the Company shall have only one shareholder, any one Director or the President or the Secretary; or
d)	such person or persons as the Directors may from time to time by resolution appoint.

Any one of the foregoing persons may certify a true copy of any document or resolution and affix the seal thereto if required.

25.2 To enable the Seal of the Company to be affixed to any bonds, debentures, share certificates, or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the Directors or officers of the Company are, in accordance, with the Business Corporations Act and/or these Articles, printed or otherwise mechanically reproduced there may be delivered to the firm or company employed to engrave, lithograph or print, such definitive or interim bonds, debentures, share, certificates or other securities one or more unmounted dies reproducing the Company’s Seal and the Chairman of the Board, the President the Managing Director or a Vice-President and the Secretary, Treasurer, Secretary-Treasurer, an Assistant Secretary, and Assistant Treasurer or an Assistant Secretary-Treasurer may by a document authorize such firm or company to cause the Company’s Seal to be affixed to such definitive or interim bonds, debentures, share certificates or other securities by the use of such dies. Bonds, debentures, share certificates or other securities to which the Company’s Seal has been so affixed shall for all purposes be deemed to be under and to bear the Company’s Seal lawfully affixed thereto.

25.3 The Company may have a Seal for use in any other province, state, territory or country.

PART 26
PROHIBITIONS

26.1 In this Article 26:

a) “designated security” means:

i)	a voting security of the Company;
ii)	a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or
iii)	a security of the Company convertible, directly or indirectly, into a security described in paragraph (i) or (ii);

b)	“security” has the meaning assigned in the Securities Act (British Columbia);
c)	“voting security” means a security of the Company that:

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i)	is not a debt security, and
ii)	carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

26.2 Article 26.3 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

26.3 No share or designated security may be sold, transferred or otherwise disposed of without previous consent of the Directors expressed by a resolution of the Board and the Directors shall not be required to give any reason for refusing to give their consent to any such proposed sale, transfer or other disposition.

EX-3.6(A)

Exhibit 3.6(a)

Certified Copy

CORPORATE ACCESS NUMBER: 2013483280

Alberta

BUSINESS CORPORATIONS ACT

CERTIFICATE

OF

INCORPORATION

ADVANCE CANADA INC.
WAS INCORPORATED IN ALBERTA ON 2007/09/10.

Certified Copy

Articles of Incorporation
For
ADVANCE CANADA INC.

Share Structure:	SEE ELECTRONIC SCHEDULE “A” ATTACHED
Share Transfers Restrictions:	SEE ELECTRONIC SCHEDULE “B” ATTACHED
Number of Directors:
Min Number of Directors:	1
Max Number of Directors:	7
Business Restricted To:	NONE
Business Restricted From:	NONE
Other Provisions:	SEE ELECTRONIC SCHEDULE “C” ATTACHED

Registration Authorized By:     NORMAN J.K. BISHOP
SOLICITOR

SCHEDULE “A”

ARTICLES OF INCORPORATION
OF
ADVANCE CANADA INC.

CLASSES AND NUMBER OF SHARES AUTHORIZED

1. The Corporation is authorized to issue:

(a) an unlimited number of Class “A” shares;

(b) an unlimited number of Class “B” shares;

(c) an unlimited number of Class “C” preferred shares.

2. There shall be attached to the authorized shares of the Corporation the following rights, privileges, restrictions and conditions:

(a) Voting

The holders of Class “A” shares shall be entitled to 1 vote for each such share held and shall be entitled to receive notice of, to attend and to vote either in person or by proxy at any meeting of the shareholders of the Corporation; the holders of Class “B” shares, and Class “C” preferred shares shall not be entitled to vote nor to receive notice of or attend any meeting of shareholders of the Corporation.

(b) Dividends

(i) The holders of Class “C” preferred shares in preference and priority to the holders of Class “A” shares and Class “B” shares shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the Board of Directors of the Corporation out of monies of the Corporation properly applicable to the payment of dividends, a non-cumulative preferential dividend at a rate per annum between 0% and 12%, to be determined by the Board of Directors of the Corporation on an annual basis, on the Redemption Amount (as hereinafter defined) of each Class “C” preferred share held. If, after the expiration of any fiscal year of the Corporation, the Board of Directors of the Corporation shall not have declared the said dividend on the Class “C” preferred shares for such fiscal year, then the rights of the holders of Class “C” preferred shares to such dividends for such year shall be forever extinguished.

(ii) The holders of Class “C” preferred shares shall not be entitled to any dividends other than or in excess of the non-cumulative preferential dividend hereinbefore provided for except as set forth in paragraph (d)(iii) hereof.

(iii) Dividends may be declared and paid or set aside

for payment pursuant to the provisions of the Business Corporations Act of Alberta, on Class “A” shares, Class “B” shares or both Class “A” shares and Class “B” shares in any fiscal year of the Corporation except if such payment or setting aside for payment would impair either:

•       the Corporation’s ability to redeem all of the then outstanding Class “C” preferred shares if the Corporation became obligated to do so,

or

•       the Corporation’s ability to pay dividends on the Class “C” preferred shares in respect of the Corporation’s current fiscal year.

(c) Redemption at Option of Corporation

(i) The Corporation may by resolution of the Board of Directors and upon the giving of notice as hereinafter provided, redeem at any time the whole or from time to time any of the then outstanding Class “C” preferred shares upon payment for each such Class “C” preferred share redeemed of a sum to be determined by the Board of Directors prior to the issuance of the Class “C” preferred shares (“Redemption Amount”), together with any non-cumulative preferential dividend declared thereon but unpaid.

(ii) Not less than 10 days’ notice in writing of the redemption shall be given by mailing to each registered holder of the Class “C” preferred shares to be redeemed a notice specifying the place of redemption which may be a Chartered Bank.

(iii) Any such redemption of less than all of the then outstanding Class “C” preferred shares shall be made pro rata from the aggregate number of shares held by each such shareholder, unless otherwise approved by the holders of the outstanding Class “C” preferred shares.

(iv) If notice of any such redemption is given by the Corporation as aforesaid and an amount sufficient to redeem the Class “C” preferred shares which are to be redeemed is deposited to a special account at any Chartered Bank specified in such notice, the Class “C” preferred shares in respect whereof such deposit is made, shall be redeemed and the holders of such Class “C” preferred shares shall thereafter have no rights against the Corporation in respect thereof except upon surrender of the certificates for such Class “C” preferred shares to receive payment therefor, without interest, out of the monies so deposited.

(d) Redemption at Option of the Holder

(i) Any holder of the Class “C” preferred shares shall be entitled to require the Corporation to redeem at any time or times all or any part of the Class “C” preferred shares registered in the name of such holder on the books of the corporation by tendering to the Corporation at its head office, the share certificate or certificates representing the Class “C” preferred shares which the registered holder desires to have the Corporation redeem properly endorsed in blank for transfer or accompanied by an appropriate form of transfer properly executed in blank, and in either case, together with a request in writing (a “Redemption Request”) specifying:

• that the registered holder desires to have all or a specified number of the Class “C” preferred shares represented by such certificate or certificates redeemed by the Corporation;

• the business day (the “Redemption Date”) on which’ the holder desires to have the Corporation redeem such Class “C” preferred shares, which Redemption Date shall be not less than 30 days after the day on which the Redemption Request is given to the Corporation.

(ii) upon receipt of the share certificate or certificates representing the Class “C” preferred shares which the registered holder desires to have the Corporation redeem, together with the Redemption Request, the Corporation shall on the Redemption Date redeem such Class “C” preferred shares by paying to such registered holder the Redemption Amount of each such share together with any non-cumulative preferential dividend declared thereon but unpaid. Such payment shall constitute redemption.

(iii) If such payment is not made on the Redemption Date the rights of the holder of the Class “C” preferred shares shall remain unaffected and additionally, the holder shall be entitled to receive a cumulative preferential dividend on the Class “C” preferred shares which should have been redeemed on the Redemption Date in an amount equal to 1% per month on the Redemption Amount, such dividend to be paid on a monthly basis on the last day of each month from the Redemption Date to the date of actual redemption.

(iv) If the redemption of all Class “C” preferred shares of which the Corporation has received Redemption Requests would cause the Corporation to be in contravention of the

provisions of the Business Corporations Act, the Corporation shall at that time redeem on a pro rata basis only such number of class “C” preferred shares as can be redeemed without causing such contravention, and the Corporation shall redeem the balance of such Class “C” preferred shares at the earliest such time or times (on a pro rata basis) as redemption can be made in reasonable amounts without causing such contravention.

(e) Rights on Dissolution

In the event of the liquidation, dissolution or winding up of the Corporation or other distribution of property or assets of the Corporation among shareholders for the purpose of winding up its affairs:

(i) The holders of Class “C” preferred shares shall be entitled equally and ratably to receive, before any distribution of any part of the assets of the Corporation among the holders of Class “A” shares and Class “B” shares a sum equal to the Redemption Amount of each Class “C” preferred share held by them respectively together with an amount equivalent to any cumulative and non-cumulative preferential dividend declared thereon but unpaid; but except as aforesaid, the holders of Class “C” preferred shares shall not be entitled to share in any further distribution of the property or assets of the Corporation;

(ii) Upon payment to the holders of Class “C” preferred shares of the amount required to be paid as aforesaid Class “A” shares and Class “B” shares shall have identical rights, and each such shareholder shall share in the remaining property of the Corporation in proportion to the number of shares he holds.

(f) Restriction on Issuance of Class “C” preferred shares Class “C” preferred shares shall not be issued unless issued:

• in exchange for property, other than a promissory note or promise to pay, or

• in exchange for issued shares of the Corporation of a different class.

(g) Restriction on Repurchase of Class “A” shares and Class “B” Shares

So long as any Class “C” preferred shares remain outstanding the Corporation shall not purchase for cancellation or otherwise pay off or purchase any Class “A” shares or Class “B” shares except:

• if such repurchase would not impair the Corporation’s ability to redeem all of the then outstanding Class “C”

preferred shares if the Corporation became obligated to do so, and

• with the approval of the holders of the issued and outstanding Class “C” preferred shares.

(h) Restriction on Creation of Additional Shares

Except with the approval of the holders of all Class “C” preferred shares then outstanding, no new class of shares ranking prior to or on a parity with the Class “C” preferred shares shall be created.

3. The rights, privileges, restrictions and conditions attaching to any class of shares of the Corporation may be deleted, varied, modified, amended or amplified only with the approval of the holders of that class given as hereinafter specified, and the approval of a Special Resolution of the shareholders of the Corporation.

4. Approval of the holders of any class of shares of the Corporation may be given by an instrument or instruments in. writing duly signed by the holders of not less than 2/3 of the issued and outstanding shares of that class.

SCHEDULE “B”

ARTICLES OF INCORPORATION
OF
ADVANCE CANADA INC.

RESTRICTIONS OF SHARE TRANSFERS

1. Subject to the provisions of the Business Corporations Act (Alberta) , R.S.A. 2000, c. B-9, as amended, no share or shares in the Corporation shall be transferred without the sanction of a resolution of the Board of Directors.

2. The Board of Directors may at any time in its absolute and uncontrolled discretion and without assigning any reason refuse to sanction any transfer of shares.

SCHEDULE “C”

ARTICLES OF INCORPORATION
OF
ADVANCE CANADA INC.

OTHER PROVISIONS

1. The number of shareholders for the time being of the Corporation (exclusive of persons who are in the employment of the Corporation, and persons who, having been formerly in the employment of the Corporation, were, while in such employment and have continued to be after termination of such employment, shareholders of the Corporation) shall not exceed 50, but where 2 or more persons hold 1 or more shares of the Corporation jointly, they shall, for the purpose of this Section, be treated as a single shareholder.

2. Any invitation to the public to subscribe for securities of the Corporation is prohibited.

3. The Board of Directors of the Corporation may, without authorization of the shareholders:

(a) Borrow money on the credit of the Corporation,

(b) Issue, re-issue, sell or pledge debt obligations of the Corporation, and

(c) Give a guarantee on behalf of the Corporation to secure performance of an obligation of any person, and

(d) Mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

EX-3.6(B)

Exhibit 3.6(b)

BY-LAW NO. 1

A By-law relating generally

to the transaction of the

business and affairs of

ADVANCE CANADA INC.

BISHOP & McKENZIE LLP

BY-LAW NO. 1

TABLE OF CONTENTS

and

BUSINESS CORPORATIONS ACT REFERENCE

	Section		Section
	of By-law	Page	of Act
PART I — INTERPRETATION
Definitions	1.1	1	1
Invalidity of any Provision	1.2	2	—
Conflict of Provisions	1.3	2	—
Headings	1.4	2	—
PART II — CORPORATE MATTERS
Registered Office	2.1	3	20
Records Office	2.2	3	20, 21
Records Office Requirements	2.3	3	20, 21
Address for Service by Mail	2.4	3	20
Corporate Seal	2.5	3	25
Execution of Instruments	2.6	3	—
Authentication	2.7	3	25
Financial Period	2.8	3	—
Banking Arrangements	2.9	3	—

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	Section		Section
	of By-law	Page	of Act
PART III — DIRECTORS
Number of Directors	3.1	4	101, 112
Qualification	3.2	4	105
Residence Requirement	3.3	4	105
Election and Term	3.4	4	106
Ceasing to Hold Office	3.5	4	108
Removal of Directors	3.6	4	109
Vacancies	3.7	4	109, 111
Remuneration of Directors	3.8	5	125
Powers of the Board	3.9	5	101, 102, 103
Directors’ Conflict of Interest	3.10	5	120
Reimbursement of Expenses	3.11	5	125
PART IV — PROCEEDINGS OF THE BOARD
Calling of Meetings	4.1	6	—
Place of Meetings	4.2	6	114
Notice of Meetings	4.3	6	124, 255
Waiver of Notice	4.4	6	114, 258
Notice of Adjourned Meeting	4.5	7	114
Participation in Meeting by Telephone	4.6	7	114
Presiding at Meeting	4.7	7	—
Quorum for Directors Meetings	4.8	7	114
Resident Canadians Present	4.9	7	114
Exercise of Powers	4.10	7	114
Resolution in Writing	4.11	7	4, 117

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	Section		Section
	of By-law	Page	of Act
Votes to Govern	4.12	7	—
PART V — DELEGATION OF AUTHORITY
Managing Director	5.1	8	115
Committees of Directors	5.2	8	115
Agents and Attorneys	5.3	8	—
Procedure of Committees of Directors	5.4	8	—
Voting Rights in Other Bodies Corporate	5.5	8	—
PART VI — OFFICERS
Designation and Appointment	6.1	9	121
Qualification	6.2	9	121
Chairman of the Board	6.3	9	—
President	6.4	9	—
Vice-President	6.5	9	—
Secretary	6.6	9	—
Treasurer	6.7	9	—
Other Officers and Assistants	6.8	10	—
Variation of Powers and Duties	6.9	10	121
Term of Office	6.10	10	—
Terms of Employment and Remuneration	6.11	10	125
Officers’ Conflict of Interest	6.12	10	120
PART VII — LIABILITY AND INDEMNIFICATION
Duty of Care	7.1	11	122
Limitation of Liability	7.2	11	—

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	Section		Section
	of By-law	Page	of Act
Indemnification of Directors and Officers	7.3	11	124
Indemnification of Others	7.4	11	124
Right of Indemnity Not Exclusive	7.5	12	—
Successful Defence	7.6	12	124
Insurance	7.7	12	124
PART VIII — MEETINGS OF SHAREHOLDERS
Place of Meetings	8.1	13	131
Annual Meetings	8.2	13	132
Special Meetings	8.3	13	132
Special Business	8.4	13	134
Notice of Meetings	8.5	13	110, 134, 255
Waiver of Notice	8.6	13	135, 258
List of Shareholders	8.7	14	137
Record Date for Notice	8.8	14	133(2)
Persons Entitled to be Present	8.9	14	110, 133, 168
Quorum	8.10	14	138
Chairman of Shareholders Meeting	8.11	15	—
Secretary of Shareholders Meeting	8.12	15	—
Scrutineers	8.13	15	—
Proxies	8.14	15	147, 148, 149
Proxy Requirements	8.15	15	148
Time for Deposit of Proxies	8.16	15	148
Revocation of Proxies	8.17	16	148

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	Section		Section
	of By-law	Page	of Act
Joint Holders	8.18	16	139
Voting at a Shareholders Meeting	8.19	16	140
Voting by Show of Hands	8.20	16	—
Right to Vote by Ballot	8.21	16	140
Voting by Ballot	8.22	16	—
Participation in Meeting by Telephone	8.23	17	131
Adjournment	8.24	17	134
Resolution in Writing	8.25	17	4, 141
PART IX — DIVIDENDS
Dividends	9.1	18	43, 44
Dividend Cheques	9.2	18	—
Record Date for Dividends	9.3	18	133
Non-Receipt of Cheques	9.4	18	—
Unclaimed Dividends	9.5	18	—
PART X — REGISTRATION AND TRANSFER
Securities Register	10.1	19	49
Share Certificates	10.2	19	48
Allotment	10.3	19	27, 31
Commissions	10.4	19	42
Registration of Transfer	10.5	19	68, 75, 76
Non-Recognition of Trusts	10.6	20	50
Joint Holders	10.7	20	48
Deceased Securityholder, etc.	10.8	20	50, 76
Replacement of Security Certificate	10.9	21	79

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	Section		Section
	of By-law	Page	of Act
PART XI — NOTICES
Method of Giving Notice	11.1	22	255
Effective Notice	11.2	22	255
Notice of Directors Meetings	11.3	22	255
Notice of Shareholders Meeting	11.4	22	134
Notice of Special Resolution	11.5	22	134
Undelivered Notice	11.6	22	255
Notice to Joint Holders	11.7	23	—
Computation of Time	11.8	23	Interpretation Act
Waiver of Notice	11.9	23	258
Signature on Notice	11.10	23	—

PART I — INTERPRETATION

1.1 Definitions — In the By-laws of the Corporation, including this By-law, unless the context otherwise requires:

(a)	“Act” means the Business Corporations Act, Statutes of Alberta, 2000, Chapter B-9 as amended from time to time, and any statute that may be substituted therefor as amended from time to time;
(b)	“articles” means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution and articles of revival as the case may be of the Corporation, and includes an amendment to any of them;
(c)	“Board” means the board of directors of the Corporation;
(d)	“By-laws” means this by-law and all other by-laws of the Corporation from time to time in force;
(e)	“Corporation” means the corporation named in this By-law;
(f)	“director” means a director of the Corporation;
(g)	“ordinary resolution” means a resolution

(i)	passed by a majority of the votes cast by the Shareholders who voted in respect of that resolution, or
(ii)	signed by all the Shareholders entitled to vote on that resolution;

(h)	“Shareholder” means a shareholder of the Corporation;
(i)	“special resolution” means a resolution passed by a majority of not less than two-thirds of the votes cast by the Shareholders who voted in respect of that resolution, or signed by all the Shareholders entitled to vote on that resolution;
(j)	“unanimous shareholder agreement means”

(i)	a written agreement to which all the Shareholders are or are deemed to be parties, whether or not any other person is also a party, or
(ii)	a written declaration by a person who is the beneficial owner of all the issued shares of the Corporation

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that provides for any of the matters enumerated in Section 140 of the Act;

(k)	words and expressions defined in the Act shall have the same meanings when used in the By-laws, unless specifically defined in the By-laws;
(l)	words importing number shall include both the plural and the singular and words importing gender shall include the masculine, feminine and neuter genders.

1.2 Invalidity of any Provision — The invalidity of any provision of the By-laws shall not affect the validity of the remaining provisions of the By-laws.

1.3 Conflict of Provisions — If any of the provisions of the By-laws are in conflict with the provisions of the Act, a unanimous shareholder agreement or the articles then the provisions of the Act, the unanimous shareholder agreement or the articles shall prevail.

1.4 Headings — The headings used in the By-laws and Table of Contents are inserted for convenience of reference and shall not affect the construction or interpretation of the By-laws.

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PART II — CORPORATE MATTERS

2.1 Registered Office — The Corporation shall at all times have a registered office within Alberta at such address as the Board may from time to time determine.

2.2 Records Office — The Corporation may have a separate records office within Alberta at such address as the Board may from time to time determine but unless the Board designates a separate records office the registered office of the Corporation shall also be its records office.

2.3 Records Office Requirements — The Corporation shall prepare and maintain at its records office records required under Section 20 of the Act.

2.4 Address for Service by Mail — The Board may from time to time designate a post office box within Alberta as the address of the Corporation for service by mail but such address shall not be designated as the Corporation’s records office or registered office.

2.5 Corporate Seal — The Board may adopt and change a corporate seal which shall contain the name of the Corporation, and the Board may cause to be created as many duplicates thereof as the Board shall determine and the Board may adopt a facsimile thereof for use in any other jurisdiction outside Alberta that complies with the laws of that jurisdiction.

2.6 Execution of Instruments — The Board may from time to time authorize any director or officer or any other person or persons on behalf of the Corporation to sign and deliver either contracts, documents or instruments in writing generally, or to sign manually or by facsimile signature and deliver specific contracts, documents or instruments in writing and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or act.

2.7 Authentication — Any document requiring authentication by the Corporation may be signed by a director or the Secretary or other officer authorized by the Board and need not be under its corporate seal.

2.8 Financial Period — The financial period of the Corporation shall end on such date as is from time to time fixed by the Board.

2.9 Banking Arrangements — The banking business of the Corporation, or any part thereof, shall be transacted with such banks, trust companies or other financial institutions as the Board may designate, appoint or authorize from time to time and all such banking business, or any part thereof, shall be transacted on the Corporation’s behalf by such one or more officers and/or other persons as the Board may designate, direct or authorize from time to time and to the extent so authorized.

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PART III — DIRECTORS

3.1 Number of Directors — Subject to the provisions of the articles or of a unanimous shareholder agreement, the number of directors constituting the Board shall be determined from time to time by ordinary resolution of the Shareholders.

3.2 Qualification — No person shall be qualified to be a director if he is less than 18 years of age, if he is not an individual, if he has the status of bankrupt, or if he is disqualified under the Act; but a director need not be a Shareholder.

3.3 Residence Requirement — At least one-quarter the directors shall be resident Canadians.

3.4 Election and Term — The Shareholders shall, by ordinary resolution at the first meeting of Shareholders and at each succeeding annual meeting, elect directors to hold office for a term expiring at the close of the next annual meeting of the Share-holders following the election; provided that if an election of directors is not held at a meeting of Shareholders, the incumbent directors continue in office until their successors are elected.

3.5 Ceasing to hold Office — A director ceases to hold office:

(a)	when he dies;
(b)	when he resigns, in which event such resignation becomes effective at the time a written resignation is sent to the Corporation or at the time specified in the written resignation, whichever is later;
(c)	when he is removed from office in accordance with the provisions of the Act; or
(d)	when he becomes disqualified.

3.6 Removal of Directors — Subject to the provisions of the articles or of a unanimous shareholders agreement, the Shareholders of the Corporation may by ordinary resolution at a special meeting remove any director or directors from office.

3.7 Vacancies — Subject to the provisions of a unanimous shareholder agreement, the Shareholders may by ordinary resolution fill any vacancy on the Board and, in the case of a vacancy in the Board resulting otherwise than from an increase in the number or minimum number of directors or from a failure to elect the number or minimum number of directors required by the articles, a quorum of the Board by resolution of the Board may fill a vacancy in the Board.

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3.8 Remuneration of Directors — Subject to the articles, the By-laws or any unanimous shareholder agreement, the directors of the Corporation may fix the remuneration of the directors, officers and employees of the Corporation.

3.9 Powers of the Board —

(a)	The directors shall manage the business and affairs of the Corporation,
(b)	The Board may, without authorization of the Shareholders,

(i)	borrow money on the credit of the Corporation,
(ii)	issue, reissue, sell or pledge debt obligations of the Corporation,
(iii)	subject to the provisions of the Act, give a guarantee on behalf of the Corporation to secure performance of an obligation by any person, and
(iv)	mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation owned or subsequently acquired, to secure any obligation of the Corporation.

(c)	The Board may by resolution delegate the powers referred to in subsection (b) of this section to a director, a committee of directors or an officer of the Corporation.
(d)	Subject to the provisions of the Act, the Board may by resolution make, amend or repeal any By-law.

3.10 Directors’ Conflict of Interest — A director who is a party to, or is a director or an officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the Corporation, shall disclose his interest to the Corporation at the time and in the manner provided in the Act; and a director who is a party to or has an interest in a material contract or proposed material contract as aforesaid shall not vote on any resolution to approve the contract except as permitted by the Act and shall otherwise comply in all respects with the provisions of the Act

3.11 Reimbursement of Expenses — The directors shall be entitled, to the extent approved by the Board, to be reimbursed for travelling and other expenses properly incurred by them in attending, meetings of the Board or any committee thereof; but nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor and reimbursement of expenses in connection therewith.

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PART IV — PROCEEDINGS OF THE BOARD

4.1 Calling of Meetings — The Chairman of the Board or the President may at any time, and the Secretary shall, upon the request of a director, summon a meeting of the Board.

4.2 Place of Meetings — Meetings of the Board may be held at any place within or outside Alberta.

4.3 Notice of Meetings — Reasonable notice of the time and place of each meeting of the Board shall be given to each director before the time when the meeting is to be held and need not specify the purpose of the meeting or the business to be transacted at the meeting except to the extent that such purpose or business includes any proposal to:

(a)	submit to the Shareholders any question or matter requiring approval of the Shareholders,
(b)	fill a vacancy on the Board or in the office of auditor,
(c)	issue securities,
(d)	declare dividends,
(e)	purchase, redeem or otherwise acquire shares issued by the Corporation,
(f)	pay a commission for the sale of shares of the Corporation,
(g)	approve a management proxy circular,
(h)	approve a takeover bid circular or directors’ circular,
(i)	approve any financial statements referred to in Section 149 of the Act, or
(j)	adopt, amend or repeal by-laws.

Each newly elected Board may without notice hold its first meeting far the purpose of organization and the election and appointment of officers immediately following the meeting of Shareholders at which such Board was elected, provided a quorum is present

4.4 Waiver of Notice — A director may in any manner waive notice of a meeting of the Board, and attendance of a director at a meeting of the Board is a waiver of notice of that meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

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4.5 Notice of Adjourned Meeting — Notice of an adjourned meeting of the Board is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.

4.6 Participation In Meeting by Telephone — A director may participate in a meeting of the Board or of a committee of directors by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other and a director participating in such meeting by such means is deemed to be present at that meeting.

4.7 Presiding at Meeting — The Chairman of the Board, or failing him, the President, or failing him, a member of the Board selected by a majority of the directors present shall be chairman of any meeting of the Board.

4.8 Quorum for Directors Meetings — The Board may determine the quorum necessary for the transaction of business at its meetings but until the Board has so determined a majority of directors in office from time to time shall constitute a quorum.

4.9 Resident Canadians Present — The Board shall not transact business at a meeting unless one-quarter of the directors present at such meeting are resident Canadians, unless

(a)	a resident Canadian director who is unable to be present approves in writing or by telephone or other communication facilities the business transacted at the meeting, and
(b)	the number of resident Canadian directors present at the meeting, together with any resident Canadian director who gives his approval under subsection (a) of this section, totals at least 1/4 the directors present at the meeting.

4.10 Exercise of Powers — All the powers of the Board may be exercised by a meeting of the Board at which a quorum is present and the provisions of Section 4.9 of this By-law are complied with.

4.11 Resolution in Writing — Subject to the articles or a unanimous shareholder agreement, a resolution in writing signed, singly or on counterpart copies, by all the directors entitled to vote on the resolution at a meeting of directors or a committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors.

4.12 Votes to Govern — At all meetings of the Board every question shall be decided by a majority of the votes cast on the question and in the case of an equality of votes the chairman of the meeting shall not be entitled to a second or casting vote.

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PART V — DELEGATION OF AUTHORITY

5.1 Managing Director — The Board may appoint from among the directors a Managing Director, who must be a resident Canadian, and delegate to such Managing Director, subject to the restrictions contained in the Act, any of the powers of the Board.

5.2 Committees of Directors — The Board may appoint committees of directors and delegate to any such committee, subject to the restrictions contained in the Act, any of the powers of the Board, provided however that at least half of the members of any such committee of directors shall be resident Canadians.

5.3 Agents and Attorneys — The Board may appoint agents or attorneys for the Corporation within or outside Canada with such powers of management or otherwise (including the power to subdelegate) as the Board may determine.

5.4 Procedure of Committees of Directors — Unless otherwise determined by the Board;

(a)	A quorum at any meeting of a committee of directors shall be a majority of the members of that committee, and
(b)	The power and authority of a committee of directors may be exercised by:

(i)	a majority vote at a meeting of that committee at which a quorum is present, or
(ii)	a resolution in writing signed, of signed in separate counterparts, by all the members of that committee, and

(c)	Meetings of a committee of directors may be held at any place within or outside of Alberta, and
(d)	A committee or directors shall in all other respects be entitled to determine and regulate its own procedure.

5.5 Voting Rights in Other Bodies Corporate — The signing officers of the Corporation may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation; and such instruments, certificates, and other evidence shall be in favour of such person or persons as may be determined by the Board; and the Board may from time to time direct the manner in which any particular voting rights or class of voting rights may or shall be exercised.

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PART VI — OFFICERS

6.1 Designation and Appointment — The Board may from time to time designate offices of the Corporation and elect or appoint any one or more of a Chairman of the Board, a President, one or more Vice-Presidents (to which title may be added words indicating seniority or function), a Secretary, a Treasurer and such other officers as the Board may determine, including one or more assistants to any of the officers so appointed; and the Board may specify the duties of and, in accordance with this By-law, delegate to such officers powers to manage the business and affairs of the Corporation except powers to do anything referred to in Section 110 of the Act.

6.2 Qualification — An officer may be but need not be a director, and one person may hold more than one office.

6.3 Chairman of the Board — If a Chairman of the Board is elected or appointed, the Board may assign to him any of the powers and duties that are by any provisions of this By-law assigned to the President or to a Vice-President and he shall have such other powers and duties as the Board may specify; during the absence or disability of the Chairman of the Board his duties shall be performed and his powers exercised by the President or by such other person as the Board may determine.

6.4 President — Subject to the authority of the Board, the President shall have general supervision of the business of the Corporation, and he shall have such other powers and duties as the Board may specify; during the absence or disability of the President his duties shall be performed and his powers exercised by such person as the Board may determine.

6.5 Vice-President — A Vice-President shall have such powers and duties as the Board may specify.

6.6 Secretary — The Secretary shall enter or cause to be entered into records kept for that purpose minutes of all proceedings at all meetings of the Shareholders, the Board and committees of the Board; he shall give or cause to be given as and when instructed all notices to Shareholders, directors, officers, auditors and members of committees of the Board; he shall be the custodian of the corporate seal (if any) of the Corporation and of all books, papers, records, documents and instruments belonging to the Corporation except to the extent that some other officer or agent has been appointed for that purpose; and he shall have such other powers and duties as the Board may specify.

6.7 Treasurer — The Treasurer shall be responsible for the keeping of proper accounting records in compliance with the Act and shall be responsible for the deposit of monies, the safekeeping of securities and the disbursement of the funds of the Corporation; he shall render or cause to be rendered to the Board whenever so directed by the Board an account of all the financial transactions of the Corporation and of the

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financial position of the Corporation; and he shall have such other powers and duties as the Board may specify.

6.8 Other Officers and Assistants — The powers and duties of all other officers shall be such as the terms of their engagement call for or as the Board or the President may specify; and any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board otherwise directs.

6.9 Variation of Powers and Duties — The Board may from time to time and subject to the provisions of the Act vary, add to or limit the powers and duties of any officer or assistant.

6.10 Term of Office — Each officer appointed by the Board shall hold office until his successor is appointed, or until his earlier resignation, or until, the Board removes such officer from office.

6.11 Terms of Employment and Remuneration — The terms of employment and the remuneration of an officer appointed by the Board may, to the extent not determined by the Board, be determined by the President from time to time.

6.12 Officers’ Conflict of Interest — An officer of the Corporation who is a party to, or who is a director or officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the Corporation, shall disclose the nature and extent of his interest at the time and in the manner provided in the Act and shall otherwise comply in all respects with the provisions of the Act.

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PART VII — LIABILITY AND INDEMNIFICATION

7.1 Duty of Care — Subject to the provisions of the Act, every director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation, and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and every director and officer of the Corporation shall comply with the provisions of the Act, the regulations under the Act, the articles, the By-laws and any unanimous shareholder agreement.

7.2 Limitation of Liability — To the extent permitted by law and subject to compliance with the provisions of Section 7.1 of this By-law, no director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee of the Corporation, or for any loss damage or expense happening to the Corporation through the insufficient or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune which shall happen in the execution of the duties of his office or in relation thereto.

7.3 Indemnification of Directors and Officers — Subject to the limitations and provisions contained in the Act the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or body corporate, if

(a)	he acted honestly and in good faith with a view to the best interests of the Corporation, and
(b)	in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

7.4 Indemnification of Others — Except as otherwise required by Section 7.6 and subject to Section 7.3, the Corporation may from time to time indemnify and save harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (other than an action by or in the right of the

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Corporation) by reason of the fact that he is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, or officer, employee, agent of or participant in another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including legal fees), judgments, fines and any amount actually and reasonably incurred by him in connection with such action, suit or proceeding if the Board determines that;

(a)	he acted honestly and in good faith with a view to the best interests of the Corporation, and
(b)	with respect to any criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful.

7.5 Right of Indemnity Not Exclusive — The provisions for indemnification contained in the By-laws shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any By-laws, agreement, vote of shareholders or disinterested directors or otherwise both as to action in his official capacity and as to action in any other capacity while holding such office and shall continue as to a person who has ceased to be a director or officer and shall enure to the benefit of the heirs and legal representatives of such person.

7.6 Successful Defence — To the extent that a person who is or was an employee or agent of the Corporation has achieved complete or substantial success as a defendant in any action, suit or proceeding referred to in Section 7.4, he shall be indemnified by the Corporation against all costs, charges and expenses actually and reasonably incurred by him in connection therewith.

7.7 Insurance — Subject to the provisions of the Act the Corporation may purchase and maintain insurance for the benefit of any person referred to in Section 7.3 of this By-law against such liabilities and in such amounts as the Board may from time to time determine.

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PART VIII — MEETINGS OF SHAREHOLDERS

8.1 Place of Meetings — Meetings of the Shareholders shall be held at such time and place within Alberta as the Board may from time to time determine provided that a meeting of the Shareholders may be held outside Alberta if all the Shareholders entitled to vote at the meeting so agree, and a Shareholder who attends a meeting of the Shareholders held outside Alberta is deemed to have so agreed except when he attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.

8.2 Annual Meetings — The first annual meeting of Shareholders shall be held not later than 18 months after the date of incorporation or amalgamation of the Corporation and thereafter annual meetings shall be held not later than 15 months after the holding of the last preceding annual meeting for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, the election of directors, the appointment of auditor (or dispensing with such appointment pursuant to the provisions of the Act), and for the transaction of such other business as may properly be brought before the meeting.

8.3 Special Meetings — Special meetings of the Shareholders may be called at any time.

8.4 Special Business — All business transacted at a special meeting of the Shareholders and all business transacted at an annual meeting of the Shareholders except consideration of the financial statements and auditor’s report fixing the number of Directors for the following year, election of directors and reappointment of the incumbent auditor, is deemed to be special business.

8.5 Notice of Meetings — Notice of the time and place of a meeting of the Shareholders shall be sent in the manner provided in Part Eleven of this By-law not less than 21 days and not more than 50 days before the date of the meeting to each Shareholder entitled to vote at the meeting, to each director and to the auditor of the Corporation (if any); and if any special business is proposed to be transacted at such meeting the notice shall state:

(a)	the nature of that business in sufficient detail to permit the Shareholder to form a reasoned judgment on that business, and
(b)	the text of any special resolution to be submitted to the meeting.

8.6 Waiver of Notice — A Shareholder and any other person entitled to attend a meeting of Shareholders may in any manner waive notice of a meeting, and attendance of the Shareholder or such other person at a meeting of the Shareholders is a waiver of notice of the meeting except when he attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called.

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8.7 List of Shareholders — If the Corporation has more than 15 Shareholders entitled to vote at a meeting it shall, and otherwise it may, prepare a list of Shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each Shareholder

(a)	not later than 10 days after the record date for determination of the Shareholders entitled to notice of the meeting, if such date is fixed pursuant to Section 8.8 of this By-law, or
(b)	if no such record date is fixed,

(i)	at the close of business on the last business date preceding the day on which the notice is given, or
(ii)	if no notice is given on the date on which the meeting is held,

and the list of Shareholders shall be available for examination by any Shareholder during usual business hours at the records office of the Corporation or at the place where its central securities register is maintained and at the meeting of the Shareholders for which the list was prepared.

8.8 Record Date for Notice — The Board may fix in advance a date, preceding the date of any meeting of the Shareholders by not more than 50 days and not less than 21 days, as a record date for the determination of the Shareholders entitled to receive notice of the meeting.

8.9 Persons Entitled to be Present — The only persons entitled to be present at a meeting of the Shareholders shall be those Shareholders entitled to vote thereat, the directors, the auditor of the Corporation (if any) and others who, although not entitled to vote, are entitled or required under any provision of the Act, the articles or the By-laws to be present at the meeting; provided that other persons may be admitted but only on the invitation of the chairman of the meeting or with the consent of the meeting.

8.10 Quorum — The following provisions apply with respect to quorums:

(a)	Unless and until otherwise determined by a general meeting of the Shareholders, two Shareholders personally present and entitled to vote shall be a quorum for a general meeting;
(b)	A quorum of Shareholders is present at a meeting of Shareholders, irrespective of the number of persons actually present at the meeting, if the holder or holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy;
(c)	Notwithstanding the provisions of subsection (b) hereof, if the Corporation has only one Shareholder’ or only one holder of the class or series of shares entitled to vote at the meeting, that Shareholder present in person or by proxy constitutes a meeting;.

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(d)	If a quorum is present at the opening of any meeting of Shareholders, the Shareholders present or represented by proxy may proceed with the business of the meeting but only during such time or times as a quorum is present;
(e)	If a quorum is not present at the opening of any meeting;

of Shareholders the Shareholders present or represented by proxy may adjourn the meeting to a fixed time and place but may not transact any other business.

8.11 Chairman of Shareholders Meeting — The chairman of any meeting of Shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting: the Chairman of the Board, the President, the senior Vice-President; and if no such officer is present 15 minutes after the time fixed for the holding of the meeting, the persons present and entitled to vote thereat shall choose one of their number to be chairman.

8.12 Secretary of Shareholders Meeting — The secretary of any meeting of Shareholders shall be some person appointed by the chairman, who need not be a Shareholder, to act as secretary of the meeting.

8.13 Scrutineers — The chairman of any meeting of Shareholders may appoint one or more persons (who may, but need not be shareholders, directors, officers or employees of the Corporation) to act as scrutineers at such meeting.

8.14 Proxies — Every Shareholder entitled to vote at a meeting of Shareholders may by means of a proxy appoint a proxyholder and one or more alternate proxyholders, who are not required to be Shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

8.15 Proxy Requirements — A proxy shall be in writing executed by the Shareholder or his attorney authorized in writing and shall be valid for the meeting in respect of which it is given or any adjournment thereof and shall in all respects conform with the requirements of the Act.

8.16 Time for Deposit of Proxies — A proxy shall be acted upon if deposited with the Corporation or its agent 24 hours prior to the time fixed for the holding of the meeting, or if it is delivered to the secretary or the chairman at the meeting or any adjournment thereof and prior to the time of voting, unless the Board otherwise specified in accordance with the Act.

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8.17 Revocation of Proxies — A Shareholder may revoke a proxy

(a) by depositing an instrument in writing executed by him or his attorney authorized in writing,

(i)	at the registered office of the Corporation at any time up to and including the last business day preceding the day of the meeting, or an adjournment of that meeting, at which the proxy is to be used, or
(ii)	with the chairman of the meeting on the day of the meeting or an adjournment of the meeting, or

(b) by any other manner permitted by law.

8.18 Joint Holders — If two or more persons hold shares jointly, one of those registered holders present at a meeting of Shareholders may in the absence of the others vote the shares, but if two or more of those persons are present in person or by proxy and vote, they shall vote as one the shares jointly held by them.

8.19 Voting at a Shareholders Meeting — At a meeting of Shareholders

(a)	every question shall, unless otherwise required by the Act, the articles or the By-laws, be determined by a majority of the votes cast on the question, and in the case of an equality of votes either upon a show of hands or upon a ballot, the chairman of the meeting shall not be entitled to a second or casting vote.
(b)	voting shall be by show of hands except when a ballot is required or demanded as hereinafter provided, and upon a show of hands every person who is present and entitled to vote shall have one vote.

8.20 Voting by Show of Hands — Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is required or demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried, or carried by a particular majority, or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of if votes recorded in favour of or against any resolution or question.

8.21 Rights to Vote by Ballot — On any question proposed for consideration at a meeting of Shareholders any Shareholder or proxy holder entitled to vote may demand a ballot either before or on the declaration of the result of any vote by show of hands.

8.22 Voting by Ballot — A ballot so demanded shall be taken in such manner as the chairman shall direct provided that on such ballot each person present shall be entitled in respect of the shares which he is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and a declaration by the chairman that the vote upon the question has been carried, or carried by a particular

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majority, or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against any resolution or question.

8.23 Participation in Meeting by Telephone — A Shareholder or any other person entitled to attend a meeting of Shareholders may participate in the meeting by means of telephone or other communications facility that permits all persons participating in the meeting to hear each other, and a person participating in such a meeting by those means shall be deemed to be present at the meeting.

8.24 Adjournment — If a meeting of Shareholders is adjourned by one or more adjournments for an aggregate of less than 30 days it is not necessary to give notice of the adjourned meeting, other than by announcement at the time of the adjournment; but if a meeting of Shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall, subject to the provisions of Section 129 and Section 143 of the Act, be given as for an original meeting.

8.25 Resolution in Writing — A resolution in writing signed, or signed in separate counterparts, by all the Shareholders entitled to vote on that resolution at a meeting of Shareholders is as valid as if it had been passed at a meeting of the Shareholders.

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PART IX — DIVIDENDS

9.1 Dividends — Subject to the provisions of the Act, the Board may from time to time declare dividends (including interim dividends) payable to the Shareholders according to their respective rights and interests in the Corporation and such dividends may be paid in money or property or by issuing fully paid shares of the Corporation, or any combination thereof.

9.2 Dividend Cheques — A dividend payable in cash shall be paid by cheque drawn on the Corporation’s bank account, or one of them, to the order of each registered holder of shares of the Corporation of the class or series in respect of which it has been declared, and shall be mailed by prepaid ordinary mail to such registered holder at his recorded address unless such holder otherwise directs, provided however that in the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such holders and mailed to them at their recorded address; and the mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the Corporation’s liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

9.3 Record Date for Dividends — For the purpose of determining Shareholders

(a)	entitled to receive payment of the dividend,
(b)	entitled to participate in a liquidation distribution, or
(c)	for any other purpose except the right to receive notice of or to vote at a meeting.

the Board may fix in advance a date as the record date for the determination of Shareholders, but the record date shall not precede by more than 50 days the particular action to be taken and if no record date is so fixed the record date shall be the close of business on the day on which the directors passed the resolution relating to that purpose.

9.4 Non-Receipt of Cheques — In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the Board may from time to time prescribe.

9.5 Unclaimed Dividends — Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

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PART X — REGISTRATION AND TRANSFER

10.1 Securities Register — The Corporation shall maintain a securities register in which shall be recorded all securities issued by it in registered form, showing with respect to each class or series of securities

(a)	the names, alphabetically arranged, and the latest known address of each person who is or has been a security holder,
(b)	the number of securities held by each security holder, and
(c)	the date and particulars of the issue and transfer of each security,

and the Corporation shall keep such information for the period of time required by Law.

10.2 Share Certificates — Every holder of one or more shares of the Corporation is entitled, at his option, to a share certificate or to a non-transferable written acknowledgment of his right to obtain a share certificate, stating the number and class or series of shares held by him as shown on the securities register; and such share certificates and written acknowledgments shall, subject to the provisions of the Act, be in such form as the Board shall from time to time determine.

10.3 Allotment — Subject to the articles and any unanimous shareholder agreement the Board may from time to time issue shares of the Corporation, allot or grant conversion privileges, options or rights to acquire unissued shares of the Corporation at such times and to such persons and, subject to the provisions of Section 25 of the Act, for such consideration as the Board may determine.

10.4 Commissions — The Board may authorize the Corporation to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for shares of the Corporation,

10.5 Registration of Transfer — Subject to the provisions of the Act, no transfer of shares shall be registered in the securities register except upon:

(a)

presentation of the share certificate or acknowledgement of right to obtain a share certificate representing such shares, with an endorsement which complies with the Act made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance as the Board may from time to time prescribe that the endorsement is genuine and effective, and

(b)

payment of all applicable taxes and any fees (not exceeding the maximum amount prescribed by law for each certificate issued pursuant to the transfer) prescribed by the Board, and

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(c) compliance with such restrictions on transfer as are set forth in the articles or any unanimous shareholder agreement.

10.6 Non-Recognition of Trusts — Subject to the provisions of the Act, the Corporation may treat as absolute owner of any share of the Corporation the person in whose name the share is registered in the Corporation’s securities register as if that person had full legal capacity and authority to exercise all rights of ownership, irrespective of any indication to the contrary through knowledge, notice, or description in the Corporation’s records, on the share certificate or in the acknowledgment of right to obtain a share certificate.

10.7 Joint Holders — If two or more persons are registered as joint holders of any security of the Corporation, the Corporation is not bound to issue more than one certificate and delivery of such certificate to one of such persons shall be sufficient delivery to all of them, and any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant or right issuable in respect of such security.

10.8 Deceased Security Holder, etc. — Subject to the articles and any unanimous shareholder agreement:

(a) a person shall be entitled to exercise all the rights of the security holder whom he represents if that person furnishes evidence as described in the Act to the Corporation that he is:

(i)	the executor, administrator, heir or legal representative of the heirs of the estate of a deceased security holder,
(ii)	the guardian, committee, trustee, curator or tutor representing a registered security holder who is an infant, an incompetent person or a missing person, or
(iii)	a liquidator of or a trustee in bankruptcy for a registered security holder;

(b)

if a person on whom the ownership of a security of the Corporation devolves by operation of law, other than a person described in subsection (a) of this section, furnishes proof of his authority to exercise rights or privileges in respect of a security of the Corporation that is not registered in his name, the Corporation shall treat that person as entitled to exercise those rights or privileges; and

(c)

a person who is the executor, administrator, heir or legal representative of the heirs of the estate of a deceased security holder is entitled to become a registered security holder or to designate a registered security holder upon compliance with the provisions of the Act.

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10.9 Replacement of Security Certificate — The Board may in its discretion direct the issue of a new security certificate in lieu of and upon cancellation of a security certificate that has been mutilated, or in substitution for a security certificate claimed to have been lost, destroyed or wrongfully taken, on payment of such fee (not exceeding $3.00) and on such terms as to indemnity (including an indemnity bond), reimbursement of expenses and evidence of loss, destruction, wrongful taking and of title as the Board may from time to time stipulate.

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PART XI — NOTICES

11.1 Method of Giving Notice — In addition to any other method of service permitted by the Act, any notice or document required by the Act, the regulations thereunder, the articles or the By-laws may be sent to any person entitled to receive such notice or document in the manner set out in the Act for service upon a Shareholder or director and by any means (electronic or otherwise) of communication or telecommunication with respect to which a written record is made.

11.2 Effective Notice — The following rules shall apply with respect to the effectiveness of sending or delivery of any notice or document:

(a)	Any notice or document required by the Act, the regulations under the Act, the articles or the By-laws to be given, sent or delivered to a Shareholder or director or to an officer or the auditor of the Corporation shall be sufficiently given, sent or delivered if it is delivered personally to such Shareholder, director, officer, or auditor, or if it is mailed by ordinary prepaid mail addressed to such Shareholder, director or officer at his latest address as shown in the records of the Corporation or to such auditor at his most recent address.
(b)	A notice or document delivered personally as aforesaid shall be deemed to have been given, sent or delivered on the date of the delivery.
(c)	Subject to the provisions of Section 11.4 of this By-law a notice or document mailed as aforesaid shall be deemed to have been received by the addressee at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the addressee did not receive the notice or document at the time or at all.

11.3 Notice of Directors Meetings — Notice of a meeting of directors shall be given at the times and in the manner specified or permitted pursuant to Sections 4.3, 11.1 and 11.2 of this By-law.

11.4 Notice of Shareholders Meeting — A notice of a meeting of Shareholders sent by mail to a Shareholder, director, or auditor in accordance with the provisions of Sections 8.5, 11.1 and 11.2 of this By-law shall be deemed to be sent to the Shareholder, director or auditor on the day on which it is deposited in the mail.

11.5 Notice of Special Resolution — The text of any special resolution to be submitted to a meeting shall be included in the notice of the meeting of Shareholders at which the special resolution is to be dealt with.

11.6 Undelivered Notice — If a Corporation sends a notice or document to any Shareholder by mail as hereinbefore provided and the notice or document is returned on three consecutive occasions because the Shareholder cannot be found, the

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Corporation is not required to give, send or deliver any further notices or documents to that Shareholder until he informs the Corporation in writing of his new address.

11.7 Notice to Joint Holders — If two or more persons are registered as joint holders of any security the giving, sending or delivery of any notice or document to any one of them shall be sufficient giving, sending or delivery of the notice or document to all of them.

11.8 Computation of Time — In computing the date when any notice must be given under any provision of the By-laws requiring a specified number of days notice of any meeting or other event, the date of giving the notice shall be excluded from the computation and the date of the meeting or other event shall not be included in the computation.

11.9 Waiver of Notice — Any Shareholder (or his duly appointed proxyholder), director, officer, auditor or member of a committee may at any time waive any notice or waive or abridge the time for any notice required to be given to him under any provision of the Act, the regulations thereunder, the articles, the By-laws or otherwise, and such waiver or abridgment, whether given before or after the meeting or other event of which the notice is required to be given, shall cure any defect in the giving or in the time of such notice as the case may be.

11.10 Signature on Notice — The signature on any notice to be given by the Corporation may be typewritten, lithographed, written, printed or otherwise mechanically reproduced.

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CERTIFICATE

The foregoing “By-law No. 1, A By-law relating generally to the transaction of the business and affairs of ADVANCE CANADA INC. (the “Corporation”) was duly made by a resolution of the Directors of the Corporation passed on the 10th day of September, 2007.

/s/ Illegible 

Secretary 

CERTIFICATE

The foregoing “By-law No. 1, A By-law relating generally to the transaction of the business and affairs of ADVANCE CANADA INC. (the “Corporation”) was duly made by a resolution of the Directors of the Corporation passed on the 10th day of September, 2007.

/s/ Illegible 

Secretary 

EXHIBIT 3

INCUMBENCY OF OFFICERS OR AUTHORIZED SIGNATORIES

The following persons are duly appointed officers of the Corporation or have been duly authorized by the Corporation and hold the office or are acting in the capacity set forth opposite his or her name and the specimen signature set forth opposite his or her name is a true specimen of his or her signature.

Name	Office	Specimen Signature
Bruce Cumming	Secretary, Treasurer and President	/s/ Bruce Cumming

EX-3.7(A)

Exhibit 3.7(a)

Certified Copy

CORPORATE ACCESS NUMBER: 2013483439

Alberta

BUSINESS CORPORATIONS ACT

CERTIFICATE

OF

INCORPORATION

ADVANCE CANADA PROPERTIES INC.
WAS INCORPORATED IN ALBERTA ON 2007/09/10.

Certified Copy

Articles of Incorporation
For
ADVANCE CANADA PROPERTIES INC.

Share Structure:	SEE ELECTRONIC SCHEDULE “A” ATTACHED
Share Transfers Restrictions:	SEE ELECTRONIC SCHEDULE “B” ATTACHED
Number of Directors:
Min Number of Directors:	1
Max Number of Directors:	7
Business Restricted To:	NONE
Business Restricted From:	NONE
Other Provisions:	SEE ELECTRONIC SCHEDULE “C” ATTACHED

Registration Authorized By:	NORMAN J.K. BISHOP
	SOLICITOR

SCHEDULE “A”

ARTICLES OF INCORPORATION
OF
ADVANCE CANADA PROPERTIES INC.

CLASSES AND NUMBER OF SHARES AUTHORISED

1. The Corporation is authorized to issue:

(a) an unlimited number of Class “A” shares;

(b) an unlimited number of Class “B” shares;

(c) an unlimited number of Class “C” preferred shares.

2. There shall be attached to the authorized shares of the Corporation the following rights, privileges, restrictions and conditions:

(a) Voting

The holders of Class “A” shares shall be entitled to 1 vote for each such share held and shall be entitled to receive notice of, to attend and to vote either in person or by proxy at any meeting of the shareholders of the Corporation; the holders of Class “B” shares, and Class “C” preferred shares shall not be entitled to vote nor to receive notice of or attend any meeting of shareholders of the Corporation.

(b) Dividends

(i) The holders of Class “C” preferred shares in preference and priority to the holders of Class “A” shares and Class “B” shares shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the Board of Directors of the Corporation out of monies of the Corporation properly applicable to the payment of dividends, a non-cumulative preferential dividend at a rate per annum between 0% and 12%, to be determined by the Board of Directors of the Corporation on an annual basis, on the Redemption Amount (as hereinafter defined) of each Class “C” preferred share held. If, after the expiration of any fiscal year of the Corporation, the Board of Directors of the Corporation shall not have declared the said dividend on the Class “C” preferred shares for such fiscal year, then the rights of the holders of Class “C” preferred shares to such dividends for such year shall be forever extinguished.

(ii) The holders of Class “C” preferred shares shall not be entitled to any dividends other than or in excess of the non-cumulative preferential dividend hereinbefore provided for except as set forth in paragraph (d) (iii) hereof.

(iii) Dividends may be declared and paid or set aside

for payment pursuant to the provisions of the Business Corporations Act of Alberta, on Class “A” shares, Class “B” shares or both Class “A” shares and Class “B” shares in any fiscal year of the Corporation except if such payment or setting aside for payment would impair either:

• the Corporation’s ability to redeem all of the then outstanding Class “C” preferred shares if the Corporation became obligated to do so,

or

• the Corporation’s ability to pay dividends on the Class “C” preferred shares in respect of the Corporation’s current fiscal year.

(c) Redemption at Option of Corporation

(i) The Corporation may by resolution of the Board of Directors and upon the giving of notice as hereinafter provided, redeem at any time the whole or from time to time any of the then outstanding Class “C” preferred shares upon payment for each such Class “C” preferred share redeemed of a sum to be determined by the Board of Directors prior to the issuance of the Class “C” preferred shares (“Redemption Amount”), together with any non-cumulative preferential dividend declared thereon but unpaid.

(ii) Not less than 10 days’ notice in writing of the redemption shall be given by mailing to each registered holder of the Class “C” preferred shares to be redeemed a notice specifying the place of redemption which may be a Chartered Bank.

(iii) Any such redemption of less than all of the then outstanding Class “C” preferred shares shall be made pro rata from the aggregate number of shares held by each such shareholder, unless otherwise approved by the holders of the outstanding Class “C” preferred shares.

(iv) If notice of any such redemption is given by the Corporation as aforesaid and an amount sufficient to redeem the Class “C” preferred shares which are to be redeemed is deposited to a special account at any Chartered Bank specified in such notice, the Class “C” preferred shares in respect whereof such deposit is made, shall be redeemed and the holders of such Class “C” preferred shares shall thereafter have no rights against the Corporation in respect thereof except upon surrender of the certificates for such Class “C” preferred shares to receive payment therefor, without interest, out of the monies so deposited.

(d) Redemption at Option of the Holder

(i) Any holder of the Class “C” preferred shares shall be entitled to require the Corporation to redeem at any time or times all or any part of the Class “C” preferred shares registered in the name of such holder on the books of the Corporation by tendering to the Corporation at its head office, the share certificate or certificates representing the Class “C” preferred shares which the registered holder desires to have the Corporation redeem properly endorsed in blank for transfer or accompanied by an appropriate form of transfer properly executed in blank, and in either case, together with a request in writing (a “Redemption Request”) specifying:

• that the registered holder desires to have all or a specified number of the Class “C” preferred shares represented by such certificate or certificates redeemed by the Corporation;

• the business day (the “Redemption Date”) on which the holder desires to have the Corporation redeem such Class “C” preferred shares, which Redemption Date shall be not less than 30 days after the day on which the Redemption Request is given to the Corporation.

(ii) Upon receipt of the share certificate or certificates representing the Class “C” preferred shares which the registered holder desires to have the Corporation redeem, together with the Redemption Request, the Corporation shall on the Redemption Date redeem such Class “C” preferred shares by paying to such registered holder the Redemption Amount of each such share together with any non-cumulative preferential dividend declared thereon but unpaid. Such payment shall constitute redemption.

(iii) If such payment is not made on the Redemption Date the rights of the holder of the Class “C” preferred shares shall remain unaffected and additionally, the holder shall be entitled to receive a cumulative preferential dividend on the Class “C” preferred shares which should have been redeemed on the Redemption Date in an amount equal to 1% per month on the Redemption Amount, such dividend to be paid on a monthly basis on the last day of each month from the Redemption Date to the date of actual redemption.

(iv) If the redemption of all Class “C” preferred shares of which the Corporation has received Redemption Requests would cause the Corporation to be in contravention of the

provisions of the Business Corporations Act, the Corporation shall at that time redeem on a pro rata basis only such number of Class “C” preferred shares as can be redeemed without causing such contravention, and the Corporation shall redeem the balance of such Class “C” preferred shares at the earliest such time or times (on a pro rata basis) as redemption can be made in reasonable amounts without causing such contravention.

(e) Rights on Dissolution

In the event of the liquidation, dissolution or winding up of the Corporation or other distribution of property or assets of the Corporation among shareholders for the purpose of winding up its affairs:

(i) The holders of Class “C” preferred shares shall be entitled equally and ratably to receive, before any distribution of any part of the assets of the Corporation among the holders of Class “A” shares and Class “B” shares a sum equal to the Redemption Amount of each Class “C” preferred share held by them respectively together with an amount equivalent to any cumulative and non-cumulative preferential dividend declared thereon but unpaid; but except as aforesaid, the holders of Class “C” preferred shares shall not be entitled to share in any further distribution of the property or assets of the Corporation;

(ii) Upon payment to the holders of Class “C” preferred shares of the amount required to be paid as aforesaid, Class “A” shares and Class “B” shares shall have identical rights, and each such shareholder shall share in the remaining property of the Corporation in proportion to the number of shares he holds.

(f) Restriction on Issuance of Class “C” preferred shares Class “C” preferred shares shall not be issued unless issued:

• in exchange for property, other than a promissory note or promise to pay, or

• in exchange for issued shares of the Corporation of a different class.

(g) Restriction on Repurchase of Class “A” Shares and Class “B” Shares

So long as any Class “C” preferred shares remain outstanding the Corporation shall not purchase for cancellation or otherwise pay off or purchase any Class “A” shares or Class “B” shares except:

• if such repurchase would not impair the Corporation’s ability to redeem all of the then outstanding Class “C”

preferred shares if the Corporation became obligated to do so, and

• with the approval of the holders of the issued and outstanding Class “C” preferred shares.

(h) Restriction on Creation of Additional Shares

Except with the approval of the holders of all Class “C” preferred shares then outstanding, no new class of shares ranking prior to or on a parity with the Class “C” preferred shares shall be created.

3. The rights, privileges, restrictions and conditions attaching to any class of shares of the Corporation may be deleted, varied, modified, amended or amplified only with the approval of the holders of that class given as hereinafter specified, and the approval of a Special Resolution of the shareholders of the Corporation.

4. Approval of the holders of any class of shares of the Corporation may be given by an instrument or instruments in writing duly signed by the holders of not less than 2/3 of the issued and outstanding shares of that class.

SCHEDULE “B”

ARTICLES OF INCORPORATION
OF
ADVANCE CANADA PROPERTIES INC.

RESTRICTIONS ON SHARE TRANSFERS

1. Subject to the provisions of the Business Corporations Act (Alberta), R.S.A. 2000, c. B-9, as amended, no share or shares in the Corporation shall be transferred without the sanction of a resolution of the Board of Directors.

2. The Board of Directors may at any time in its absolute and uncontrolled discretion and without assigning any reason refuse to sanction any transfer of shares.

SCHEDULE “C”

ARTICLES OF INCORPORATION
OF
ADVANCE CANADA PROPERTIES INC.

OTHER PROVISIONS

1. The number of shareholders for the time being of the Corporation (exclusive of persons who are in the employment of the Corporation, and persons who, having been formerly in the employment of the Corporation, were, while in such employment and have continued to be after termination of such employment, shareholders of the Corporation) shall not exceed 50, but where 2 or more persons hold 1 or more shares of the Corporation jointly, they shall, for the purpose of this Section, be treated as a single shareholder.

2. Any invitation to the public to subscribe for securities of the Corporation is prohibited.

3. The Board of Directors of the Corporation may, without authorization of the shareholders;

(a) Borrow money on the credit of the Corporation,

(b) Issue, re-issue, sell or pledge debt obligations of the Corporation, and

(c) Give a guarantee on behalf of the Corporation to secure performance of an obligation of any person, and

(d) Mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

EX-3.7(B)

Exhibit 3.7(b)

BY-LAW NO. 1

A By-law relating generally

to the transaction of the

business and affairs of

ADVANCE CANADA PROPERTIES INC.

BISHOP & McKENZIE LLP

BY-LAW NO. 1

TABLE OF CONTENTS

and

BUSINESS CORPORATIONS ACT REFERENCE

	Section		Section
	of By-law	Page	of Act
PART I — INTERPRETATION
Definitions	1.1	1	1
Invalidity of any Provision	1.2	2	—
Conflict of Provisions	1.3	2	—
Headings	1.4	2	—
PART II — CORPORATE MATTERS
Registered Office	2.1	3	20
Records Office	2.2	3	20, 21
Records Office Requirements	2.3	3	20, 21
Address for Service by Mail	2.4	3	20
Corporate Seal	2.5	3	25
Execution of Instruments	2.6	3	—
Authentication	2.7	3	25
Financial Period	2.8	3	—
Banking Arrangements	2.9	3	—

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	Section		Section
	of By-law	Page	of Act
PART III — DIRECTORS
Number of Directors	3.1	4	101, 112
Qualification	3.2	4	105
Residence Requirement	3.3	4	105
Election and Term	3.4	4	106
Ceasing to Hold Office	3.5	4	108
Removal of Directors	3.6	4	109
Vacancies	3.7	4	109, 111
Remuneration of Directors	3.8	5	125
Powers of the Board	3.9	5	101, 102, 103
Directors’ Conflict of Interest	3.10	5	120
Reimbursement of Expenses	3.11	5	125
PART IV — PROCEEDINGS OF THE BOARD
Calling of Meetings	4.1	6	—
Place of Meetings	4.2	6	114
Notice of Meetings	4.3	6	124, 255
Waiver of Notice	4.4	6	114, 258
Notice of Adjourned Meeting	4.5	7	114
Participation in Meeting by Telephone	4.6	7	114
Presiding at Meeting	4.7	7	—
Quorum for Directors Meetings	4.8	7	114
Resident Canadians Present	4.9	7	114
Exercise of Powers	4.10	7	114
Resolution in Writing	4.11	7	4, 117

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	Section		Section
	of By-law	Page	of Act
Votes to Govern	4.12	7	—
PART V — DELEGATION OF AUTHORITY
Managing Director	5.1	8	115
Committees of Directors	5.2	8	115
Agents and Attorneys	5.3	8	—
Procedure of Committees of Directors	5.4	8	—
Voting Rights in Other Bodies Corporate	5.5	8	—
PART VI — OFFICERS
Designation and Appointment	6.1	9	121
Qualification	6.2	9	121
Chairman of the Board	6.3	9	—
President	6.4	9	—
Vice-President	6.5	9	—
Secretary	6.6	9	—
Treasurer	6.7	9	—
Other Officers and Assistants	6.8	10	—
Variation of Powers and Duties	6.9	10	121
Term of Office	6.10	10	—
Terms of Employment and Remuneration	6.11	10	125
Officers’ Conflict of Interest	6.12	10	120
PART VII — LIABILITY AND INDEMNIFICATION
Duty of Care	7.1	11	122
Limitation of Liability	7.2	11	—

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	Section		Section
	of By-law	Page	of Act
Indemnification of Directors and Officers	7.3	11	124
Indemnification of Others	7.4	11	124
Right of Indemnity Not Exclusive	7.5	12	—
Successful Defence	7,6	12	124
Insurance	7.7	12	124
PART VIII — MEETINGS OF SHAREHOLDERS
Place of Meetings	8.1	13	131
Annual Meetings	8.2	13	132
Special Meetings	8.3	13	132
Special Business	8.4	13	134
Notice of Meetings	8.5	13	110, 134, 255
Waiver of Notice	8.6	13	135, 258
List of Shareholders	8.7	14	137
Record Date for Notice	8.8	14	133(2)
Persons Entitled to be Present	8.9	14	110, 133, 168
Quorum	8.10	14	138
Chairman of Shareholders Meeting	8.11	15	—
Secretary of Shareholders Meeting	8.12	15	—
Scrutineers	8.13	15	—
Proxies	8.14	15	147, 148, 149
Proxy Requirements	8.15	15	148
Time for Deposit of Proxies	8.16	15	148
Revocation of Proxies	8.17	16	148

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	Section		Section
	of By-law	Page	of Act
Joint Holders	8.18	16	139
Voting at a Shareholders Meeting	8.19	16	140
Voting by Show of Hands	8.20	16	—
Right to Vote by Ballot	8.21	16	140
Voting by Ballot	8.22	16	—
Participation in Meeting by Telephone	823	17	131
Adjournment	8.24	17	134
Resolution in Writing	8.25	17	4, 141
PART IX — DIVIDENDS
Dividends	9.1	18	43, 44
Dividend Cheques	9.2	18	—
Record Date for Dividends	9.3	18	133
Non-Receipt of Cheques	9.4	18	—
Unclaimed Dividends	9.5	18	—
PART X — REGISTRATION AND TRANSFER
Securities Register	10.1	19	49
Share Certificates	10.2	19	48
Allotment	10.3	19	27, 31
Commissions	10.4	19	42
Registration of Transfer	10.5	19	68, 75, 76
Non-Recognition of Trusts	10.6	20	50
Joint Holders	10.7	20	48
Deceased Securityholder, etc.	10.8	20	50, 76
Replacement of Security Certificate	10.9	21	79

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	Section		Section
	of By-law	Page	of Act
PART XI — NOTICES
Method of Giving Notice	11.1	22	255
Effective Notice	11.2	22	255
Notice of Directors Meetings	11.3	22	255
Notice of Shareholders Meeting	11.4	22	134
Notice of Special Resolution	11.5	22	134
Undelivered Notice	11.6	22	255
Notice to Joint Holders	11.7	23	—
Computation of Time	11.8	23	Interpretation Act
Waiver of Notice	11.9	23	258
Signature on Notice	11.10	23	—

PART I — INTERPRETATION

1.1 Definitions — In the By-laws of the Corporation, including this By-law, unless the context otherwise requires:

(a)	“Act” means the Business Corporations Act, Statutes of Alberta, 2000, Chapter B-9 as amended from time to time, and any statute that may be substituted therefor as amended from time to time;
(b)	“articles” means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution and articles of revival as the case may be of the Corporation, and includes an amendment to any of them;
(c)	“Board” means the board of directors of the Corporation;
(d)	“By-laws” means this by-law and all other by-laws of the Corporation from time to time in force;
(e)	“Corporation” means the corporation named in this By-law;
(f)	“director” means a director of the Corporation;
(g)	“ordinary resolution” means a resolution

(i)	passed by a majority of the votes cast by the Shareholders who voted in respect of that resolution, or
(ii)	signed by all the Shareholders entitled to vote on that resolution;

(h)	“Shareholder” means a shareholder of the Corporation;
(i)	“special resolution” means a resolution passed by a majority of not less than two-thirds of the votes cast by the Shareholders who voted in respect of that resolution, or signed by all the Shareholders entitled to vote on that resolution;
(j)	“unanimous shareholder agreement means”

(i)	a written agreement to which all the Shareholders are or are deemed to be parties, whether or not any other person is also a party, or
(ii)	a written declaration by a person who is the beneficial owner of all the issued shares of the Corporation

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that provides for any of the matters enumerated in Section 140 of the Act;

(k)	words and expressions defined in the Act shall have the same meanings when used in the By-laws, unless specifically defined in the By-laws;
(l)	words importing number shall include both the plural and the singular and words importing gender shall include the masculine, feminine and neuter genders.

1.2 Invalidity of any Provision — The invalidity of any provision of the By-laws shall not affect the validity of the remaining provisions of the By-laws.

1.3 Conflict of Provisions — If any of the provisions of the By-laws are in conflict with the provisions of the Act, a unanimous shareholder agreement or the articles then the provisions of the Act, the unanimous shareholder agreement or the articles shall prevail.

1.4 Headings — The headings used in the By-laws and Table of Contents are inserted for convenience of reference and shall not affect the construction or interpretation of the By-laws.

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PART II — CORPORATE MATTERS

2.1 Registered Office — The Corporation shall at all times have a registered office within Alberta at such address as the Board may from time to time determine.

2.2 Records Office — The Corporation may have a separate records office within Alberta at such address as the Board may from time to time determine but unless the Board designates a separate records office the registered office of the Corporation shall also be its records office.

2.3 Records Office Requirements — The Corporation shall prepare and maintain at its records office records required under Section 20 of the Act.

2.4 Address for Service by Mail — The Board may from time to time designate a post office box within Alberta as the address of the Corporation for service by mail but such address shall not be designated as the Corporation’s records office or registered office.

2.5 Corporate Seal — The Board may adopt and change a corporate seal which shall contain the name of the Corporation, and the Board may cause to be created as many duplicates thereof as the Board shall determine and the Board may adopt a facsimile thereof for use in any other jurisdiction outside Alberta that complies with the laws of that jurisdiction.

2.6 Execution of Instruments — The Board may from time to time authorize any director or officer or any other person or persons on behalf of the Corporation to sign and deliver either contracts, documents or instruments in writing generally, or to sign manually or by facsimile signature and deliver specific contracts, documents or instruments in writing and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or act.

2.7 Authentication — Any document requiring authentication by the Corporation may be signed by a director or the Secretary or other officer authorized by the Board and need not be under its corporate seal.

2.8 Financial Period — The financial period of the Corporation shall end on such date as is from time to time fixed by the Board.

2.9 Banking Arrangements — The banking business of the Corporation, or any part thereof, shall be transacted with such banks, trust companies or other financial institutions as the Board may designate, appoint or authorize from time to time and all such banking business, or any part thereof, shall be transacted on the Corporation’s behalf by such one or more officers and/or other persons as the Board may designate, direct or authorize from time to time and to the extent so authorized.

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PART III — DIRECTORS

3.1 Number of Directors — Subject to the provisions of the articles or of a unanimous shareholder agreement, the number of directors constituting the Board shall be determined from time to time by ordinary resolution of the Shareholders.

3.2 Qualification — No person shall be qualified to be a director if he is less than 18 years of age, if he is not an individual, if he has the status of bankrupt, or if he is disqualified under the Act; but a director need not be a Shareholder.

3.3 Residence Requirement — At least one-quarter of the directors shall be resident Canadians.

3.4 Election and Term — The Shareholders shall, by ordinary resolution at the first meeting of Shareholders and at each succeeding annual meeting, elect directors to hold office for a term expiring at the close of the next annual meeting of the Shareholders following the election; provided that if an election of directors is not held at a meeting of Shareholders, the incumbent directors continue in office until their successors are elected.

3.5 Ceasing to Hold Office — A director ceases to hold office:

(a)	when he dies;
(b)	when he resigns, in which event such resignation becomes effective at the time a written resignation is sent to the Corporation or at the time specified in the written resignation, whichever is later;
(c)	when he is removed from office in accordance with the provisions of the Act; or
(d)	when he becomes disqualified.

3.6 Removal of Directors — Subject to the provisions of the articles or of a unanimous shareholders agreement, the Shareholders of the Corporation may by ordinary resolution at a special meeting remove any director or directors from office.

3.7 Vacancies — Subject to the provisions of a unanimous shareholder agreement, the Shareholders may by ordinary resolution fill any vacancy on the Board and, in the case of a vacancy in the Board resulting otherwise than from an increase in the number or minimum number of directors or from a failure to elect the number or minimum number of directors required by the articles, a quorum of the Board by resolution of the Board may fill a vacancy in the Board.

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3.8 Remuneration of Directors — Subject to the articles, the By-laws or any unanimous shareholder agreement, the directors of the Corporation may fix the remuneration of the directors, officers and employees of the Corporation.

3.9 Powers of the Board —

(a)	The directors shall manage the business and affairs of the Corporation,
(b)	The Board may, without authorization of the Shareholders,

(i)	borrow money on the credit of the Corporation,
(ii)	issue, reissue, sell or pledge debt obligations of the Corporation,
(iii)	subject to the provisions of the Act, give a guarantee on behalf of the Corporation to secure performance of an obligation by any person, and
(iv)	mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation owned or subsequently acquired, to secure any obligation of the Corporation.

(c)	The Board may by resolution delegate the powers referred to in subsection (b) of this section to a director, a committee of directors or an officer of the Corporation.
(d)	Subject to the provisions of the Act, the Board may by resolution make, amend or repeal any By-law.

3.10 Directors’ Conflict of Interest — A director who is a party to, or is a director or an officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the Corporation, shall disclose his interest to the Corporation at the time and in the manner provided in the Act; and a director who is a party to or has an interest in a material contract or proposed material contract as aforesaid shall not vote on any resolution to approve the contract except as permitted by the Act and shall otherwise comply in all respects with the provisions of the Act

3.11 Reimbursement of Expenses — The directors shall be entitled, to the extent approved by the Board, to be reimbursed for travelling and other expenses properly incurred by them in attending, meetings of the Board or any committee thereof; but nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor and reimbursement of expenses in connection therewith.

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PART IV — PROCEEDINGS OF THE BOARD

4.1 Calling of Meetings — The Chairman of the Board or the President may at any time, and the Secretary shall, upon the request of a director, summon a meeting of the Board.

4.2 Place of Meetings — Meetings of the Board may be held at any place within or outside Alberta.

4.3 Notice of Meetings — Reasonable notice of the time and place of each meeting of the Board shall be given to each director before the time when the meeting is to be held and need not specify the purpose of the meeting or the business to be transacted at the meeting except to the extent that such purpose or business includes any proposal to:

(a)	submit to the Shareholders any question or matter requiring approval of the Shareholders,
(b)	fill a vacancy on the Board or in the office of auditor,
(c)	issue securities,
(d)	declare dividends,
(e)	purchase, redeem or otherwise acquire shares issued by the Corporation,
(f)	pay a commission for the sale of shares of the Corporation,
(g)	approve a management proxy circular,
(h)	approve a takeover bid circular or directors’ circular,
(i)	approve any financial statements referred to in Section 149 of the Act, or
(j)	adopt, amend or repeal by-laws.

Each newly elected Board may without notice hold its first meeting for the purpose of organization and the election and appointment of officers immediately following the meeting of Shareholders at which such Board was elected, provided & quorum is present

4.4 Waiver of Notice — A director may in any manner waive notice of a meeting of the Board, and attendance of a director at a meeting of the Board is a waiver of notice of that meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

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4.5 Notice of Adjourned Meeting — Notice of an adjourned meeting of the Board is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.

4.6 Participation in Meeting by Telephone — A director may participate in a meeting of the Board or of a committee of directors by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other and a director participating in such meeting by such means is deemed to be present at that meeting.

4.7 Presiding at Meeting — The Chairman of the Board, or failing him, the President, or failing him, a member of the Board selected by a majority of the directors present shall be chairman of any meeting of the Board.

4.8 Quorum for Directors Meetings — The Board may determine the quorum necessary for the transaction of business at its meetings but until the Board has so determined a majority of directors in office from time to time shall constitute a quorum.

4.9 Resident Canadians Present — The Board shall not transact business at a meeting unless half of the directors present at such meeting are resident Canadians, unless

(a)	a resident Canadian director who is unable to be present approves in writing or by telephone or other communication facilities the business transacted at the meeting, and
(b)	the number of resident Canadian directors present at the meeting, together with any resident Canadian director who gives his approval under subsection (a) of this section, totals at least 1/4 the directors present at the meeting.

4.10 Exercise of Powers — All the powers of the Board may be exercised by a meeting of the Board at which a quorum is present and the provisions of Section 4.9 of this By-law are complied with.

4.11 Resolution in Writing — Subject to the articles or a unanimous shareholder agreement, a resolution in writing signed, singly or on counterpart copies, by all the directors entitled to vote on the resolution at a meeting of directors or a committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors.

4.12 Votes to Govern — At all meetings of the Board every question shall be decided by a majority of the votes cast on the question and in the case of an equality of votes the chairman of the meeting shall not be entitled to a second or casting vote.

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PART V — DELEGATION OF AUTHORITY

5.1 Managing Director — The Board may appoint from among the directors a Managing Director, who must be a resident Canadian, and delegate to such Managing Director, subject to the restrictions contained in the Act, any of the powers of the Board.

5.2 Committees of Directors — The Board may appoint committees of directors and delegate to any such committee, subject to the restrictions contained in the Act, any of the powers of the Board, provided however that at least half of the members of any such committee of directors shall be resident Canadians.

5.3 Agents and Attorneys — The Board may appoint agents or attorneys for the Corporation within or outside Canada with such powers of management or otherwise (including the power to subdelegate) as the Board may determine.

5.4 Procedure of Committees of Directors — Unless otherwise determined by the Board:

(a)	A quorum at any meeting of a committee of directors shall be a majority of the members of that committee, and
(b)	The power and authority of a committee of directors may be exercised by:

(i)	a majority vote at a meeting of that committee at which a quorum is present, or
(ii)	a resolution in writing signed, or signed in separate counterparts, by all the members of that committee, and

(c)	Meetings of a committee of directors may be held at any place within or outside of Alberta, and
(d)	A committee or directors shall in all other respects be entitled to determine and regulate its own procedure.

5.5 Voting Rights in Other Bodies Corporate — The signing officers of the Corporation may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation; and such instruments, certificates, and other evidence shall be in favour of such person or persons as may be determined by the Board; and the Board may from time to time direct the manner in which any particular voting rights or class of voting rights may or shall be exercised.

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PART VI — OFFICERS

6.1 Designation and Appointment — The Board may from time to time designate offices of the Corporation and elect or appoint any one or more of a Chairman of the Board, a President, one or more Vice-Presidents (to which title may be added words indicating seniority or function), a Secretary, a Treasurer and such other officers as the Board may determine, including one or more assistants to any of the officers so appointed; and the Board may specify the duties of and, in accordance with this By-law, delegate to such officers powers to manage the business and affairs of the Corporation except powers to do anything referred to in Section 110 of the Act.

6.2 Qualification — An officer may be but need not be a director, and one person may hold more than one office.

6.3 Chairman of the Board — If a Chairman of the Board is elected or appointed, the Board may assign to him any of the powers and duties that are by any provisions of this By-law assigned to the President or to a Vice-President and he shall have such other powers and duties as the Board may specify; during the absence or disability of the Chairman of the Board his duties shall be performed and his powers exercised by the President or by such other person as the Board may determine.

6.4 President — Subject to the authority of the Board, the President shall have general supervision of the business of the Corporation, and he shall have such other powers and duties as the Board may specify; during the absence or disability of the President his duties shall be performed and his powers exercised by such person as the Board may determine.

6.5 Vice-President — A Vice-President shall have such powers and duties as the Board may specify.

6.6 Secretary — The Secretary shall enter or cause to be entered into records kept for that purpose minutes of all proceedings at all meetings of the Shareholders, the Board and committees of the Board; he shall give or cause to be given as and when instructed all notices to Shareholders, directors, officers, auditors and members of committees of the Board; he shall be the custodian of the corporate seal (if any) of the Corporation and of all books, papers, records, documents and instruments belonging to the Corporation except to the extent that some other officer or agent has been appointed for that purpose; and he shall have such other powers and duties as the Board may specify.

6.7 Treasurer — The Treasurer shall be responsible for the keeping of proper accounting records in compliance with the Act and shall be responsible for the deposit of monies, the safekeeping of securities and the disbursement of the funds of the Corporation; he shall render or cause to be rendered to the Board whenever so directed by the Board an account of all the financial transactions of the Corporation and of the

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financial position of the Corporation; and he shall have such other powers and duties as the Board may specify.

6.8 Other Officers and Assistants — The powers and duties of all other officers shall be such as the terms of their engagement call for or as the Board or the President may specify; and any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board otherwise directs.

6.9 Variation of Powers and Duties — The Board may from time to time and subject to the provisions of the Act vary, add to or limit the powers and duties of any officer or assistant.

6.10 Term of Office — Each officer appointed by the Board shall hold office until his successor is appointed, or until his earlier resignation, or until the Board removes such officer from office.

6.11 Terms of Employment and Remuneration — The terms of employment and the remuneration of an officer appointed by the Board may, to the extent not determined by the Board, be determined by the President from time to time.

6.12 Officers’ Conflict of Interest — An officer of the Corporation who is a party to, or who is a director or officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the Corporation, shall disclose the nature and extent of his interest at the time and in the manner provided in the Act and shall otherwise comply in all respects with the provisions of the Act.

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PART VII — LIABILITY AND INDEMNIFICATION

7.1 Duty of Care — Subject to the provisions of the Act, every director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation, and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances and every director and officer of the Corporation shall comply with the provisions of the Act, the regulations under the Act, the articles, the By-laws and any unanimous shareholder agreement.

7.2 Limitation of Liability — To the extent permitted by law and subject to compliance with the provisions of Section 7.1 of this By-law, no director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee of the Corporation, or for any loss, damage or expense happening to the Corporation through the insufficient or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune which shall happen in the execution of the duties of his office or in relation thereto.

7.3 Indemnification of Directors and Officers — Subject to the limitations and provisions contained in the Act the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or body corporate, if

(a)	he acted honestly and in good faith with a view to the best interests of the Corporation, and
(b)	in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

7.4 Indemnification of Others — Except as otherwise required by Section 7.6 and subject to Section 7.3, the Corporation may from time to time indemnify and save harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (other than an action by or in the right of the

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Corporation) by reason of the fact that he is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, or officer, employee, agent of or participant in another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including legal fees), judgments, fines and any amount actually and reasonably incurred by him in connection with such action, suit or proceeding if the Board determines that:

(a)	he acted honestly and in good faith with a view to the best interests of the Corporation, and
(b)	with respect to any criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful.

7.5 Right of Indemnity Not Exclusive — The provisions for indemnification contained in the By-laws shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any By-laws, agreement, vote of shareholders or disinterested directors or otherwise both as to action in his official capacity and as to action in any other capacity while holding such office and shall continue as to a person who has ceased to be a director or officer and shall enure to the benefit of the heirs and legal representatives of such person.

7.6 Successful Defence — To the extent that a person who is or was an employee or agent of the Corporation has achieved complete or substantial success as a defendant in any action, suit or proceeding referred to in Section 7.4, he shall be indemnified by the Corporation against all costs, charges and expenses actually and reasonably incurred by him in connection therewith.

7.7 Insurance — Subject to the provisions of the Act the Corporation may purchase and maintain insurance for the benefit of any person referred to in Section 7.3 of this By-law against such liabilities and in such amounts as the Board may from time to time determine.

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PART VIII — MEETINGS OF SHAREHOLDERS

8.1 Place of Meetings — Meetings of the Shareholders shall be held at such time and place within Alberta as the Board may from time to time determine provided, that a meeting of the Shareholders may be held outside Alberta if all the Shareholders entitled to vote at the meeting so agree, and a Shareholder who attends a meeting of the Shareholders held outside Alberta is deemed to have so agreed except when he attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.

8.2 Annual Meetings — The first annual meeting of Shareholders shall be held not later than 18 months after the date of incorporation or amalgamation of the Corporation and thereafter annual meetings shall be held not later than 15 months after the holding of the last preceding annual meeting for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, the election of directors, the appointment of auditor (or dispensing with such appointment pursuant to the provisions of the Act), and for the transaction of such other business as may properly be brought before the meeting.

8.3 Special Meetings — Special meetings of the Shareholders may be called at any time.

8.4 Special Business — All business transacted at a special meeting of the Shareholders and all business transacted at an annual meeting of the Shareholders except consideration of the financial statements and auditor’s report fixing the number of Directors for the following year, election of directors and reappointment of the incumbent auditor, is deemed to be special business.

8.5 Notice of Meetings — Notice of the time and place of a meeting of the Shareholders shall be sent in the manner provided in Part Eleven of this By-law not less than 21 days and not more than 50 days before the date of the meeting to each Shareholder entitled to vote at the meeting, to each director and to the auditor of the Corporation (if any); and if any special business is proposed to be transacted at such meeting the notice shall state:

(a)	the nature of that business in sufficient detail to permit the Shareholder to form a reasoned judgment on that business, and
(b)	the text of any special resolution to be submitted to the meeting.

8.6 Waiver of Notice — A Shareholder and any other person entitled to attend a meeting of Shareholders may in any manner waive notice of a meeting, and attendance of the Shareholder or such other person at a meeting of the Shareholders is a waiver of notice of the meeting except when he attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called.

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8.7 List of Shareholders — If the Corporation has more than 15 Shareholders entitled to vote at a meeting it shall, and otherwise it may, prepare a list of Shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each Shareholder

(a)	not later than 10 days after the record date for determination of the Shareholders entitled to notice of the meeting, if such date is fixed pursuant to Section 8.8 of this By-law, or
(b)	if no such record date is fixed,

(i)	at the close of business on the last business date preceding the day on which the notice is given, or
(ii)	if no notice is given on the date on which the meeting is held,

and the list of Shareholders shall be available for examination by any Shareholder during usual business hours at the records office of the Corporation or at the place where its central securities register is maintained and at the meeting of the Shareholders for which the list was prepared.

8.8 Record Date for Notice — The Board may fix in advance a date, preceding the date of any meeting of the Shareholders by not more than 50 days and not less than 21 days, as a record date for the determination of the Shareholders entitled to receive notice of the meeting.

8.9 Persons Entitled to be Present — The only persons entitled to be present at a meeting of the Shareholders shall be those Shareholders entitled to vote thereat, the directors, the auditor of the Corporation (if any) and others who, although not entitled to vote, are entitled or required under any provision of the Act, the articles or the By-laws to be present at the meeting; provided that other persons may be admitted but only on the invitation of the chairman of the meeting or with the consent of the meeting.

8.10 Quorum — The following provisions apply with respect to quorums:

(a)	Unless and until otherwise determined by a general meeting of the Shareholders, two Shareholders personally present and entitled to vote shall be a quorum for a general meeting;
(b)	A quorum of Shareholders is present at a meeting of Shareholders, irrespective of the number of persons actually present at the meeting, if the holder or holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy;
(c)	Notwithstanding the provisions of subsection (b) hereof, if the Corporation has only one Shareholder, or only one holder of the class or series of shares entitled to vote at the meeting, that Shareholder present in person or by proxy constitutes a meeting;

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(d)	If a quorum is present at the opening of any meeting of Shareholders, the Shareholders present or represented by proxy may proceed with the business of the meeting but only during such time or times as a quorum is present;
(e)	If a quorum is not present at the opening of any meeting;

of Shareholders the Shareholders present or represented by proxy may adjourn the meeting to a fixed time and place but may not transact any other business.

8.11 Chairman of Shareholders Meeting — The chairman of any meeting of Shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting: the Chairman of the Board, the President, the senior Vice-President; and if no such officer is present 15 minutes after the time fixed for the holding of the meeting, the persons present and entitled to vote thereat shall choose one of their number to be chairman.

8.12 Secretary of Shareholders Meeting — The secretary of any meeting of Shareholders shall be some person appointed by the chairman, who need not be a Shareholder, to act as secretary of the meeting.

8.13 Scrutineers — The chairman of any meeting of Shareholders may appoint one or more persons (who may, but need not be shareholders, directors, officers or employees of the Corporation) to act as scrutineers at such meeting.

8.14 Proxies — Every Shareholder entitled to vote at a meeting of Shareholders may by means of a proxy appoint a proxyholder and one or more alternate proxyholders, who are not required to be Shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

8.15 Proxy Requirements — A proxy shall be in writing executed by the Shareholder or his attorney authorized in writing and shall be valid for the meeting in respect of which it is given or any adjournment thereof and shall in all respects conform with the requirements of the Act.

8.16 Time for Deposit of Proxies — A proxy shall be acted upon if deposited with the Corporation or its agent 24 hours prior to the time fixed for the holding of the meeting, or if it is delivered to the secretary or the chairman at the meeting or any adjournment thereof and prior to the time of voting, unless the Board otherwise specified in accordance with the Act.

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8.17 Revocation of Proxies — A Shareholder may revoke a proxy

(a) by depositing an instrument in writing executed by him or his attorney authorized in writing,

(i)	at the registered office of the Corporation at any time up to and including the last business day preceding the day of the meeting, or an adjournment of that meeting, at which the proxy is to be used, or
(ii)	with the chairman of the meeting on the day of the meeting or an adjournment of the meeting, or

(b) by any other manner permitted by law.

8.18 Joint Holders — If two or more persons hold shares jointly, one of those registered holders present at a meeting of Shareholders may in the absence of the others vote the shares, but if two or more of those persons are present in person or by proxy and vote, they shall vote as one the shares jointly held by them.

8.19 Voting at a Shareholders Meeting — At a meeting of Shareholders

(a)	every question shall, unless otherwise required by the Act, the articles or the By-laws, be determined by a majority of the votes cast on the question, and in the case of an equality of votes either upon a show of hands or upon a ballot, the chairman of the meeting shall not be entitled to a second or casting vote.
(b)	voting shall be by show of hands except when a ballot is required or demanded as hereinafter provided, and upon a show of hands every person who is present and entitled to vote shall have one vote.

8.20 Voting by Show of Hands — Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is required or demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried, or carried by a particular majority, or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or question.

8.21 Rights to Vote by Ballot — On any question proposed for consideration at a meeting of Shareholders any Shareholder or proxy holder entitled to vote may demand a ballot either before or on the declaration of the result of any vote by show of hands.

8.22 Voting by Ballot — A ballot so demanded shall be taken in such manner as the chairman shall direct provided that on such ballot each person present shall be entitled, respect of the shares which he is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and a declaration by the chairman that the vote upon the question has been carried, or carried by a particular

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majority, or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against any resolution or question.

8.23 Participation in Meeting by Telephone — A Shareholder or any other person entitled to attend a meeting of Shareholders may participate in the meeting by means of telephone or other communications facility that permits all persons participating in the meeting to hear each other, and a person participating in such a meeting by those means shall be deemed to be present at the meeting.

8.24 Adjournment — If a meeting of Shareholders is adjourned by one or more adjournments for an aggregate of less than 30 days it is not necessary to give notice of the adjourned meeting, other than by announcement at the time of the adjournment; but if a meeting of Shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall, subject to the provisions of Section 129 and Section 143 of the Act, be given as for an original meeting.

8.25 Resolution in Writing — A resolution in writing signed, or signed in separate counterparts, by all the Shareholders entitled to vote on that resolution at a meeting of Shareholders is as valid as if it had been passed at a meeting of the Shareholders.

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PART IX — DIVIDENDS

9.1 Dividends — Subject to the provisions of the Act, the Board may from time to time declare dividends (including interim dividends) payable to the Shareholders according to their respective rights and interests in the Corporation and such dividends may be paid in money or property or by issuing fully paid shares of the Corporation, or any combination thereof.

9.2 Dividend Cheques — A dividend payable in cash shall be paid by cheque drawn on the Corporation’s bank account or one of them, to the order of each registered holder of shares of the Corporation of the class or series in respect of which it has been declared, and shall be mailed by prepaid ordinary mail to such registered holder at his recorded address unless such holder otherwise directs, provided however that in the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such holders and mailed to them at their recorded address; and the mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the Corporation’s liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

9.3 Record Date for Dividends — For the purpose of determining Shareholders

(a)	entitled to receive payment of the dividend,
(b)	entitled to participate in a liquidation distribution, or
(c)	for any other purpose except the right to receive notice of or to vote at a meeting.

the Board may fix in advance a date as the record date for the determination of Shareholders, but the record date shall not precede by more than 50 days the particular action to be taken and if no record date is so fixed the record date shall be the close of business on the day on which the directors passed the resolution relating to that purpose.

9.4 Non-Receipt of Cheques — In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the Board may from time to time prescribe.

9.5 Unclaimed Dividends — Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

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PART X— REGISTRATION AND TRANSFER

10.1 Securities Register — The Corporation shall maintain a securities register in which shall be recorded all securities issued by it in registered form, showing with respect to each class or series of securities

(a)	the names, alphabetically arranged, and the latest known address of each person who is or has been a security holder,
(b)	the number of securities held by each security holder, and
(c)	the date and particulars of the issue and transfer of each security,

and the Corporation shall keep such information for the period of time required by Law.

10.2 Share Certificates — Every holder of one or more shares of the Corporation is entitled, at his option, to a share certificate or to a non-transferable written acknowledgment of his right to obtain a share certificate, stating the number and class or series of shares held by him as shown on the securities register; and such share certificates and written acknowledgments shall, subject to the provisions of the Act, be in such form as the Board shall from time to time determine.

10.3 Allotment — Subject to the articles and any unanimous shareholder agreement the Board may from time to time issue shares of the Corporation, allot or grant conversion privileges, options or rights to acquire unissued shares of the Corporation at such times and to such persons and, subject to the provisions of Section 25 of the Act, for such consideration as the Board may determine.

10.4 Commissions — The Board may authorize the Corporation to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for shares of the Corporation,

10.5 Registration of Transfer — Subject to the provisions of the Act, no transfer of shares shall be registered in the securities register except upon:

(a)

presentation of the share certificate or acknowledgement of right to obtain a share certificate representing such shares, with an endorsement which complies with the Act made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance as the Board may from time to time prescribe that the endorsement is genuine and effective, and

(b)

payment of all applicable taxes and any fees {not exceeding the maximum amount prescribed by law, for each certificate issued pursuant to the transfer) prescribed by the Board, and

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(c) compliance with such restrictions on transfer as are set forth in the articles or any unanimous shareholder agreement.

10.6 Non-Recognition of Trusts — Subject to the provisions of the Act, the Corporation may treat as absolute owner of any share of the Corporation the person in whose name the share is registered in the Corporation’s securities register as if that person had full legal capacity and authority to exercise all rights of ownership, irrespective of any indication to the contrary through knowledge, notice, or description in the Corporation’s records, on the share certificate or in the acknowledgment of right to obtain a share certificate.

10.7 Joint Holders — If two or more persons are registered as joint holders of any security of the Corporation, the Corporation is not bound to issue more than one certificate and delivery of such certificate to one of such persons shall be sufficient delivery to all of them, and any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant or right issuable in respect of such security.

10.8 Deceased Security Holder, etc. — Subject to the articles and any unanimous shareholder agreement:

(a) a person shall be entitled to exercise all the rights of the security holder whom he represents if that person furnishes evidence as described in the Act to the Corporation that he is:

(i)	the executor, administrator, heir or legal representative of the heirs of the estate of a deceased security holder,
(ii)	the guardian, committee, trustee, curator or tutor representing a registered security holder who is an infant, an incompetent person or a missing person, or
(iii)	a liquidator of or a trustee in bankruptcy for a registered security holder;

(b)

if a person on whom the ownership of a security of the Corporation devolves by operation of law, other than a person described in subsection (a) of this section, furnishes proof of his authority to exercise rights or privileges in respect of a security of the Corporation that is not registered in his name, the Corporation shall treat that person as entitled to exercise those rights or privileges; and

(c)

a person who is the executor, administrator, heir or legal representative of the heirs of the estate of a deceased security holder is entitled to become a registered security holder or to designate a registered security holder upon compliance with the provisions of the Act.

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10.9 Replacement of Security Certificate — The Board may in its discretion direct the issue of a new security certificate in lieu of and upon cancellation of a security certificate that has been mutilated, or in substitution for a security certificate claimed to have been lost, destroyed or wrongfully taken, on payment of such fee (not exceeding $3.00) and on such terms as to indemnity (including an indemnity bond), reimbursement of expenses and evidence of loss, destruction, wrongful taking and of title as the Board may from time to time stipulate.

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PART XI — NOTICES

11.1 Method of Giving Notice — In addition to any other method of service permitted by the Act, any notice or document required by the Act, the regulations thereunder, the articles or the By-laws may be sent to any person entitled to receive such notice or document in the manner set out in the Act for service upon a Shareholder or director and by any means (electronic or otherwise) of communication or telecommunication with respect to which a written record is made.

11.2 Effective Notice — The following rules shall apply with respect to the effectiveness of sending or delivery of any notice or document:

(a)	Any notice or document required by the Act, the regulations under the Act, the articles or the By-laws to be given, sent or delivered to a Shareholder or director or to an officer or the auditor of the Corporation shall be sufficiently given, sent or delivered if it is delivered personally to such Shareholder, director, officer, or auditor, or if it is mailed by ordinary prepaid mail addressed to such Shareholder, director or officer at his latest address as shown in the records of the Corporation or to such auditor at his most recent address.
(b)	A notice or document delivered personally as aforesaid shall be deemed to have been given, sent or delivered on the date of the delivery.
(c)	Subject to the provisions of Section 11.4 of this By-law a notice or document mailed as aforesaid shall be deemed to have been received by the addressee at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the addressee did not receive the notice or document at the time or at all.

11.3 Notice of Directors Meetings — Notice of a meeting of directors shall be given at the times and in the manner specified or permitted pursuant to Sections 4.3, 11.1 and 11.2 of this By-law.

11.4 Notice of Shareholders Meeting — A notice of a meeting of Shareholders sent by mail to a Shareholder, director, or auditor in accordance with the provisions of Sections 8.5, 11.1 and 11.2 of this By-law shall be deemed to be sent to the Shareholder, director or auditor on the day on which it is deposited in the mail.

11.5 Notice of Special Resolution — The text of any special resolution to be submitted to a meeting shall be included in the notice of the meeting of Shareholders at which the special resolution is to be dealt with.

11.6 Undelivered Notice — If a Corporation sends a notice or document to any Shareholder by mail as hereinbefore provided and the notice or document is returned on three consecutive occasions because the Shareholder cannot be found, the

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Corporation is not required to give, send or deliver any further notices or documents to that Shareholder until he informs the Corporation in writing of his new address.

11.7 Notice to Joint Holders — If two or more persons are registered as joint holders of any security the giving, sending or delivery of any notice or document to any one of them shall be sufficient giving, sending or delivery of the notice or document to all of them.

11.8 Computation of Time — In computing the date when any notice must be given under any provision of the By-laws requiring a specified number of days notice of any meeting or other event, the date of giving the notice shall be excluded from the computation and the date of the meeting or other event shall not be included in the computation.

11.9 Waiver of Notice — Any Shareholder (or his duly appointed proxyholder), director, officer, auditor or member of a committee may at any time waive any notice or waive or abridge the time for any notice required to be given to him under any provision of the Act, the regulations thereunder, the articles, the By-laws or otherwise, and such waiver or abridgment, whether given before or after the meeting or other event of which the notice is required to be given, shall cure any defect in the giving or in the time of such notice as the case may be.

11.10 Signature on Notice — The signature on any notice to be given by the Corporation may be typewritten, lithographed, written, printed or otherwise mechanically reproduced.

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CERTIFICATE

The foregoing “By-law No. 1, A By-law relating generally to the transaction of the business and affairs of ADVANCE CANADA PROPERTIES INC. (the “Corporation”) was duly made by a resolution of the Directors of the Corporation passed on the 10th day of September, 2007.

/s/ Illegible 

Secretary 

CERTIFICATE

The foregoing “By-law No. 1, A By-law relating generally to the transaction of the business and affairs of ADVANCE CANADA PROPERTIES INC. (the “Corporation”) was duly made by a resolution of the Shareholders of the Corporation passed on the 10^th day of September, 2007.

/s/ Illegible 

Secretary 

EX-3.8(A)

Exhibit 3.8(a)

(Illegible)

ARTICLES OF INCORPORATION

OF

AMERICAN CHECK EXCHANGE, INC.

KNOW ALL MEN BY THESE PRESENTS:

     That we, the undersigned, having associated ourselves together for the purpose of forming a corporation under and by virtue of the laws of the State of Arizona, do hereby adopt the following original Articles of Incorporation:

ARTICLE I

     The name of the corporation shall be AMERICAN CHECK EXCHANGE, INC.

ARTICLE II

     The names and addresses of each of the incorporators are as follows:

David Michel	3400 E. Thomas Road Phoenix, Arizona 85018
Karl Jeffrey Erhart	3300 N. Central, #1400 Phoenix, Arizona 85012

ARTICLE III

     The purpose for which this corporation is organized include the transaction of any and all lawful business for which a corporation may be incorporated under the laws of the State of Arizona, as presently existing or hereafter amended.

     The character of business which the corporation initially intends actually to conduct in the State of Arizona is check cashing and providing other financial services to customers.

ARTICLE IV

     The aggregate authorized stock of the corporation shall be 1,000,000 shares of $0.25 par value.

ARTICLE V

     The number of directors constituting its initial board of directors is one. The name and address of the person who is to serve as such director until the first annual meeting of

(Illegible)

the stockholders, or until his successors have been elected and qualified, is:

David Michel 3400 E. Thomas Road
Phoenix, Arizona 85018

ARTICLE VI

     This corporation does hereby appoint PAUL E. GILBERT, whose address is 3300 North Central Avenue, Suite 1400, Phoenix, Arizona 85012, its initial statutory agent in and for the State of Arizona, for and on behalf of this corporation, to accept and acknowledge service of and upon whom may be served all necessary process or processes in any action, suit or proceeding that may be brought against said corporation in any of the court of the said State of Arizona, such service of process or notice, and the acceptance upon the corporation.

     IN WITNESS WHEREOF, we hereto affix our signatures this 2nd day of November, 1982.

/s/ David Michel  

DAVID MICHEL 

/s/ Karl Jeffrey Erhart  

KARL JEFFREY ERHART 

STATE OF ARIZONA	)
	)	ss.
Country of Maricopa	)

     On this, the 2nd day of November, 1982, before me, the undersigned Notary Public, personally appeared DAVID MICHEL, known to me to be the person whose name is subscribed to the within

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(Illegible)

instrument and acknowledge that he executed the same for the purposes therein contained.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/ Illegible  

Notary Public 

My Commission Expires:
March 17, 1983

STATE OF ARIZONA	)
	)	ss.
County of Maricopa	)

     On this, the 2^nd day of November, 1982, before me, the undersigned Notary Public, personally appeared KARL JEFFREY ERHART, known to me to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same for the purposes therein contained.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/ Illegible  

Notary Public 

My Commission Expires:
March 17, 1983

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(Illegible)

November 2, 1982

Arizona Corporation Commission
P.O. Box 6019
Phoenix, AZ 85005

RE: American Check Exchange, Inc.

     I, Paul E. Gilbert, having been designated to act as Statutory Agent, hereby consent to act in that capacity until renewal or resignation is submitted in accordance with the Arizona Revised Statutes.

/s/ Paul E. Gilbert  

(Illegible) (STAMP)

ARTICLES OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

AMERICAN CHECK EXCHANGE, INC.

     Pursuant to Arizona Revised Statutes, Sections 10-059, 10-061, and 10-062, AMERICAN CHECK EXCHANGE, INC. (the “Corporation”), an Arizona corporation, hereby certifies that:

     1. The present name of the Corporation is AMERICAN CHECK EXCHANGE, INC.

     2. The following Amendment to the Articles of Incorporation of the Corporation has been duly adopted.

          The present Article I has been deleted, and a new Article I has been substituted which reads as follows:

“ARTICLE I

     The name of the Corporation is ANY KIND CHECK CASHING CENTERS, INC. (the ‘Corporation’).”

     3. The sole stockholder of the Corporation unanimously adopted the foregoing Amendment on Dec. 31, 1985.

     4. There were four hundred (400) shares of the Corporation outstanding and entitled to vote the foregoing Amendment.

(Illegible)

     5. All of the outstanding shares of the Corporation were voted in favor of the foregoing Amendment.

     6. The foregoing Amendment does not provide for an exchange, reclassification, or cancellation of issued shares.

     7. The foregoing Amendment does not effect a change in the amount of stated capital of the Corporation.

     8. On Dec. 31, 1985, the Board of Directors, by written consent, unanimously adopted a resolution setting forth the proposed Amendment and directing that it be submitted to the sole stockholder.

     IN WITNESS WHEREOF, AMERICAN CHECK EXCHANGE, INC., has caused these Articles of Amendment to be signed and executed in its corporate name by its President and attested by its Secretary on this 31 day of December, 1985.

AMERICAN CHECK EXCHANGE, INC., an Arizona corporation
By	/s/ George Brimhall
	George Brimhall, President

ATTEST:
 

/s/ Leland J. Buttle  

Leland J. Buttle, Secretary 

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(Illegible)

STATE OF ARIZONA	)
	)	ss.
County of Maricopa	)

     I, the undersigned, a Notary Public in and for the jurisdiction aforesaid, do certify that on December 31, 1985, personally appeared GEORGE BRIMHALL and LELAND J. BUTTLE, President and Secretary, respectively, of AMERICAN CHECK EXCHANGE, INC., an Arizona corporation, and in the name of and on behalf of the Corporation acknowledged the foregoing Articles of Amendment to be the corporate act of the Corporation and who made oath in due form of law that the matters set forth in these Articles of Amendment are true to the best of their knowledge, information and belief.

     WITNESS MY HAND AND SEAL on the day and year first above written.

Notary Public 

My Commission Expires:

May 3, 1988

69.20.18

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(Illegible)

BGWM Service Corporation

Suite 1000 Great American Tower

3200 North Central Avenue

Phoenix, Arizona 85012-2417

November 27, 1987

(STAMP)

Arizona Corporation Commission
P.O. Box 6019
Phoenix, Arizona 85005

Re:   Any Kind Check Cashing Centers, Inc.
Your File No. 151230-3

Gentlemen:

     Effective immediately, please be advised that the address of the above-named corporation’s statutory agent has changed. The new address is:

   BGWM Service Corporation
* Suite 1000 Great American Tower
* 3200 North Central Avenue
   Phoenix, Arizona 85012

     Please affix your dated “Received” stamp to the enclosed copy of this letter and return it to me in the enclosed stamped, self-addressed envelope.

     Thank you for your assistance.

Sincerely,

BGWM Service Corporation
 

/s/ K. Layne Morrill  

K. Layne Morrill 

Vice President 

(STAMP)

STATE OF ARIZONA Office of the CORPORATION COMMISSION I, Ernest G. Johnson, Executive Director of the Arizona Corporation Commission, do hereby certify that the attached copy of the following document: STATEMENT OF CHANGE, 05/26/2006 consisting of 1 pages, is a true and complete copy of the original of said document on file with this office for: ANY KIND CHECK CASHING CENTERS, INC. ACC file number: -0151230-3 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Arizona Corporation Commission on this date: December 4, 2009. Executive Director By:

CORPORATION
STATEMENT OF CHANGE OF
KNOWN PLACE OF BUSINESS OR STATUTORY AGENT ADDRESS

1. The exact name of the Corporation on file with the Arizona Corporation Commission (ACC) is:

ANY KIND CHECK CASHING CENTERS, INC.

2. The ACC File Number is:

1512303

3. The address of the known place of business currently on file with the ACC is:

1436 LANCASTER AVE #210, BERWYN, PA 19312

4. The address of the current statutory agent on file with the ACC is:

3225 N CENTRAL AVE, PHOENIX, AZ 85012

5. The name of the current statutory agent is:

C T CORPORATION SYSTEM

6. The new address of the statutory agent in Arizona is:

2394 E. Camelback Road, Phoenix, AZ 85016

7. The statutory agent has given the entity written notice of this change.

8. If the entity indicates its address of the known place of business in Arizona is our (the statutory agent) address, please update accordingly.

Dated: May 19, 2006

CT CORPORATION SYSTEM
 

/s/ Kenneth J Uva  

Kenneth J Uva, Vice President 

Received
May 26, 2006
Arizona Corporation
Commission
Corporations Division

STATE OF ARIZONA

Office of the

CORPORATION COMMISSION

I, Ernest G, Johnson, Executive Director of the Arizona Corporation Commission, do hereby certify that the attached copy of the following document:

OFFICER/DIRECTOR CHANGE, 06/30/2008

consisting of 1 pages, is a true and complete copy of the original of said document on file with this office for:

ANY KIND CHECK CASHING CENTERS, INC.

ACC file number: -0151230-3

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Arizona Corporation Commission on this date: December 4, 2009.

Executive Director: By: Manager

Arizona Corporation Commission
Corporation Division — Annual Reports Section
1300 West Washington, 1^st Floor
Phoenix, AZ 85007-2929

Re: Change/Removal/Addition of Officers
Entity Names: Moneymart, Inc. — F-0975298-9
P D Recovery, Inc. — # F-1280685-0
Anykind Check Cashing Centers, Inc. — # 0151230-3(Illegible)
Monetary Management of Maryland, Inc. — # F-1386599-0

Dear Sir/Madam:

Please be advised that the Corporation Officers for the above entities have changed. Donald Gayhardt, the former President of the above entity is no longer with the company as of May 31, 2008. Kindly allow your records to refect such changes as indicated under the New List of Officers below.

(STAMP)

Old Officer List

Donald F. Gayhardt-President
Jeffrey A. Weiss-CEO
Peter J. Sokolowski — Secretary

New List of Officers

Jeffrey A. Weiss — CEO and Director
Randall L. Underwood — Executive Vice Pres, Chief Financial Officer and Director
Roy W. Hibberd — Secretary
Peter J. Sokolowski — Assistant Secretary

Thank you for your attention to this matter. Feel free to contact our Corporate Paralegal, Kim Love, with any questions or concerns at (610) 640-5923 or via email at Kim.Love@dfg.com.

Sincerely,
 

/s/ Peter J. Sokolowski  

Peter J. Sokolowski 

PS/kl 

• Daylesford Plaza

• 1436 Lancaster Avenue, Suite 210

• Berwyn, PA 19312

• 610-295-3400

• 610-296-2814 Fax

STATE OF ARIZONA

Office of the CORPORATION COMMISSION

I, Ernest G. Johnson, Executive Director of the Arizona Corporation Commission, do hereby certify that the attached copy of the following document:

STATEMENT OF CHANGE, 02/12/2009

consisting of 2 pages, is a true and complete copy of the original of said document on file with

this office for:

ANY KIND CHECK CASHING CENTERS, INC. ACC file number; -0151230-3

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Arizona Corporation Commission on this date: December 4, 2009.

Executive Director

NO FILING FEE REQUIRES

CORPORATION

STATEMENT OF CHANGE OF KNOWN PLACE OF BUSINESS OR STATUTORY AGENT

Pursuant to A.R.S. §§10-502,10-1508,10-11508 & 10-3502

NOTE: It is critical that the Corporation Commission receives information about the existing (old) official address and/or agent data as well as the new address or agent data. Please check with our Customer Phone Bank, (602) 542-3026 or our web site, www.azcc.gov/corp to obtain the correct informatian.

1. The exact name of the corporation on file with the Arizona Corporation Commission (ACC) is:

ANY KIND CHECK CASHING CENTERS, INC.

2. The ACC file number is 0151230-3

3. The known place of business currently on file with the ACC is: RECEIVED

1436 LANCASTER AVE #210 FEB 12 2009

BERWYN, PA 19312

4. The name and street address of the current statutory agent on file with the ACC is:

CT Corporation System

2394 East Camelback Road

Phoenix, AZ 85016

5. o(A) The known place of business in ARIZONA is to be changed. The street address

of the new known place of business is:

o (B) Foreign corporations only:

The known place of business in the State or Country in which the corporation was incorporated is to be changed. The new foreign address is:

Indicate which address the Annual Report should be mailed to: 5(A) 5(B)

6. o(A) The address of the statutory agent is to be changed.* (If the statutory agent has a P.O.

box or personal mail box (PMB) then he/she must also provide a physical location/address).

If only changing the statutory agent’s address, the statutory agent is the only individual who must sign this statement. * By signing this document, the statutory agent acknowledges that he/she has given the corporation written notice of this change.

Page 1 of 2

Corporation Name: any KIND check cashing centers, ING            File Number: 0151230-3

T (B) The statutory agent in ARIZONA is to be changed. The name and street address of the new statutory agent is:

National Registered Agents, Inc.

838 North Fifth Avenue

Phoenix, AZ 85003

The new statutory agent must accept his/her appointment as the new statutory agent

Acceptance of Appointment By Statutory Agent**

** (required only if a new statutory agent is being appointed)

The undersigned hereby acknowledges and accepts the appointment as statutory agent of the above-named corporation effective this 30^th day of January, 2009

Signature by: Norine Nagel Printed Name: Norine Nagel            Title: Assistant Secretary

National Registered Agents, Inc. if signing on behalf of a company, please print the company name here.

Statutory agent must sign only if changing his/her address (Item 6(A).

Dated this            day of ,

Signature:

Printed Name:

if signing on behalf of a company, please print the company name here

Changes to corporation(s) other than changes to a statutory agents address, must be executed by an officer of the corporation.

Dated this 3rd day of February, 2009

Signature:

Printed Name: Roy Hibberd

Title: Secretary

EX-3.8(B)

Exhibit 3.8(b)

BYLAWS
OF
AMERICAN CHECK EXCHANGE, INC.

ARTICLE I

Offices

     Section 1. Principal Offices. The principal office of the corporation in the State of Arizona shall be located in the City of Phoenix, the County of Marioopa.

     Section 2. Other Offices. The corporation may maintain other offices, either within or without the State of Arizona, as determined by the board of directors, whereat all business of the corporation may be transacted.

     Section 3. Known Place of Business. The known place of business of the corporation, as required by A.R.S. §10-012 to be maintained in the State of Arizona, may be, but need not be, identical with the office of its statutory agent in the State of Arizona. The address of the known place of business may be changed from time to time by the board of directors in accordance with A.R.S. §10-013.

ARTICLE II

Shareholders

     Section 1. Annual Meetings. The annual meetings of the shareholders of the corporation shall be held at Phoenix, Arizona on the first Monday in the month of November in each year, commencing with the year 1983, or at such other time on such other day within such month as shall be fixed by the board of directors, for the purpose of electing a board of directors for the ensuing year and for the transacting of such other business properly coming before said meeting. If the election of directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently possible.

     Section 2. Special Meetings. Special Meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by a majority of the board of directors, and shall be called by the president at the request in writing of the holders of not fewer

than one-tenth of all the shares entitled to vote at the meeting. Such request shall state the purpose or purposes of the proposed meeting.

     Section 3. Place of Meetings. The board of directors may designate any place, either within or without the State of Arizona, as the place of meeting for any annual meeting or for any special meeting. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place either within or without the State of Arizona, as the place for the holding of such a meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the known place of business of the corporation in the State of Arizona.

     Section 4. Notice of Meetings. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by an officer of the corporation at the direction of the person or persons calling the meeting. If mailed, such notice shall be deemed to be delivered when mailed to the shareholder at his address as it appears on the stock transfer books of the corporation.

          When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder entitled to vote at the meeting.

     Section 5. Fixing Date for Determination of Shareholders of Record. In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the board of directors of the corporation may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days nor less than ten (10) days prior to any other action.

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          A determination of the shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment or adjournments of the meeting held within thirty (30) days of the meeting; provided, however, that in its discretion the board of directors may fix a new record date for any adjourned meeting.

     Section 6. Voting Record. The officer or agent having charge of the stock transfer booksfor shares of the corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

      Section 7. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. All shares represented and entitled to vote on any single subject matter which may be brought before the meeting shall be counted for the purposes of a quorum. Only those shares entitled to vote on a particular subject matter shall be counted for the purposes of voting on that subject matter. Business may be conducted once a quorum is present and may continue until adjournment of the meeting notwithstanding the withdrawal or temporary absence of sufficient shares to reduce the number present to less than a quorum. Unless required by law, the affirmative vote of the majority of shares represented at the meeting and entitled to vote on a subject matter shall be the act of the shareholders; provided, however, that if the shares then represented are less than required to constitute a quorum, the affirmative vote must be such as would constitute a majority if a quorum were present and, provided further that the affirmative vote of the majority of the shares then present is sufficient in all cases to adjourn the meeting.

     Section 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the share itself or an interest in the corporation generally. A proxy is not revoked by

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the death or incapacity of the maker unless, before the vote is counted or a quorum is determined, written notice of the death or incapacity is given to the corporation.

     Section 9. Voting of Shares by Certain Holders. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the elections of directors of such other corporation is held by the corporation, shall neither be entitled to vote nor counted for quorum purposes; provided, however, that nothing herein shall be construed as limiting the right of the corporation to vote its own stock held by it in a fiduciary capacity.

          Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such other corporation may prescribe, or, in the absence of such provision, as the board of directors of such other corporation may determine.

          Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee, other than a trustee in bankruptcy, may be voted by him either in person or by proxy, but no such trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

          Shares standing in the name of a receiver, trustee in bankruptcy, or assignee for the benefit of creditors may be voted by such representative, either in person or by proxy. Shares held by or under the control of such a receiver or trustee may be voted by such receiver or trustee, either in person or by proxy, without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver or trustee was appointed.

          A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

          If shares stand in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or tenants by community property or otherwise, or if two or more persons have the same fiduciary relationship with respect to the same shares, unless the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the effect of (a) if

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only one votes, his act binds, (b) if more than one votes, the act of the majority so voting binds all, and (c) if more than one votes, but the vote is evenly split on any one particular matter, each fraction may vote the shares in question proportionally.

          Shares standing in the name of a married woman but not also standing in the name of her husband with such a designation of the mutual relationship on the certificate, may be voted and all rights incident thereto may be exercised in the same manner as if she were unmarried.

     Section 10. Voting Rights. Each outstanding share or fraction thereof shall be entitled to one vote or corresponding fraction thereof on each matter submitted to a vote at a meeting of shareholders, except as may be otherwise provided by law.

          At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

     Section 11. Action by Shareholders Without a Meeting. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect as the unanimous vote of the shareholders.

ARTICLE III

Directors

     Section 1. Powers of Directors. The business and affairs of the corporation shall be managed by its board of directors.

     Section 2. Number, Tenure and Qualifications. The number of directors of the corporation shall be from one (1) to seven (7). Each director shall hold office until the next succeeding annual meeting and until his successor shall have been duly elected and qualified, or until his earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. The directors need not be residents of the State of Arizona or shareholders of the corporation.

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     Section 3. Vacancies. Any vacancy occurring in the board of directors may be filled by the affirmative vote of the majority of the remaining directors, though not less than a quorum, or by a sole remaining director, and any so chosen shall hold office until the next election of directors when his successor is elected and qualified. Any newly created. directorship shall be deemed a vacancy. When one or more directors shall resign from the board, effective at a future time, a majority of the directors then in office, including those who have so resigned; shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as herein provided in the filling of other vacancies.

     Section 4. Removal. At a meeting of shareholders called expressly for that purpose and by a vote of the holders of a majority of the shares then entitled to vote at an election of the directors, any director or the entire board of directors may be removed, with or without cause. If less than the entire board is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors.

     Section 5. Quorum. A majority of the number of directors then serving shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than such majority is present at a meeting, the majority of the directors present may adjourn the meeting from time to time without further notice.

     Section 6. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

     Section 7. Regular and Special Meetings. Meetings of the board of directors, regular or special, may be held either within or without the state, and may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, their participation in such a meeting to constitute presence in person.

          Regular meetings of the board of directors may be held with or without notice as otherwise prescribed for special meetings hereinafter. Said regular meetings shall be held immediately after, and at the same place as, the annual meeting of shareholders.

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          Special meetings of the board of directors may by called by or at the request of the president or a majority of the board of directors.

     Section 8. Notice. Notice of any special meeting shall be given at least two (2) days previous thereto by written notice delivered personally, by telegram, or mailed to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.

          Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such, meeting.

     Section 9. Action Without a Meeting. Any action required or permitted to be taken by the board of directors at a meeting, may be taken without a meeting if all directors consent thereto in writing. Such consent shall have the same effect as a unanimous vote.

     Section 10. Compensation. By resolution of the board of directors, each director may be paid his expenses, if any, of attendance at each meeting of the board of directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the board of directors or both. Ho such payment shall preclude any director from serving the corporation in any other capacity such as an office of specifically designated agent and receiving compensation therefore.

     Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the secretary of the corporation before 5:00 of the afternoon of the next day which is not a holiday or a Saturday after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

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ARTICLE IV

Officers

     Section 1. Number. The officers of the corporation shall be a president, one or more vice-presidents (the number thereof to be determined by the board of directors), a secretary, and a treasurer, each of whom shall be elected by the board of directors. Such other officers, assistant officers and agents as may be deemed necessary may be elected or appointed, by the board of directors. Any two or more offices may be held by the same person, except the offices of president and secretary.

     Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently possible. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or until he shall have been removed in the manner hereinafter provided.

     Section 3. Removal. Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

     Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other reason, may be filled by the board of directors for the unexpired portion of the term.

     Section 5. President. The president shall be the principal executive officer of the corporation and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the corporation. He may sign, with the secretary or any other proper officer of the corporation duly authorized by the board of directors, certificates of stock, deeds, mortgages, bonds, contracts, instruments of conveyance, checks, drafts, notes, and other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution, thereof shall be otherwise expressly delegated by the board of directors, these Bylaws or law. The president, in general, shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

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     Section 6. Vice-Presidents. In the absence of the president or in the event of his death, inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties and exercise the powers of the president. Any vice-president shall have such powers and perform such duties as may be delegated to him by the board of directors.

     Section 7. Secretary. The secretary shall (a) keep the minutes of all meetings of the board of directors and of the stockholders, (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, (c) have charge of all the corporate books, records and accounts and of the seal of the corporation (d) see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized, (e) keep a register of the post office address of each shareholder which shall be furnished to the corporation by such shareholder, (f) sign with the president, or a vice-president, certificates for shares of the corporation, (g) have general charge of the stock transfer books of the corporation, and (h) in general perform all of the duties incident to the office of secretary, subject to the control of the board of directors.

     Section 8. Assistant Secretary. The assistant secretary, in the absence or disability of the secretary, shall perform the duties and exercise the power of the secretary.

     Section 9. Treasurer. The treasurer shall (a) have charge and custody of all funds and securities of the corporation, (b) receive and give receipt for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the board of directors, and (c) in general, perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the board of directors.

     Section 10. Assistant Treasurer. The assistant treasurer, in the absence or disability of the treasurer, shall perform the duties and exercise the powers of the treasurer.

     Section 11. Salaries. The compensation of all officers shall be fixed by resolution of the board of directors, except that the board of directors may authorize the President and/or

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the Vice-President to fix any compensation of any officer not exceeding a total amount or amounts specified by the board of directors.

ARTICLE V

Contracts, Loans, Checks and Deposits

     Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

     Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

     Section 3. Cheeks and Other Instruments. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

     Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.

ARTICLE VI

Certificates for Shares and Their Transfer

     Section 1. Certificates for Shares. Certificates representing the shares of the corporation shall be in such form as shall be determined by the board of directors. Such certificates shall be signed by the president or vice-president and by the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar, other than the corporation itself or an employee of the corporation. No certificate shall be issued for any share until such share is fully paid.

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     If the corporation is authorized to issue shares of more than one class, every certificate representing shares issued by the corporation shall set forth or summarize upon the face or back of the certificate, or shall state, that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations and relative rights of the shares of each class authorized to be issued, together with the variations in the relative rights and preferences between the various shares.

     Each certificate representing shares shall state upon the face thereof (a) that the corporation is organized under the laws of the State of Arizona, (b) the name of the person to whom issued, (c) the number, class and designation of the series, if any, which the certificate represents, and (d) the par value of each share represented by the certificate or a statement that the shares are without par value.

     Any restriction on the right to transfer shares and any reservation of lien on the shares shall be noted on the face or the back of the certificate by providing (a) a statement of the terms of such restriction or reservation, (b) a summary of the terms of such restriction or reservation and a statement that the corporation will mail to the shareholder a copy of such restrictions or reservations without charge within five (5) days after receipt of written notice therefore, (c) if the restriction or reservation is contained in the Articles of Incorporation or Bylaws of the corporation, or in an instrument in writing to which the corporation is a party, a statement to that effect and a statement that the corporation will mail to the shareholder a copy of such restriction or reservation without charge within five (5) days after receipt of written request therefore, or (d) if each such restriction or reservation is contained in an instrument in writing to which the corporation is not a party, a statement to that effect.

     Each certificate for shares shall be consecutively numbered or otherwise identified.

     Section 2. Transfer of Shares. Shares of the stock of the corporation shall be transferred on the stock transfer books of the corporation only by the holder thereof, or by his duly authorized representative, upon surrender of the certificate of a like number of shares properly endorsed.

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ARTICLE VII

Dividends

     The board of directors may, from time to time, declare and the corporation may pay dividends on the outstanding shares in the manner and upon the terms and conditions provided by law.

ARTICLE VIII

Corporate Seal

     The board of directors may provide a corporate seal which, in such event, shall be circular in form, shall have inscribed thereon the name of the corporation, the year of its incorporation, and the state of incorporation. The seal shall be in the custody of the secretary.

ARTICLE IX

Waiver of Notice

     Whenever any notice is required to be given to any shareholder or director of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends such meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE X

Amendment of Bylaws

     These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a vote of the majority of the board of directors or by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereon.

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CERTIFICATE

     I, Leland J. Buttle, the duly elected, qualified and acting Secretary of American Check Exchange, Inc., an Arizona corporation, do hereby certify that the above and foregoing are the Bylaws of this corporation duly and regularly adopted by the directors thereof at a meeting duly and regularly called and held at Phoenix, Arizona, on the 6th day of May, 1983.

     IN WITNESS WHEREOF, I have hereunto set my hand on this 27 day of May, 1983.

/s/ Leland J. Buttle  

Secretary 

PM-1.18

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EXHIBIT “A”
TO
ANY KIND CHECK CASHING CENTERS, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 of 3)

Article II, Section 1, is amended as follows;

Section 1. Annual Meetings. The annual meeting of the stockholders of the corporation for election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date and time and at such place, in or outside the Slate of Arizona, as may be determined by the Board of Directors.

Article II, Section 2, is amended as follows:

Section 2. Special Meetings. Special Meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chief Executive Officer, or in his absence the President, if any, or by a majority of the Board of Directors, and shall be called by the Chief Executive Officer, or in his absence the President, if any, at the request in writing of the holders of not fewer than one-tenth of all the shares entitled to vote at the meeting. Such request shall state the purpose or purposes of the proposed meeting.

Article III, Section 7, Last Paragraph is amended as follows:

Special meetings of the Board of Directors may be called at the request of the Chief Executive Officer, or in his absence, the President, if any, or a majority of the Board of Directors.

The remainder of this section remains unchanged.

Article IV, Section 1, is amended as follows:

Section 1. Officers. The officers of the corporation shall be a Chief Executive Officer, Executive Vice President, Chief Financial Officer, Senior Vice President and Secretary, each of whom shall be elected by the board of directors. Such other officers, assistant officers and agents as may be deemed necessary may be elected or appointed by the board of directors. Any two or more offices may be held by the same person, except the offices of Chief Executive Officer, President (if any) and Secretary.

EXHIBIT “A”
TO
ANY KIND CHECK CASHING CENTERS, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 of 3)

Article IV, Section 5, is amended as follows:

Section 5. Chief Executive Officer. The Chief Executive Officer shall be the principal executive officer of the corporation and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the corporation. He may sign, with the Secretary or any other proper officer of the corporation duly authorized by the board of directors duly authorized by the board of directors, certificates of stock, deeds, mortgages, bonds, contracts, instruments of conveyance, checks, drafts, notes, and other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof, shall be otherwise expressly delegated by the board of directors, these Bylaws or law. The Chief Executive Officer in general, shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the board of directors from time to time.

Section 5 (a). President. The President, if any. in the absence of the Chief Executive Officer, or in the event of his death, inability or refusal to act; the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as way be delegated to him by the Board of Directors or Chief Executive Officer.

Article IV, Section 9, is amended as follows:

Section 9. Chief Financial Officer. The Chief Financial Officer shall (a) have charge and custody of all funds and securities of the corporation, (b) receive and give receipt for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the board of directors, and (c) in general, perform all of the duties of the duties incident to the office of Chief Financial Officer and such other duties as from time to time may be assigned to him by the Chief Executive Officer of board of directors.

Article IV, Section 10, is amended as follows:

THIS SECTION IS LEFT INTENTIONALLY BLANK

EXHIBIT “A”
TO
ANY KIND CHECK CASHING CENTERS, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 3 of 3)

Article IV, Section 11, is amended as follows:

Section 11. Salaries. The compensation of all officers shall be fixed by resolution of the board of directors, except the board of directors may authorize Chief Executive Officer and/or President and/or Vice-President to fix any compensation of any officer not exceeding a total amount or amounts specified by the board of directors.

Article VI, Section 1, 1^st Paragraph, 2^nd Sentence, is amended as follows:

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the board of directors. Such certificates shall be signed by the Chief Executive Officer or President or Vice-president, and by the Secretary or Assistant Secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar, other than the corporation itself or an employee of the corporation. No certificate shall be issued for any share until such share is fully paid.

EX-3.9(A)

Exhibit 3.9(a)

ARTICLES OF INCORPORATION OF CASH UNLIMITED OF ARIZONA, INC. KNOW ALL NEW MY THESE PRESENTS: That we, the undersigned, have this day associated otherwise together for the purpose of forming a corporation under and pursuant to the laws of the State of Arizona, and for that purpose hereby adopt the following Articles of Incorporation: ARTICLE I The name of the corporation is Cash Unlimited Of Arizona, Inc. ARTICLE II The total number of shares which the corporation shall (illegible) authority to issue is 10,000, all shares shall be of common shares and all shares shall be without per value. ARTICLE III The purpose for which this corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the laws of the State of Arizona, as there may be amended from time to time. The business which the corporation initially intends to conduct includes services such as, but not limited to, cashing or checks and issuing money orders. ARTICLE IV The initial Board of Directors shall consist of two (2) Directors. The persons who are to serve as Directors until the first annual meeting of Shareholders or until their successors are elected and qualify are:

Gary Cruse 6336 East Joan De Arc Scottsdale, Arizona 85254 Deborah Cruse 6336 East Joan De Arc Scottsdale, Arizona 85254 The minimum and maximum number of Directors who shall from time to time serve the corporation shall be set forth in the Bylaws of the corporation. ARTICLE V The name and address of the initial statutory agent of the corporation is Teresa H. Foster, whose address is [•] East Highland Avenue, Suite 355, Phoenix, Arizona 85016, and who has been a bona fide resident of the State of Arizona for more than three (3) years. ARTICLE VI The street address of the corporation shall be 9022 North 13th Avenue, Phoenix, Arizona 85021. ARTICLE VII The incorporators of the corporation are: Gary Cruse 6336 East Joan De Arc Scottsdale, Arizona 85254 Deborah Cruse 6336 East Joan De Arc Scottsdale, Arizona 85254 All powers, duties and responsibility of the Incorporation shall cease at the time of delivery of these Articles of Incorporation in the Arizona Corporation Commission for filing.

ARTICLE VII This corporation shall indemnify, to the maximum extent from time to time permitted by applicable laws, any person who incurs liability or expense by reason of such person acting as an officer, director, employee, or agent of this corporation. This indemnification shall be mandatory in all circumstances in which indemnification is permitted by law. ARTICLE VII The private property of the Shareholders shall be except from all corporate debts of any kind whatsoever. IN WITNESS WHREOF, we, the undersigned, have hereunto signed our name this 16th day of January, 1996. /s/ Gary Cruse Gary Cruse /s/ Deborah Cruse Deborah Cruse STATE OF ARIZONA ) ) SS. Country of Maricopa ) The foregoing instrument was acknowledged before as this 16th day of January, 1996, by Gary Cruse and Deborah Cruse. /s/ Notary Public Notary Public My Commission Expires 1-1-2000

I, Teresa H. Foster, having been appointed to act as Statutory Agent, hereby consent to act in that capacity until removal or resignation is submitted in accordance with the Arizona Revised Statutes. /s/ Teresa H. Foster Teresa H. Foster, Statutory Agent

ARIZONA CORPORATION COMMISSION CORPORATIONS DIVISION

STATE OF ARIZONA Office of the CORPORATION COMMISSION I, Ernest G. Johnson, Executive Director of the Arizona Corporation Commission, do hereby certify that the attached copy of the following document: AGENT ADDRESS CHANGE, 05/26/2006 Consisting of 1 pages, is a true and complete copy of the original of said document on file with this office for: CASH UNLIMITED OF ARIZONA, INC. ACCE file number: -0767341-8 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Arizona Corporation Commission on this date: December 4, 2009 Executive Director By:

CORPORATION
STATEMENT OF CHANGE OF
KNOWN PLACE OF BUSINESS OR STATUTORY AGENT ADDRESS

1.	The exact name of the Corporation on file with the Arizona Corporation Commission (ACC) is: CASH UNLIMITED OF ARIZONA, INC.
2.	The ACC File Number is: 7673418
3.	The address of the known place of business currently on file with the ACC is: 1436 LANCASTER AVE #20, BERWYN, PA19312
4.	The address of the current statutory agent on file with the ACC is: 3225 N CENTRAL AVE, PHOENIX, AZ 85012
5.	The name of the current statutory agent is: C T CORPORATION SYSTEM
6.	The new address of the statutory agent in Arizona is: 2394 E. Camelback Road, Phoenix, AZ 85016
7.	The statutory agent has given the entity written notice of this change.
8.	If the entity indicates its address of the known place of business in Arizona is our (the statutory agent) address, please update accordingly.

Dated: May 19, 2006

CT CORPORATION SYSTEM
 

/s/ Kenneth J Uva  

Kenneth J Uva, Vice President 

Received
May 26, 2006
Arizona Corporation
Commission
Corporation Division

STATE OF ARIZONA Office of the CORPORATION COMMISSION I, Ernest G. Johnson, Executive Director of the Arizona Corporation Commission, do hereby certify that the attached copy of the following document: STATEMENT OF CHANGEMENT, 02/12/2009 Consisting of 2 pages, is a true and complete copy of the original of said document on file with this office for: CASH UNLIMITED OF ARIZONA, INC. ACCE file number: -0767341-8 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Arizona Corporation Commission on this date: December 4, 2009 Executive Director By:

AZ Corp. commission 02676762 NO FILING FEE REQUIRED CORPORATION STATEMENT OF CHANGE OF KNOWN PLACE OF BUSINESS OR STATUTORY AGENT Pursuant to A.R,S $$10-502, 10-1508, 10-11508 & 10-3502 NOTE: It is critical that the Corporation Commission receive information about the existing (old) official address and/or agent data as well the new address or agent data. Please check with out Customer Phone Bank, (602) 542-3026 or our web site, www.azcc.gov/corp to obtain the correct information 1. the exact name of the corporation on file with the Arizona Corporation Commission (ACC) is: Cash Unlimited of Arizona, Inc 2. The ACC file number is -0767341-8 3. The known place of business currently on file with the ACC is: RECEIVED FEB 12 2009 ARIZONA CORP COMMISSION CORPORATION DIVISION 1436 LANCASTER AVE # 210 BERWYN, PA 19312 4. The name and street address of the current statutory agent on file with the ACC is: CT Corporation System 2394 East Camelback Road Phoenix, AZ 85016 5. ( ) (A) The known place of business in ARIZONA is to be changes. The street address of the new known place of business is: ___

( ) (B) Foreign corporations only: The known place of business in the State or Country in which the corporation was incorporated is to be changed. The new foreign address is: ___

Indicate with address the Annual Report should be mailed to: 5(A)___5(B)___ 6. ( )(A) The address of the statutory agent is to be changed. *(If the statutory agent has a P.O. box or personal mail box (PMB) then he/she must also provide a physical location/address). ___ ___ If only changing the statutory agent’s address, the statutory agent is the only individual who must sign this statement. *By signing this document, the statutory agent acknowledges that he/she has given the corporation written notice of this change. AR: 0009 Arizona Corporation Commission REV: 10/2006 Corporation Division Page 1 of 2

Corporation Name: Cash Unlimited of Arizona, Inc. File Number: -0767341-8 (X) (B) The statutory agent in ARIZONA is to be changed. The name and street address of the new statutory agent is: National Registered Agents, Inc. 638 North Fifth Avenue Phoenix, AZ 85003 The new statutory agent must accept his/her appointment as the new statutory agent. Acceptance of Appointment By Statutory Agent** **(required only if a new statutory agent is being appointed) The undersigned hereby acknowledges and accepts the appointment as statutory agent of the above-named corporation effective this 30^th day of January, 2009 Signature: by Printed Name: Norine Nagel Title: Assistant Secretary National Registered Agents, Inc. If signing on behalf of a company, please print the company name here. Statutory agent must sign only            Changes to corporation(s) other than changes to if changing his/her address            a statutory agent’s address, must be executed (Item 6(A)). by an officer of the corporation. Dated this ___day of            Dated this 3^rd day of February, 2009 ___Signature: ___ Signature: ___Printed Name: Roy Hibberd Printed Name: Title: Secretary ___ If signing on behalf of a company, please print the company name here. AR: 0009 Arizona Corporation Commission REV: 10/2008 Corporation Division Page 2 of 2

EX-3.9(B)

Exhibit 3.9(b)

BY-LAWS

OF

CASH UNLIMITED OF ARIZONA, INC.

ARTICLE I.

STOCKHOLDERS’ MEETINGS

     Section 1. Annual Meetings. The annual meetings of the stockholders shall be held at 9:00 o’clock A.M., on the 3rd Friday of January of each year at the principal office of the corporation provided, however, that whenever such date falls upon a legal holiday the meeting shall be held on the next succeeding business day. At such meeting of the stockholders, the stockholders shall elect directors to serve until their successors shall be elected and qualified.

     Section 2. Special Meetings. Special meetings of the stockholders may be held at the principal office of the Company whenever called in writing by the President, the Vice President, a majority of the Board of Directors, or the holder of twenty-five percent of the issued and outstanding stock,

     Section 3. The calls and notices of all meetings of stockholders shall conform to the provisions of ARTICLE VIII of these by-laws.

     Section 4. The President, and in his absence, the Vice President, shall preside at all such meetings.

     Section 5. The cumulative system of voting as required by the laws of the State of Arizona shall be followed in the election of Directors. On all other matters, each stockholder shall be entitled to cast one vote for each share of stock held in his name. All votes may be cast by the stockholders either in person or by proxy. All proxies shall be in writing and shall be filed with the Secretary. If instructed, the Secretary shall enter a record of suchproxies in the minutes of the meeting.

     Section 6. Registered Stockholders. At all meetings of the stockholders, only such persons shall be entitled to vote in person or by proxy as appear as stockholders upon the transfer books of the corporation ten days preceding the date of the meeting unless the stockholders, by a majority vote of the issued and outstanding stock, by resolution grant the privilege of voting to

stockholders appearing as stockholders upon a later transfer date preceding such meeting.

     Section 7. Quorum. At any meeting of the stockholders, the holders of a majority of the issued and outstanding shares of the corporation present in person or by proxy shall constitute a quorum of the stockholders for all purposes. In the absence of a quorum of the stockholders, the chairman of the meeting may adjourn the meeting from time to time, without notice other than by announcement at the meeting, until holders of the amount of stock requisite to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

     Section 8. All informalities and/or irregularities in calls, notices of meeting and in the matter of voting, form of proxies, credentials, and method of ascertaining those present, shall be deemed waived if no objection is made at the meeting.

ARTICLE II.

Board of Directors

     Section 1. The business and property of the corporation shall be managed by its Board of Directors, consisting of two.

     Section 2. Vacancies. In case of any vacancy in the Board of Directors, the remaining members of the Board may-elect a successor director or directors to hold office until the next meeting of the stockholders if, at the time such directors filling any such vacancies shall be the owners of a sufficient amount of the issued and outstanding capital stock of the company elect such director or directors, or if they receive the written consent of the holders of so much of said stock to such election. Any meeting at which such director or directors may be elected shall be deemed a stockholders’ meeting insofar as the election of such director or directors may be concerned.

     Section 3. Regular Meetings. The regular meetings of the directors shall be held at the principal office of the corporation immediately after the adjournment of each annual stockholders’ meeting; and also at such other times at regular intervals as the Board of Directors may from time to time by resolution require.

     Section 4. Special Meetings. Special meetings of the Board of Directors shall be held at the same place whenever called by the President, the Vice President or by a majority of the Board. By unanimous consent of the directors, special meetings of the Board may be held without call or notice at any time or place. Notice of all calls and meetings of the Board of Directors shall be as provided in ARTICLE VIII of these by-laws.

     Section 5. Quorum. General business of the corporation shall be transacted at a Board of Directors’ meeting only upon a

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quorum of all Directors being present in person or by proxy and by the affirmative majority vote of the Board of Directors.

ARTICLE III.

Officers

     Section 1. Directors shall elect the officers of the corporation as provided in the Articles of Incorporation, and such officers shall be elected at the first meeting of the Directors immediately following the annual meeting of the stockholders.

     Section 2. The Board of Directors may appoint such other officers as they shall deem necessary, who shall have such authority to perform such duties as may fee prescribed from time to time by the Board of Directors.

     Section 3. All officers and agents shall be subject to removal at any time by the affirmative majority vote of the whole Board of Directors.

ARTICLE IV.

President

     The President shall be the chief executive of the Company, and shall exercise general supervision over its property and its affairs. He shall sign on behalf of the Company all certificates of stock, conveyances, mortgages and contracts, and shall do and perform all acts and things which the Board of Directors may require of him. He shall receive such compensation for his services as may be fixed by the Board of Directors.

ARTICLE V.

Vice President

     In the event of the President’s absence or inability to act, the Vice President shall have the powers of the President. He shall perform such other duties as the Board of Directors may impose upon him, and shall receive such compensation as may be fixed by the Board of Directors.

ARTICLE VI.

Secretary

     The Secretary shall keep the minutes of the Company, and such books as the by-laws or the resolution of the Directors may require him to keep. He shall sign on behalf of the Company all certificates of stock, conveyances, mortgages and contracts, shall be custodian of the Seal of the company, and shall affix the Seal to all papers and instruments requiring it, should said Seal be resolved to be required for the corporation. Said secretary shall perform such other services as the Board of Directors may impose

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upon the Secretary, and shall receive such compensation as the Board may allow.

ARTICLE VII.

Treasurer

     The Treasurer shall have the custody and control of the funds of the Company, subject to the action of the Board of Directors, and shall report the state of the finances of the Company at each annual meeting of the stockholders, and at any special meeting of the directors when requested by the President so to do. He shall perform such other services as the Board of Directors may require of him and shall receive such compensation as the Board of Directors may allow.

ARTICLE VIII.

Calls and Notices of Meetings

     Section 1. Whenever all of the stockholders shall meet in person or by proxy, such meetings shall be valid for all purposes without call or notice, and at such meetings any corporate action may be taken. Whenever all of the directors meet, such meetings shall be valid for all purposes without call or notice. No call or notice of any meeting of stockholders or directors shall be necessary if waiver of call and notice be signed by all of the stockholders or directors,whichever the case may be.

     Section 2. At least ten days (inclusive of the date of meeting) before the date of any meeting of the stockholders, the Secretary, when requested by the President (or in his absence, the Vice President), or a majority of the Board of Directors, shall cause a written notice setting forth the time, place and general purpose of the meetings, to be delivered personally or by mail, with postage prepaid, to each stockholder of record at his last post office address as it appears on the books of the company.

     Section 3. Regular or special meetings of the Board of Directors may be called by the President (or in his absence, the Vice President), or by a majority of the Board of Directors, and notice of such meeting shall be given by the Secretary at least twenty-four hours before the time fixed for the meeting, and such notice shall specify the time, place, and general purpose of the meeting, and shall be delivered personally or mailed postage prepaid, to each Director at his last post office address as it appears on the books of the company.

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ARTICLE IX.

Seal

     The Seal of the Corporation shall be impressed as follows:

ARTICLE X.

Stock Certificates

     Section 1. Forms of Certificate. Each certificate of stock shall express on its face no par value per share, and shall indicate that the shares are fully paid and non-assessable.

     Section 2. Issuance. All certificates of stock shall be signed by the President or Vice President and by the Secretary, and the Seal of the company shall be impressed thereon. The name of the owner of each certificate and the number of shares represented by it shall be entered on its stub, and each certificate issued by the company shall be receipted for by the person receiving it or by his duly authorized agent, either on the stub of the certificate or on a separate receipt, which shall be kept by the Secretary.

     Section 3. Transfer. Certificates of stock shall be transferred by assignment made by the owner, his attorney in fact or legal representative, and by delivery of the certificate to the Secretary of the Company for transfer. Each certificate surrendered for transfer shall be marked “cancelled” by the Secretary and an incision on the certificate shall be made through the names of the subscribing officers, and the cancelled certificate shall be affixed to its stub.

     Section 4. Lost Certificates. Should the owner of any certificate of stock make application to the company for the issuance of a duplicate certificate by reason of the loss or destruction of his certificate, he shall accompany his application by an affidavit setting forth the time, place and circumstances of such loss or destruction. Should the Board of Directors be satisfied, from the matter set forth in said affidavit, the said certificate has been lost or destroyed, the Board of Directors may thereupon call upon the owner of said certificate to file with the Secretary of the company a bond in such amount and with such surety or sureties as the Board may determined, indemnifying the Company against such loss as it may suffer by reason of the issuance of a duplicate certificate or the refusal to recognize the certificate that was lost or destroyed. In the event of the approval of such bond by the Board of Directors, the Board may thereupon authorize the issuance of a duplicate certificate. The duplicate certificate

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the issuance of a duplicate certificate. The duplicate certificate shall be marked “Duplicate”, and the stub of the certificate lost or destroyed shall indicate the issuance of the duplicate.

ARTICLE XI.

Dividends

     Dividends on the issued and outstanding stock from the surplus or net profits of the Company may be declared by the Board of Directors from time to time.

ARTICLE XII.

Amendment and Repeal

     These by-laws may be amended and repealed, or new by-laws may be adopted, at any meeting of the stockholders, by a resolution adopted by the holders of a majority of the issued and outstanding stock. These by-laws may also be amended and repealed, or new by-laws may be adopted, at any meeting of the Board of Directors. No notice need be given of any action concerning these by-laws previous to any such meeting, if the proposed amendment, repeal or adoption of new by-laws is one of necessity arising out of such meeting, and is in furtherance of the legitimate aims of the corporation.

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EXHIBIT “A”
TO
CASH UNLIMITED OF ARIZONA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 of 3)

Article I, Section 1, is amended as follows:

Section 1. The annual meeting of the stockholders of the corporation for election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date and time and at such place, in or outside the State of Arizona, as may be determined by the Board of Directors.

Article I, Section 4, is amended as follows:

The Chief Executive Officer, and in his absence, a Vice President, shall preside at all such meetings.

Article II, Section 4 is amended as follows:

Section 4. Special Meetings. Special meetings of the Board of Directors shall be held at the same place whenever called by the Chief Executive Officer, President, a Vice-President or by a majority of the Board. By unanimous consent of the directors, special meetings of the Board may be held without call or notice at any time or place. Notice of all calls and meetings of the Board of Directors shall be as provided in Article VIII of the By-Laws.

Article III, Section 1, is amended as follows:

Officers

Section 1. The officers of the corporation shall be chosen by the Board of Directors, at the first meeting of Directors following the annual meeting of the stockholders, and shall be a Chief Executive Officer, Executive Vice President, Chief Financial Officer, Senior Vice President and Secretary. Any two or more offices may be held by the same person, except the offices of Chief Executive Officer, President (if any) and Secretary. The Board of Directors may also choose such other officers, assistant officers and agents as may be deemed necessary.

EXHIBIT “A”
TO
CASH UNLIMITED OF ARIZONA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 of 3)

Article IV, is amended as follows:

Chief Executive Officer

The Chief Executive Officer of the Company shall exercise general supervision over its property and its affairs. He shall sign on behalf of the Company all certificates of stock conveyances, mortgages and contracts, and shall do and perform all acts and things which the Board of Directors may require of him. He shall receive such compensation for his services as may be fixed by the Board of Directors.

Article IV, is further amended as follows:

Article IV (a)

President

The President, if any, in the absence of the Chief Executive Officer, or in the event of his death inability or refusal to act; the President shall perform the duties and exercise the powers of the Chief Executive Office. The President shall have such powers and perform such other duties as may be delegated to him by the Board of Directors or Chief Executive Officer.

Article VII, is amended as follows:

Chief Financial Officer

The Chief Financial Officer shall have the custody and control of the funds of the Company, subject to the action of the Board of Directors, and shall report the state of finances of the Company at each annual meeting of the stockholders, and at any special meeting of the directors when requested be the Chief Executive Officer to do so. He shall perform such other services as the Board of Directors may require of him and shall receive such compensation as the Board of Directors may allow.

EXHIBIT “A”
TO
CASH UNLIMITED OF ARIZONA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 3 of 3)

Article VIII, Section 3, is amended as follows:

Section 3. Regular and special meetings of the Board of Directors may be called by the Chief Executive Officer, or in his absence the President, or in the absence of the Chief Executive Officer and President, any Vice-President, or by a majority of the Board of Directors, and notice of such meeting shall be given by the Secretary at least twenty-four hours before the time fixed for the meeting, and such notice shall specify the time, place and general purpose of the meeting, and shall be delivered personally or mailed postage prepaid, to each Director at his last post office address as it appears on the books of the company.

Article X, Section 2, 1^st Sentence, is amended as follows:

Section 2. Issuance. All certificates of stock shall be signed by the Chief Executive Officer or President or Vice-President and by the Secretary, and the Seal of the Company shall be impressed thereon.

The remainder of this section remains unchanged.

EX-3.10(A)

     Exhibit 3.10(a)

State of Delaware
Secretary of State
Division of Corporations
Delivered 02:02 PM 12/18/2006
FILED 01:50 PM 12/18/2006
SRV 061157290 — 4269690 FILE

CERTIFICATE OF INCORPORATION

-of-

MONEYMART TEMP FLORIDA, INC.

(a Delaware corporation)

     The undersigned, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

     FIRST: The name of the corporation (hereinafter called the “corporation”) is

MONEYMART TEMP FLORIDA, INC.

     SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, In the City of Wilmington, County of New Castle, and the State of Delaware, and the name of the registered agent of the Corporation in the State of Delaware at said address is The Corporation Trust Company.

     THIRD: The nature of the business and the purposes to be conducted and promoted by the corporation are as follows:

     To conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the Stats of Delaware.

     FOURTH: The aggregate number of shares of stock that the Corporation shall have authority to issue is 1,000 shares, par value $0.001 per share, all of which shall be of the same class and all of which are designated as common stock.

     FIFTH : The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
HILARY B. MILLER	112 Parsonage Road Greenwich, Connecticut 06830-3942

     SIXTH: The corporation is to have perpetual existence.

Certificate of Incorporation of MONEYMART TEMP FLORIDA, INC. Page 1 of 4 Pages

     SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under § 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the ease may be, and also on this corporation.

     EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

     1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase “whole Board” and the phrase “total number of directors” shall he deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.

     2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be,, in accordance with the provisions of § 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that

Certificate of Incorporation of MONEYMART TEMP FLORIDA, INC. Page 2 of 4 Pages

any provision for the classification of directors of the corporation, for staggered terms pursuant to the provisions of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

     8. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

     NINTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

     TENTH: The corporation shall, to the fullest extent permitted by the provisions of § 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

     ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized

Certificate of Incorporation of MONEYMART TEMP FLORIDA, INC. Page 3 of 4 Pages

by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH.

Dated: December 16, 2006.

/s/ Hilary B. Miller  

Hilary B. Miller 

Incorporator 

Certificate of Incorporation of MONEYMART TEMP FLORIDA, INC. Page 4 of 4 Pages

State of Delaware
Secretary of State
Division of Corporations
Delivered 09:57 PM 12/22/2006
FILED 09:57 PM 12/22/2006
SRV 061183771 — 4269690 FILE

CERTIFICATE OF MERGER

-of-

CHECK MART OF FLORIDA, INC.
(a Florida corporation)

- with and into -

MONEYMART TEMP FLORIDA, INC.
(a Delaware corporation)

     It is hereby certified that:

     1. The constituent business corporations participating in the merger herein certified are:

     (a) MONEYMART TEMP FLORIDA, INC (“Newcorp”), which is incorporated under the laws of the State of Delaware; and

     (b) CHECK MART OF FLORIDA, INC. (“Oldcorp”), which is incorporated under the laws of the State of Florida, the authorized capital of which consists of 100 shares of common stock.

     2. An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the aforesaid constituent corporations in, accordance with the provisions of subsection (c) of Section 252 of the General Corporation Law of the State of Delaware, to wit, by Newcorp in the same manner as is provided in Section 251 of the General Corporation Law of the State of Delaware and by Oldcorp in accordance with the laws of the State of its incorporation.

     3. The merger is to become effective on December 31, 2006.

     4. The surviving corporation in the merger herein certified is Newcorp, which will continue its existence as said surviving corporation under the name CHECK MART OF FLORIDA, INC. upon the effective date of said merger pursuant to the provisions of the laws of the State of Delaware.

     5. The certificate of incorporation of Newcorp, as now in force and effect, shall continue to be the certificate of incorporation of said surviving corporation until amended and changed pursuant to the provisions of the laws of the State of Delaware except as set forth in the following paragraph.

     6. The certificate of incorporation of Newcorp is to be amended and changed by reason of the merger herein certified by striking out article FIRST thereof, relating to the name of said surviving corporation, and by substituting in lieu thereof the following article:

Certificate of Merger — Check Mart of Florida, Inc. Page 1 of 2 Pages

     FIRST: The name of the corporation (hereinafter called the “corporation”) is CHECK MART OF FLORIDA, INC.

     7. The executed Agreement of Merger between the aforesaid constituent corporations is on file at an office of the aforesaid surviving corporation, the address of which is as follows: 1436 Lancaster Avenue, Suite 300, Berwyn, Pennsylvania 19312-1288.

     8. A copy of the aforesaid Agreement of Merger will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations.

     Dated: December 21, 2006

CHECK MART OF FLORIDA, INC.
By:	/s/ Peter J. Sokolowski
	Peter J. Sokolowski
	Vice President
MONEYMART TEMP FLORIDA, INC.
By:	/s/ Peter J. Sokolowski
	Peter J. Sokolowski
	Vice President

Certificate of Merger — Check Mart of Florida, Inc. Page 2 of 2 Pages

State of Delaware
Secretary of State
Division of Corporations
Delivered 06:45 PM 01/22/2009
FILED 06:09 PM 01/22/2009
SRV 090060829 — 4269690 FILE

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT

It is hereby certified that:

          1. The name of the corporation (hereinafter called the “Corporation”) is Check Mart of Florida, Inc.

          2. The registered office of the Corporation within the State of Delaware is hereby changed to 160 Greentree Drive, Suite 101, City of Dover 19904, County of Kent.

          3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

          4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on January 20, 2009.
 

/s/ Roy Hibberd  

Roy Hibberd, Secretary 

EX-3.10(B)

Exhibit 3.10(b)

BY-LAWS

OF

CHECK MART OF FLORIDA, INC.

A FLORIDA CORPORATION

ARTICLE I

SHAREHOLDERS

     1.1 Annual Meeting: A meeting of shareholders shall be held each year for the election of directors and for the transaction of any other business that may come before the meeting. The time and place of the meeting shall be designated by the Board of Directors.

     1.2 Special Meeting: Special meetings of the shareholders, for any purpose(s) shall be held (a) when directed by the Board of Directors, or (b) at the request of the holders of not less than one tenth of all outstanding shares of the corporation entitled to vote on any issue proposed to be considered at the meeting upon delivery of a written demand signed and dated. The notice of the meeting shall be given and delivered to the Corporation’s secretary describing the purpose of the meeting. Within 60 days of such delivery, the notice of the meeting shall be given.

     1.3 Place of Meeting and Principal Office of the Corporation: The Board of Directors may designate any place, either within or without the State of Florida, as the place of meeting for any annual or special meeting of the shareholders. If no designation is made, the place of meeting shall be the principal office of the corporation. The principal office of the corporation shall be as set forth in its Articles of Incorporation.

     1.4 Action Without a Meeting: Unless otherwise provided in the articles of incorporation, action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote if the action is taken by the holders of outstanding shares of each voting group entitled to vote on it having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote were present and voted. In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving shareholders having the requisite number of votes of each voting group entitled to vote, and delivered to the corporation at its principal office in Florida or its principal place of business, or to the corporate secretary or another office or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. No written consent shall be effective to take corporate action unless, within 60 days of the date of the earliest dated consent delivered in the manner required by this section, written consents signed by the number of holders required to take action are delivered to the corporation.

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     Any written consent may be revoked before the date that the corporation receives the required number of consents to authorize the proposed action. No revocation is effective unless in writing and until received by the corporation at its principal office or its principal place of business, or received by the corporate secretary or other office or agency of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded.

     Within ten days after obtaining authorization by written consent, notice must be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action and, if the action is one for which dissenters’ rights are provided, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with applicable law.

     A consent signed as required by this section has the effect of a meeting vote and may be described as such in any document.

     Whenever action is taken as provided in this section, the written consent of the shareholders consenting or the written reports of inspectors appointed to tabulate such consents shall be filed with the minutes of proceedings of shareholders.

     1.5 Notice of Meeting: Except as provided in F.S. Chapter 607, the Florida Business Corporation Act, written or printed notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by first-class mail, by, or at the direction of, the president or the secretary, or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at the meeting. If the notice is mailed at least 30 days before the date of the meeting, it may be effected by a class of United States mail other than first-class. If mailed, the notice shall be effective when mailed, if mailed, postage prepaid and correctly addressed to the shareholder’s address shown in the current record of shareholders of the corporation.

     Notice of an annual meeting need not include a description of the purposes for which the meeting is called. Notice of a special meeting shall include a description of the purposes for which the meeting is called. When a meeting takes place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this section to each shareholder of record on the new record date entitled to vote at such meeting.

     1.6 Waiver of Notice of Meeting: Whenever any notice is required to be given to any shareholder, a waiver in writing signed by the person or persons entitled to such notice, whether signed before, during, or after the time of the meeting and delivered to the corporation for inclusion in the minutes or filing with the corporate records, shall be equivalent to the giving of such notice. Attendance of a person at a meeting shall constitute a waiver of (a) lack of or defective notice of the meeting, unless the person objects at the beginning of the meeting to the

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holding of the meeting or the transacting of any business at the meeting or (b) lack of defective notice of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice, unless the person objects to considering the matter when it is presented.

     1.7 Fixing of Record Date: In order that the corporation may determine the shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to demand a special meeting, the Board of Directors shall fix, in advance, a record date, not more than 70 days before the date of the meeting or any other action. A determination of shareholders of record entitled to notice of, or to vote at, a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

     If no prior action is required by the Board, the record date for determining shareholders entitled to take action without a meeting is the date the first signed written consent is delivered to the corporation under Section 1.4 of this Article.

     1.8 Voting Record: After fixing a record date for a meeting of shareholders, the corporation shall prepare an alphabetical list of the names of all its shareholders entitled to notice of the meeting, arranged by voting group with the address of, and the number, class, and series, if any, of shares held by, each shareholder. The shareholders’ list must be available for inspection by any shareholder for a period of ten days before the meeting or such shorter time as exists between the record date and the meeting and continuing through the meeting at the corporation’s principal office, at a place identified in the meeting notice in the city where the meeting will be held, or at the office of the corporation’s transfer agent or registrar. Any shareholder of the corporation or the shareholder’s agent or attorney is entitled on written demand to inspect the shareholders’ list (provided the demand is made in good faith and for a proper purpose, the shareholder describes his or her purpose; and the lists are corrected for that purpose) during regular business hours and at the shareholder’s expense, during the period it is available for inspection.

     The corporation shall make the shareholders’ list available at the meeting of shareholders, and any shareholder or the shareholder’s agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.

     1.9 Voting Per Share: Except as otherwise provided in the articles of incorporation or by F.S. 607.0721, each shareholder is entitled to one vote for each outstanding share held by him or her on each matter voted at a shareholders’ meeting.

     1.10 Voting of Shares: A shareholder may vote at any meeting of shareholders of the corporation, either in person or by proxy.

     Shares standing in the name of another corporation domestic or foreign, may be voted by the officer, agent, or proxy designated by the by-laws of the corporate shareholder, or in the absence of any applicable by-law, by a person or persons designated by the board of directors of the corporate shareholder. In the absence of any such designation or, in case of conflicting designation by the corporate shareholder, the chairman of the board, the president, any vice

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president, the secretary, and the treasurer of the corporate shareholder, in that order, shall be presumed to be fully authorized to vote the shares.

     Shares held by an administrator, executor, guardian, personal representative, or conservator may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name. Shares standing in the name of a trustee may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name or the name of his or her nominee.

     Shares held by, or under the control of, a receiver, a trustee in bankruptcy proceedings, or any assignee for the benefit of creditors may be voted by such person without the transfer into his or her name.

     If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given notice to the contrary and furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, then acts with respect to voting shall have the following effect: (a) if only one votes, in person or by proxy, that act binds all; (b) if more than one votes, in person or by proxy, then the act of the majority so voting; (c) if more than one votes, in person or by proxy, but the vote is evenly split on any particular matter, each faction is entitled to vote the share or shares in question proportionally; or (d) if the instrument or order so filed shows that any such tenancy is held in unequal interest, a majority or a vote evenly split for purposes hereof shall be a majority or a vote evenly split in interest. The principles of this paragraph shall apply, insofar as possible, to execution of proxies, waivers, consents, or objections and for the purpose of ascertaining the presence of a quorum.

     1.11 Proxies: Any shareholder of the corporation, other person entitled to vote on behalf of a shareholder pursuant to F.S. 607.0721, or attorney-in-fact for such persons, may vote the shareholder’s shares in person or by proxy, or may appoint a proxy to vote or otherwise act for him or her by signing an appointment form or by electronic transmission. The electronic transmission shall contain such information to reasonably ensure that it was transmitted by such person, subject to verification requested by the corporation.

     An appointment of a proxy is effective when received by the Secretary of the corporation or such other officer or agent authorized to tabulate votes, and shall be valid for up to 11 months, unless a longer period is expressly provided in the appointment form.

     The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.

     An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

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     1.12 Quorum: Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Except as otherwise provided in the articles of incorporation or by law, a majority of the votes entitled to be cast on the matter by each voting group, shall constitute a quorum of that voting group for action or that matter. In no event shall a quorum consist of less than one third of the shares entitled to vote. If less than a majority of outstanding shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.

     Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

     1.13 Manner of Action: If a quorum is present, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless a greater or lesser number of affirmative votes is required by the Articles of Incorporation or by law.

     1.14 Voting for Directors: Unless otherwise provided in the Articles of Incorporation, Directors will be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

     1.15 Inspectors of Election: Before each shareholders’ meeting, the Board of Directors or President shall appoint one or more Inspectors of Election. Upon appointment, each Inspector shall take and sign an oath faithfully to execute the duties of inspector at the meeting with strict impartiality and to the best of his or her ability. Inspectors shall determine the number of shares outstanding, the number of shares present at the meeting, and whether a quorum is present. The Inspectors shall receive votes sad ballots and determine all challenges and questions as to the right to vote. The Inspectors shall count and tabulate all votes and ballots and determine the results. Inspectors shall perform other duties as are proper to conduct elections of directors and votes on other matters with fairness to all shareholders. Inspectors shall make a certificate of the results of elections of directors and votes on other matters. No inspector shall be a candidate for election as a director of the corporation.

ARTICLE II

BOARD OF DIRECTORS

     2.1 General Powers: Except as provided in the Articles of Incorporation and by law, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors.

     2.2 Number, Terms, Classification, and Qualification: The Board of Directors of the corporation shall consist of 2 persons. The number of directors may at any time and from time to time be increased or decreased by action of either the shareholders or the Board of Directors, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. A Director must be a natural person of at least 18 years of age, but need not be a citizen of the United States of America, a resident of the State of Florida, nor a shareholder

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of the corporation. Each Director shall hold office until a successor has been elected and qualified or until an earlier resignation, removal from office, or death.

     2.3 Regular Meetings: An annual regular meeting of the Board of Directors shall be held without notice immediately after, and at the same place as, the annual meeting of the shareholders and at such other time and place as may be determined by the Board of Directors. The Board may, at any time and from time to time, provide by resolution the time and place, either within or without the State of Florida, for the holding of additional regular meetings of the Board without notice other than the resolution.

     2.4 Special Meetings: Special meetings of the Board of Directors may be called by the chairman of the board, the president, or any two directors.

     The person or persons authorized to call special meetings of the Board may designate any place, either within or without the State of Florida, as the place for holding any special meeting of the Board called by them. If no designation is made, the place of the meeting shall be the principal office of the corporation in Florida.

     Notice of any special meeting of the Board may be given by any reasonable means, oral or written, and should be preceded by at least two days notice of the date, time and place of the meeting. Notice may be given either orally (by telephone or in person), or by written notice delivered personally or mailed to each director at his or her business or residence address. Neither the business to be transacted at, nor the purpose or purposes of any special meeting need to be specified in the notice or in any written waiver of notice of the meeting.

     2.5 Waiver of Notice of Meeting: Notice of a meeting of the Board of Directors need not be given to any Director who signs a written waiver of notice before, during, or after the meeting. Attendance of a Director at a meeting shall constitute a waiver of notice of the meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a Director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

     2.6 Quorum: A majority of the number of directors fixed by, or in the manner provided in, these by-laws shall constitute a quorum for the transaction of business. Whenever, for any reason, a vacancy occurs in the Board of Directors, a quorum shall consist of a majority of the remaining Directors until the vacancy has been filled.

     2.7 Manner of Action: The act of a majority of the Directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board of Directors.

     2.8 Presumption of Assent: A Director of the corporation who is present at a meeting of the Board of Directors or a committee of the Board when corporate action is taken shall be presumed to have assented to the action taken, unless he or she objects at the beginning of the meeting (or promptly upon arrival) to holding the meeting or transacting specific business at the meeting, or he or she votes against or abstains from the action taken.

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     2.9 Action Without a Meeting: Any action required or permitted to be taken at a meeting of the Board of Directors or a committee of it may be taken without a meeting if the action is taken by all members of the Board or the Committee. Action taken under this section is effective when the last Director signs the consent, unless the consent specifies a different effective date. A consent signed under this section shall have the effect of a meeting vote and may be described as such in any document.

     2.10 Meetings by Means of Conference Telephone Call or Similar Electronic Equipment: Members of the Board of Directors may participate in a meeting of the Board by means of a conference telephone call or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation by such means constitutes presence in person at a meeting.

     2.11 Resignation: Any Director may resign at any time by giving written notice to the corporation, the Board of Directors, or its Chairman. Resignation of any Director shall take effect when the notice is delivered unless the notice specifies a later effective date; in which event the Board may fill the pending vacancy before the effective date if they provide that the successor does not take office until the effective date.

     2.12 Removal: Any Director, or the entire Board of Directors, may be removed at any time, with or without cause, by action of the shareholders, unless the Articles of Incorporation provide that Directors may be removed only for cause. If a Director was elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that Director. The notice of the meeting of shareholders at which a vote is taken to remove a Director must state that the purpose or one of the purposes of the meeting is the removal of the Director or Directors.

     2.13 Vacancies: Any vacancy on the Board of Directors, including any vacancy created by reason of an increase in the number of Directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, or by the shareholders, unless the articles of incorporation provide otherwise.

     2.14 Compensation: Each Director may be paid the expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as a Director of a fixed sum for attendance at each meeting of the Board of Directors or both, as may from time to time be determined by action of the Board of Directors. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

ARTICLE III

COMMITTEES OF THE BOARD OF DIRECTORS

     3.1 Committees: The Board of Directors, by resolution adopted by a majority of the full Board, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, except as prohibited by F.S. 607.0825(1), as amended from time to time.

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     3.2 Composition of Committees: Each committee must have two or more members who serve at the pleasure of the Board. The Board of Directors, by resolution adopted in accordance with this article, may designate one or more directors as alternate members of any committee, who may act in the place and stead of any absent member or members at any meeting of the committee.

ARTICLE IV

OFFICERS

     4.1 Officers: The officers of the corporation shall be a president, vice president, a secretary, a treasurer and any other officers and assistant officers as may be deemed necessary, and as shall be approved, by the Board of Directors. Any two or more offices may be held by the same person.

     4.2 Appointment and Term of Office: The officers of the corporation shall be appointed annually by the Board of Directors at the first meeting of the Board held after the shareholders’ annual meeting. If the appointment of officers does not occur at this meeting, the appointment shall occur as soon thereafter as practicable. Each officer shall hold office until a successor has been duly appointed and qualified, or until an earlier resignation, removal from office, or death.

     4.3 Resignation: Any officer of the corporation may resign from his or her respective office or position by delivering notice to the corporation. The resignation is effective when delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date.

     4.4 Removal: Any officer of the corporation may be removed from his or her respective office or position at any time, with or without cause, by the Board of Directors.

     4.5 President: The President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, generally supervise and control all of the business and affairs of the corporation, and shall be present at all meetings of the shareholders, the Board of Directors, and all committees of the Board of Directors on which he or she may serve. In addition, the President shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the Board of Directors, and as are incident to the offices of President and Chief Executive Officer.

     4.6 Vice Presidents: Each Vice President shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the Board of Directors.

     4.7 Secretary: The Secretary shall keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required

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by law; be custodian of the corporate records and of the seal of the corporation; and keep a register of the post office address of each shareholder of the corporation. In addition, the Secretary shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the Board of Directors and as are incident to the office of Secretary.

     4.8 Treasurer: The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the corporation; receive and give receipts for money due and payable to the corporation from any source whatsoever, and deposit all such money in the name of the corporation in such banks, trust companies or other depositories as shall be used by the corporation. In addition, the Treasurer shall possess, and may exercise such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the Board of Directors and as are incident to the office of Treasurer.

     4.9 Other Officers. Employees, and Agents: Each and every other officer, employee, and agent of the corporation shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the Board of Directors, the officer appointing him or her, and such officer or officers who may from time to time be designated by the Board to exercise supervisory authority.

     4.10 Compensation: The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors.

ARTICLE V

CERTIFICATES OF STOCK

     5.1 Certificates for Shares: The board of directors shall determine whether shares of the corporation shall be uncertificated or certificated. If certificated shares are issued, certificates representing shares in the corporation shall be signed (either manually or by facsimile) by the President or Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of the corporation or a facsimile thereof. A certificate that has been signed by an officer or officers who later ceases to be such officer shall be valid.

     5.2 Transfer of Shares; Ownership of Shares: Transfers of shares of stock of the corporation shall be made only on the stock transfer books of the corporation, and only after the surrender to the corporation of the certificates representing such shares. Except as provided by F.S. 607.0721, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes and the corporation shall not be bound to recognize any equitable or other claim to, or interest in, such shares on the part of any other person, whether or not it shall have express or other notice thereof.

     5.3 Lost Certificates: The corporation shall issue a new stock certificate in the place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form that the certificate has been lost, destroyed, or wrongfully taken; (b) requests the issuance of a new certificate before the corporation has notice that the lost, destroyed, or wrongfully taken certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) at the discretion of the Board of Directors, gives bond in such

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form and amount as the corporation may direct, to indemnify the corporation, the transfer agent, and registrar against any claim that may be made on account of the alleged loss, destruction, or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the corporation.

ARTICLE VI

ACTIONS WITH RESPECT TO
SECURITIES OF OTHER CORPORATIONS

     Unless otherwise directed by the Board of Directors, the President or a designee of the President shall have power to vote and otherwise act on behalf of the corporation, in person or by proxy, at any meeting of shareholders of, or with respect to any action of shareholders of, any other corporation in which this corporation may hold securities and to otherwise exercise any and all rights and powers that the corporation may possess by reason of its ownership of securities in other corporations.

ARTICLE VII

AMENDMENTS

     These by-laws may he altered, amended, or repealed, and new by-laws may be adopted, by action of the Board of Directors, subject to the limitations of F.S. 607.1020(1). The shareholders of the corporation may alter, amend, or repeal these by-laws or adopt new by-laws even though these by-laws may also be amended or repealed by the Board of Directors,

ARTICLE VIII

CORPORATE SEAL

     The Board of Directors shall provide for a corporate seal which shall be circular and shall have the name of the corporation, the year of its incorporation, and the state of incorporation inscribed on it.

Dated: October 27, 2006

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EX-3.11(A)

Exhibit 3.11(a)

ARTICLES OF INCORPORATION

OF

CHECK MART OF LOUISIANA, INC.

     The undersigned, being a natural person of the age of 18 years or older, does hereby act as incorporator for the purpose of incorporating a business corporation under the Business Corporation law of the State of Louisiana.

     FIRST: The name of the corporation (hereinafter called the “Corporation”) is Check Mart of Louisiana, Inc.

     SECOND: The name and address of the initial registered office of the Corporation in the State of Louisiana is C T Corporation System, 85 50 United Plaza Boulevard, Baton Rouge, Louisiana 70809. The registered office of the Corporation in the State of Louisiana shall be deemed for venue and official publication purposes to be located in East Baton Rouge Parish.

     THIRD: The Corporation has as its purpose the engaging in any lawful act or activity for which corporations may be incorporated under the Business Corporation Law of the State of Louisiana, as from time to time amended or supplemented.

     FOURTH: The aggregate number of shares that the Corporation shall have authority to issue is 100, all of which shares shall be Common Shares having a par value of $0.01 each.

     FIFTH: The name and mailing address of the incorporator is John J.M. Selig, Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153.

     SIXTH: In furtherance and not in limitation of the powers conferred by law, the board of directors of the Corporation is expressly authorized to make, alter or repeal the By-laws of the Corporation, but any By-laws adopted by the board of directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

     SEVENTH: Notwithstanding any provisions in the By-laws to the contrary, each shareholder shall have one vote for each share entitled to vote on matters to be decided by a vote of the shareholders. There shall be no cumulative voting for the election of directors.

     EIGHTH: A director shall not be personally liable to the Corporation or its shareholders for damages for any breach of duty as a director, except for any matter in respect of which such director shall be liable by reason that, in addition to any and all other requirements for such liability, there shall have been a judgment or other final adjudication adverse to such director that establishes that such director’s acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that such director personally gained in fact a financial profit or other advantage to which such director was not legally entitled. Neither the amendment nor the repeal of this Article shall eliminate or reduce the effect of this Article in respect to any matter occurring, or any cause of action, suit or claim that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

     NINTH: The Corporation shall indemnify, to the fullest extent permitted by the Business Corporation Law of the State of Louisiana, as the same may be amended or supplemented from time to time, all persons whom it is permitted to indemnify pursuant thereto.

     IN WITNESS WHEREOF, the undersigned has duly executed these Articles of Incorporation on this 29th day of January, 1996.

State of New York	)
	)	s.s.
County of New York	)

Sworn and subscribed to before me this 30th day of Illigeble, 1996. /s/ Georgia Beach
Notary Public	/s/ John J.M. Selig
GEORGIA BEACH	John J.M. Selig
Notary Public, State of New York	Sole Incorporator
No.21-4907308
Qualified in New York Country
Commission Express Sept., 28, 1997

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W. Fox McKeithen Secretary of State DOMESTIC BUSINESS CORPORATION INITIAL REPORT (R.S. 12.25 and 12.101) 1. The name of this corporation is: Check Mart of Lonisidhe, Inc.2. The location and municipal address (note P.O. Box only) of this corporations registered office: CT Corporation System, 8550 United Plaza Benlewal, Baton Range, LA 70809. 3.The full name municipal address (not a P.O. Box only) of each of this corporations registered agent(s) is/are: CT Corporation System, 8550 United Plaza Benlewal, Baton Range, LA 70809. 4. The names and municipal addresses (not a P.O. Box only) of the directors are: Jerry A. Weiss Donald F. Gaybedt/Dollar Financial Group 1963, Lancaster Avenue, Suite 210 Berwyn, PA 19312. Incorporator(s) signature(s): AGENTS AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE I hereby acknowledge and accept the appointment of registered agent for and on behalf of the above named corporation. Registered agent(s) signature(s): Sworn to and subscribed before me this 31^st day of January, 1996. Notary

NOTICE OF NEW ADDRESS OF REGISTERED
AGENT FOR SERVICE OF PROCESS

     Notice is hereby given pursuant to Louisiana R.S. Title 12:104; 308; 236:1308; 1350 and 9:3432; 9:3422; 9:3401 of the new address of C T Corporation System in the State of Louisiana where process may be served for the demestic and foreign profit corporations, non profit corporations, limited liability companies and limited partnerships represented by C T Corporation System as shown on the records of the Secretary of State.

     The agent for service of process, C T Corporation System, was formerly located at: 8550 United Plaza Blvd., Baton Rouge, Louisiana 75809. The new address for the said agent for service of process is: 5615 Corporate Blvd, Suite 400B, Baton Rouge, Louisiana 70808.

     Please record the change of registered address for the entities shown on the record of the Secretary of State as being represented by C T Corporation System, as the registered agent. The list of entities is attached to this notice. These entities may now be served at the new address of the agent for service of process as set forth above as of the date of this document is received and filed with the Secretary of State of Louisiana.

     I, Kenneth Uva, Vice President of C T Corporation System, hereby declare the contents of this Notice true to the best of my knowledge and belief as of this 28^th day of January. 2008.

C T CORPORATION SYSTEM
 

/s/ Kenneth Uva  

Kenneth Uva, Vice President 

Swam to and subscribed before me, the undersigned Notary Public on this date: January 28, 2008.

/s/ Laurel Jean Wellington  

Notary Public
 

LAUREL JEAN WELLINGTON
Notary Public, State of New York
No 01WE6035039
Qualified in Kings County
Certificate Filed in New York County
Commission Expires Dec. 20. 2009

Al ater Secretary of state NOTICE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF REGISTERED AGENT (R. S. 12:104 & 12:236) Enclose $25 filing fee Domestic Corporation (Business or Non Profit) Make remittance payable to Secretary of state Do Not Send Cash Return to: Commercial Division P.O.Box 94125 Phone (225) 925-4704 Web Site: www.sos.lousisiana.gov Corporation name: Check Mart of Lousiana, Inc. CHANGE OF LOCATION OF REGISTERED OFFICE Notice is hereby given that the Board of Directors of the above named corporation has authorized a change in the location of the corporations registered office. The new registered office is located at: To be signed by an article or a director Date CHANGE OF REGISTERED AGENT(S) Notice is hereby given that the Board of Directors of the above named corporation has authorized the change of the corporations registered agent(s). The name(s) and adress(es) of the new registered agent(s) is/are as follows: National registered Agents, Inc. 1011 North Cause way Blvd., Suite 3, Mandeville, LA 70471 President, Vice President or Secretary Roy Hibberd Secretary AGENT’S ACCEPTANCE AND ACKNOWLEDGEMENT OF APPOINTMENT I hereby acknowledge and accept the appointment of registered agent(s) for and on behalf of the above named corporation. National Registered Agents, Inc. by: Nortne Nagel Assistant Secretary Sworn to and subscribed before me, the undersigned Notary Public, on this date: 3/26/2009 NOTARY NAME MUST BE TYPED OR PRINTED WITH NOTARY# Notary signature “Official Seal” LAURA L UGHTHOLDER Commission expires 10/01/10

EX-3.11(B)

Exhibit 3.11(b)

BY-LAWS

OF

CHECK MART OF LOUISIANA, INC.

(a Louisiana corporation)

ARTICLE I

Shareholders

          SECTION 1. Annual Meeting. The annual meeting of shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at the office of the Corporation in the State of Louisiana or at such other place within or without the State of Louisiana as may be determined by the Board of Directors and as shall be designated in the notice of said meeting, on such date and at such time as may be determined by the Board of Directors.

          SECTION 2. Special Meetings. Special meetings of the shareholders for the transaction of such business as may properly come before the meeting shall be held at the office of the Corporation in the State of Louisiana, or at such other place within or without the State of Louisiana as may be designated from time to time by the Board of Directors. Whenever the Board of Directors shall fail to fix such place, or whenever shareholders entitled to call a special meeting shall call the same, the meeting shall be held at the office of the Corporation in the State of Louisiana. Special meetings of the shareholders shall be held upon call of the Board of Directors or of the President or any Vice-President or the Secretary or any director, at such time as may be fixed by the Board of Directors or the President or such Vice-President or the Secretary or such director, as the case may be, and as shall be stated in the notice of said meeting, except when the Business Corporation Law of the State of Louisiana (the “Business Corporation Law”) confers upon the shareholders the right to demand the call of such meeting and fix the date thereof.

          SECTION 3. Notice of Meetings. The notice of all meetings of shareholders shall be in writing, shall state the place, date, and hour of the meeting and, unless it is the annual meeting, shall indicate that it is being issued by or at the

direction of the person or persons calling the meeting. The notice of an annual meeting of shareholders shall state that the meeting is called for the election of directors and for the transaction of such other business as may properly come before the meeting and shall state the purpose or purposes of the meeting if any other action is to be taken at such annual meeting which could be taken at a special meeting. The notice of a special meeting shall, in all instances, state the purpose or purposes for which the meeting is called. A copy of the notice of any meeting shall be served either personally or by first class mail, in accordance with the provisions of the Business Corporation Law, to each shareholder at such shareholder’s record address or at such other address as such shareholder may have furnished by request in writing to the Secretary of the Corporation. If a meeting is adjourned to another time or place and if any announcement of the adjourned time or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the Board of Directors, after adjournment, fixes a new record date for the adjourned meeting. Notice of a meeting need not be given to any shareholder who submits a signed waiver of notice before or after the meeting. The attendance of a shareholder at a meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by such shareholder.

          SECTION 4. Shareholder Lists. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation, or by the transfer agent, if any, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, if any, or the person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

          SECTION 5. Quorum. Except as otherwise provided by law or the Corporation’s Articles of Incorporation, a quorum for the transaction of business at any meeting of shareholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the shareholders at which a quorum is present, all matters, except as otherwise provided by law, in the Articles of Incorporation or in Section 7 hereunder, shall be decided by the vote of the holders of a majority of the shares entitled to

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vote thereat, that are present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholder.

     SECTION 6. Organization. Meetings of shareholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the President, or if none or in the President’s absence a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the shareholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall choose any person present to act as secretary of the meeting.

     SECTION 7. Voting; Proxies; Required Vote; Ballots. At each meeting of shareholders, every shareholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such shareholder or by such shareholder’s duly authorized attorney-in-fact, and shall have one vote for each share entitled to vote and registered in such shareholder’s name on the books of the Corporation on the applicable record date fixed pursuant to these By-laws. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by the Business Corporation Law. At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast thereat shall elect. Except as otherwise required by law or the Articles of Incorporation, any other action shall be authorized by a majority of the votes cast.

     SECTION 8. Inspectors. The Board of Directors, in advance of any meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, and on the request of any shareholder shall, appoint one or more inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of such inspector’s duties, shall take and sign an oath to execute faithfully the duties of

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inspector at such meeting with strict impartiality and according to the best of such inspector’s ability. The inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate as to any fact found by them.

     SECTION 9. Actions Without Meetings. Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon.

     SECTION 10. Meaning of Certain Terms. As used herein in respect of the right to notice of a meeting of shareholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the terms “share” and “shareholder” or “shareholders” refer to an outstanding share or shares and to a holder or holders of record of outstanding shares, respectively, when the Corporation is authorized to issue only one class of shares, and said preferences are also intended to include any outstanding share or shares and any holder or holders of record of outstanding shares of any class upon which or upon whom the Articles of Incorporation confers such rights, where there are two or more classes or series of shares, or upon which or upon whom the Business Corporation Law confers such rights, notwithstanding that the Articles of Incorporation may provide for more than one class or series of shares, one or more of which are limited in or denied such rights thereunder.

ARTICLE II

Board of Directors

          SECTION 1. General Powers. The business, property and affairs of the Corporation shall be managed by or under the direction of its Board of Directors.

4

           SECTION 2. Qualification; Number; Term. (a) Each director shall be at least 18 years of age. A director need not be a shareholder, a citizen of the United States, or a resident of the State of Louisiana. The number of directors constituting the entire Board of Directors shall be at least three, except that where all the shares are owned beneficially and of record by fewer than three shareholders, the number of directors may be less than three but not less than the number of shareholders. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the Board of Directors or of the shareholders, or, if the number of directors is not so fixed, the number shall be three. The number of directors may be increased or decreased by action of the Board of Directors or shareholders, provided that any action of the Board of Directors to effect such increase or decrease shall require the vote of a majority of the entire Board of Directors. The use of the phrase “entire Board of Directors” herein refers to the total number of directcors which the Corporation would have if there were no vacancies.

          (b) The first Board of Directors shall be elected by the incorporator or incorporators of the Corporation and shall hold office until the first annual meeting of shareholders or until their respective successors have been elected and qualified. Thereafter, directors who are elected at an annual meeting of shareholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of shareholders and until their respective successors, have been elected and qualified. In the interim between of shareholders or special meetings of shareholders called for the election of directors, newly created directorships and any vacancies in the Board of Directors, including vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the directors then in office, although less than a quorum exists.

          SECTION 3. Quorum and Manner of Voting. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, the vote of a majority of the directors present at the time of the vote, at a meeting duly assembled, a quorum being present at such time, shall be the act of the Board of Directors.

          SECTION 4. Places of Meetings. Meetings of the Board of Directors shall be held at such place within or without the

5

State of Louisiana as may from time to time be determined by the Board of Directors, or as may be specified in the notice of the meeting. Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by resolution of the Board of Directors, and special meetings may be held at any time and place upon the call of the Chairman of the Board, if any, or of the President or any Vice-President or the Secretary or any director by oral, telegraphic or notice duly served as set forth in these By-laws.

          SECTION 5. Annual Meeting. Following the annual meeting of shareholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of shareholders at the same place at which such shareholders’ meeting is held.

          SECTION 6. Notice of Meetings. A notice of the place, date, time and purpose or purposes of each meeting of the Board of Directors shall be given to each director by mailing the same at least two days before the meeting, or by telegraphing or telephoning the same or by delivering the same personally not later than the day before the day of the meeting. Notice need not be given of regular meetings of the Board of Directors. Any requirements of furnishing a notice shall be waived by any director who signs a waiver of notice before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. The notice of any meeting need not specify the purpose of the meeting, and any and all business may be transacted at such meeting.

          SECTION 7. Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

          SECTION 8. Resignation. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the

6

resignation. Except as otherwise provided by law or by the Articles of Incorporation, any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

          SECTION 9. Vacancies. Unless otherwise provided in these By-laws, vacancies among the directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or, at a special meeting of the shareholders, by the holders of shares entitled to vote for the election of directors.

          SECTION 10. Actions by Written Consent. Any action required or permitted to be taken by the Board of Directors or by any committee thereof may be taken without a meeting if all members of the Board of Directors or of any such committee consent in writing to the adoption of a resolution authorizing the action and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or of any such committee.

          SECTION 11. Electronic Communication. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or any such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

ARTICLE III

Committees of the Board of Directors

          SECTION 1. Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the whole Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment. The Board of Directors shall have full power, at any time, to fill vacancies in, to change membership of, to designate alternate members of, or to discharge any such committee.

7

          SECTION 2. Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

          SECTION 3. Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board may be taken without a meeting if all the members of the committee consent thereto in writings, and the writing or writings are filed with the minutes of proceedings of the committee.

          SECTION 4. Term; Termination. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

ARTICLE IV

Officers

          SECTION 1. Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a President and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and such other officers as the Board may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these By-laws and as may be assigned by the Board of Directors or the President. Up to two offices may be held by the same person, except that no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by the By-laws to be executed, acknowledged, or verified by two or more officers. When all of the issued and outstanding stock of the Corporation is owned by one person, such person may hold all or any combination of offices.

          SECTION 2. Term of Office and Remuneration. The term of office of all officers shall be one year and until their

8

respective successors have been selected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors.

          SECTION 3. Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the whole Board.

          SECTION 4. Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

          SECTION 5. President. The President shall be the Chief Executive Officer of the Corporation and shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers. The President shall preside at all meetings of the shareholders and, in the absence or disability of the Chairman of the Board of Directors, or if there be no Chairman, shall preside at all meetings of the Board of Directors. The President may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By laws, to some other officer or agent of the Corporation.

          SECTION 6. Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of such Vice-President’s duties, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

          SECTION 7. Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

          SECTION 8. Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such

9

other duties as may be assigned by the Board of Directors or the President.

          SECTION 9. Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE V

Books and Records

          SECTION 1. Location. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the shareholders, of the Board of Directors, and/or of any committee which the Board of Directors may appoint, and shall keep at the office of the Corporation in or outside the State of Louisiana or at the office of the transfer agent or registrar, if any, in said state a record containing the names and addresses of all shareholders, the number and class of shares held by each, and the dates when such shareholders respectively became the owners of record thereof. Any of the foregoing books, minutes or records may be in written form or in any other form capable of being converted into written form within a reasonable time.

          SECTION 2. Addresses of Shareholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each shareholder at said shareholder’s address as it appears on the records of the Corporation.

          SECTION 3. Fixing Date for Determination of Shareholders of Record. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express to consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a record date, in accordance with the provisions of the Business Corporation Law. If no record date is fixed, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. The record date for determining shareholders for any purpose other

10

than that specified in the preceding sentence shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE VI

Certificates Representing Shares

          SECTION 1. Certificates; Signatures. (a) The shares of the Corporation shall be represented by certificates representing shares, in such form as the Board of Directors may from time to time prescribe, or shall be uncertificated shares. Certificates representing shares shall have set forth thereon the statements prescribed by law and shall be signed by the Chairman of the Board or the President or a Vice-President and by the Secretary or an Assistant Secretary or a Treasurer or an Assistant Treasurer and may be sealed with the corporate seal or a facsimile thereof. Any and all signatures on any such certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee, or the shares are listed on a registered national securities exchange. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if such officer were an officer at the date of its issue.

          (b) Each certificate representing shares issued by the Corporation, if the Corporation is authorized to issue shares of more than one class, shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class authorized to be issued and, if the Corporation is authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series.

11

Indemnification

          SECTION 1. General Scope. The Corporation, to the fullest extent permitted and in the manner required by the laws of the State of Louisiana as in effect at the time of the adoption of this Article XII or as the law may be amended from time to time, shall, except as set forth in Article XII, Section 2 below, (i) indemnify any officer or director of the Corporation, or any other person designated by the Board of Directors as being entitled to indemnification (and the heirs and legal representatives of such person) made, or threatened to be made, a party in an action or proceeding (including, without limitation, one by or in the right of the Corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any indemnified representative served in any capacity at the request of the Corporation, by reason of the fact that such indemnified person, or such indemnified person’s testator or intestate, was a director or officer of the Corporation or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, and (ii) provide to any such indemnified person (and the heirs and legal representatives of such person) advances for expenses incurred in pursuing such action or proceeding, upon receipt of an undertaking by or on behalf of such indemnified person to repay such amount as, and to the extent, required by the Business Corporation Law.

          SUCTION 2. Limitations on Indemnification. The Corporation shall not indemnify any indemnified representative: (a) where such indemnification is expressly prohibited by applicable law; (b) where the conduct of the indemnified representative has been finally determined (i) to constitute willful misconduct or recklessness or (ii) to be based upon or attributable to the receipt by the indemnified representative of a personal benefit from the Corporation to which the indemnified representative is not legally entitled; or (c) to the extent such indemnification has been determined to be otherwise unlawful.

          SECTION 3. Indemnification Not Exclusive. The rights granted by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, agreement, vote of shareholders or disinterested directors or otherwise. The indemnification provided by or granted pursuant to this Article shall continue as to a person who has ceased to be an indemnified representative in respect of matters arising prior to such time, and shall inure to

15

the benefit of the heirs, executors, administrators and personal representatives of such a person.

          SECTION 4. Contract Rights; Amendment or Repeal. All rights under this Article shall be deemed a contract between the Corporation and the indemnified representative pursuant to which the Corporation and each indemnified representative intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not affect any rights or obligations then existing.

ARTICLE XIII

Bank Accounts, Drafts, Contracts, Etc.

          SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the Treasurer or any person designated by the Treasurer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as such person may deem necessary or appropriate, and may authorize payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of the Treasurer, or other person so designated by the Treasurer.

          SECTION 2. Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts, and other obligations or instruments, and such authority may be general or confined to specific instances.

          SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of shareholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any

16

such person. The Board of Directors, from time to time, may confer like powers upon any other person.

          SECTION 4. Financial Reports. The directors may appoint the Treasurer or other fiscal officer and/or the Secretary or any other officer to cause to be prepared and furnished to shareholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIV

Amendments

          The shareholders entitled to vote in the election of directors may amend or repeal the By-laws and may adopt new By-laws. Except as otherwise required by law or by the provisions of these By-laws, the Board of Directors may also amend or repeal the By-laws and adopt new By-laws, but By-laws adopted by the Board of Directors may be amended or repealed by the said shareholders. Any change in the By-laws shall take effect when adopted unless otherwise provided for in the resolution effecting the change.

17

EXHIBIT “A”
TO
CHECK MART OF LOUISIANA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 of 3)

Article I, Section 2, Last Sentence is amended as follows:

Special meetings of the shareholders shall he held upon call of the Board of Directors or the Chief Executive Officer or the President or any Vice-President or the Secretary or any Director at such time as may be fixed by the Board of Directors or the Chief Executive Officer or such Vice-President or the Secretary or such Director, as the case may be, and as shall be stated in the notice of said meeting, except when the Business Corporation Law of the State of Louisiana (the “Business Corporation Law”) confers upon the shareholders the right to demand the call of such meeting and fix the date thereof.

The remainder of this section remains unchanged.

Article I, Section 6, First Sentence is amended as follows:

Meetings of shareholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the Chief Executive Officer, or in the Chief Executive Officer’s absence the President, if any, or if none or in the President’s absence, a Vice-President, or if none of the foregoing is present, by a chairman to be chosen by the shareholders entitled to vote who are present in person or by proxy at the meeting.

The remainder of this section remains unchanged.

Article II, Section 2(a), Second Sentence is amended as follows:

The number of directors constituting the entire Board of Directors shall be at least two, except that where all shares are owned beneficially and of record by fewer than two shareholders, the number of directors may be less than two but not less than the number of shareholders.

The remainder of this section remains unchanged.

Article II, Section 4, Last Sentence is amended as follows:

Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by resolution of the Board of Directors, and special meetings may be held at any time and place upon the call of the Chairman of the Board, if any, or of the Chief Executive Officer, or of the President, if any, or any Vice-President or Secretary or any Director by oral, telegraphic or notice duly served as set forth in these By-Laws.

The remaiander of this section remains unchanged.

EXHIBIT “A”
TO
CHECK MART OF LOUISIANA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 of 3)

Article IV, Section 1, is amended as follows:

Section 1 — Elections and Qualifications — The Board of Directors shall elect the officers of the Corporation, which shall include a Chief Executive Officer, Executive Vice President, Chief Financial Officer, Senior Vice President and Secretary, and such other officers as the Board from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these By-Laws and as may be assigned by the Board of Directors or the President. Any two or more offices may be held by the same person. When all of the issued and outstanding stock of the corporation is owned by one person, such person may hold all or any combination of offices.

Article IV, section 2, is amended by adding the following sentence at the end of the paragraph:

The compensation, if any, of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board of Directors.

Article IV, Section 5, is amended as follows:

Section 5. Chief Executive Officer. The Chief Executive Officer shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers. The Chief Executive Officer shall preside at all meetings of the shareholders and in the absence or disability of the Chairman of the Board of Directors, or if there be no Chairman, shall preside at all meetings of the Board of Directors. The Chief Executive Officer may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments, except in cases where the signing, and execution thereof shall be expressly delegated by the Board of Directors, or by these By-Laws, to some other officer or agent of the Corporation.

Article IV, Section 5, is amended by adding:

Section 5(a) President. The President, if any, in the absence of the Chief Executive Officer, or in the event of his death, inability or refusal to act: the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as may be delegated to him by the Board of Directors or Chief Executive Officer.

EXHIBIT “A”
TO
CHECK MART OF LOUISIANA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 3 of 3)

Article IV, Section 7, is amended as follows:

Section 7. Chief Financial Officer. The Chief Financial Officer shall in general have all duties incident to the position of Chief Financial Officer and such other duties as may be assigned by the Board of Directors of Chief Executive Officer.

Article VI, Section 1(a), Second Sentence; is amended as follows:

Certificates representing shares shall have set forth thereon the statements prescribed by law and shall be signed by the Chairman of the Board or the Chief Executive Officer or the President or a Vice-President and by the Secretary or an Assistant Secretary of the Chief Financial Officer and may be sealed with the corporate seal or a facsimile thereof.

The remainder of this section remains unchanged.

EX-3.12(A)

Exhibit 3.12(a)

(STAMP)

ARTICLES OF INCORPORATION
OF
NEW MEXICO CHECK MART, INC.

     The undersigned natural persons of the age of 21 years or more, acting as incorporators of a corporation (the “Corporation”) under the provisions of the New Mexico Business Corporation Act (this act as amended from time to time is referred to herein as the Act), adopt the following Articles of Incorporations:

ARTICLE I.
Name

     The name of the Corporation is New Mexico Check Mart, Inc.

ARTICLE II.
Duration

     The Corporation shall have perpetual existence.

ARTICLE III.
Purposes and Powers

     The Corporation is organized for the following purposes and shall have the following powers:

A.	To operate a check cashing service; and
B.	To participate in any other lawful business for which corporations may be organized under the Act.

     The Corporation shall have the power to do everything necessary, proper, advisable, or convenient to accomplish any of the purposes hereinabove set forth, including all things incidental to

(STAMP)

or connected with their accomplishment, that are not forbidden by the Act, by other law, or by these Articles of Incorporation.

ARTICLE IV.
Authorized Shares

     The Corporation shall have authority to issue 50,000 shares of common stock of a single class.

ARTICLE V.
Preemptive Rights

     The holders of the common stock of the Corporation shall have no preemptive rights, as such holders, to acquire any shares or securities of any class that may at any time be or have been issued by the Corporation.

ARTICLE VI.

Provisions for Regulation of the
Internal Affairs of the Corporation

     Section 1. Bylaws. The initial Bylaws of the Corporation shall be adopted by its Board of Directors. The power to alter, amend, or repeal the Bylaws, or to adopt new Bylaws shall be vested in the Board of Directors. The Bylaws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with the Act, or these Articles of Incorporation.

     Section 2. Transactions in which Directors have an Interest. Any contract or other transaction between the Corporation one or more of its directors, or between the Corporation and any firm of which one or more of its directors are members or employees, or

-2-

in which they are interested, or between the Corporation and any corporation or association of which one or more of its directors are shareholders, members, directors, officers, or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of the director or directors at the meeting of the Board of Directors of the Corporation, which acts upon, or in reference to, the contract or transaction, and notwithstanding his or their participation in the action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize or ratify the contract or transaction, the interested director or directors to be counted in determining whether a quorum is present and to be entitled to vote on such authorization or ratification. This section shall not be construed to invalidate any contract or other transaction that would otherwise be valid under the common and statutory law applicable to it.

ARTICLE VII.

Address of Initial Registered Office and
Name of Initial Registered Agent

     Section 1. Registered Office. The address of the initial registered office of the Corporation is 4521 Central Avenue, N.E., Albuquerque, New Mexico.

     Section 2. Registered Agent. The name of the initial registered agent of the Corporation, an individual resident in New Mexico whose business office is at the above address, is William Beamish.

-3-

ARTICLE VIII.
Board of Directors

     Section 1. Initial Board of Directors. The initial Board of Directors shall consist of two members, and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders, or until their successors shall have been elected and qualified, are:

Name	Address
William Beamish	4521 Central Avenue, N.E.
	Albuquerque, NM 87108
Brent Therrien	10024-82nd Avenue
	Edmonton, Alberta, Canada

     Section 2. Increase or Decrease of Directors. The number of Directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the Bylaws; but no decrease shall have the effect of shortening the term of any incumbent director.

ARTICLE IX.
Incorporators

     The name and address of the Incorporators of the Corporation are:

Name	Address
William Beamish	4521 Central Avenue, N.E.
	Albuquerque, NM 87108
Brent Therrien	10024-82nd Avenue
	Edmonton, Alberta, Canada

-4-

     EXECUTED this 8 day of May, 1985.

/s/ William Beamish  

William Beamish 

/s/ Brent Therrien  

Brent Therrien 

STATE OF                    )
                                        )   ss:
COUNTY OF                )

     The foregoing instrument was acknowledged before me this 8 day of May, 1985, by William Beamish and Brent Therrien.

/s/ Illegible  

Notary Public 

My Commission Expires:

Barrister & Solicitors                                              
No Expiry Date

(STAMP)

-5-

(STAMP)

AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED INITIAL REGISTERED AGENT

To The State Corporation Commission
State of New Mexico

STATE OF                    )
                                        )   ss:
COUNTY OF                 )

     On this 8 day of May, 1985, before me, a Notary Public in and for the State and County aforesaid, personally appeared William Beamish who is known to me to be the undersigned person and who, being by me duly sworn, acknowledged to me that he does hereby accept his appointment as the initial Registered Agent of New Mexico Check Mart, Inc., the Corporation which is named in the annexed Articles of Incorporation, and which is applying for a Certificate of Incorporation pursuant to the provisions of the Business Corporation Act of the State of New Mexico.

/s/ William Beamish  

William Beamish Registered Agent 

     SUBSCRIBED AND SWORN TO before me the day, month and year first above set forth.

/s/ Illegible  

Notary Public 

My Commission Expires:

Barrister & Solicitors                                              
No Expiry Date

(STAMP)

3105996

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF

(STAMP)

NEW MEXICO CHECK MART, INC. / 127,160-0

CORPORATE NAME AND NMSCC CERTIFICATE OF INCORPORATION NUMBER

     Pursuant to the provisions of Section 53-13-4, NMSA 1978, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The corporate name of the corporation is:

NEW MEXICO CHECK MART, INC.

SECOND: The following amendment to the Articles of Incorporation was adopted by the sole shareholder of the corporation on January 30, 1995 in the manner prescribed by the new Mexico Business Corporation Act:

ARTICLE I.

NAME

The name of the corporation is Check Mart of New Mexico, Inc.

THIRD: The number of shares of the corporation outstanding at the time of such adoption was one hundred and the number of shares entitles to vote thereon was one hundred.

FOURTH: The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows:

CLASS NUMBER OF SHARES

Inapplicable

FIFTH: The number of shares voting for such amendment was one hundred and the number of shares voting against such amendment was zero.

SIXTH: The number of shares of each class entitled to vote thereon as a class voted for and against such amendment, respectively, was:

CLASS	NUMBER OF SHARES VOTING
	FOR AGAINST

Inapplicable

(N.M. - - 1788 - 9/17/92)

EX-3.12(B)

Exhibit 3.12(b)

BYLAWS

OF

NEW MEXICO CHECK MART, INC.

ARTICLE I. — OFFICES

     Section 1.1. Registered Office and Agent. The Corporation shall maintain a registered office and a registered agent in New Mexico at all times. The initial registered office and registered agent of the Corporation are set forth in the Articles of Incorporation. They may be changed, from time to time, as provided in the New Mexico Business Corporation Act (“Act”). The address of the registered agent shall be the same as the address of the Corporation’s registered office. The Corporation may also have other offices as the Board of Directors may from time to time establish.

ARTICLE II. — SHAREHOLDERS

     Section 2.1. Annual Meeting. There shall be an annual meeting of the shareholders, held on or about June 1 of each year, unless such date is a legal holiday, in which event it shall be held on the next day which is not a legal holiday. If such annual meeting is not held on such date, it shall be held as soon thereafter as may be convenient, and any business transacted or elections held at such delayed meeting shall be as valid as if the meeting had been held on the date provided herein. The annual meeting shall be held at the place, within or outside of the State of New Mexico, specified in the notice of the meeting.

     Section 2.2. Special Meetings. Special Meetings of the shareholders may be called, for any purpose, and at any time, by the President, the Board of Directors, or by the then holder or holders of not less than one-tenth (1/10) of all the shares of the Corporation entitled to vote at the meeting. A special meeting of the shareholders shall be held at the place, within or outside of the State of New Mexico, specified in the notice of the meeting.

     Section 2.3. Notice of Meetings. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, at the direction of the President, the Secretary or the officer or persons calling the meeting, to each shareholder of record entitled to vote at the meeting. The Secretary shall deliver the

notice of meetings to the shareholders. If the Secretary refuses to deliver the notice, the notice shall be delivered by the person calling the meeting.

     Section 2.4. Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period not to exceed fifty (50) days. If the stock transfer books are closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, the books shall be closed for at least ten (10) days immediately preceding the meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, the date to be not more than fifty (50) days, and in case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which the notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring the dividend is adopted, as the case may be, shall be the record date for the determination of shareholders. When a determination of shareholders entitled to vote at any meeting of the shareholders has been made as provided in this section, the determination shall apply to any adjournment thereof.

     Section 2.5. Voting List. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten (10) days prior to the meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. The list shall also be produced and kept open at the time and place of meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine the lists or transfer books or vote at any meeting of shareholders. Failure to comply with the requirements of this section does not affect the validity of any action taken at the meeting. An officer or agent having charge of the stock transfer books who fails

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to prepare the list of shareholders, or keep it on file for a period of ten (10) days, or produce and keep it open for inspection at the meeting, as provided in this section, is liable to any shareholder suffering damage on account of the failure to the extent of the damage.

     Section 2.6. Quorum. The holders of a majority of the shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders. A quorum once attained at a meeting shall be deemed to continue until adjournment, notwithstanding the voluntary withdrawal of enough shares to leave less than a quorum. If a quorum is not present at any meeting, the shareholders present may adjourn the meeting, from time to time, without notice other than announcement at the meeting, and may reconvene when a quorum shall be present and proceed as if there had been no adjournment.

     Section 2.7. Majority Rule. When a quorum is present at any meeting, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of all the shareholders, unless the vote of a greater number is required by the Act, the Articles of Incorporation, or these Bylaws.

     Section 2.6. Meeting Not Required. Any action which is required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the shareholders who are entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect as a unanimous vote of the shareholders. Such action shall be effective as of the date specified in the consent.

     Section 2.9. Voting of Shares. Each outstanding share shall be entitled to one (1) vote on each matter submitted to a vote at any meeting of the shareholders. The right of any shareholder to accumulate his votes at an election of the Board of Directors is expressly prohibited.

     Section 2.10. Proxies. At all meetings of shareholders, a shareholder may vote by proxy, which proxy must be written, dated and executed by the shareholder or by his duly authorized attorney-in-fact. Proxies shall be filed with the Secretary or a duly appointed committee before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise specifically provided in the proxy. Any shareholder giving a proxy has the power to revoke it by giving notice to the Corporation in writing or in open meeting before any vote is taken.

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ARTICLE III. — DIRECTORS

     Section 3.1. Corporate Management. All corporate powers shall be exercised by or under authority of, and the Corporation shall be managed under the direction of, its Board of Directors, who may do all lawful acts and things which are not prohibited by law or by the Articles of Incorporation or these Bylaws, and which are not directed or required to be done by the shareholders.

     Section 3.2. Number, Qualifications and Election. The Board of Directors shall consist of two natural persons. The Directors need not be shareholders or New Mexico residents. Directors, other than those on the initial Board of Directors designated in the Articles of Incorporation and those elected to fill vacancies, shall be elected at the annual meeting of the shareholders. Each Director shall, unless sooner removed from office, serve until the next succeeding annual meeting and until his successor shall have been elected and qualified.

     Section 3.3. Removal. A Director may be removed from office, with or without cause, at any shareholders’ meeting called expressly for that purpose, at which a quorum exists, by an affirmative vote of the holders of a majority of the outstanding shares present (in person or by proxy) and entitled to vote at such meeting.

     Section 3.4. Vacancies. Any vacancies occurring in the Board of Directors by reason of an increase in the number of Directors or otherwise may be filled by a majority of the remaining Directors, even though less than a quorum. A Director elected to fill a vacancy in the existing Board of Directors shall hold office for the unexpired portion of the term of his predecessor and until his successor is elected and qualified. A directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for the term of office continuing only until the next election of Directors by the shareholders.

     Section 3.5. Place of Meetings. Directors’ meetings may be held at any place within or outside of the State of New Mexico.

     Section 3.6. Regular Directors’ Meetings. The Board of Directors, from time to time, may determine a date, time and place for regular meetings and no further notice need be given for any regular meeting.

     Section 3.7. Special Directors’ Meetings. The President may call a special meeting of the Board of Directors at any time.

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Likewise, one or more Directors shall be entitled to have a special meeting called, by requesting the President or the Secretary to call such meeting. Notice of the time and place thereof shall be given to each Director at least three (3) days before the meeting if by mail, or at least twenty-four (24) hours if by person or by telephone or telegraph. The notice of any such meeting shall specify the purpose or purposes of such meeting. The Secretary shall deliver the notice of meetings to the Directors. If the Secretary does not give the notice, the notice shall be delivered by the person or persons calling the meeting.

     Section 3.8. Directors’ Quorum. A majority of the Directors shall constitute a quorum for the transaction of business. A quorum, once attained at a meeting, shall be deemed to continue until adjournment, notwithstanding the voluntary withdrawal of enough Directors to leave less than a quorum. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

     Section 3.9. Presumption of Assent. A Director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

     Section 3.10. Executive Committees or Other Committees. The Board of Directors may, by resolution passed by the Board, designate one or more Executive Committees or other Committees, each committee to consist of two or more of the Directors, which shall have such powers as may be provided in the resolution, provided such powers are not denied them by the Act. Executive Committees and other Committees shall report to the Board of Directors when required.

     Section 3.11. Meetings by Telephone. Members of the Board of Directors, or a committee of Directors, may participate in a meeting of the Board, or committee, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

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     Section 3.12. Consent in Writing. Any action which is required or permitted to be taken at a meeting of the Directors, or a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors, or members of the Committee. The consent shall have the same effect as a unanimous vote. Such action shall be effective as of the date specified in the consent.

     Section 3.13. Salary of Directors. Directors shall not receive any salary for their services as Directors but they may serve the Corporation in another capacity and receive compensation therefor. In addition, the Board may authorize the payment of Directors’ honoraria or fees, and expenses for attendance at any meeting.

ARTICLE IV. — NOTICES

     Section 4.1. Notice Construed. Whenever any law, the Articles of Incorporation, or these Bylaws requires a notice to be given to any Director or shareholder and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but such notice may be given by mail addressed to such Director or shareholder at his address as it appears in the records of the Corporation. In addition, any such notice may be given to a Director by telegram to his address, by telephone, or by speaking directly with such Director. Any notice given by mail shall be deemed to be given at the time the same is deposited in the United States mail, postage prepaid.

     Section 4.2. Waiver of Notice. A written Waiver of Notice, signed by the person or persons entitled to receive notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute a Waiver of Notice of such meeting, except where such person or persons attend a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE V. — OFFICERS

     Section 5.1. Enumeration of Officers. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer. Any two or more offices may be held by the same person, except that the offices of President and Secretary shall not be held by the same person. The Board of Directors may also elect one or more Assistant Secretaries and one or more Assistant Treasurers.

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     Section 5.2. Election and Term of Office. The Board of Directors shall elect the officers of the Corporation, and determine their term of office and compensation.

     Section 5.3. Removal and Vacancies. Any officer may be removed upon the affirmative vote of a majority of the Board of Directors, whenever in its judgment the best interests of the Corporation will be served thereby. Such removal shall be without prejudice to the contract rights, and obligations, if any, of the person removed. However, election or appointment of an officer shall not itself create contract rights. Any vacancy caused by removal or otherwise may be filled by the Board at any time.

     Section 5.4. President. The President shall be the chief executive officer of the Corporation. He shall preside at meetings of the shareholders and the meetings of the Board of Directors, shall have general and active management of the business and affairs of the Corporation, shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall perform other duties as the Board of Directors shall prescribe.

     Section 5.5. Vice Presidents. The Vice Presidents shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to them.

     Section 5.6. Secretary. The Secretary shall attend all meetings of the Board of Directors and the shareholders and record in the Minutes all votes of all proceedings, shall maintain the stock transfer books of the Corporation and shall act as Transfer Agent for the Corporation, and shall perform such other duties as may be prescribed by the Board of Directors or the President. If the Corporation shall have a seal, he shall be custodian thereof, and when authorized by the Board, shall affix the same to any instrument requiring it.

     Section 5.7. Assistant Secretaries. The Assistant Secretaries shall have such powers and perform such duties as the Board of Directors, the President or the Secretary may from time to time prescribe or delegate to them.

     Section 5.8. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected, and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

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     Section 5.9. Assistant Treasurers. The Assistant Treasurers shall have such powers and perform such duties as the Board of Directors, the President or the Treasurer may from time to time prescribe or delegate to them.

ARTICLE VI. — STOCK

     Section 6.1. Form of Certificates. Stock certificates shall be in such form as may be determined by the Board of Directors. Such certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall state upon its face that the Corporation is organized under the laws of the State of New Mexico, the name of the person to whom it is issued, and the number and class of shares which the certificate represents. Certificates shall be signed by the President or by a Vice President and by the Secretary or an Assistant Secretary, which signatures may be facsimiles.

     Section 6.2. Lost Certificates. The Board of Directors may direct a new certificate representing shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to have been lost or destroyed. When authorizing such issue, the Board of Directors, in its discretion, may as a condition precedent require the owner of such lost or destroyed certificate to give the Corporation a bond in such form, in such amount and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

     Section 6.3. Transferability. Shares of stock shall be transferable only on the books of the Corporation by the holder thereof in person or by his duly authorized agent.

     Section 6.4. Transfer of Stock. In the event there are two or more shareholders and a shareholder in the Corporation shall terminate his contractual relationship with the Corporation on account of death, disability, retirement or for any reason whatsoever, such shareholder or the transferee of his shares of stock shall transfer his shares according to the terms of a written stock purchase agreement or other written agreement, if any, for the acquisition of the Corporation’s stock as the Corporation and the shareholders shall enter into. Such agreement, if one is executed, is incorporated herein by reference.

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     Section 6.5. Holder of Record. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

     Section 6.6. Corporation May Purchase Own Capital Stock. This Corporation shall have the right to purchase its own capital stock and to hold the same, subject, however, to the limitations imposed upon such purchases by the Act.

     Section 6.7. Corporation’s Lien Upon Its Stock. This Corporation shall have a prior lien upon its stock in the hands of any holder to secure the Corporation in any sum that may be owing to it by the holder and no transfer shall be made until such sums so owing are either paid or satisfactorily secured in such manner as the Board of Directors may require.

     Section 6.8. Dividends. Dividends upon the outstanding shares of the Corporation, subject to the provisions of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, property or in shares of the Corporation.

ARTICLE VII. — VOTING OF SHARES BY CERTAIN HOLDERS

     Section 7.1. Another Corporation. Shares held by another corporation, domestic or foreign, if a majority of the shares entitled to vote for the election of directors of the other corporation is held by the Corporation, shall not be voted at any meeting or counted in determining the total number of outstanding shares at any given time. Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent or proxy as the Bylaws of the other corporation may prescribe, or, in the absence of such provisions, as the Board of Directors of the other corporation may determine.

     Section 7.2. Personal Representative, or Trustee. Shares held by a personal representative, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of the share into his name. Shares standing in the name of a trustee, or a custodian for a minor, may be voted by the trustee or custodian, either in person or by proxy, but only after a transfer of the shares into the name of the trustee or custodian.

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     Section 7.3. Receiver or Bankruptcy Trustee. Shares standing in the name of a receiver or bankruptcy trustee may be voted by the receiver or bankruptcy trustee, and shares held by or under the control of a receiver or bankruptcy trustee may be voted by him without the transfer thereof into his name if authority to do so is contained in an appropriate order of the Court by which the receiver or bankruptcy trustee was appointed.

     Section 7.4. Pledgee. A shareholder whose shares are pledged may vote the shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee may vote the shares so transferred.

     Section 7.5. Partnership. Shares standing in the name of a partnership may be voted by any partner, and shares standing in the name of a limited partnership may be voted by any general partner.

     Section 7.6. Life Tenant. Shares standing in the name of a person as life tenant may be voted by him, either in person or by proxy.

     Section 7.7. Joint Tenants. Shares standing in the name of joint tenants may be voted by any tenant, either in person or by proxy.

     Section 7.8. Redemption. From the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem the shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, the shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.

ARTICLE VIII. — CHAIRMAN OF THE BOARD OF DIRECTORS

     The Board of Directors shall have the right and power to elect a chairman from among the members of the Board of Directors. If a chairman of the Board of Directors is elected, the chairman shall preside at all meetings of the Board of Directors in place of the President of the Corporation, and the chairman may also cast a vote on all questions.

ARTICLE IX. — CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 9.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of

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and on behalf of the Corporation, and such authority may be general or confined to specific instances.

     Section 9.2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

     Section 9.3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall be determined from time to time by resolution of the Board of Directors.

     Section 9.4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE X. — COMPENSATION

     By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director; provided, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE XI. — CONTRACTS WITH INSIDERS

     A director or officer of the Corporation shall not be disqualified by his office from dealing or contracting with the Corporation either as a vendor, purchaser, or otherwise; nor shall any transaction or contract of the Corporation be void or voidable by reason of the fact that any director or officer, or any firm of which any director or officer is a member, or any corporation of which any director or officer is a shareholder, officer or director is in any way interested in such transaction or contract, provided that such transaction or contract is or shall be authorized, ratified, or approved either (1) by a vote of a majority of a quorum of the Board of Directors, or (2) by the written consent or by the vote at any shareholders’ meeting of the holders of record of a majority of all of the outstanding shares of the Corporation entitled to vote; nor shall any director or officer be liable to account to the Corporation for any profits realized by

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or from or through any such transaction or contract authorized, ratified or approved, as. herein provided by reason of the fact that he, or any firm of which he is a member, or any corporation of which he is a stockholder, officer or director was interested in such transaction or contract. Nothing herein contained shall create liability in the event above described, or prevent the authorization or approval of such contracts in any other manner permitted by law.

ARTICLE XII. — AMENDMENTS

     These Bylaws may be altered, amended or repealed at any meeting of the Directors at which a quorum is present by an affirmative vote of the majority of Directors present at such meeting and entitled to vote.

ARTICLE XIII. — INDEMNIFICATION

     The Corporation shall indemnify its past, present, and future directors and officers (and their executors, administrators, or other legal representatives) against all reasonable expense incurred by them in defending claims made or suits or proceedings brought against them as directors or officers and against all liability resulting from such claims, suits or proceedings except in relation to matters as to which any such officer or director shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties. Such indemnification shall include, without limitation, the payment of judgments against such directors and officers, and the reimbursement of amounts paid in settlement of claims, suits or proceedings (including judgments in favor of the Corporation or amounts paid in settlement to the Corporation); such indemnification shall also include, without limitation, the payment of counsel fees and expenses of officers and directors in suits against them which are successfully defended by such officers and directors, which are unsuccessfully defended if the claim or action does not arise from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification shall be in addition to any indemnification expressly recognized as within corporate powers pursuant to any provision of the Act now in force or as it may be subsequently amended or to which such officer or director may be entitled under any other provision of law, agreement, vote of stockholders, or otherwise; and such right shall extend and apply to the estates of deceased directors or officers.

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ADOPTION OF BYLAWS

     The foregoing Bylaws are hereby adopted by the Corporation.

DATE: May 8, 1985

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EXHIBIT “A”
TO
CHECK MART OF NEW MEXICO, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 of 2)

Article II, Section 2.1, is amended as follows:

Section 2.1 — Annual Meeting. The annual meeting of the stockholders of the corporation for election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date and time and at such place, in or outside the State of New Mexico, as may be determined by the Board of Directors.

Article II, Section 2.2, First Sentence is amended as follows:

Special Meetings of the shareholders may be called for any purpose and at any time by the Chief Executive Officer, or in his absence the President, the Board of Directors, or by the then holders of not less than one-tenth (1/10) of all shares of the Corporation entitled to vote at the meeting.

The remainder of this section remains unchanged.

Article III, Section 3.7, First and Second Sentences are amended as follows:

The Chief Executive Officer or in his absence the President, may call a special meeting of the Board of Directors at any time. Likewise, one or more Directors shall be entitled to have a special meeting called, by requesting the Chief Executive Officer or President or the Secretary to call such meeting.

The remainder of this section remains unchanged.

Article V, Section 5.1, is amended as follows:

Section 5.1 — Enumeration of Officers: The officers of the corporation shall be a Chief Executive Officer, Executive Vice President, Chief Financial Officer, Senior Vice President and Secretary. Any two or more offices may be held by the same person, except the offices of Chief Executive Officer and Secretary may not be held by the same person. The board of directors may appoint such other officers as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be prescribed from time to time by the board of directors.

EXHIBIT “A”
TO
CHECK MART OF NEW MEXICO, ING.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 of 2)

Article V, Section 5.4, is amended as follows:

Sections 5.4. Chief Executive Officer. The Chief Executive Officer shall preside at meetings of the shareholders and the meetings of the board of directors shall have general and active management of the business and affairs of the Corporation shall see that all orders and resolutions of the Board of Directors are carried into effect and shall perform other duties as the Board of Directors shall prescribe.

Article IV, Section 5, is amended by adding:

Section 5.4(a). President. The president, if any, in the absence of the Chief Executive Officer or in the event of his death, inability or refusal to act the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as may be delegated to him by the Board of Directors or Chief Executive Officer.

Article V, Section 5.8, is amended as follows:

Section 5.8 Chief Financial Officer. The Chief Financial Officer shall have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected, and in general perform all of the duties incident to the office of Chief Financial Officer and such other duties as from time to time may be assigned to him by the Chief Executive Officer or by the Board of Directors.

Article V, Section 5.9, is amended as follows:

Section 5.9. THIS SECTION IS LEFT INTENT1ONALLY BLANK

Article VI, Section 6.1, Last Sentence is amended as follows:

Certificates shall be signed by the Chief Executive Officer or the President or by a Vice-President and by the Secretary or an Assistant Secretary, which signatures may be facsimiles.

The remainder of this section remains unchanged.

EX-3.13(A)

Exhibit 3.13(a)

(STAMP)

ARTICLES OF INCORPORATION

OF

CHECK MART OF PENNSYLVANIA, INC.

     The undersigned, being a natural person of the age of 18 years or older, does hereby act as incorporator for the purpose of incorporating a business corporation under the Business Corporation Law of 1988.

     FIRST: The name of the corporation (hereinafter called the “Corporation”) is Check Mart of Pennsylvania, Inc.

     SECOND: The name of the commercial office provider is CT Corporation System located at One Commerce Square, 417 Walnut Street, Harrisburg, Pennsylvania 17101 and the county of location for venue purposes is Philadelphia County.

     THIRD: The Corporation has as its purpose the engaging in any lawful act or activity for which corporations may be incorporated under the Business Corporation Law of 1988, as from time to time amended or supplemented.

     FOURTH: The aggregate number of shares that the Corporation shall have authority to issue is 100, all of which shares shall be Common Shares having a par value of $0.01 each.

     FIFTH: The name and mailing address of the incorporator is John J.M. Selig, Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153.

     SIXTH: In furtherance and not in limitation of the powers conferred by law, the board of directors of the Corporation is expressly authorized to make, alter or repeal the By-laws of the Corporation, but any By-laws adopted by the board of directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

     SEVENTH: Notwithstanding any provisions in the By-laws to the contrary, each shareholder shall have one vote for each share entitled to vote on matters to be

(STAMP)

decided by a vote of the shareholders. There shall be no cumulative voting for the election of directors.

     EIGHTH: A director shall not be personally liable to the Corporation or its shareholders for damages for any breach of duty as a director, except for any matter in respect of which such director shall be liable by reason that, in addition to any and all other requirements for such liability, there shall have been a judgment or other final adjudication adverse to such director that establishes that such director’s acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that such director personally gained in fact a financial profit or other advantage to which such director was not legally entitled. Neither the amendment nor the repeal of this Article shall eliminate or reduce the effect of this Article in respect to any matter occurring, or any cause of action, suit or claim that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

     NINTH: The Corporation shall indemnify, to the fullest extent permitted by the Business Corporation Law of 1988, as the same may be amended or supplemented from time to time, all persons whom it is permitted to indemnify pursuant thereto.

     IN WITNESS WHEREOF, the undersigned has duly executed these Articles of Incorporation on this 29th day of January, 1996.

/s/ John J.M. Selig  

John J.M. Selig 

Sole Incorporator 

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PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU

EX-3.13(B)

Exhibit 3.13(b)

BY-LAWS

OF

CHECK MART OF PENNSYLVANIA, INC.

(a Pennsylvania corporation)

ARTICLE I

Shareholders

          SECTION 1. Annual Meeting. The annual meeting of shareholders for the election of directors and for the transaction of such other business as may properly comebefore the meeting shall be held at the office of the Corporation in the Commonwealth of Pennsylvania or at such other place within or without the Commonwealth of Pennsylvania as may be determined by the Board of directors and as shall be designated in the notice of said meeting, on such date and at such time as may be determined by the Board of Directors.

          SECTION 2. Special Meetings. Special meetings of the shareholders for the transaction of such business as may properly come before the meeting shall be held at the office of the Corporation in the Commonwealth of Pennsylvania, or at such other place within or without the Commonwealth of Pennsylvania as may be designated from time to time by the Board of Directors. Whenever the Board of Directors shall fail to fix such place, or whenever shareholders entitled to call a special meeting shall call the same, the meeting shall be held at the office of the Corporation in the Commonwealth of Pennsylvania. Special meetings of the shareholders shall be held upon call of the Board of Directors or of the President or any Vice-President or the Secretary or any director, at such time as may be fixed by the Board of Directors or the President or such Vice-president or the Secretary or such director, as the case may be, and as shall be stated in the notice of said meeting, except when the Business Corporation Law of 1988 of the Commonwealth of Pennsylvania (the “Business Corporation Law”) confers upon the shareholders the right to demand the call of such meeting and fix the date thereof.

          SECTION 3. Notice of Meetings. The notice of all meetings of shareholders shall be in writing, shall state the place, date and hour of the meeting and, unless it is the annual

meeting of shareholders, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of such other business as may properly come before the meeting and shall state the purpose or purposes of the meeting if any other action is to be taken at such annual meeting which could be taken at a special meeting. The notice of a special meeting shall, in all instances, state the purpose or purposes for which the meeting is called. A copy of the notice of any meeting shall be served either personally or by first class mail, in accordance with the provisions of the Business Corporation Law, to each shareholder at such shareholder’s record address or at such other address an such shareholder may have furnished by request in writing to the Secretary of the Corporation. If a meeting is adjourned to another time or place and if any announcement of the adjourned time or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the Board of Directors, after adjournment, fixes a new record date for the adjourned meeting. Notice of a meeting need not be given to any shareholder who submits a signed waiver of notice before or after the meeting. The attendance of a shareholder at a meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by such shareholder.

          SECTION 4. Shareholder Lists. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation, or by the transfer agent, if any, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, if any, or the person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

          SECTION 5. Quorum. Except as otherwise provided by law or the Corporation’s Articles of Incorporation, a quorum for the transaction of business at any meeting of shareholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the shareholders at which a quorum is present, all matters, except as otherwise provided by law, in the Articles of Incorporation or in Section 7, shall be decided by the vote of the holders of a majority of the shares entitled to vote thereat,

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that are present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholder.

          SECTION 6. Organization. Meetings of shareholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the President, or if none or in the President’s absence a vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the shareholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall choose any person present to act as secretary of the meeting.

          SECTION 7. Voting; Proxies; Required Vote; Ballots. At each meeting of shareholders, every shareholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such shareholder or by such shareholder’s duly authorized attorney-in-fact, and shall have one vote for each share entitled to vote and registered in such shareholder’s name on the books of the Corporation on the applicable record date fixed pursuant to these By-laws. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by the Business Corporation Law. At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast thereat shall elect. Except as otherwise required by law or the Articles of Incorporation, any other action shall be authorized by a majority of the votes cast.

          SECTION 8. Inspectors. The Board of Directors, in advance of any meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, and on the request of any shareholder shall, appoint one or more inspectors. In case any person appointed fails to appear or act the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of such inspector’s duties, shall take and sign an oath to execute faithfully the duties of

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inspector at such meeting with strict impartiality and according to the best of such inspector’s ability. The inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate as to any fact found by them.

          SECTION 9. Actions Without Meetings. Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled, to vote thereon.

          SECTION 10. Meaning of Certain Terms. As used herein in respect of the right to notice of a meeting of shareholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu a meeting, as the case nay be, the terms “share” and “shareholder” or “shareholders” refer to an outstanding share or shares and to a holder or holders of record of outstanding shares, respectively, when the Corporation is authorized to issue only one class of shares, and said references are also intended to include any outstanding share or shares and any holder or holders of record of outstanding shares of any class upon which or upon whom the Articles of Incorporation confers such rights, where there are two or more classes or series of shares, or upon which or upon whom the Business Corporation Law confers such rights, notwithstanding that the Articles of Incorporation may provide for more than one class or series of shares, one or more of which are limited in or denied such rights thereunder.

ARTICLE II

Board of Directors

          SECTION 1. General Powers. The business, property and affairs of the Corporation shall be managed by or under the direction of its Board of Directors.

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           SECTION 2. Qualification; Number; Term. (a) Each director shall be at least 18 years of age. A director need not be a shareholder, a citizen of the United States, or a resident of the Commonwealth of Pennsylvania. The number of directors constituting the entire Board of Directors shall be at least three, except that where all the shares are owned beneficially and of record by fewer than three shareholders, the number of directors may be less than three but not less than the number of shareholders. Subject to the foregoing limitation and except for the first Board of Directors, such number may he fixed from time to time by action of the Board of Directors or of the shareholders, or, if the number of directors is not so fixed, the number shall be three. The number of directors may be increased or decreased by action of the Board of Directors or shareholders, provided that any action of the Board of Directors to effect such increase or decrease shall require the vote of a majority of the entire Board of Directors. The use of the phrase “entire Board of Directors” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

          (b) The first Board of Directors shall be elected by the incorporator or incorporators of the Corporation and shall hold office until the first annual meeting of shareholders or until their respective successors have been elected and qualified. Thereafter, directors who are elected at an annual meeting of shareholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of shareholders and until their respective successors have been elected and qualified. In the interim between annual meetings of shareholders or special meetings of shareholders called for the election of directors, newly created directorships and any vacancies in the Board of Directors, including vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the directors then in office, although less than a quorum exists.

           SECTION 3. Quorum and Manner of Voting. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, the vote of a majority of the directors present at the time of the vote, at a meeting duly assembled, a quorum being present at such time, shall be the act of the Board of Directors.

           SECTION 4. Places of Meetings. Meetings of the Board of Directors shall be held at such place within or without the

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Commonwealth of Pennsylvania as may from time to time be determined by the Board of Directors, or as may be specified in the notice of the meeting. Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by resolution of the Board of Directors, and special meetings may be held at any time and place upon the call of the Chairman of the Board, if any, or of the President or any Vice-President or the Secretary or any director by oral, telegraphic or notice duly served as set forth in these By-laws.

          SECTION 5. Annual Meeting. Following the annual meeting of shareholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of shareholders at the same place at which such shareholders’ meeting is held.

           SECTION 6. Notice of Meetings. A notice of the place, date, time and purpose or purposes of each meeting of the Board of Directors shall be given to each director by mailing the same at least two days before the meeting, or by telegraphing or telephoning the same or by delivering the same personally not later than the day before the day of the meeting. Notice need not be given of regular meetings of the Board of Directors. Any requirements of furnishing a notice shall be waived by any director who signs a waiver of notice before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. The notice of any meeting need not specify the purpose of the meeting, and any and all business may be transacted at such meeting.

           SECTION 7. Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

          SECTION 8. Resignation. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the

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President or Secretary, unless otherwise specified in the resignation. Except as otherwise provided by law or by the Articles of Incorporation, any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

           SECTION 9. Vacancies. Unless otherwise provided in these By-laws, vacancies among the directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or, at a special meeting of the shareholders, by the holders of shares entitled to vote for the election of directors.

           SECTION 10. Actions by Written Consent. Any action required or permitted to be taken by the Board of Directors or by any committee thereof may be taken without a meeting if all members of the Board of Directors or of any such committee consent in writing to the adoption of a resolution authorizing the action and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or of any such committee.

           SECTION 11. Electronic Communication. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or any such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

ARTICLE III

Committees of the Board of Directors

           SECTION 1. Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the whole Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment. The Board of Directors shall have full power, at any time, to fill vacancies in, to change membership of, to designate alternate members of, or to discharge any such committee.

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           SECTION 2. Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

           SECTION 3. Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

           SECTION 4. Term; Termination. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

ARTICLE IV

Officers

           SECTION 1. Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a President and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and such other officers as the Board may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these By-laws and as may be assigned by the Board of Directors or the President. Any two or more offices may be held by the same person. When all of the issued and outstanding stock of the Corporation is owned by one person, such person may hold all or any combination of offices.

          SECTION 2. Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been selected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office

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arising from any cause may be filled for the unexpired portion of the terms by the Board of Directors.

     SECTION 3. Resignation Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the whole Board.

     SECTION 4. Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

     SECTION 5. President. The President shall be the Chief Executive Officer of the Corporation and shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers. The President shall preside at all meetings of the shareholders and, in the absence or disability of the Chairman of the Board of Directors, or if there be no Chairman, shall preside at all meetings of the Board of Directors. The President may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-laws to some other officer or agent of the Corporation.

     SECTION 6. Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of such Vice-President’s duties, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

     SECTION 7. Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

     SECTION 8. Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the President.

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     SECTION 9. Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE V

Books and Records

     SECTION 1. Location. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the shareholders, of the Board of Directors, and/or of any committee which the Board of Directors may appoint, and shall keep at the office of the Corporation in the Commonwealth of Pennsylvania or at the office of the transfer agent or registrar, if any, in said Commonwealth a record containing the names and addresses of all shareholders, the number and class of shares held by each, and the dates when such shareholders respectively became the owners of record thereof. Any of the foregoing books, minutes or records may be in written form or in any other form capable of being converted into written form within a reasonable time.

     SECTION 2. Addresses of Shareholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each shareholder at said shareholder’s address as it appears on the records of the Corporation.

     SECTION 3. Fixing Date for Determination of Shareholders of Record. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express to consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a record date, in accordance with the provisions of the Business Corporation Law. If no record date is fixed, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. The record date, for determining shareholders for any purpose other than that specified in the preceding sentence shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of

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shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE VI

Certificates Representing Shares

     SECTION 1. Certificates; Signatures. (a) The shares of the Corporation shall be represented by certificates representing shares, in such form as the Board of Directors may from time to time prescribe, or shall be uncertificated shares. Certificates representing shares shall have set forth thereon the statements prescribed by law and shall be signed by the Chairman of the Board or the President or a Vice-President and by the Secretary or an Assistant Secretary or a Treasurer or an Assistant Treasurer and may be sealed with the corporate seal or a facsimile thereof. Any and all signatures on any such certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee, or the shares are listed on a registered national securities exchange. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if such officer were an officer at the date of its issue.

     (b) Each certificate representing shares issued by the Corporation, if the Corporation is authorized to issue shares of more than one class, shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class authorized to be issued and, if the Corporation is authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series.

     (c) Each certificate representing shares shall state upon the face thereof:

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     (1) That the Corporation is formed under the laws of the Commonwealth of Pennsylvania;

     (2) The name of the person or persons to whom issued; and

     (3) The number and class of shares, and the designation of the series, if any, which such certificate represents.

     (d) The name of the holder of record of the shares represented thereby, with the number of shares and the date of issue, shall be entered on the books of the Corporation.

      SECTION 2. Transfer of Shares. Upon compliance with provisions governing or restricting the transferability of shares, if any, transfers of shares of the Corporation shall be made only on the share record of the Corporation by the registered holder thereof, or by such holder’s attorney-in-fact thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation or with a transfer agent or a registrar, if any, and upon the surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes due thereon, if any. A certificate representing shares shall not be issued until the full amount of consideration therefor has been paid, except as the Business Corporation Law may otherwise permit.

     SECTION 3. Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect transactions authorized by the Business Corporation Law, which shall entitle the holder, in proportion to such holder’s fractional holdings, to exercise voting rights, receive dividends and participate in liquidating distributions; or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder except as therein provided. The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

     SECTION 4. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in place of

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any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

ARTICLE VII

Dividends

     Subject, always to the provisions of law and the Articles of Incorporation, the Board of Directors shall have full power to determine whether any and, if any, what part of any, funds Legally available for the payment of dividends shall be declared as dividends and paid to shareholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the shareholders as dividends or otherwise; and before payment of any dividend; there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors free time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII

Ratification

     Any transaction, questioned in any law suit on the ground of lack of authority, defective or irregular execution. adverse interest of director, officer or shareholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified, before or after judgment, by the Board of Directors or by the shareholders and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its

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shareholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

Corporate seal

     The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, Stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.

ARTICLE X

Fiscal Year

     The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.

ARTICLE XI

Waiver of Notice

     Whenever notice is required to be given by these By-laws or by the Articles of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

ARTICLE XII

Indemnification

     SECTION 1. General Scope. The Corporation, to the fullest extent permitted and in the manner required by the laws of the Commonwealth of Pennsylvania as in effect at the time of

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the adoption of this Article XII or as the law may be amended from time to time, shall, except as set forth in Article XII, Section 2 below, (i) indemnify any officer or director of the Corporation, or any other person designated by the Board of Directors as being entitled to indemnification (and the heirs and legal representatives of such person) made, or threatened to be made, a party in an action or proceeding (including, without limitation, one by or in the right of the Corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any indemnified representative served in any capacity at the request of the Corporation, by reason of the fact that such indemnified person, or such indemnified person’s testator or intestate, was a director or officer of the Corporation or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, and (ii) provide to any such indemnified person (and the heirs and legal representatives of such person) advances for expenses incurred in pursuing such action or proceeding, upon receipt of an undertaking by or on behalf of such indemnified person to repay such amount as, and to the extent, required by the Business Corporation Law.

     SECTION 2. Limitations on Indemnification. The Corporation shall not indemnify any indemnified representative: (a) where such indemnification is expressly prohibited by applicable law; (b) where the conduct of the indemnified representative has been finally determined (i) to constitute willful misconduct or recklessness or (ii) to be based upon or attributable to the receipt by the indemnified representative of a personal benefit from the Corporation to which the indemnified representative is not legally entitled; or (c) to the extent such indemnification has been determined to be otherwise unlawful.

     SECTION 3. Indemnification Not Exclusive. The rights granted by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, agreement, vote of shareholders or disinterested directors or otherwise. The indemnification provided by or granted pursuant to this Article shall continue as to a person who has ceased to be an indemnified representative in respect of matters arising prior to such time, and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a person.

     SECTION 4. Contract Rights; Amendment or Repeal. All rights under this Article shall be deemed a contract between the

15

Corporation and the indemnified representative pursuant to which the Corporation and each indemnified representative intend to be legally bound, Any repeal, amendment or modification hereof shall be prospective only and shall not affect any rights or obligations then existing.

ARTICLE XIII

Bank accounts, Drafts, Contracts. Etc.

     SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the Treasurer or any person designated by the Treasurer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as such person may deem necessary or appropriate, and may authorize payments from such bank, accounts to be made upon and according to the check of the Corporation in accordance with the written instructions at the Treasurer, or other person so designated by the Treasurer.

     SECTION 2. Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

     SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of shareholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, frost time to time, may confer like powers upon any other person.

     SECTION 4. Financial Reports. The directors may appoint the Treasurer or other fiscal officer and/or the

16

Secretary or any other officer to cause to be prepared and furnished to shareholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision, of law.

ARTICLE XIV

Amendments

     The shareholders entitled to vote in the election of directors may amend or repeal the By-laws and may adopt new By - laws. Except as otherwise required by law or by the provisions of these By-laws, the Board of Directors may also amend or repeal the By-laws and adopt new By-laws, but By-laws adopted by the Board of Directors may be amended or repealed by the said shareholders. Any change in the By-laws shall take effect when adopted unless otherwise provided for in the resolution effecting the change.

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EXHIBIT “A”
TO
CHECK MART OF PENNSYLVANIA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 of 3)

Article I, Section 2, Last Sentence is amended as follows:

Special meetings of the shareholders shall be held upon call of the Board of Directors or the Chief Executive Officer or the President or any Vice-President or the Secretary or any Director, at such time as may be fixed by the Board of Directors or the Chief Executive Officer or such Vice-President or the Secretary or such Director, as the case may be, and as shall be stated in the notice of said meeting, except when the Business Corporation Law of the Commonwealth of Pennsylvania (the “Business Corporation Law”) confers upon the shareholders the right to demand the call of such meeting and fix the date thereof.

The remainder of this section remains unchanged.

Article I, Section 6, First Sentence is amended as follows:

Meetings of shareholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the Chief Executive Officer, or in the Chief Executive Officer’s absence the President, if any, or if none or in the President’s absence, a Vice-President, or if none of the foregoing is present, by a chairman to be chosen by the shareholders entitled to vote who are present in person or by proxy at the meeting.

The remainder of this section remains unchanged.

Article II, Section 2(a), second sentence is amended as follows:

The number of directors constituting the entire Board of Directors shall be at least two, except that where all shares are owned beneficially and of record by fewer than two shareholders, the number of directors may be less than two but not less than the number of shareholders.

The remainder of this section remains unchanged.

Article II, Section 4, Last Sentence is amended as follows:

Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by resolution of the Board of Directors, and special meetings may be held at any time and place upon the call of the Chairman of the Board, if any, or of the Chief Executive Officer, or of the President, if any, or any Vice-President or Secretary or any Director by oral, telegraphic or notice duly served as set forth in these By-laws

The remainder of this section remains unchanged.

EXHIBIT “A”
TO
CHECK MART OF PENNSYLVANIA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 of 3)

Article IV, Section 1, is amended as follows:

Section 1 — Officers — The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, Executive Vice President. Chief Financial Officer. Senior Vice President and Secretary. Any two or more offices may be held by the same person. The board of directors may appoint such other officers as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Article IV, section 2, is amended by adding the following sentence at the end of the paragraph:

The compensation, if any, of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board of Directors.

Article IV, Section 5, is amended as follows:

Section 5. Chief Executive Officer. The Chief Executive Officer shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers. The Chief Executive Officer shall preside at all meetings of the shareholders and, in the absence or disability of the Chairman of the Board of Directors or if there be no Chairman, shall preside at all meetings of the Board of Directors. The Chief Executive Officer may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-Laws, to some other officer or agent of the Corporation.

Article IV, Section 5, is amended by adding:

Section 5(a). President. The President, if any, in the absence of the Chief Executive Officer, or in the event of his death, inability or refusal to act; the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as may be delegated to him by the Board of Directors or Chief Executive Officer.

EXHIBIT “A”
TO
CHECK MART OF PENNSYLVANIA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 3 of 3)

Article IV, Section 7, is amended as follows:

Section 7. Chief Financial Officer. The Chief Financial Officer shall in general have all duties incident to the position of Chief Financial Officer and such other duties as may be assigned by the Board of Directors of Chief Executive Officer.

Article VI, Section 1(a), Second Sentence, is amended as follows:

Certificates representing shares shall have set forth thereon the statements prescribed by law and shall be signed by the Chairman of the Board or the Chief Executive Officer or the President or a Vice-President and by the Secretary or an Assistant Secretary of the Chief Financial Officer and may be sealed with the corporate seal or a facsimile thereof.

The remainder of this section remains unchanged.

EX-3.14(A)

Exhibit 3.14(a)

(STAMP)

ARTICLES OF INCORPORATION

OF

CHECK MART OF TEXAS, INC.

          The undersigned, being a natural person of the age of 18 years or older, does hereby act as incorporator for the purpose of incorporating a business corporation under the Texas Business Corporation Act.

          FIRST: The name of the corporation (hereinafter called the “Corporation”) is Check Mart of Texas, Inc.

          SECOND: The name and address of the initial registered office of the Corporation in the State of Texas is C T Corporation System, 350 North St. Paul Street, Dallas, Texas 75201. The registered office of the Corporation in the State of Texas shall be deemed for venue and official publication purposes to be located in Dallas County.

          THIRD: The Corporation has as its purpose the engaging in any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act, as from time to time amended or supplemented.

          FOURTH: The aggregate number of shares that the Corporation shall have authority to issue is 100, all of which shares shall be Common Shares having a par value of $0.01 each.

          FIFTH: The name and mailing address of the incorporator is John J.M. Selig, Well, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153.

          SIXTH: In furtherance and not in limitation of the powers conferred by law, the board of directors of the Corporation is expressly authorized to make, alter or repeal the By-laws of the Corporation, but any By-laws adopted by the board of directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

(Illegible)

          SEVENTH: Notwithstanding any provisions in the By-laws to the contrary, each shareholder shall have one vote for each share entitled to vote on matters to be decided by a vote of the shareholders. There shall be no cumulative voting for the election of directors.

          EIGHTH: A director shall not be personally liable to the Corporation or its shareholders for damages for any breach of duty as a director, except for any matter in respect of which such director shall be liable by reason that, in addition to any and all other requirements for such liability, there shall have been a judgment or other final adjudication adverse to such director that establishes that such director’s acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that such director personally gained in fact a financial profit or other advantage to which such director was not legally entitled. Neither the amendment nor the repeal of this Article shall eliminate or reduce the effect cause of action, suit or claim that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

          NINTH: The Corporation shall indemnify, to the fullest extent permitted by the Texas Business Corporation Act, as the same may be amended or supplemented from time to time, all persons whom it is permitted to indemnify pursuant thereto.

          TENTH: The period of duration of the Corporation is perpetual.

          ELEVENTH: The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least $1,000.00, consisting of money, labor done, or property actually received.

          TWELFTH: Shareholders of the Corporation shall have no preemptive right to acquire additional, unissued, or treasury shares of the Corporation.

          THIRTEENTH: The number of directors constituting the initial board of directors of the Corporation is two (2), and the name and the address of the persons who are to serve as directors until the first annual meeting of the

2

(Illegible)

shareholders or until their successors are elected and qualified are:

NAME	ADDRESS
Jeffrey A. Weiss	Dollar Financial Group
	1436 Lancaster Avenue
	Suite 210
	Berwyn, PA 19312
Donald F. Gayhardt	Dollar Financial Group
	1436 Lancaster Avenue
	Suite 210
	Berwyn, PA 19312

          IN WITNESS WHEREOF, the undersigned has duly executed these Articles of Incorporation on this 29th day of January, 1996.

/s/ John J.M. Selig  

John J.M. Selig 

Sole Incorporator 

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EX-3.14(B)

Exhibit 3.14(b)

BY-LAWS

OF

CHECK MART OF TEXAS, INC.

(a Texas corporation)

ARTICLE I

Shareholders

     SECTION 1. Annual Meeting. The annual meeting of shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at the office of the Corporation in the State of Texas or at such other place within or without the State of Texas as may be determined by the Board of Directors and as shall be designated in the notice of said meeting, on such date and at such time as may be determined by the Board of Directors.

     SECTION 2. Special Meetings. Special meetings of the shareholders for the transaction of such business as may properly come before the meeting shall be held at the office of the Corporation in the State of Texas, or at such other place within or without the State of Texas as may be designated from time to time by the Board of Directors. Whenever the Board of Directors shall fail to fix such place, or whenever shareholders entitled to call a special meeting shall call the same, the meeting shall be held at the office of the Corporation in the State of Texas. Special meetings of the shareholders shall be held upon call of the Board of Directors or of the President or any Vice-President or the Secretary or any director, at such time as may be fixed by the Board of Directors or the President or such Vice-President or the Secretary or such director, as the case may be, and as shall be stated in the notice of said meeting, except when the Texas Business Corporation Act of the State of Texas (the “Business Corporation Law”) confers upon the shareholders the right to demand the call of such meeting and fix the date thereof.

     SECTION 3. Notice of Meetings. The notice of all meetings of shareholders shall be in writing, shall state the place, date and hour of the meeting and, unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. The notice of an annual meeting of shareholders shall state that the meeting is called for the election of directors and for the transaction of such other business as may

properly come before the meeting and shall state the purpose or purposes of the meeting if any other action is to be taken at such annual meeting which could be taken at a special meeting. The notice of a special meeting shall, in all instances, state the purpose or purposes for which the meeting is called. A copy of the notice of any meeting shall be served either personally or by first class mail, in accordance with the provisions of the Business Corporation Law, to each shareholder at such shareholder’s record address or at such other address as such shareholder may have furnished by request in writing to the Secretary of the Corporation. If a meeting is adjourned to another time or place and if any announcement of the adjourned time or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the Board of Directors, after adjournment, fixes a new record date for the adjourned meeting. Notice of a meeting need not be given to any shareholder who submits a signed waiver of notice before or after the meeting. The attendance of a shareholder at a meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by such shareholder.

     SECTION 4. Shareholder Lists. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation, or by the transfer agent, if any, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, if any, or the person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

     SECTION 5. Quorum. Except as otherwise provided by law or the Corporation’s Articles of Incorporation, a quorum for the transaction of business at any meeting of shareholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the shareholders at which a quorum is present, all matters; except as otherwise provided by law, in Section 7 hereunder or in the Articles of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thereat, that are present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholder.

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     SECTION 6. Organization. Meetings of shareholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the President, or if none or in the President’s absence a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the shareholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall choose any person present to act as secretary of the meeting.

     SECTION 7. Voting; Proxies; Required Vote; Ballots. At each meeting of shareholders, every shareholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such shareholder or by such shareholder’s duly authorized attorney-in-fact, and shall have one vote for each share entitled to vote and registered in such shareholder’s name on the books of the Corporation on the applicable record date fixed pursuant to these By-laws. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by the Business Corporation Law. At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast thereat shall elect. Except as otherwise required by law or the Articles of Incorporation, any other action shall be authorized by a majority of the votes cast.

     SECTION 8. Inspectors. The Board of Directors, in advance of any meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, and on the request of any shareholder shall, appoint one or more inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of such inspector’s duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of such inspector’s ability. The inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder, the inspectors shall make a report in

3

writing of any challenge, question or matter determined by them and execute a certificate as to any fact found by them.

     SECTION 9. Actions Without Meetings. Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon.

     SECTION 10. Meaning of Certain Terms. As used herein in respect of the right to notice of a meeting of shareholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the terms “share” and “shareholder” or “shareholders” refer to an outstanding share or shares and to a holder or holders of record of outstanding shares, respectively, when the Corporation is authorized to issue only one class of shares, and said references are also intended to include any outstanding share or shares and any holder or holders of record of outstanding shares of any class upon which or upon whom the Articles of Incorporation confers such rights, where there are two or more classes or series of shares, or upon which or upon whom the Business Corporation Law confers such rights, notwithstanding that the Articles of Incorporation may provide for more than one class or series of shares, one or more of which are limited in or denied such rights thereunder.

ARTICLE II

Board of Directors

     SECTION 1. General Powers. The business, property and affairs of the Corporation shall be managed by or under the direction of its Board of Directors.

     SECTION 2. Qualification; number; Term. (a) Each director shall be at least 18 years of age. A director need not be a shareholder, a citizen of the United States, or a resident of the State of Texas. The number of directors constituting the entire Board of Directors shall be at least three, except that where all the shares are owned beneficially and of record by fewer than three shareholders, the number of directors may be less than three but not less than the number of shareholders. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the Board of Directors or of the shareholders, or, if the number of directors is not so fixed, the number shall be three. The number of directors may be increased or decreased by action of the Board of Directors or shareholders, provided that any

4

action of the Board of Directors to effect such increase or decrease shall require the vote of a majority of the entire Board of Directors. The use of the phrase “entire Board of Directors” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

     (b) The first Board of Directors shall be elected by the incorporator or incorporators of the Corporation and shall hold office until the first annual meeting of shareholders or until their respective successors have been elected and qualified. Thereafter, directors who are elected at an annual meeting of shareholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of shareholders and until their respective successors have been elected and qualified. In the interim between annual meetings of shareholders or special meetings of shareholders called for the election of directors, newly created directorships and any vacancies in the Board of Directors, including vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the directors then in office, although less than a quorum exists.

     SECTION 3. Quorum and Manner of Voting. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, the vote of a majority of the directors present at the time of the vote, at a meeting duly assembled, a quorum being present at such time, shall be the act of the Board of Directors.

     SECTION 4. Places of Meetings. Meetings of the Board of Directors shall be held at such place within or without the State of Texas as may from time to time be determined by the Board of Directors, or as may be specified in the notice of the meeting. Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by resolution of the Board of Directors, and special meetings may be held at any time and place upon the call of the Chairman of the Board, if any, or of the President or any Vice-President or the Secretary or any director by oral, telegraphic or notice duly served as set forth in these By-laws.

     SECTION 5. Annual Meeting. Following the annual meeting of shareholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of

5

shareholders at the same place at which such shareholders’ meeting is held.

     SECTION 6. Notice of Meetings. A notice of the place, date, time and purpose or purposes of each meeting of the Board of Directors shall be given to each director by mailing the same at least two days before the meeting, or by telegraphing or telephoning the same or by delivering the same personally not later than the day before the day of the meeting. Notice need not be given of regular meetings of the Board of Directors. Any requirements of furnishing a notice shall be waived by any director who signs a waiver of notice before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. The notice of any meeting need not specify the purpose of the meeting, and any and all business may be transacted at such meeting.

     SECTION 7. Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

     SECTION 8. Resignation. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Except as otherwise provided by law or by the Articles of Incorporation, any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

     SECTION 9. Vacancies. Unless otherwise provided in these By-laws, vacancies among the directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or, at a special meeting of the shareholders, by the holders of shares entitled to vote for the election of directors.

     SECTION 10. Actions by Written Consent. Any action required or permitted to be taken by the Board of Directors or by any committee thereof may be taken without a meeting if all members of the

6

Board of Directors or of any such committee consent in writing to the adoption of a resolution authorizing the action and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or of any such committee.

     SECTION 11. Electronic Communication. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or any such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

ARTICLE III

Committees of the Board of Directors

     SECTION 1. Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the whole Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment. The Board of Directors shall have full power, at any time, to fill vacancies in, to change membership of, to designate alternate members of, or to discharge any such committee.

     SECTION 2. Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

     SECTION 3. Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

     SECTION 4. Term; Termination. In the event any person shall cease to be a director of the Corporation, such person shall

7

simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

ARTICLE IV

Officers

     SECTION 1. Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a President and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and such other officers as the Board may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these By-laws and as may be assigned by the Board of Directors or the President. Any two or more offices may be held by the same person. When all of the issued and outstanding stock of the Corporation is owned by one person, such person may hold all or any combination of offices.

     SECTION 2. Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors.

     SECTION 3. Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the whole Board.

     SECTION 4. Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

     SECTION 5. President. The President shall be the Chief Executive Officer of the Corporation and shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers. The President shall preside at all meetings of the shareholders and, in the absence or disability of the Chairman of the Board of Directors, or if there be no Chairman, shall preside at all meetings of the Board of Directors. The President may

8

execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-laws, to some other officer or agent of the Corporation.

     SECTION 6. Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of such Vice-President’s duties, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

     SECTION 7. Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

     SECTION 8. Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the President.

     SECTION 9. Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE V

Books and Records

     SECTION 1. Location. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the shareholders, of the Board of Directors, and/or of any committee which the Board of Directors may appoint, and shall keep at the office of the Corporation in the State of Texas or at the office of the transfer agent or registrar, if any, a record containing the names and addresses of all shareholders, the number and class of shares held by each, and the dates when such shareholders respectively became the owners of record thereof. Any of the foregoing books, minutes or records may be in written form or in any other form capable of being converted into written form within a reasonable time.

     SECTION 2. Addresses of Shareholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each shareholder at said shareholder’s address as it appears on the records of the Corporation.

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     SECTION 3. Fixing Date for Determination of Shareholders of Record. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express to consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a record date, in accordance with the provisions of the Business Corporation Law. If no record date is fixed, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. The record date for determining shareholders for any purpose other than that specified in the preceding sentence shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE VI

Certificates Representing Shares

     SECTION 1. Certificates; Signatures. (a) The shares of the Corporation shall be represented by certificates representing shares, in such form as the Board of Directors may from time to time prescribe, or shall be uncertificated shares. Certificates representing shares shall have set forth thereon the statements prescribed by law and shall be signed by the Chairman of the Board or the President or a Vice-President and by the Secretary or an Assistant Secretary or a Treasurer or an Assistant Treasurer and may be sealed with the corporate seal or a facsimile thereof. Any and all signatures on any such certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee, or the shares are listed on a registered national securities exchange. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if such officer were an officer at the date of its issue.

     (b) Each certificate representing shares issued by the Corporation, if the Corporation is authorized to issue shares of more

10

than one class, shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class authorized to be issued and, if the Corporation is authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series.

          (c) Each certificate representing shares shall state upon the face thereof:

          (1) That the Corporation is formed under the laws of the State of Texas;

          (2) The name of the person or persons to whom issued; and

          (3) The number and class of shares, the par value of each such share and the designation of the series, if any, which such certificate represents.

          (d) The name of the holder of record of the shares represented thereby, with the number of shares and the date of issue, shall be entered on the books of the Corporation.

          SECTION 2. Transfer of Shares. Upon compliance with provisions governing or restricting the transferability of shares, if any, transfers of shares of the Corporation shall be made only on the share record of the Corporation by the registered holder thereof, or by such holder’s attorney-in-fact thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation or with a transfer agent or a registrar, if any, and upon the surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes due thereon, if any. A certificate representing shares shall not be issued until the full amount of consideration therefor has been paid, except as the Business Corporation Law may otherwise permit.

          SECTION 3. Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect transactions authorized by the Business Corporation Law, which shall entitle the holder, in proportion to such holder’s fractional holdings, to exercise voting rights, receive dividends and participate in liquidating distributions; or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it

11

may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder except as therein provided. The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

          SECTION 4. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

ARTICLE VII

Dividends

          Subject always to the provisions of law and the Articles of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to shareholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the shareholders as dividends or otherwise; and before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

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ARTICLE VIII

Ratification

          Any transaction, questioned in any law suit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or shareholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified, before or after judgment, by the Board of Directors or by the shareholders and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its shareholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

Corporate Seal

          The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.

ARTICLE X

Fiscal Year

          The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.

ARTICLE XI

Waiver of Notice

          Whenever notice is required to be given by these By-laws or by the Articles of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

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ARTICLE XII

Indemnification

          SECTION 1. General Scope. The Corporation, to the fullest extent permitted and in the manner required by the laws of the State of Texas as in effect at the time of the adoption of this Article XII or as the law may be amended from time to time, shall, except as set forth in Article XII, Section 2 below, (i) indemnify any officer or director of the Corporation, or any other person designated by the Board of Directors as being entitled to indemnification (and the heirs and legal representatives of such person) made, or threatened to be made, a party in an action or proceeding (including, without limitation, one by or in the right of the Corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any indemnified representative served in any capacity at the request of the Corporation, by reason of the fact that such indemnified person, or such indemnified person’s testator or intestate, was a director or officer of the Corporation or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, and (ii) provide to any such indemnified person (and the heirs and legal representatives of such person) advances for expenses incurred in pursuing such action or proceeding, upon receipt of an undertaking by or on behalf of such indemnified person to repay such amount as, and to the extent, required by the Business Corporation Law.

          SECTION 2. Limitations on Indemnification. The Corporation shall not indemnify any indemnified representative: (a) where such indemnification is expressly prohibited by applicable law; (b) where the conduct of the indemnified representative has been finally determined (i) to constitute willful misconduct or recklessness or (ii) to be based upon or attributable to the receipt by the indemnified representative of a personal benefit from the Corporation to which the indemnified representative is not legally entitled; or (c) to the extent such indemnification has been determined to be otherwise unlawful.

          SECTION 3. Indemnification Not Exclusive. The rights granted by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, agreement, vote of shareholders or disinterested directors or otherwise. The indemnification provided by or granted pursuant to this Article shall continue as to a person who has ceased to be an indemnified representative in respect of matters arising prior to such time, and shall inure to the benefit of the heirs,

14

executors, administrators and personal representatives of such a person.

          SECTION 4. Contract Rights; Amendment or Repeal. All rights under this Article shall be deemed a contract between the Corporation and the indemnified representative pursuant to which the Corporation and each indemnified representative intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not affect any rights or obligations then existing.

ARTICLE XIII

Bank Accounts, Drafts, Contracts, Etc.

          SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the Treasurer or any person designated by the Treasurer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as such person may deem necessary or appropriate, and may authorize payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of the Treasurer, or other person so designated by the Treasurer.

          SECTION 2. Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

          SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of shareholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

15

          SECTION 4. Financial Reports. The directors may appoint the Treasurer or other fiscal officer and/or the Secretary or any other officer to cause to be prepared and furnished to shareholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIV

Amendments

          The shareholders entitled to vote in the election of directors may amend or repeal the By-laws and may adopt new By-laws. Except as otherwise required by law or by the provisions of these By-laws, the Board of Directors may also amend or repeal the By-laws and adopt new By-laws, but By-laws adopted by the Board of Directors may be amended or repealed by the said shareholders. Any change in the By-laws shall take effect when adopted unless otherwise provided for in the resolution effecting the change.

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EXHIBIT “A”
TO
CHECK MART OF TEXAS, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 of 3)

Article I, Section 2, Last Sentence is amended as follows:

Special meetings of the shareholders shall be held upon call of the Board of Directors or the Chief Executive Officer or the President or any Vice-President or the Secretary or any Director, at such time as may be fixed by the Board of Directors or the Chief Executive Officer or such Vice-President or the Secretary or such Director, as the case may be, and as shall be stated in the notice of said meeting, except when the Business Corporation Law of the Commonwealth of Pennsylvania (the “Business Corporation Law”) confers upon the shareholders the right to demand the call of such meeting and fix the date thereof.

The remainder of this section remains unchanged.

Article I, Section 6, First Sentence is amended as follows:

Meetings of shareholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the Chief Executive Officer, or in the Chief Executive Officer’s absence the President, if any, or if none or in the President’s absence, a Vice-President, or if none of the foregoing is present, by a chairman to be chosen by the shareholders entitled to vote who are present in person or by proxy at the meeting.

The remainder of this section remains unchanged.

Article II, Section 2(a), second sentence is amended as follows:

The number of directors constituting the entire Board of Directors shall be at least two, except that where all shares are owned beneficially and of record by fewer than two shareholders, the number of directors may be less than two but not less than the number of shareholders.

The remainder of this section remains unchanged.

Article II, Section 4, Last Sentence is amended as follows:

Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by resolution of the Board of Directors, and special meetings may be held at any time and place upon the call of the Chairman of the Board, if any, or of the Chief Executive Officer, or of the President, if any, or any Vice-President or Secretary or any Director by oral, telegraphic or notice duly served as set forth in these By-Laws.

The remainder of this section remains unchanged.

EXHIBIT “A”
TO
CHECK MART OF TEXAS, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 of 3)

Article IV, Section 1, is amended as follows:

Section 1 — Officers — The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, Executive Vice President, Chief Financial Officer, Senior Vice President and Secretary. Any two or more offices may be held by the same person. The board of directors may appoint such other officers as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Article IV, Section 2, is amended by adding the following sentence at the end of the paragraph:

The compensation, if any, of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board of Directors.

Article IV, Section 5, is amended as follows:

Section 5. Chief Executive Officer. The Chief Executive Officer shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers. The Chief Executive Officer shall preside at all meetings of the shareholders and, in the absence or disability of the Chairman of the Board of Directors, or if there be no Chairman, shall preside at all meetings of the Board of Directors. The Chief Executive Officer may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-Laws, to some other officer or agent of the Corporation.

Article IV, Section 5, is amended by adding:

Section 5(a). President. The President, if any, in the absence of the Chief Executive Officer, or in the event of his death, inability or refusal to act: the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as may be delegated to him by the Board of Directors or Chief Executive Officer.

EXHIBIT “A”
TO
CHECK MART OF TEXAS, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 3 of 3)

Article IV, Section 7, is amended as follows:

Section 7. Chief Financial Officer. The Chief Financial Officer shall in general have all duties incident to the position of Chief Financial Officer and such other duties as may be assigned by the Board of Directors of Chief Executive Officer.

Article VI, Section 1(a), Second Sentence, is amended as follows:

Certificates representing shares shall have set forth thereon the statements prescribed by law and shall be signed by the Chairman of the Board or the Chief Executive Officer or the President or a Vice-President and by the Secretary or an Assistant Secretary of the Chief Financial Officer and may be sealed with the corporate seal or a facsimile thereof.

The remainder of this section remains unchanged.

EX-3.15(A)

Exhibit 3.15(a)

DFI/CORP/38	United States of America
RECORD 2/00
	State of Wisconsin
	DEPARTMENT OF FINANCIAL INSTITUTIONS

To All to Whom These Presents Shall Come, Greeting:

     I, RAY ALLEN, Deputy Administrator, Division of Corporate & Consumer Services, Department of Financial Institutions, do hereby certify that the annexed copy has been compared by me with the record on file in the Corporation Section of the Division of Corporate & Consumer Services of this department and that the same is a true copy thereof and the whole of such record; and that I am the legal custodian of said record, and that this certification is in due form.

		IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the official seal of the Department.
		/s/ RAY ALLEN
		RAY ALLEN, Deputy Administrator Division of Corporate & Consumer Services Department of Financial Institutions
DATE: DEC 21 2009	BY:	/s/ Patica Weber

Effective July 1, 1996, the Department of Financial Institutions assumed the functions previously performed by the Corporations Division of the Secretary of State and is the successor custodian of corporate records formerly held by the Secretary of State.

ARTICLES OF INCORPORATION
OF
CHECK MART OF WISCONSIN, INC.

Pursuant to Section 180.0202 of the Wisconsin Business Corporation LAW the undersigned hereby executes the following Articles of Incorporation for the purpose of forming a Wisconsin for profit corporation under Chapter 180 of the Wisconsin Statutes, repealed and recreated by 1989 Wisconsin Act 303.

ARTICLE 1. The name of the corporation is:

CHECK MART OF WISCONSIN, INC.

ARTICLE 2. The corporation shall have authority to issue one hundred (100) shares of common stock $.01 par value.

ARTICLE 3. The address of its initial registered office in the State of Wisconsin is 44 East Mifflin Street, Madison, Wisconsin 53703. The name of its registered agent at such address is CT Corporation System.

ARTICLE 4. The name and mailing address of the sole incorporator is as follows:

Steven C. Bravato
KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS
1401 Walnut Street
Philadelphia, PA 19102

ARTICLE 5. The names of the individuals constituting the initial Board of Directors of the corporation are:

Jeffrey Weiss
Donald Gayhardt

          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the Wisconsin Business Corporation Law, do make these articles, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 14th day of July, 1995.

/s/ Steven C. Bravato  

Steven C. Bravato, Sole Incorporator 

This document was drafted by Brian J. Sisko, Esquire. Cl C041798

$90.00 & $ 25.00Exp

ARTICLES OF
INCORPORATION

Chap. 180

STATE OF WISCONSIN
FILED

JUL 17 1995

DOUGLAS LA FOLLETTE
SECRETARY OF STATE

Tommy
CT Corporation System
44 E. Mifflin St.
Madison WI 53703

EX-3.15(B)

Exhibit 3.15(b)

BY-LAWS
OF
CHECK MART OF WISCONSIN, INC.
(a Wisconsin Corporation)

ARTICLE I — OFFICES

     1. The registered office of the corporation in the State of Wisconsin shall be % CT Corporation System, 44 East Mifflin Street, Madison, Wisconsin 53703.

     2. The corporation may also have offices at such other places within or without Wisconsin as the Board of Directors may from time to time appoint or the business of the Corporation may require.

ARTICLE II — SEAL

     1. The corporation seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal; Wisconsin.

ARTICLE III — SHAREHOLDERS’ MEETING

     1. Meetings of the shareholders shall be held at the registered office of the corporation or at such other place or places, either within or without the State of Wisconsin, as may from time to time be selected.

     2. The annual meeting of the shareholders shall be held on the first day of April in each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10 o’clock A.M., when they shall elect a Board of Directors, and

transact such other business as may properly be brought before the meeting. If the annual meeting shall not be called and held during any calendar year, any shareholder may call such meeting at any time thereafter.

     3. The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter shall constitute a quorum for the purpose of considering such matter, and, unless otherwise provided by statute the acts, at a duly organized meeting, of the shareholders present, in person or by proxy, entitled to cast at least a majority of the votes which all shareholders present are entitled to cast shall be the acts of the shareholders. The shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Adjournment or adjournments of any annual or special meeting may be taken, but any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding fifteen days each, as may be directed by shareholders who are present in person or by proxy and who are entitled to cast at least a majority of the votes which all such shareholders would be entitled to cast at an election of directors until such directors have been elected. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as they may determine, but in the case of any meeting called for the

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election of directors, those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors.

     4. Every shareholder entitled to vote at a meeting of shareholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for him by proxy. Every proxy shall be executed in writing by the shareholders, or by his duly authorized attorney in fact, and filed with the Secretary of the corporation. No unrevoked proxy shall be valid after eleven months from the date of its execution, unless a longer time is expressly provided therein. A proxy shall not be revoked by the death or incapacity of the maker unless before the vote is counted or the authority is exercised, written notice of such death or incapacity, is given to the Secretary of the corporation. A shareholder shall not sell his vote or execute a proxy to any person for any sum of money or anything of value. A proxy coupled with an interest shall include an unrevoked proxy in favor of a creditor of a shareholder and such proxy shall be valid so long as the debt owed by him to the creditor remains unpaid. Elections for directors need not be by ballot, except upon demand made by a shareholder at the election and before the voting begins. Except as otherwise provided in the Articles, in each election of directors cumulative voting shall be allowed. No share shall be voted at any meeting upon which any installment is due and unpaid.

     5. Written notice of the annual meeting shall be given to

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each shareholder entitled to vote thereat, at least ten days prior to the meeting.

     6. In advance of any meeting of shareholders, the Board of Directors may appoint judges of election, who need not be shareholders, to act at such meeting or any adjournment thereof. If judges of election be not so appointed, the chairman of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment at any meeting. The number of judges shall be one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present and entitled to vote shall determine whether one or three judges are to be appointed. On request of the chairman of the meeting, or of any shareholder or his proxy, the judges shall make a report in writing of any challenge or question or matter determined by then, and execute a certificate of any fact found by there. No person who is a candidate for office shall act as a judge.

     7. Special meetings of the shareholders may be called at any time by the President, or the Board of Directors, or shareholders entitled to cast at least one-tenth of the votes which all shareholders are entitled to cast at the particular meeting. At any time, upon written request of any person or persons who have duly called a special meeting, it shall be the duty of the Secretary to fix the date of the meeting, to be held not more than sixty days after the receipt of the request, and to give due notice thereof. If the Secretary shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons

-4-

calling the meeting may do so.

     8. Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto, unless all shareholders entitled to vote are present and consent.

     9. Written notice of a special meeting of the shareholders stating the time and place and object thereof, shall be given to each shareholder entitled to vote thereat at least ten days before such meeting, unless a greater period of notice is required by statute in a particular case.

     10. The officer or agent having charge of the transfer books shall make at least five days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this state, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book, or to vote in person or by proxy at any meeting of shareholders.

ARTICLE IV — DIRECTORS

     1. The business of this corporation shall be managed by its

-5-

Board of Directors, two in number. The directors need not be resident of this state or shareholders in the corporation. They shall be elected by the shareholders at the annual meeting of shareholders of the corporation, and each director shall be elected for the term of one year, and until his successor shall be elected and shall qualify.

     2. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles or by these By-Laws directed or required to be exercised or done by the shareholders.

     3. The meetings of the Board of Directors may be held at such place within this state, or elsewhere, as a majority of the directors may from time to time appoint, or as may be designated in the notice calling the meeting.

     4. Each newly elected Board may meet at such place and time as shall be fixed by the shareholders at the meeting at which such directors are elected and no notice shall be necessary to the newly elected directors in order legally to constitute the meeting, or they may meet at such place and time as may be fixed by the consent in writing of all the directors.

     5. Regular meetings of the Board shall be held without notice at the registered office of the corporation, or at such other time and place as shall be determined by the Board.

     6. Special meetings of the Board may be called by the President on two days’ notice to each director, either personally

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or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors in office.

     7. A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. Any action which may be taken at a meeting of the directors may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all the directors and shall be filed with the Secretary of the corporation.

     8. Directors as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board PROVIDED, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE V — OFFICERS

     1. The executive officers of the corporation shall be chosen by the directors and shall be a President, Secretary and Treasurer. The Board of Directors may also choose a Vice President, and such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall have such authority and shall perform such duties as from time to time shall be prescribed

-7-

by the Board. Any number of offices may be held by the same person except the offices of President and Secretary, and the offices of President and Vice President. It shall not be necessary for the officers to be directors.

     2. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

     3. The officers of the corporation shall hold office for one year and until their successors are chosen and have qualified. Any officer or agent elected or appointed by the Board may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby.

     4. The President shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and directors; he shall have general and active management of the business of the corporation, shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the corporation. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation. He shall be EX-OFFICIO a member of all committees, and shall have the general powers and duties of supervision and management usually vested in the office of the President of a corporation.

     5. The Secretary shall attend all sessions of the Board and all meetings of the shareholders and act as clerk thereof, and

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record all the votes of the corporation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, and under whose supervision he shall be. He shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it.

     6. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall keep the moneys of the corporation in a separate account to the credit of the corporation. He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation.

ARTICLE VI — VACANCIES

     1. If the office of any officer or agent, one or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.

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     2. Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of directors, shall be filled by a majority of the remaining members of the Board though less than a quorum, and each person so elected shall be a director until his successor is elected by the shareholders, who may make such election at the next annual meeting of the shareholders or at any special meeting duly called for that purpose and held prior thereto.

ARTICLE VII — CORPORATE RECORDS

     1. There shall be kept at the registered office of principal place of business of the corporation an original or duplicate record of the proceedings of the shareholders and of the directors, and the original or a copy of its By-Laws, including all amendments or alterations thereto to date, certified by the Secretary of the corporation. An original or duplicate share register shall also be kept at the registered office or principal place of business or at the office of a transfer agent or registrar, giving the names of the shareholders, their respective addresses and the number and classes of shares held by each.

     2. Every shareholder shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the share register, books or records of account, and records of the proceedings of the shareholders and directors, and make copies or extracts therefrom. A proper purpose shall mean

-10-

a purpose reasonably related to such person’s interest as a shareholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorized the attorney or other agent to so act on behalf of the shareholder. The demand under oath shall be directed to the corporation at its registered office in the state or at its principal place of business.

ARTICLE VIII — SHARE CERTIFICATES, DIVIDENDS, ETC.

     1. The share certificates of the corporation shall be numbered and registered in the share ledger and transfer books of the corporation as they are issued. They shall bear the corporate seal and shall be signed by the President or a Vice President and the Secretary or Assistant Secretary.

     2. Transfer of shares shall be made on the books of the corporation upon surrender of the certificates therefor, endorsed by the person named in the certificate or by attorney, lawfully constituted in writing. No transfer shall be made which is inconsistent with law.

     3. The Board of Directors may fix a time, not more than fifty days, prior to the date of any meeting of shareholders, or the date fixed for the payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares will be made or go into effect, as a record date for the determination of the shareholders entitled

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to notice of, or to vote at, any such meeting, or entitled to receive payment of any such dividend or distribution or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of shares. In such case, only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of, or to vote at, such meeting or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of such period, and in such case, written or printed notice thereof shall be mailed at least ten days before the closing thereof to each shareholder of record at the address appearing on the records of the corporation or supplied by him to the corporation for the purpose of notice. While the stock transfer books of the corporation are closed, no transfer of shares shall be made thereon. If no record date is fixed for the determination of shareholders entitled to receive notice of, or vote at, a shareholders’ Meeting, transferees or shares which are transferred on the books of the corporation within ten days next preceding the date of such meeting shall not be entitled to notice of or to vote at such meeting.

     4. In the event that a share certificate shall be lost, destroyed or mutilated, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board of

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Directors may prescribe.

     5. The Board of Directors may declare and pay dividends upon the outstanding shares of the corporation, from time to time and to such extent as they deem advisable, in the Banner and upon the terns and conditions provided by statute and the Articles of Incorporation.

     6. Before payment of any dividend there may be set aside out of the net profits of the corporation such sum or sums as the directors, from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created.

ARTICLE IX — MISCELLANEOUS PROVISIONS

     1. All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

     2. The fiscal year of the corporation shall begin on the first day of January.

     3. Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the mail, or by telegram, charges prepaid, to his address appearing on the books of the corporation, or supplied by him to the corporation for the purpose of notice, if

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the notice is sent by mail or by telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail, or with a telegraph office for the transmission to such person. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting at shareholders, the general nature of the business to be transacted.

     4. Whenever any written notice is required by statute, or by the Articles or By-Laws of this corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except in the case of a special meeting of shareholders, neither the business to be transacted at nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

     5. One or more directors or shareholders may participate in a meeting of the Board, or a committee of the Board or of the shareholders, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

     6. Except as otherwise provided in the Articles or By-Laws

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of this corporation, any action which may be taken at a meeting, of the shareholders or of a class of shareholders may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and shall be filed with the secretary of the corporation.

     7. Any payments made to any officer or employee of the corporation such as a salary, commission, bonus, interest, rent, travel or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or employee to the corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer or employee, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

ARTICLE X — ANNUAL STATEMENT

     1. The President and Board of Directors shall present at each annual meeting a full and complete statement of the business and affairs of the corporation for the preceding year. Such statement shall be prepared and presented in whatever manner the Board of Directors shall deem advisable and need not be verified by a certified public accountant.

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ARTICLE XI — AMENDMENTS

     1. These By-laws may be amended or repealed by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast thereon, at any regular or special meeting of the shareholders, duly convened after notice to the shareholders of that purpose.

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EXHIBIT “A”
TO
CHECK MART OF WISCONSIN, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 of 3)

Article III, Section 2, is amended as follows:

2. The annual meeting of the shareholders shall be held at such date and time as may be determined by the Board of Directors.

Article IV, Section 6, is amended as follows:

6. Special meetings of the Board may he called by the Chief Executive Officer or in his absence the President, on two days notice to each director, either personally or by mail or by telegram; special meetings shall be called by the Chief Executive Officer or President or Secretary in like manner and on like notice on the written request of a majority of the directors in office.

Article V, Section 1, is amended as follows:

1. The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, Executive Vice President, Chief Financial Officer, Senior Vice President and Secretary. Any two or more offices may be held by the same person. The board of directors may appoint such other officers as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Article V, Section 4, is amended as follows:

4. The Chief Executive Officer of the corporation shall preside at all meetings of the shareholders and directors; he shall have general and active management of the business of the corporation, shall see that all orders and resolutions of the Board are carried into effect, subject, however; to the right of directors to delegate any specific powers, except such as may be by statute exclusively conferred on the Chief Executive Officer, to any other officer or officers of the corporation. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation. He shall be EX-OFFICIO a member of all committees, and shall have general powers and duties of supervision and management usually vested in the office of the Chief Executive Officer of a corporation.

EXHIBIT “A”
TO
CHECK MART OF WISCONSIN, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 of 3)

Article V, is amended by adding:

Section 4(a). President. The President, if any in the absence of the Chief Executive Officer, or in the event of his death, inability or refusal to act; the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as may be delegated to him by the Board of Directors or Chief Executive Officer.

Article V, Section 5, Second Sentence is amended as follows:

He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chief Executive Officer or President, and under whose supervision he will be.

The remainder of this section remains unchanged.

Article V, Section 6, is amended as follows:

6. The Chief Financial Officer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall keep the moneys of the corporation in a separate account to the credit of the corporation. He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer or President or Directors, at regular meetings of the Board, or whenever they may require it, an account of all his transactions as Chief Financial Officer and of the financial condition of the corporation.

Article IV, is further amended by adding:

7. The Vice-President or, if there shall be more than one, the Vice-presidents in the order determined by the Board of Directors, shall, in the absence or disability of the President, shall perform such other duties and have such other powers as the Board of Directors, Chief Executive Officer or President may from time to time prescribe.

EXHIBIT “A”
TO
CHECK MART OF WISCONSIN, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 3 of 3)

Article VIII, Section 1, Last Sentence is amended as follows:

They shall bear the corporate seal and shall be signed by the Chief Executive Officer or President or a Vice-President and the Secretary or Assistant Secretary.

The remainder of this section remains unchanged.

Article X, Section 1, First Sentence is amended as follows:

The Chief Executive Officer or President and Board of Directors shall present at each annual meeting a full and complete statement of the business and affairs of the corporation for the preceding year.

The remainder of this section remains unchanged.

EX-3.16(A)

Exhibit 3.16(a)

State of Delaware

Secretary of State

Division of Corporations

delivered 04:05 PM 12/18/2003

FILED 03:46 PM 12/18/2003

RV 030819417 — 3742127 FILE

CERTIFICATE OF INCORPORATION

OF

DFG CANADA, INC.

* * * * *

1. The name of the corporation is: DFG Canada, Inc.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or actvity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is 100 shares of Common Stock, $.01 par per share amounting in the aggregate to $1.00 Dollar.

5. The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
Tracy Call	1436 Lancaster Ave. Berwyn, PA 19312

The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

NAME	MAILING ADDRESS
Jeffrey A. Weiss	1436 Lancaster Ave, Berwyn, PA 19312
Donald F. Gayhardt	1436 Lancaster Ave, Berwyn, PA 19312

6. The corporation is to hava perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized: To make, alter or repeal the by-laws of the

corporation.

8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained inthe statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

9. The corporation reserves the right to alter, amend, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

10. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

     THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 18th day of December, 2003.

/s/ Tracy Call  

Tracy Call, Incorporator 

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT

It is hereby certified that:

     1. The name of the corporation (hereinafter called the “Corporation”) is DFG Canada, Inc.

     2. The registered office of the Corporation within the State of Delaware is hereby changed to 160 Greentree Drive, Suite 101, City of Dover 19904, County of Kent.

     3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

     4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on January 20, 2009.
 

/s/ Roy Hibberd  

Roy Hibberd, Secretary 

State of Delaware
Secretary of State
Division of Corporations
Delivered 06:45 PM 01/22/2009
FILED 06:10 PM 01/22/2009
SRV 090060837 — 3742127 FILE

EX-3.16(B)

Exhibit 3.16(b)

DFG Canada, Inc.

BY — LAWS

ARTICLE I

OFFICES

     Section 1. The office of the corporation shall be located in Berwyn, County of Chester, State of Pennsylvania.

     Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of shareholders for the election of directors shall be held within or without the State of Delaware, at such place as may be fixed from time to time by the board of directors.

Page 1 of 21

     Section 2. Annual meetings of shareholders, commencing with the year 2005, shall be held on the second Tuesday in May if not a legal holiday, and if a legal holiday, then on the next secular day following, at 3:00 P. M., or such other time or day within such month as shall be fixed by the Board of Directors, at which they shall elect by a plurality vote, a board of directors, and transact such other business as may properly be brought before the meeting.

     Section 3. Written or printed notice of the annual meeting stating the place, date and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of shareholders may be held at such time and place within or without the State of Delaware as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president, the board of directors, chairman of the board,

Page 2 of 21

or the holders of not less than twenty-five percent of all the shares entitled to vote at the meeting.

     Section 3. Written or printed notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by, or at the direction of, the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. The notice should also indicate that it is being issued by, or at the direction of, the person calling the meeting.

     Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

     Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders,

Page 3 of 21

the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

     Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders, unless the vote of a greater or lesser number of shares of stock is required by law or the certificate of incorporation.

     Section 3. Each outstanding share of stock having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

     Section 4. The board of directors in advance of any shareholders’ meeting may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and, on the request of any shareholder entitled to vote thereat, shall appoint one or more inspectors. In case any person appointed as inspector fails to appear or

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the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

     Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

Section 4. Special meetings of the board of directors may be called by the president on one day’s notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

     Section 5. Notice of a meeting need not be given to any director who submits a signed waiver of notice whether, before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

     Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater or lesser number is required by law or by the certificate of incorporation. The vote of a majority of the

Page 5 of 21

directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the vote of a greater number is required by law or by the certificate of incorporation. If a quorum shall not be present at any meeting of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 7. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

     Section 8. Unless the certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the directors or a committee thereof may be taken without a meeting if a consent in writing to the adoption of a resolution authorizing the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

Page 6 of 21

act, the vacancy may be filled by the board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

     Section 5. Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon.

ARTICLE V

DIRECTORS

     Section 1. The number of directors shall not be less than two. Directors shall be at least eighteen years of age and need not be residents of the State of Delaware nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, except as hereinafter provided, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified.

Page 7 of 21

     Section 2. Any or all of the directors may be removed, with or without cause, at any time by the vote of the shareholders at a special meeting called for that purpose. Any director may be removed for cause by the action of the directors at a special meeting called for that purpose.

     Section 3. Unless otherwise provided in the certificate of incorporation, newly created directorships resulting from an increase in the board of directors and all vacancies occurring in the board of directors, including vacancies caused by removal without cause, may be filled by the affirmative vote of a majority of the board of directors, however, if the number of directors then in office is less than a quorum then such newly created directorships and vacancies may be filled by a vote of a majority of the directors then in office. A director elected to fill a vacancy shall hold office until the next meeting of shareholders at which election of directors is the regular order. of business, and until his successor shall have been elected.and qualified. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

     Section 4. The business affairs of the corporation shall be managed by its board of directors which may exercise

Page 8 of 21

all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

     Section 5. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside the State of Delaware, at such place or places as they may from time to time determine.

     Section 6. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

     Section l. Meetings of the board of directors, regular or special, may be held either within or without the State of Delaware.

     Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute

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ARTICLE VII

EXECUTIVE COMMITTEE

     Section 1. The board of directors, by resolution adopted by a majority of the entire board, may designate, from among its members, an executive committee and other committees, each consisting of two or more directors, and each of which, to the extent provided in the resolution, shall have all the authority of the board, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII

NOTICES

     Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

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     Section 2. Whenever any notice of a meeting is required to be given under the provisions of the statutes or under the provisions of the certificate of incorporation or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

     Section 1. The officers of the corporation shall be chosen by the board of directors and shall consist of a chairman of the board, a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

     Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board. Any two or more offices may be held by the same person, except the offices of president and secretary. When all the issued and outstanding stock of the corporation is owned by one person, such person may hold all or any combination of offices.

     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall

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hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE CHAIRMAN OF THE BOARD

     Section 6. The chairman of the board shall preside at all meetings of the shareholders and the board of directors and shall see that all orders and resolutions of the board of directors are carried into effect. He shall in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other. duties and have such powers as the board of directors may from time to time prescribe.

THE PRESIDENT

     Section 7. The president shall have general and active management of the business of the corporation, shall, in the absence or disability of the

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chairman of the board, perform the duties and exercise the powers of the chairman of the board and shall perform other such duties and have powers as the board of directors may from time to time prescribe.

     Section 8. He shall execute bonds, mortgages and other contracts requiring a seal under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

     Section 9. The vice-president or, if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

     Section 10. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees

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when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors, chairman of the board or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

     Section 11. The assistant secretary or, if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

     Section 12. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable

Page 14 of 21

effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

     Section 13. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

     Section 14. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

     Section 15. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

Page 15 of 21

ARTICLE X
CERTIFICATES FOR SHARES

     Section 1. The shares of the corporation shall be represented by certificates signed by the chairman or vice chairman of the board or the president or a vice-president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the corporation and may be sealed with the seal of the corporation or a facsimile thereof. When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences, and limitations of the shares of each class authorized to be issued and, if the corporation is authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed and the authority of the board of directors to designate and fix the relative rights, preferences and limitations of other series.

     Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered

Page 16 of 21

by a registrar other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue.

LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession-assignment or authority to transfer;

Page 17 of 21

a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

FIXING RECORD DATE

     Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten days before the date of any meeting nor more than fifty days prior to any other action. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board fixes a new record date for the adjourned meeting.

REGISTERED SHAREHOLDERS

     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its

Page 18 of 21

books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of the shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

LIST OF SHAREHOLDERS

     Section 7. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

     Section 1. Subject to the provisions of the certificate of incorporation relating thereto, if any, dividends

Page 19 of 21

may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in shares of the capital stock or in the corporation’s bonds or its property, including the shares or bonds of other, corporations subject to any provisions of law and of the certificate of incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

     Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

     Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Page 20 of 21

SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

     Section 1. These by laws may be amended or repealed or new by laws may be adopted at any regular or special meeting of shareholders at which la quorum is present or represented, by the vote of the holders of shares entitled to vote in the election of any directors, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting. These by laws may also be amended or repealed or new by laws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board. If any by law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the by law so adopted, amended or repealed, together with precise statement of the changes made. By laws adopted by the board of directors may be amended or repealed by the shareholders.

Page 21 of 21

EXHIBIT “A”
TO
DFG CANADA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 of 2)

Article II, Section 2, is amended as follows:

Section 2. The annual meeting of the shareholders of the corporation for election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date and time and at such place,, in or outside the State of Delaware, as may be determined by the Board of Directors.

Article III, Section 2, is amended as follows:

Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute of by the certificate of incorporation, may be called by the Chief Executive Officer, the President, the Board of Directors, Chairman of the Board or the holders of not less than twenty-five percent of all the shares entitled to vote at the meeting.

Article IV, Section 4, is amended as follows:

Section 4. Special meetings of the Board of Directors may be called by the Chief Executive Officer or in his absence the President, on one day’s notice to each Director. Either personally or by mail or by telegram; special meetings shall be called by the Chief Executive Officer or President or Secretary in like manner and on like notice on the written request of two directors.

Article IX, Section 1 is amended as follows:

Section 1. The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, Executive Vice President, Chief Financial Officer; Senior Vice President and Secretary. Any two or more offices may be held by the same person. The board of directors may appoint such other officers as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Article IX, Section 2, is amended as follows:

Section 2. The Board of Directors at its first meeting after each annual meeting of shareholders shall choose officers. Any two or more offices may be held by the same person, except the offices of Chief Executive Officer or President and Secretary, except; when all the issued and outstanding stock of the corporation is owned by one person, such person may hold all or any combination of offices.

EXHIBIT “A”
TO
DFG CANADA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 of 2)

Article IX, Section 7 is amended as follows:

Section 7. The Chief Executive Officer shall have general and active management of the business of the corporation, shall in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board and shall perform other such duties and have powers as the Board of Directors may from time to time prescribe.

Article IX, is further amended by adding:

THE PRESIDENT

Section 8(a). President. The President, if any, in the absence of the Chief Executive Officer, or in the event of his death, inability or refusal to act: the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as may be delegated to him by the Board of Directors or Chief Executive Officer.

Article IX, Section 12, is amended as follows:

THE CHIEF FINANCIAL OFFICER

Section 12. The Chief Financial Officer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

Article IX, Section 15, is amended as follows:

Section 15. THIS SECTION IS LEFT INTENTIONALLY BLANK

Article X, Section 1, First Sentence is amended as follows:

The shares of the corporation shall be represented by certificates signed by the Chairman of the Board, or the Chief Executive Officer or President or a Vice-President and the Secretary or Assistant Secretary or Chief Financial Officer of the corporation and may be sealed with the seal of the corporation or a facsimile thereof.

The remainder of this section remains unchanged.

EX-3.17(A)

Exhibit 3.17(a)

State of Delaware

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 01:00 PM 03/12/1997

971080513 — 2727806

CERTIFICATE OF INCORPORATION

OF

DFG INTERNATIONAL, INC.

          THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware, hereby certifies that:

          FIRST: The name of the Corporation is DFG International, Inc.

          SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware. The name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as from time to time amended.

          FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000, all of which shares shall be Common Stock having a par value of $0.01.

          FIFTH: The name and mailing address of the incorporator are Jose R. Gonzalez, c/o Weil, Gotshal & Manges, LLP, 767 Fifth Avenue, New York, New York 10153.

          SIXTH: In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in these articles of incorporation, by-laws of the Corporation may be adopted, amended or repealed by a majority of the board of directors of the Corporation, but any by-laws adopted by the board of directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

          SEVENTH: (a) A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, or (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of the law, or (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the General Corporation Law of the State of Delaware or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of the Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect or this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

          (b) The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law, and the Corporation may adopt By-laws or enter into agreements with any such person for the purpose of providing for such indemnification.

          IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 12th day of March, 1997.

/s/ Jose R. Gonzalez  

Jose R. Gonzalez  

Sole Incorporator 

2

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:44 PM 01/22/2009

FILED 06:11 PM 01/22/2009

SRV 090060841 — 2727806 FILE

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT

It is hereby certified that:

          1. The name of the corporation (hereinafter called the “Corporation”) is DFG International, Inc.

          2. The registered office of the Corporation within the State of Delaware is hereby changed to 160 Greentree Drive, Suite 101, City of Dover 19904, County of Kent.

          3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

          4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on January 20, 2009.

/s/ Roy Hibberd

Roy Hibberd, Secretary

EX-3.17(B)

Exhibit 3.17(b)

BY-LAWS

OF

DFG INTERNATIONAL, INC.

(a Delaware corporation)

ARTICLE I

Stockholders

     SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

     SECTION 2. Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware as may be specified by such order.

     SECTION 3. Notice of Meetings. Written notice of all meetings of the stockholders shall be mailed or delivered to each stockholder not less than 10 nor more than 50 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

     SECTION 4. Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.

The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

     The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger; the list required by this section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

     SECTION 5. Quorum. Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thereat present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

     SECTION 6. Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the Vice-Chairman, if any, or if none or in the Vice-Chairman’s absence the President, if any, or if none or in the President’s absence a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

     SECTION 7. Voting; Proxies; Required Vote. (a) At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact, and,

2

unless the Certificate of Incorporation provides otherwise shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these By-laws. At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast there shall elect. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by a majority of the votes cast.

     (b) Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of record of the issued and outstanding capital stock of the Corporation having the votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

     SECTION 3. Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more Inspectors of election to not at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are

3

proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

     SECTION 1. General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, Board of Directors.

     SECTION 2. Qualification; Number; Term; Remuneration. (a) Each director shall be at least 18 years of age. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The number of directors constituting the entire Board shall be two (2), or such other number as may be fixed from time to time by action of the stockholders or Board of Directors, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase “entire Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

     (b) Directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

     (c) Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

     SECTION 3. Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the entire Board shall constitute a quorum. A majority of the directors

4

present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

     SECTION 4. Places of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

     SECTION 5. Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

     SECTION 6. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall from time to time by resolution determine.

     SECTION 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, President, or by a majority of the directors then in office.

     SECTION 8. Notice of Meetings. A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director by mailing the same at least two days before the meeting, or by telegraphing or telephoning the same or by delivering the same personally not later than the day before the day of the meeting.

     SECTION 9. Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President: who is a member of the Board of Directors, or in such Vice -President’s absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s

5

absence, the presiding officer may appoint any person to act as secretary.

     SECTION 10. Resignation. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders-of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

     SECTION 11. Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

     SECTION 12. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

ARTICLE III

Committees

     SECTION 1. Appointment. From time to time, the Board of Directors by a resolution adopted by a majority of the entire Board may appoint one or more committees, [ILLEGIBLE] for any purpose or purposes, to the extent lawful, which shall have such powers as shall be determined and specified by the Board of Directors in the resolution of appointment.

      SECTION 2. Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee.

6

and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings and actions taken by a committee shall be reported to the Board of Directors.

     SECTION 3. Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

     SECTION 4. Term; Termination. In the event any person shall cease to be a director of the corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

ARTICLE IV

Officers

     SECTION 1. Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a President and a Secretary, and may include, by election or appointment, one or more Vice Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and such assistant secretaries, such Assistant Treasurers and such other officers as the Board may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these By laws and as may be assigned by the Board of Directors or the President.

     SECTION 2. Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

7

     SECTION 3. Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board.

     SECTION 4. Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

     SECTION 5. President and Chief Executive Officer. The President shall be the chief executive officer of the Corporation, and shall have such duties as customarily pertain to that office. The President shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers may appoint and remove assistant officers and other agents and employees; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

     SECTION 6. Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

     SECTION 7. Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

     SECTION 8. Secretary. The Secretary shall in general have all the duties incident to the office of the Secretary and such other duties as may be assigned by the Board of Directors or the President.

     SECTION 9. Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

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ARTICLE V

Books and Records

     SECTION 1. Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in the By-laws and by such officer or agent as shall be designated by the Board of Directors.

     SECTION 2. Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

     SECTION 3. Fixing Date for Determination of Stockholders of Record. (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date in adopted by the Board of Directors and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     (b) In order that the Corporation may determine the stockholders entitled to concept to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precedes the date

9

upon which the resolution fixing the record date is adopted by the Board of Directors and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required shall be the first date in which a signed [ILLEGIBLE]. forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in [ILLEGIBLE] or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this chapter, the record date for determining stockholders [ILLEGIBLE] action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

     (c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights for the stockholders entitled to exercise any rights in respect of any change [ILLEGIBLE] or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

Certificates Representing Stock

     SECTION 1. Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may

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provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form. Any and all signatures on any such certificate may be facsimiles. In case any officer, transfer agent of registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The name of the holder of record of the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

     SECTION 2. Transfers of Stock. Upon compliance with provisions restricting the transfer or registrantion of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

     SECTION 3. Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

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     The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

     SECTION 4. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction or any such certificate or the issuance of any such new certificate.

ARTICLE VII

Dividends

     Subject always to the provisions of law and the Articles of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to shareholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the shareholders as dividends or otherwise; and before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

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ARTICLE VIII

Ratification

     Any transaction, questioned in any law suit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation; or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so-ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

Corporate Seal

     The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making placing or affixing or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression facsimile or other reproduction of said corporate seal.

ARTICLE X

Fiscal Year

     The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.

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ARTICLE XI

Waiver of Notice

     Whenever notice is required to be given by these By-Laws or by the Certificate of Incorporation or by law a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

ARTICLE XII

Bank Accounts, Drafts, Contracts, Etc.

     SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer.

     SECTION 2. Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

     SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock; and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of

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such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

          SECTION 4. Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer and/or the [ILLEGIBLE] or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIII

Amendments

          The Board of Directors shall have power to adopt, amend or repeal By-laws. By-laws adopted by the Board of Directors may be repealed or changed, and new By-laws made, by the stockholders, and the stockholders may prescribe that any By-law made by them shall not be altered, amended or repealed by the Board of Directors.

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EXHIBIT “A”
TO
DFG INTERNATIONAL, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 of 2)

Article I, Section 6, First Sentence is amended as follows:

Meetings of the stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the Vice-Chairman, if any, or if none or in the Vice-Chairman’s absence the Chief Executive Officer, if any, or if none in the Chief Executive Officer’s absence the President, if any, or if none or in the President’s absence a Vice-President, if any, or if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting.

The remainder of this section remains unchanged.

Article II, Section 7 is amended as follows:

SECTION 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the Chief Executive Office, or in his absence the President, or by a majority of the Board of Directors.

Article II, Section 9, First Sentence is amended as follows:

At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the Chief Executive Officer, if any, or if none in the Chief Executive Officer’s absence or inability to act the President, if any, or if none or in the President’s absence or inability to act, any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act, a Chairman chosen by the Directors shall preside.

The remainder of this section remains unchanged.

Article IV, Section 1, is amended as follows:

SECTION 1. Officers. The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, Executive Vice President, Chief Financial Officer, Senior Vice President and Secretary. Any two or more offices may be held by the same person. The board of directors may appoint such other officers as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

EXHIBIT “A”
TO
DFG INTERNATIONAL, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 of 2)

Article IV, Section 5 is amended as follows:

SECTION 5. Chief Executive Officer. The Chief Executive Officer of the Corporation shall have such duties as customarily pertain to that office. The Chief Executive Officer shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers; may appoint and remove assistant officers and other agents and employees; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

Article IV, is further amended by adding:

SECTION 5(a). President. The President, if any, in the absence of the Chief Executive Officer, or in the event of his death, inability or refusal to act; the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as may be delegated to him by the Board of Directors or Chief Executive Officer.

Article IV, Section 7 is amended as follows:

SECTION 7. Chief Financial Officer. The Chief Financial Officer shall in general have all duties incident to the position of Chief Financial Officer, and such other duties as may be assigned by the Board of Directors, the Chief Executive Officer or President.

Article VI, Section 1, Sentence Three is amended as follows:

Notwithstanding the adoption of such resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the Chief Executive Officer, the President or a Vice-President, and by the Chief Financial Officer or the Secretary of the Assistant Secretary of the Corporation, representing the number of shares registered in certificate form.

The remainder of this section remains unchanged.

EX-3.18(A)

Exhibit 3.18(a)

STATE OF DELAWARE
SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:15 PM 02/02/1999

991042049 — 3000334

CERTIFICATE OF INCORPORATION

OF

DFG WORLD, INC.

     FIRST: The name of the corporation is: DFG WORLD, INC.

     SECOND: The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801. The name of its registered agent at such address is: THE CORPORATION TRUST COMPANY.

     THIRD: The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     FOURTH: The total number of shares of stock which the corporation shall have authority to issue is: 1,000 (One Thousand) shares of Common Stock, $0.01 (One Cent) per share par value.

     FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Joseph P. McAvoy	12th Floor Packard Building
	111 South 15th Street
	Philadelphia, PA 19102-2678

     SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the Bylaws of the corporation.

     SEVENTH: All votes, including those for the election of directors, may be taken by voice except as otherwise specifically provided in the corporate bylaws.

     EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder

thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver of receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such a manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

     NINTH: A director of this corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that this shall not exempt a director from liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. In the case of any change in Delaware law which expands the liability of directors, the limited liability of directors shall continue as theretofore to the extent permitted by law; in the case of any change in Delaware law which permits the corporation, without the requirement of any further action by the stockholders or directors of the corporation, to limit further the liability of directors, then such liability thereupon shall be so limited to the extent permitted by law.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal this 2nd day of February, 1999.

/s/ Joseph P. McAvoy  

Joseph P. McAvoy, Incorporator 

- 2 -

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:44 PM 01/22/2009

FILED 06:12 PM 01/22/2009

SRV 090060845 — 3000334 FILE

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT

It is hereby certified that:

     1. The name of the corporation (hereinafter called the “Corporation”) is DFG World, Inc.

     2. The registered office of the Corporation within the State of Delaware is hereby changed to 160 Greentree Drive, Suite 101, City of Dover 19904, County of Kent.

     3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

     4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on January 20, 2009.

/s/ Roy Hibberd

Roy Hibberd, Secretary

EX-3.18(B)

Exhibit 3.18(b)

09-26-97

BY-LAWS OF

DFG WORLD, INC.

ARTICLE I — OFFICES

     Section 1-1. Registered office and Registered Agent. The Corporation shall maintain a registered office and registered agent within the State of Delaware, which may be changed by the Board of Directors from time to time.

     Section 1-2. Other Offices. The Corporation may also have offices at such other places, within or without the State of Delaware, as the Board of Directors may from time to time determine.

ARTICLE II — STOCKHOLDERS’ MEETINGS

     Section 2-1. Place of Stockholders’ Meetings. Meetings of stockholders may be held at such place, either within or without the State of Delaware, as may be designated by the Board of Directors from time to time. If no such place is designated by the Board of Directors, meetings of the stockholders shall be held at the registered office of the Corporation in the State of Delaware.

     Section 2-2. Annual Meeting. A meeting of the stockholders of the Corporation shall be held in each calendar year, commencing with the year 2000, on the 15th day of March at 10:00 o’clock a.m. if not a legal holiday, and if such day is a legal holiday, then such meeting shall be held on the next business day.

     At such annual meeting, there shall be held an election for a Board of Directors to serve for the ensuing year and until their respective successors are elected and qualified, or until their earlier resignation or removal.

     Unless the Board of Directors shall deem it advisable, financial reports of the Corporation’s business need not be sent to the stockholders and need not be presented at the annual meeting. If any report is deemed advisable by the Board of Directors, such report may contain such information as the Board of Directors shall determine and need not be certified by a Certified Public Accountant unless the Board of Directors shall so direct.

     Section 2-3. Special Meetings. Except as otherwise specifically provided by law, special meetings of the stockholders may be called at any time:

          (a) By the Board of Directors; or

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          (b) By the President of the Corporation; or

          (c) By the holders of record of not less than a majority of all the shares outstanding and entitled to vote.

     Upon the written request of any person entitled to call a special meeting, which request shall set forth the purpose for which the meeting is desired, it shall be the duty of the Secretary to give prompt written notice of such meeting to be held at such time as the Secretary may fix, subject to the provisions of Section 2-4 hereof. If the Secretary shall fail to

3

fix such date and give notice within ten (10) days after receipt of such request, the person or persons making such request may do so.

     Section 2-4. Notice of Meetings and Adjourned Meetings. Written notice stating the place, date and hour of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States Mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation. Such notice may be given by or at the direction of the person or persons authorized to call the meeting.

     When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     Section 2-5. Quorum. Unless otherwise provided in the Certificate of Incorporation or in a By-law adopted by the

4

stockholders or by the Board of Directors (or the Incorporators if no first Directors were named in the Certificate of Incorporation) at its organization meeting following the filing of the Articles of Incorporation, the presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum but in no event shall a quorum consist of less than one-third (1/3) of the shares entitled to vote at a meeting. The stockholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. If a meeting cannot be organized because of the absence of a quorum, those present may, except as otherwise provided by law, adjourn the meeting to such time and place as they may determine. In the case of any meeting for the election of Directors, those stockholders who attend the second of such adjourned meetings, although less than a quorum as fixed in this Section, shall nevertheless constitute a quorum for the purpose of electing Directors.

     Section 2-6. Voting List; Proxies. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to

5

vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

     Upon the willful neglect or refusal of the Directors to produce such a list at any meeting for the election of Directors, they shall be ineligible to any office at such meeting.

     Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy. All proxies shall be executed in writing and shall be filed with the Secretary of the Corporation not later than the day on which exercised. No proxy

6

shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

     Except as otherwise specifically provided by law, all matters coming before the meeting shall be determined by a vote by shares. All elections of Directors shall be by written ballot unless otherwise provided in the Certificate of Incorporation. Except as otherwise specifically provided by law, all other votes may be taken by voice unless a stockholder demands that it be taken by ballot, in which latter event the vote shall be taken by written ballot.

     Section 2-7. Informal Action by Stockholders. Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

7

     Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders or members, who have not consented in writing.

ARTICLE III — BOARD OF DIRECTORS

     Section 3-1. Number. The business and affairs of the Corporation shall be managed by a Board of two (2) Directors.

     Section 3-2. Place of Meeting. Meetings of the Board of Directors may be held at such place either within or without the State of Delaware, as a majority of the Directors may from time to time designate or as may be designated in the notice calling the meeting.

     Section 3-3. Regular Meetings. A regular meeting of the Board of Directors shall be held annually, immediately following the annual meeting of stockholders, at the place where such meeting of the stockholders is held or at such other place, date and hour as a majority of the newly elected Directors may designate. At such meeting the Board of Directors shall elect officers of the Corporation. In addition to such regular meeting, the Board of Directors shall have the power to fix, by

8

resolution, the place, date and hour of other regular meetings of the Board.

     Section 3-4. Special Meetings. Special meetings of the Board of Directors shall be held whenever ordered by the President, by a majority of the members of the executive committee, if any, or by a majority of the Directors in office.

     Section 3-5. Notices of Meetings of Board of Directors.

          (a) Regular Meetings. No notice shall be required to be given of any regular meeting, unless the same be held at other than the time or place for holding such meetings as fixed in accordance with Section 3-3 of these by-laws, in which event one (1) day’s notice shall be given of the time and place of such meeting.

          (b) Special Meetings. At least one (1) day’s notice shall be given of the time, place and purpose for which any special meeting of the Board of Directors is to be held.

     Section 3-6. Quorum. A majority of the total number of Directors shall constitute a quorum for the transaction of business, and the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If there be less than a quorum present, a

9

majority of those present may adjourn the meeting from time to time and place to place and shall cause notice of each such adjourned meeting to be given to all absent Directors.

     Section 3-7. Informal Action by the Board of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

     Section 3-8. Powers.

          (a) General Powers. The Board of Directors shall have all powers necessary or appropriate to the management of the business and affairs of the Corporation, and, in addition to the power and authority conferred by these by-laws, may exercise all powers of the Corporation and do all such lawful acts and things as are not by statute, these by-laws or the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

          (b) Specific Powers. Without limiting the general powers conferred by the last preceding clause and the powers conferred by the Certificate of Incorporation and by-laws

10

of the Corporation, it is hereby expressly declared that the Board of Directors shall have the following powers:

          (i) To confer upon any officer or officers of the Corporation the power to choose, remove or suspend assistant officers, agents or servants.

          (ii) To appoint any person, firm or corporation to accept and hold in trust for the Corporation any property belonging to the Corporation or in which it is interested, and to authorize any such person, firm or corporation to execute any documents and perform any duties that may be requisite in relation to any such trust.

          (iii) To appoint a person or persons to vote shares of another corporation held and owned by the Corporation.

          (iv) By resolution adopted by a majority of the full Board of Directors, to designate one (1) or more of its number to constitute an executive committee which, to the extent provided in such resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed.

          (v) By resolution passed by a majority of the whole Board of Directors, to designate one (1) or more

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additional committees, each to consist of one (1) or more Directors, to have such duties, powers and authority as the Board of Directors shall determine. All committees of the Board of Directors, including the executive committee, shall have the authority to adopt their own rules of procedure. Absent the adoption of specific procedures, the procedures applicable to the Board of Directors shall also apply to committees thereof.

          (vi) To fix the place, time and purpose of meetings of stockholders.

          (vii) To purchase or otherwise acquire for the Corporation any property, rights or privileges which the Corporation is authorized to acquire, at such prices, on such terms and conditions and for such consideration as it shall from time to time see fit, and, at its discretion, to pay any property or rights acquired by the Corporation, either wholly or partly in money or in stocks, bonds, debentures or other securities of the Corporation.

          (viii) To create, make and issue mortgages, bonds, deeds of trust, trust agreements and negotiable or transferable instruments and securities, secured by mortgage or otherwise, and to do every other act and thing necessary to effectuate the same.

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          (ix) To appoint and remove or suspend such subordinate officers, agents or servants, permanently or temporarily, as it may from time to time think fit, and to determine their duties, and fix, and from time to time change, their salaries or emoluments, and to require security in such instances and in such amounts as it thinks fit.

          (x) To determine who shall be authorized on the Corporation’s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents.

     Section 3-9. Compensation of Directors. Compensation of Directors and reimbursement of their expenses incurred in connection with the business of the Corporation, if any, shall be as determined from time to time by resolution of the Board of Directors.

     Section 3-10. Removal of Directors by Stockholders. The entire Board of Directors or any individual Director may be removed from office without assigning any cause by a majority vote of the holders of the outstanding shares entitled to vote. In case the Board of Directors or any one (1) or more Directors be so removed, new Directors may be elected at the same time.

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     Section 3-11. Resignations. Any Director may resign at any time by submitting his written resignation to the Corporation. Such resignation shall take effect at the time of its receipt by the Corporation unless another time be fixed in the resignation, in which case it shall become effective at the time so fixed. The acceptance of a resignation shall not be required to make it effective.

     Section 3-12. Vacancies. Vacancies and new created directorships resulting from any increase in the authorized number of Directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the Directors then in office, although less than a quorum, or by a sole remaining Director, and each person so elected shall be a Director until his successor is elected and qualified or until his earlier resignation or removal.

     Section 3-13. Participation by Conference Telephone. Directors may participate in regular or special meetings of the Board by telephone or similar communications equipment by means of which all other persons participating in the meeting can hear each other, and such participation shall constitute presence at the meeting.

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ARTICLE IV — OFFICERS

     Section 4-1. Election and Office. The Corporation shall have a President, a Secretary and a Treasurer who shall be elected by the Board of Directors. The Board of Directors may elect such additional officers as it may deem proper, including a Chairman and a Vice Chairman of the Board of Directors, one (1) or more Vice Presidents, and one (1) or more assistant or honorary officers. Any number of offices may be held by the same person.

     Section 4-2. Term. The President, the Secretary and the Treasurer shall each serve for a term of one (1) year and until their respective successors are chosen and qualified, unless removed from office by the Board of Directors during their respective tenures. The term of office of any other officer shall be as specified by the Board of Directors.

     Section 4-3. Powers and Duties of the President. Unless otherwise determined by the Board of Directors, the President shall have the usual duties of an executive officer with general supervision over and direction of the affairs of the Corporation. In the exercise of these duties and subject to the limitations of the laws of the State of Delaware, these by-laws, and the actions of the Board of Directors, he may appoint, suspend and discharge employees and agents, shall preside at all

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meetings of the stockholders at which he shall be present, and, unless there is a Chairman of the Board of Directors, shall preside at all meetings of the Board of Directors and, unless otherwise specified by the Board of Directors, shall be a member of all committees. He shall also do and perform such other duties as from time to time may be assigned to him by the Board of Directors.

     Unless otherwise determined by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend and to act and to vote at any meeting of the stockholders of any corporation in which the Corporation may hold stock, and, at any such meeting, shall possess and may exercise any and all of the rights and powers incident to the ownership of such stock and which, as the owner thereof, the Corporation might have possessed and exercised.

     Section 4-4. Powers and Duties of the Secretary. Unless otherwise determined by the Board of Directors, the Secretary shall record all proceedings of the meetings of the Corporation, the Board of Directors and all committees, in books to be kept for that purpose, and shall attend to the giving and serving of all notices for the Corporation. He shall have charge of the corporate seal, the certificate books, transfer books and

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stock ledgers, and such other books and papers as the Board of Directors may direct. He shall perform all other duties ordinarily incident to the office of Secretary and shall have such other powers and perform such other duties as may be assigned to him by the Board of Directors.

     Section 4-5. Powers and Duties of the Treasurer. Unless otherwise determined by the Board of Directors, the Treasurer shall have charge of all the funds and securities of the Corporation which may come into his hands. When necessary or proper, unless otherwise ordered by the Board of Directors, he shall endorse for collection on behalf of the Corporation checks, notes and other obligations, and shall deposit the same to the credit of the Corporation in such banks or depositories as the Board of Directors may designate and shall sign all receipts and vouchers for payments made to the Corporation. He shall sign all checks made by the Corporation, except when the Board of Directors shall otherwise direct. He shall enter regularly, in books of the Corporation to be kept by him for that purpose, a full and accurate account of all moneys received and paid by him on account of the Corporation. Whenever required by the Board of Directors, he shall render a statement of the financial condition of the Corporation. He shall at all reasonable times exhibit his

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books and accounts to any Director of the Corporation, upon application at the office of the Corporation during business hours. He shall have such other powers and shall perform such other duties as may be assigned to him from time to time by the Board of Directors. He shall give such bond, if any, for the faithful performance of his duties as shall be required by the Board of Directors and any such bond shall remain in the custody of the President.

     Section 4-6. Powers and Duties of the Chairman of the Board of Directors. Unless otherwise determined by the Board of Directors, the Chairman of the Board, if any, shall preside at all meetings of Directors. The Chairman of the Board shall have such other powers and perform such further duties as may be assigned to such officer by the Board of Directors, including, without limitation, acting as Chief Executive Officer of the Corporation. To be eligible to serve, the Chairman of the Board must be a Director of the Corporation.

     Section 4-7. Powers and Duties of Vice Presidents and Assistant Officers. Unless otherwise determined by the Board of Directors, each Vice President and each assistant officer shall have the powers and perform the duties of his respective superior officer. Vice Presidents and assistant officers shall have such

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rank as shall be designated by the Board of Directors and each, in the order of rank, shall act for such superior officer in his absence, or upon his disability or when so directed by such superior officer or by the Board of Directors. Vice Presidents may be designated as having responsibility for a specific aspect of the Corporation’s affairs, in which event each such Vice President shall be superior to the other Vice Presidents in relation to matters within his aspect. The President shall be the superior officer of the Vice Presidents. The Treasurer and the Secretary shall be the superior officers of the Assistant Treasurers and Assistant Secretaries, respectively.

     Section 4-8. Delegation of Office. The Board of Directors may delegate the powers or duties of any officer of the Corporation to any other officer or to any Director from time to time.

     Section 4-9. Vacancies. The Board of Directors shall have the power to fill any vacancies in any office occurring from whatever reason.

     Section 4-10. Resignations. Any officer may resign at any time by submitting his written resignation to the Corporation. Such resignation shall take effect at the time of its receipt by the Corporation, unless another time be fixed in

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the resignation, in which case it shall become effective at the time so fixed. The acceptance of a resignation shall not be required to make it effective.

ARTICLE V — CAPITAL STOCK

     Section 5-1. Stock Certificates. Shares of the Corporation shall be represented by certificates signed by or in the name of the Corporation by (a) the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President, and (b) the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, representing the number of shares registered in certificate form. If such certificate is countersigned (i) by a transfer agent other than the Corporation or its employee, or (ii) by a registrar other than the Corporation or its employee, the signatures of the officers of the Corporation may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.

     Section 5-2. Determination of Stockholders of Record. The Board of Directors may fix, in advance, a record date to determine the stockholders entitled to notice of or to vote at

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any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise

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any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action. Such date shall be not more than sixty (60) nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to any other action.

     If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

     The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

     A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     Section 5-3. Transfer of Shares. Transfer of shares shall be made on the books of the Corporation only upon surrender of the share certificate, duly endorsed and otherwise in proper

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form for transfer, which certificate shall be cancelled at the time of the transfer. No transfer of shares shall be made on the books of this corporation if such transfer is in violation of a lawful restriction noted conspicuously on the certificate.

     Section 5-4. Lost, Stolen or Destroyed Share Certificates. The Corporation may issue a new certificate of stock or uncertified shares in place of any certificate therefore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen, or destroyed certificate, or his legal representative to give the Corporation a bond sufficient to indemnify it against claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

ARTICLE VI — NOTICES

     Section 6-1. Contents of Notice. Whenever any notice of a meeting is required to be given pursuant to these by-laws or the Certificate of Incorporation or otherwise, the notice shall specify the place, day and hour of the meeting and, in the case of a special meeting or where otherwise required by law, the general nature of the business to be transacted at such meeting.

     Section 6-2. Method of Notice. All notices shall be

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given to each person entitled thereto, either personally or by sending a copy thereof through the mail or by telegraph, charges prepaid, to his address as it appears on the records of the Corporation, or supplied by him to the Corporation for the purpose of notice. If notice is sent by mail or telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States Mail or with the telegraph office for transmission. If no address for a stockholder appears

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on the books of the Corporation and such stockholder has not supplied the Corporation with an address for the purpose of notice, notice deposited in the United States Mail addressed to such stockholder care of General Delivery in the city in which the principal office of the Corporation is located shall be sufficient.

     Section 6-3. Waiver of Notice. Whenever notice is required to be given under any provision of law or of the Certificate of Incorporation or by-laws of the Corporation, a written waiver, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a Waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, Directors, or members of a committee of Directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation.

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ARTICLE VII — INDEMNIFICATION OF DIRECTORS AND
OFFICERS AND OTHER PERSONS

     Section 7-1. Indemnification.

     (a) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”) , by reason of the fact that he or she is or was

     i) a director or officer of the Corporation; or

     ii) a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan

(hereinafter an “indemnitee”), whether the basis of such a proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law or other Delaware law, against all expense, liability and loss (including attorney’s fees, judgements, fines, ERISA excise taxes

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or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

     (b) Right to Advancement of Expenses. The right to indemnification conferred in paragraph (a) of this Article shall include the right to be paid by the Corporation the expenses actually and reasonably incurred in defending any proceeding for which such right to indemnification is applicable in advance of its final disposition (hereinafter as “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or an officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final

27

adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise. The financial ability of any indemnitee to make such repayment shall not be a prerequisite to the making of such payment of or for expenses. Such expenses (including attorneys’ fees) shall be so paid upon such reasonable terms and conditions, if any, as the Board of Directors deems appropriate.

     (c) Non-Exclusivity of Rights. The rights of indemnification and to the advancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

     (d) Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and to the advancement of expenses, to any employee or agent of the Corporation, or other persons, or to directors, officers, employees or agents of other corporations which have been merged into or consolidated with the Corporation, to the fullest extent of the provisions of this Article with

28

respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

     (e) Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise, or any other person, against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

     (f) Independent Legal Counsel. Independent legal counsel may be appointed by the Board of Directors, even if a quorum of disinterested directors is not available, or by a person designated by the Board of Directors. If independent legal counsel, so appointed, shall determine in a written opinion that indemnification is proper under this Article, indemnification shall be made without further action of the Board of Directors.

     (g) Amendment or Repeal. Any repeal or modification of this Article shall not adversely affect any right or protection hereunder of any person in respect of any act or

29

omission occurring prior to the time of such repeal or modification.

     (h) Changes in Delaware Law. References in this Article to Delaware law or to any provision thereof shall be to such law as it existed on the date this Article was adopted or as such law thereafter may be changed; provided that (a) in the case of any change which limits the indemnification rights or the rights to advancement of expenses which the Corporation may provide, the rights to indemnification and to the advancement of expenses provided in this Article shall continue as theretofore to the extent permitted by law; and (b) if such change permits the Corporation without the requirement of any further action by shareholders or directors to provide broader indemnification rights or rights to the advancement of expenses than the Corporation was permitted to provide prior to such change, then the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.

     (i) Applicability. The provisions of this Article shall be applicable to all actions, suits or proceedings commenced after its adoption, whether such arise out of acts or omissions which occurred prior or subsequent to such adoption and shall continue as to a person who has ceased to be a director,

30

officer, employee or agent of, or to render services for or at the request of the Corporation or, as the case may be, its parent or a subsidiary, and shall inure to the benefit of the heirs and personal representatives of such person.

ARTICLE VIII — SEAL

     The form of the seal of the Corporation, called the corporate seal of [Form of Seal] the Corporation, shall be as impressed adjacent hereto.

ARTICLE IX — FISCAL YEAR

     The Board of Directors shall have the power by resolution to fix the fiscal year of the Corporation. If the Board of Directors shall fail to do so, the President shall fix the fiscal year.

ARTICLE X — AMENDMENTS

     The original or other by-laws may be adopted, amended or repealed by the stockholders entitled to vote thereon at any regular or special meeting or, if the Certificate of Incorporation so provides, by the Board of Directors. The fact that such power has been so conferred upon the Board of Directors shall not divest the stockholders of the power nor limit their power to adopt, amend or repeal by-laws.

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ARTICLE XI — INTERPRETATION OF BY-LAWS

     All words, terms and provisions of these by-laws shall be interpreted and defined by and in accordance with the General Corporation Lawof the State of Delaware, as amended, and as amended from time to time hereafter.

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EXHIBIT “A”
TO
DFG WORLD, INC. ’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 of 2)

Article II, Section 2-2, First Paragraph is amended as follows:

Section 2-2. Annual Meeting. The annual meeting of the shareholders of the corporation for election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date and time and at such place, in or outside the State of Delaware, as may be determined by the Board of Directors.

The remainder of this section remains unchanged.

Article II, Section 2.3 (b), is amended as follows:

(b) By the Chief Executive Officer of the Corporation, or in his absence the President;

Article III, Section 3.1, is amended as follows:

Section 3.1. Number. The business and affairs of the Corporation shall be managed by a Board of two (2) Directors.

Article III, Section 3.4, is amended as follows:

Section 3.4. Special Meetings. Special meetings of the Board of Directors shall be held whenever ordered by the Chief Executive Officer, or in his absence the President, if any, by a majority of the members of the executive committee, if arty, or by a majority of the Directors in office.

Article IV, Section 4-1, is amended as follows:

Section 4-1. Officers. The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, Executive Vice President, Chief Financial Officer, Senior Vice President and Secretary. Any two or more offices may be held by the same person. The board of directors may appoint such other officers as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Article IV, Section 4-1, Lines 1 and 2, are amended as follows:

Section 4-2. Term. The officers shall each serve for a term of one (1) year and ...

The remainder of this section remains unchanged.

EXHIBIT “A”
TO
DFG WORLD, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 of 2)

Article IV, Section 4.3 is amended as follows:

By replacing the term “President” with the term “Chief Executive Officer”. The remainder of this section remains unchanged.

Article IV, is amended by adding:

Section 4.3 (a). President. The President, if any, in the absence of the Chief Executive Officer, or in the event of his death, inability or refusal to act; the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as may be delegated to him by the Board of Directors or Chief Executive Officer.

Article IV, Section 4.5 is amended as follows:

By replacing the term “Treasurer” with the term “Chief Financial Officer.” The remainder of this section remains unchanged.

Article IV is further amended by adding:

Section 4-11. Compensation. The compensation, if any, of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board of Directors.

Article V, Section 5.1, First Sentence is amended as follows:

Shares of the Corporation shall be represented by certificates signed by or in the name of the Corporation by (a) the Chairman or Vice-Chairman of the Board of Directors, or the Chief Executive Officer or the President or a Vice-President and (b) the Chief Financial Officer, or the Secretary or Assistant Secretary, representing the number of shares registered in certificate form.

The remainder of this section remains unchanged.

EX-3.19(A)

Exhibit 3.19(a)

Filed in the Department of
State on [ILLEGIBLE]

/s/ [ILLEGIBLE]                    
Secretary of the Commonwealth

2652435

ARTICLES OF INCORPORATION

OF

DOLLAR FINANCIAL INSURANCE CORP.

          FIRST: The name of the corporation is: DOLLAR FINANCIAL INSURANCE CORP.

          SECOND: The address of its registered office is:

(a) 1436 Lancaster Avenue
Berwyn, PA 19312
County of Chester

          THIRD: The corporation is incorporated under the provisions of the Pennsylvania Business Corporation Law of 1988.

          FOURTH: The total number of shares of stock which the corporation shall have authority to issue is:

(a) 100 (One Hundred) shares of Common Stock, $.01 (One Cent) par value.

          FIFTH: The nature of the business or purposes to be conducted or promoted are:

(a) To have unlimited power to engage in any lawful act or activity for which corporations may be organized under Pennsylvania Business Corporation Law of 1988, including without limitation:

(i)	To engage in the business of insurance; and
(ii)	To act as an insurance agent.

          SIXTH: The name and mailing address of the incorporator is:

(a) Bonnie S. Sander
12th Floor Packard Bullding
15th and Chestnut Streets
Philadelphia, PA 19102

          SEVENTH: Shareholders shall not have the right to cumulate their shares in voting for the election of directors.

          [ILLEGIBLE]

     IN TESTIMONY WHEREOF, the incorporator has signed these Articles of Incorporation this 17^th day of August, 1995.

/s/ Bonnie S. Sander  

Bonnie S. Sander, (SEAL) 

Incorporator 

EX-3.19(B)

     Exhibit 3.19(b)

BYLAWS OF

DOLLAR FINANCIAL INSURANCE CORP.

ARTICLE I – OFFICES

     Section 1-1. Registered Office. The registered office of the Corporation shall be located within the Commonwealth of Pennsylvania at such place as the Board of Directors (hereinafter referred to as the “Board of Directors” or the “Board”) shall determine from time to time.

ARTICLE II — MEETINGS OF SHAREHOLDERS — ANNUAL FINANCIAL STATEMENTS.

     Section 2-1. Place of Meetings of Shareholders. Meetings of shareholders shall be held at such places, within or without the Commonwealth of Pennsylvania, as may be fixed from time to time by the Board of Directors. If no such place is fixed by the Board of Directors, meetings of the shareholders shall be held at the registered office of the Corporation.

     Section 2-2. Annual Meeting of Shareholders.

          (a) Time. A meeting of the shareholders of the Corporation shall be held in each calendar year, commencing with the year 1996, at such time as the Board of Directors may determine, or if the Board of Directors fails to set a time, on the 18th day of August at 10:00 o’clock a.m., if not a legal holiday, and if such day is a legal holiday, then such meeting shall be held on the next business day. If the annual meeting is not called and held within six months after the designated time, any shareholder may call the meeting at any time thereafter.

          (b) Election of Directors. At such annual meeting, there shall be held an election of Directors.

     Section 2-3. Special Meetings of Shareholders. Except as expressly required by law, special meetings of the shareholders may be called at any time only by:

          (a) the Chairman of the Board, if any, if such officer is serving as the chief executive officer of the Corporation, and otherwise the President of the Corporation;

          (b) the Board of Directors; or

          (c) shareholders entitled to cast at least 20% of the votes that all shareholders are entitled to cast at the particular special meeting.

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     Upon the written request of any person who has called a special meeting, under these Bylaws or applicable law, which request specifies the general nature of the business to be transacted at such meeting; it shall be the duty of the Secretary to fix the time and place of such meeting, which shall be held not less than five nor more than 60 days after the receipt of such request, and to give due notice thereof as required by Section 2-4 hereof. If the Secretary neglects or refuses to fix the time and place of such meeting, the person or persons calling the meeting may do so.

     Section 2-4. Notices of Meetings of Shareholders. Written notice, complying with Article VI of these Bylaws, stating the place and time and, in the case of special meetings, the general nature of the business to be transacted at any meeting of the shareholders shall be given to each shareholder of record entitled to vote at the meeting, except as provided in Section 1707 of the Pennsylvania Business Corporation Law of 1988, as amended (the “Pennsylvania BCL”), at least five days prior to the day named for the meeting, provided that notice shall be given at least ten days prior to the day named for a meeting to consider a fundamental change under Chapter 19 of the Pennsylvania BCL. Such notices may be given by, or at the direction of, the Secretary or other authorized person. If the Secretary or other authorized person neglects or refuses to give notice of a meeting, the person or persons calling the meeting may do so.

     Section 2-5. Quorum of and Action by Shareholders.

          (a) General Rule. Except as provided in subsections (c), (d) and (e) of this Section 2-5, the presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter to be acted upon at the meeting shall constitute a quorum for the purpose of consideration and action on the matter. Unless the Pennsylvania BCL permits otherwise, this Section 2-5(a) may be modified only by a Bylaw amendment adopted by the shareholders.

          (b) Action by Shareholders. Whenever any corporate action is to be taken by vote of the shareholders of the Corporation at a duly organized meeting of shareholders, it shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote thereon.

     Unless the Pennsylvania BCL permits otherwise, this Section 2-5(b) may be modified only by a Bylaw amendment adopted by the shareholders.

          (c) Withdrawal. The shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

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          (d) Election of Directors at Adjourned Meetings. In the case of any meeting called for the election of Directors, those shareholders who attend a meeting called for the election of Directors that has been previously adjourned for lack of a quorum, although less than a quorum as fixed in subsection (a), shall nevertheless constitute a quorum for the purpose of electing Directors.

          (e) Conduct of Other Business at Adjourned Meetings. Those shareholders entitled to vote who attend a meeting of shareholders that has been previously adjourned for one or more periods aggregating at least 15 days because of an absence of a quorum, although less than a quorum as fixed in subsection (a), shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the notice of meeting if the notice states that those shareholders who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matter.

     Section 2-6. Adjournments.

          (a) General Rule. Adjournments of any regular or special meeting of shareholders may be taken, but any meeting at which directors are to be elected shall be adjourned only from day to day, or for such longer periods not exceeding 15 days each as the shareholders present and entitled to vote shall direct, until the directors have been elected.

          (b) Lack of Quorum. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided in this Section 2-6, adjourn the meeting to such time and place as they may determine.

          (c) Notice of an Adjourned Meeting. When a meeting of shareholders is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which the adjournment is taken, unless the Board fixes a new record date for the adjourned meeting.

     Section 2-7. Voting List, Voting and Proxies.

          (a) Voting List. The officer or agent having charge of the transfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at any meeting of shareholders, arranged in alphabetical order, with the address of and the number of shares held by each. The list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof except that, if the Corporation has 5,000 or more shareholders, in lieu of the making of the list the Corporation may make the information therein available at the meeting by any other means.

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          (b) Voting. Except as otherwise specifically provided by law, all matters coming before the meeting shall be determined by a vote of shares. Such vote shall be taken by voice unless a shareholder demands, before the vote begins, that it be taken by ballot.

          (c) Proxies. At all meetings of shareholders, shareholders entitled to vote may attend and vote either in person or by proxy. Every proxy shall be executed in writing by the shareholder or by such shareholder’s duly authorized attorney-in-fact and filed with the Secretary of the Corporation. A proxy, unless coupled with an interest (as defined in Section 1759(c) of the Pennsylvania BCL), shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until written notice thereof has been given to the Secretary of the Corporation. An unrevoked proxy shall not be valid after three years from the date of its execution unless a longer time is expressly provided therein. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of the death or incapacity is given to the Secretary of the Corporation.

          (d) Judges of Election. In advance of any meeting of shareholders of the Corporation, the Board of Directors may appoint one or three Judges of Election, who need not be shareholders and who will have such duties as provided in Section 1765(3) of the Pennsylvania BCL, to act at the meeting or any adjournment thereof. If one or three Judges of Election are not so appointed, the presiding officer of the meeting may, and on the request of any shareholder shall, appoint one or three Judges of Election at the meeting. In case any person appointed as a Judge of Election fails to appear or refuses to act, the vacancy may be filled by appointment made by the Board of Directors in advance of the convening of the meeting or at the meeting by the presiding officer. A person who is a candidate for office to be filled at the meeting shall not act as a Judge of Election. Unless the Pennsylvania BCL permits otherwise, this Section 2-7 (d) may be modified only by a Bylaw amendment adopted by the shareholders.

     Section 2-8. Participation in Meetings by Conference Telephone. Unless determined to the contrary by the Board of Directors in advance of a particular meeting with respect to that meeting, any person who is otherwise entitled to participate in any meeting of the shareholders may attend, be counted for the purposes of determining a quorum and exercise all rights and privileges to which such person might be entitled were such person personally in attendance, including the right to vote, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can -hear each other, if such communications equipment is present in the meeting room.

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     Section 2-9. Action by Unanimous Consent of Shareholders. Any action required or permitted to be taken at a meeting of the shareholders or a class of shareholders may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto in writing (executed personally or by proxy), shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the corporation. In addition to other means of filing with the Secretary, insertion in the minute book of the Corporation shall be deemed filing with the Secretary regardless of whether the Secretary or some other authorized person has actual possession of the minute book.

     Section 2-10. Action by Less than Unanimous Consent of Shareholders. Any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting upon the written consent of shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. The consents shall be filed with the secretary of the Corporation. In addition to other means of filing with the Secretary, insertion in the minute book of the Corporation shall be deemed filing with the Secretary regardless of whether the Secretary or some other authorized person has actual possession of the minute book. The action shall not become effective until after at least ten days’ written notice of such action shall have been given to each shareholder entitled to vote thereon who has not consented thereto.

     Section 2-11. Annual Financial Statements. Unless otherwise agreed between the Corporation and a shareholder, the Corporation shall furnish to its shareholders annual financial statements, including at least a balance sheet as of the end of each fiscal year and statement of income and expenses for the fiscal year. The financial statements shall be prepared on the basis of generally accepted accounting principles, if the Corporation prepares financial statements for the fiscal year on that basis for any purpose, and may be consolidated statements of the Corporation and one or more of its subsidiaries.

     The financial statements shall be mailed by the Corporation to each of its shareholders entitled thereto within 120 days after the close of each fiscal year and, after the mailing and upon request, shall be mailed by the Corporation to any shareholder or beneficial owner entitled thereto to whom a copy of the most recent annual financial statements has not previously been mailed. Statements that are audited or reviewed by a public accountant shall be accompanied by the report of the accountant; in other cases, each copy shall be accompanied by a statement of the person in charge of the financial records of the Corporation (i) stating such person’s reasonable belief as to whether or not the financial statements were prepared in accordance with generally accepted

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accounting principles and, if not, describing the basis of presentation, and (ii) describing any material respects in which the financial statements were not prepared on a basis consistent with those prepared for the previous year.

ARTICLE III — BOARD OF DIRECTORS

     Section 3-1.

          (a) General Powers. Except as otherwise provided by law and these Bylaws, all powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of the Board of Directors. Unless the Pennsylvania BCL permits otherwise, this Section 3-l(a) may be modified only by a Bylaw amendment adopted by the shareholders.

          (b) Number. The number of members of the Board of Directors shall be the number of Directors serving at the time of adoption of this Section 3-1, or such other number as may thereafter from time to time (i) be determined by the Board of Directors, or (ii) be set forth in a notice of a meeting of shareholders called for the election of a full Board of Directors.

          (c) Vacancies. Each Director shall hold office until the expiration of the term for which he was selected and until his successor has been selected and qualified or until his earlier death, resignation or removal. Any vacancies on the Board of Directors, including vacancies resulting from an increase in the number of Directors, may be filled by a majority vote of the remaining members of the Board (though less than a quorum) or by a sole remaining Director or by the shareholders and each person so selected shall be a Director to serve for the balance of the unexpired term.

          (d) Removal. The entire Board of Directors or any individual Director may be removed from office without assigning any cause by vote of shareholders. Notwithstanding the foregoing, if the Board is classified with respect to the power to select Directors or with respect to staggered terms as provided in Section 1724(b) of the Pennsylvania BCL, the right of the shareholders to remove Directors shall be governed by the provisions of Section 1726 of the Pennsylvania BCL. An individual Director shall not be removed (unless the entire board or class of the Board is removed) from the Board if shareholders are entitled to vote cumulatively for the Board or a class of the Board and if votes are cast against the resolution for his removal which, if cumulatively voted at an annual or other regular election of Directors, would be sufficient to elect one or more Directors to the Board (or to the class). Unless the Pennsylvania BCL permits otherwise, this Seetion 3-1(d) may be modified only by a Bylaw amendment adopted by the shareholders.

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          (e) Qualification. A Director must be a natural person at least l8 years of age.

     Section 3-2. Place of Meetings. Meetings of the Board of Directors may be held at such place within or without the Commonwealth of Pennsylvania as a majority of the Directors may appoint from time to time or as may be designated in the notice of the meeting.

     Section 3-3. Regular Meetings. A regular meeting of the Board of Directors shall be held annually, immediately following the annual meeting of the shareholders, at the place where such meeting of the shareholders is held or at such other place and time as a majority of the Directors in office after the annual meeting of shareholders may designate. At such meeting, the Board of Directors shall elect officers of the Corporation. In addition to such regular meeting, the Board of Directors shall have the power to fix by resolution the place and time of other regular meetings of the Board.

     Section 3-4. Special Meetings. Special meetings of the Board of Directors shall be held whenever ordered by the Chairman of the Board, if any, by the President, by a majority of the executive committee, if any, or by a majority of the Directors in office.

     Section 3-5. Participation in Meetings by Conference Telephone. Any Director may participate in any meeting of the Board of Directors or of any committee (provided such Director is otherwise entitled to participate), be counted for the purpose of determining a quorum thereof and exercise all rights and privileges to which such Director might be entitled were he or she personally in attendance, including the right to vote, or any other rights attendant to presence in person at such meeting, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

     Section 3-6. Notices of Meetings of Board of Directors.

          (a) Reqular Meetings. No notice shall be required to be given of any regular meeting, unless the same is held at other than the place or time for holding such meeting as fixed in accordance with Section 3-3 of these Bylaws, in which event five days’ notice shall be given of the place and time of such meeting complying with Article VI of these Bylaws.

          (b) Special Meetings. Written notice stating the place and time of any special meeting of the Board of Directors shall be sufficient if given at least one day, as provided in Article VI, in advance of the time fixed for the meeting.

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     Section 3-7. Quorum; Action by the Board of Directors. A majority of the Directors in office shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the Directors present and voting at a meeting at which a quorum is present shall be the acts of the Board of Directors. If there is no quorum present at a duly convened meeting of the Board of Directors, the majority of those present may adjourn the meeting from time to time and place to place.

     Section 3-8. Informal Action by the Board of Directors. Any action required or permitted to be taken at a meeting of the Directors, or of the members of any committee of the Board of Directors, may be taken without a meeting if, prior or subsequent to the action, a written consent or consents thereto by all of the Directors in office (or members of the committee with respect to committee action) is filed with the Secretary of the Corporation. In addition to other means of filing with the Secretary, insertion in the minute book of the Corporation shall be deemed filing with the Secretary regardless of whether the Secretary or some other authorized person has actual possession of the minute book.

     Section 3-9. Committees.

          (a) Establishment and Powers. The Board of Directors of the Corporation may, by resolution adopted by a majority of the Directors in office, establish one or more committees to consist of one or more Directors of the Corporation. Any committee, to the extent provided in the resolution of the Board of Directors or in the Bylaws, shall have and may exercise all of the powers and authority of the Board of Directors, except that a committee shall not have any power or authority as to the following:

               (i) The submission to shareholders of any action requiring approval of shareholders under Section 1731(a)(1) of the Pennsylvania BCL.

               (ii) The creation or filling of vacancies in the Board of Directors.

               (iii) The adoption, amendment or repeal of the Bylaws.

               (iv) The amendment or repeal of any resolution of the Board of Directors that by its terms is amendable or repealable only by the Board of Directors.

               (v) Action on matters committed by the Bylaws or resolution of the Board of Directors to another committee of the Board of Directors.

          (b) Alternate Members. The Board of Directors may designate one or more Directors as alternate members of any committee who may replace any absent or disqualified member at any

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meeting of the committee or for the purpose of any written action by the committee. In the absence or disqualification of a member and alternate member or members of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of the absent or disqualified member.

          (c) Term. Each committee of the Board of Directors shall serve at the pleasure of the Board of Directors.

          (d) Status of Committee Action. The term “Board of Directors” or “Board”, when used in any provision of these Bylaws relating to the organization or procedures of or the manner of taking action by the Board of Directors, shall be construed to include and refer to any executive or other committee of the Board of Directors. Any provision of these Bylaws relating or referring to action to be taken by the Board of Directors or the procedure required therefor shall be satisfied by the taking of corresponding action by a committee of the Board of Directors to the extent authority to take the action has been delegated to the committee pursuant to this Section.

ARTICLE IV — OFFICERS

     Section 4-1. Election and Office. The Corporation shall have a President, a Secretary and a Treasurer who shall be elected by the Board of Directors. The Board of Directors may elect as additional officers a Chairman of the Board, one or more Vice Chairmen of the Board, one or more Vice Presidents, and one or more other officers or assistant officers. Any number of offices may be held by the same person. The President and the Secretary shall be natural persons of the age of 18 years or older. The Treasurer may be a corporation, but if a natural person shall be of the age of 18 years orolder.

     Section 4-2. Term. The officers and assistant officers shall each serve at the pleasure of the Board of Directors until the first meeting of the Board of Directors following the next annual meeting of shareholders, unless removed from office by the Board of Directors during their respective tenures. Officers may, but need not, be Directors.

     Section 4-3. Powers and Duties of the President. Unless otherwise determined by the Board of Directors, the President shall have the usual duties of an executive officer with general supervision over and direction of the affairs of the Corporation. The President shall be the chief executive officer of the Corporation unless the Chairman of the Board is serving as chief executive officer, in which event the President shall be chief operating officer of the Corporation. In the exercise of these duties and subject to the actions of the Board of Directors, the

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President may appoint, suspend, and discharge employees, agents and assistant officers, fix the compensation of all officers and assistant officers, shall preside at all meetings of the shareholders at which the President shall be present and, unless there is a Chairman of the Board, shall preside at all meetings of the Board of Directors. The President shall also do and perform such other duties as from time to time may be assigned to the President by the Board of Directors.

     Unless otherwise determined by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend and to act and to vote at any meeting of the shareholders of any corporation in which this Corporation may hold stock and, at any such meeting, shall possess and may exercise any and all the rights and powers incident to the ownership of such stock and which, as the owner thereof, the Corporation might have possessed and exercised. The President shall also have the right to delegate such power.

     Section 4-4. Powers and Duties of the Secretary. Unless otherwise determined by the Board of Directors, the Secretary shall be responsible for the keeping of the minutes of all meetings of the Board of Directors and the shareholders, in books provided for that purpose, and for the giving and serving of all notices for the Corporation. The Secretary shall perform all other duties ordinarily incident to the office of Secretary and shall have such other powers and perform such other duties as may be assigned to the Secretary by the Board of Directors. The minute books of the Corporation may be held by a person other than the Secretary.

     Section 4-5. Powers and Duties of the Treasurer. Unless otherwise determined by the Board of Directors, the Treasurer shall have charge of all the funds and securities of the Corporation which may come into such officer’s hands. When necessary or proper, unless otherwise determined by the Board of Directors, the Treasurer shall endorse for collection on behalf of the Corporation checks, notes and other obligations, and shall deposit the same to the credit of the Corporation to such banks or depositories as the Board of Directors may designate and may sign all receipts and vouchers for payments made to the Corporation. The Treasurer shall sign all checks made by the Corporation, except when the Board of Directors shall otherwise direct. The Treasurer shall be responsible for the regular entry in books of the Corporation to be kept for such purpose of a full and accurate account of all funds and securities received and paid by the Treasurer on account of the Corporation. Whenever required by the Board of Directors, the Treasurer shall render a statement of the financial condition of the Corporation. The Treasurer shall have such other powers and shall perform the duties as may be assigned to such officer from time to time by the Board of Directors. The Treasurer shall give such bond, if any, for the faithful performance of the duties of such office as shall be required by the Board of Directors.

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     Section 4-6. Powers and Duties of the Chairman of the Board. Unless otherwise determined by the Board of Directors, the Chairman of the Board, if any, shall preside at all meetings of Directors. The Chairman of the Board shall have such other powers and perform such further duties as may be assigned to such officer by the Board of Directors, including, without limitation, acting as chief executive officer of the Corporation. To be eligible to serve, the Chairman of the Board must be a Director of the Corporation.

     Section 4-7. Powers and Duties of Vice Chairmen of the Board, Vice Presidents and Assistant Officers. Unless otherwise determined by the Board of Directors, each Vice Chairman, Vice President and each assistant officer shall have the powers and perform the duties of his or her respective superior officer. Vice Presidents and assistant officers shall have such rank as may be designated by the Board of Directors. Vice Presidents may be designated as having responsibility for a specific area of the Corporation’s affairs, in which event such Vice President shall be superior to the other Vice Presidents in relation to matters within his or her area. The President shall be the superior officer of the Vice Presidents. The Chairman of the Board shall be the superior officer of the Vice Chairmen. The Treasurer and Secretary shall be the superior officers of the Assistant Treasurers and Assistant Secretaries, respectively.

     Unless otherwise determined by the Board of Directors, the Executive Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote at any meeting of the shareholders of any corporation in which this Corporation may hold stock and, at any such meeting, shall possess and may exercise any and all the rights and powers incident to the ownership of such stock and which, as the owner thereof, the Corporation might have possessed and exercised. The Executive President shall also have the right to delegate such power.

     Section 4-8. Delegation of Office. The Board of Directors may delegate the powers or duties of any officer of the Corporation to any other person from time to time.

     Section 4-9. Vacancies. The Board of Directors shall have the power to fill any vacancies in any office occurring for any reason.

ARTICLE V — CAPITAL STOCK

     Section 5-1. Share Certificates.

          (a) Execution. Except as otherwise provided in Section 5-5, the shares of the Corporation shall be represented by certificates. Unless otherwise provided by the Board of Directors, every share certificate shall be signed by two officers and sealed

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with the corporate seal, which may be a facsimile, engraved or printed, but where such certificate is signed by a transfer agent or a registrar, the signature of any corporate officer upon such certificate may be a facsimile, engraved or printed. In case any officer who has signed, or whose facsimile signature has been placed upon, any share certificate shall have ceased to be such officer because of death, resignation or otherwise, before the certificate is issued, it may be issued with the same effect as if the officer had not ceased to be such at the date of its issue. The provisions of this Section 5-1 shall be subject to any inconsistent or contrary agreement at the time between the Corporation and any transfer agent or registrar.

          (b) Designations, etc. To the extent the Corporation is authorized to issue shares of more than one class or series, every certificate shall set forth upon the face or back of the certificate (or shall state on the face or back of the certificate that the Corporation will furnish to any shareholder upon request and without charge) a full or summary statement of the designations, voting rights, preferences, limitations and special rights of the shares of each class or series authorized to be issued so far as they have been fixed and determined and the authority of the Board of Directors to fix and determine the designations, voting rights, preferences, limitations and special rights of the classes and series of shares of the Corporation.

          (c) Fractional Shares. Except as otherwise determined by the Board of Directors, shares or certificates therefor may be issued as fractional shares for shares held by any dividend reinvestment plan or employee benefit plan created or approved by the Corporation’s Board of Directors, but not by any other person.

     Section 5-2. Transfer of Shares. Transfer of shares shall be made on the books of the Corporation only upon surrender of the share certificate, duly endorsed or with duly executed stock powers attached and otherwise in proper form for transfer, which certificate shall be cancelled at the time of the transfer.

     Section 5-3. Determination of Shareholders of Record.

          (a) Fixing Record Date. The Board of Directors of the Corporation may fix a time prior to the date of any meeting of shareholders as a record date for the determination of the shareholders entitled to notice of, or to vote at, the meeting, which time, except in the case of an adjourned meeting, shall be not more than 90 days prior to the date of the meeting of shareholders. Only shareholders of record on the date fixed shall be so entitled notwithstanding any transfer of shares on the books of the Corporation after any record date fixed as provided in this subsection. The Board of Directors may similarly fix a record date for the determination of shareholders of record for any other purpose. When a determination of shareholders of record has been made as provided in this section for purposes of a meeting, the

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determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date for the adjourned meeting.

          (b) Determination when No Record Date Fixed. If a record date is not fixed:

               (i) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held.

               (ii) The record date for determining shareholders entitled to express consent or dissent to corporate action in writing without a meeting, when prior action by the Board of Directors is not necessary, shall be the close of business on the day on which the first written consent or dissent is filed with the Secretary of the Corporation.

               (iii) The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

          (c) Certification by Nominee. The Board of Directors may adopt a procedure whereby a shareholder of the Corporation may certify in writing to the Corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of a specified person or persons. The resolution of the Board of Directors may set forth:

               (i) the classification of shareholder who may certify;

               (ii) the purpose or purposes for which the certification may be made;

               (iii) the form of certification and information to be contained therein;

               (iv) if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Corporation; and

               (v) such other provisions with respect to the procedure as are deemed necessary or desirable.

               Upon receipt by the Corporation of a certification complying with the procedure, the persons specified in the certification shall be deemed, for the purposes set forth in the certification, to be the holders of record of the number of shares

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specified in place of the shareholder making the certification.

     Section 5-4. Lost Share Certificates. Unless waived in whole or in part by the Board of Directors, any person requesting the issuance of a new certificate in lieu of an alleged lost, destroyed, mislaid or wrongfully taken certificate shall (a) give to the corporation his or her bond of indemnity with an acceptable surety, and (b) satisfy such other requirements as may be imposed by the Corporation. Thereupon, a new share certificate shall be issued to the registered owner or his or her assigns in lieu of the alleged lost, destroyed, mislaid or wrongfully taken certificate, provided that the request therefor and issuance thereof have been made before the Corporation has notice that such shares have been acquired by a bona fide purchaser.

     Section 5-5. Uncertificated Shares. Notwithstanding anything herein to the contrary, any or all classes and series of shares, or any part thereof, may be represented by uncertificated shares to the extent determined by the Board of Directors, except that shares represented by a certificate that is issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the Corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof, a written notice containing the information required to be set forth or stated on certificates. The rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical. Notwithstanding anything herein to the contrary, the provisions of Section 5-2 shall be inapplicable to uncertificated shares and in lieu thereof the Board of Directors shall adopt alternative procedures for registration of transfers.

ARTICLE VI — NOTICES — COMPUTING TIME PERIODS

     Section 6-1. Contents of Notice. Whenever any notice of a meeting is required to be given pursuant to these Bylaws or the Articles of Incorporation (the “Articles”) or otherwise, the notice shall specify the place and time of the meeting; in the case of a special meeting of shareholders or where otherwise required by law or the Bylaws, the general nature of the business to be transacted at such meeting; and any other information required by law.

     Section 6-2. Method of Notice. Whenever written notice is required to be given to any person under the provisions of the Articles or these Bylaws, it may be given to the person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answer back received) or courier service, charges prepaid, or by telecopier, to such person’s address (or to such person’s telex, TWX, telecopier or telephone

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number) appearing on the books of the Corporation or, in the case of Directors, supplied by such Director to the Corporation for the purpose of notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person or, in the case of telex or TWX, when dispatched. Except as otherwise provided herein, or as otherwise directed by the Board of Directors, notices of meetings may be given by, or at the direction of, the Secretary.

     Section 6-3. Computing Time Periods.

          (a) Days to be Counted. In computing the number of days for purposes of these Bylaws, all days shall be counted, including Saturdays, Sundays or a holiday on which national banks are or may elect to be closed (“Holiday”); provided, however, that if the final day of any time period falls on a Saturday, Sunday or Holiday, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or Holiday. In computing the number of days for the purpose of giving notice of any meeting, the date upon which the notice is given shall be counted but the day set for the meeting shall not be counted.

          (b) One Day Notice. In any case where only one day’s notice is being given, notice must be given at least 24 hours in advance by delivery in person, telephone, telex, TWX, telecopier or similar means of communication.

     Section 6-4. Waiver of Notice. Whenever any notice is required to be given by law or the Articles or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice. Except as otherwise required by law or the next sentence, neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting. In the case of a special meeting of shareholders, the waiver of notice shall specify the general nature of the business to be transacted. Attendance of a person at any meeting shall constitute a waiver of notice of the meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE VII — LIMITATION OF DIRECTORS’ LIABILITY AND
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

     Section 7-1. Limitation of Directors’ Liability. No Director of the Corporation shall be personally liable for monetary damages as such for any action taken or any failure to take any action unless: (a) the Director has breached or failed to perform

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the duties of his or her office under Section 1721 of the Pennsylvania BCL, and (b) the breach or failure to perform constitutes self-dealing, wilful misconduct or recklessness; provided, however, that the provisions of this Section shall not apply to the responsibility or liability of a Director pursuant to any criminal statute, or to the liability of a Director for the payment of taxes pursuant to local, Pennsylvania or Federal law.

     Section 7–2. Indemnification and Insurance.

          (a) Indemnification of Directors and Officers.

               (i) Each Indemnitee (as defined below) shall be indemnified and held harmless by the Corporation for all actions taken by him or her and for all failures to take action (regardless of the date of any such action or failure to take action) to the fullest extent permitted by Pennsylvania law against all expense, liability and loss (including without limitation attorneys fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined below). No indemnification pursuant to this Section shall be made, however, in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted wilful misconduct or recklessness.

               (ii) The right to indemnification provided in this Section shall include the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid by the Corporation in advance of the final disposition of the Proceeding to the fullest extent permitted by Pennsylvania law; provided that, if Pennsylvania law continues so to require, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified under this Section or otherwise.

               (iii) Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a Director or officer and shall inure to the benefit of his or her heirs, executors and administrators.

               (iv) For purposes of this Article, (A) “Indemnitee” shall mean each Director or officer of the Corporation who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he or she is or was a Director or officer of the Corporation or is or was serving in any capacity at the request or for the benefit of the Corporation as a Director, officer, employee, agent, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, employee

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repeal or amendment. Notwithstanding any other provision of these Bylaws, no repeal or amendment of these Bylaws shall affect any or all of this Article so as either to reduce the limitation of Directors’ liability or limit indemnification or the advancement of expenses in any manner unless adopted by (a) the unanimous vote of the Directors of the corporation then serving, or (b) the affirmative vote of shareholders entitled to cast not less than a majority of the votes that all shareholders are entitled to cast in the election of Directors; provided that no such amendment shall have retroactive effect inconsistent with the preceding sentence.

     Section 7-4. Changes in Pennsylvania Law. References in this Article VII to Pennsylvania law or to any provision thereof shall be to such law as it existed on the date this Article VII was adopted or as such law thereafter may be changed; provided that (a) in the case of any change which expands the liability of Directors or limits the indemnification rights or the rights to advancement of expenses which the Corporation may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Article shall continue as theretofore to the extent permitted by law; and (b) if such change permits the Corporation without the requirement of any further action by shareholders or Directors to limit further the liability of Directors (or limit the liability of officers) or to provide broader indemnification rights or rights to the advancement of expenses than the Corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.

ARTICLE VIII — FISCAL YEAR

     Section 8-1. Determination of Fiscal Year. The Board of Directors shall have the power by resolution to fix the fiscal year of the Corporation. If the Board of Directors shall fail to do so, the President shall fix the fiscal year.

ARTICLE IX — AMENDMENTS

     Section 9-1. Except as otherwise expressly provided in Section 7-3:

          (a) Shareholders. The shareholders entitled to vote thereon shall have the power to alter, amend, or repeal these Bylaws, by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast thereon, at any regular or special meeting, duly convened after notice to the shareholders of such purpose. In the case of a meeting of shareholders to amend or repeal these Bylaws, written notice shall be given to each shareholder that the purpose, or one of the purposes, of the meeting is to consider the adoption,

18

amendment or repeal of the Bylaws.

          (b) Board of Directors. The Board of Directors (but not a committee thereof), by a vote of the majority of Directors then in office, shall have the power to alter, amend, and repeal these Bylaws, regardless of whether the shareholders have previously adopted the Bylaw being amended or repealed, subject to the power of the shareholders to change such action, provided that the Board of Directors shall not have the power to amend these Bylaws on any subject that is expressly committed to the shareholders by the express terms hereof by Section 1504 of the Pennsylvania BCL or otherwise.

ARTICLE X — INTERPRETATION OF BYLAWS — SEPARABILITY

     Section 10-1. Interpretation. All words, terms and provisions of these Bylaws shall be interpreted and defined by and in accordance with the Pennsylvania BCL.

     Section 10-2. Separability. The provisions of these Bylaws are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

ARTICLE XI — DETERMINATIONS BY THE BOARD

     Section 11–l. Effect of Board Determinations. Any determination involving interpretation or application of these Bylaws made in good faith by the Board of Directors shall be final, binding and conclusive on all parties in interest.

19

EX-3.20(A)

Exhibit 3.20(a)

[ILLEGIBLE]

ARTICLES OF INCORPORATION
of
United States Money Exchange, Inc.

     The undersigned, is a citizen of the United States, desiring to form a corporation, for profit, under Sections 1701.01 et seq. of the Revised Code of Ohio, does hereby certify:

     FIRST. The name of said corporation shall be United States Money Exchange, Inc. (the “Corporation”).

     SECOND. The place in Ohio where its principal office is to be located is 21 East State Street, Columbus, Franklin County.

     THIRD. The purposes for which it is formed are:

     To engage in any lawful act or activity for which corporations may be organized under Sections 1701.01 to 1701.98 inclusive of the Revised Code of Ohio.

     Without limiting in any manner the scope and generality of the foregoing:

     To provide financial and check cashing services to any firm, corporation, company, association, individual, syndicate or other entity.

     To engage in the purchasing and selling of food stamps and money orders.

Page 3

     FOURTH. The number of shares which the Corporation is authorized to have outstanding is:

          Five Hundred (500) Common Shares all of which shall be with a par value of One Dollar ($1.00) each.

     FIFTH. The amount of stated capital with which the Corporation shall begin business is Five Hundred Dollars ($500.00).

     SIXTH. Shareholders of the Corporation shall have no preemptive right to acquire additional, unissued or treasury shares of the Corporation.

     IN WITNESS WHEREOF, I have hereunto subscribed my name, this 5^th day of December, 1978.

United States Money Exchange, Inc.
 

/s/ Marjorie M. Horowitz  

Marjorie M. Horowitz 

Page 4

C-103 Prescribed by
TED W. BROWN
Secretary of State

ORIGINAL APPOINTMENT OF AGENT

     The undersigned, being at least a majority of the incorporators of

United States Money Exchange, Inc.   (Name of Corporation) , 

hereby appoint United States Corporation Company
  (Name of Agent) , 

(a natural person resident in this state) or (a corporation having a business address in this state) (strike out phrase not applicable) upon whom (which) any process, notice or demand required or permitted by statute to be served upon the corporation may be served.

His(Its) complete address is	21 East State Street	,	Columbus	,
	(Street or Avenue)		(City or Village)
Franklin	County, Ohio,		43215	,
			(Zip code)

/s/ Marjorie M. Horowitz  

Marjorie M. Horowitz 

(Incorporators names should be typed or printed beneath signatures)
	, Ohio
	, 1978

United States Money Exchange, Inc.
(Name of Corporation)

          Gentlemen: I hereby accept appointment as agent of your corporation upon whom process, tax notices or demands may be served.

(Signature of Agent)  

By
	(Signature of Officer Signing and Title if Agent is a Corporation)

REMARKS: ALL ARTICLES OF INCORPORATION MUST BE ACCOMPANIED BY AN ORIGINAL APPOINTMENT OF AGENT.

THERE IS NO FILING FEE FOR THIS APPOINTMENT.

Page 5

UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE

I, J. Kenneth Blackwell, Secretary of State of the State of Ohio, do hereby certify that the foregoing is a true and correct copy, consisting of 5 pages, as taken from the original record now in my official custody as Secretary of State.

WITNESS my hand and official seal at Columbus, Ohio, this 16th day of September A.D. 2006

/s/ J. Kenneth Blackwell          

J. KENNETH BLACKWELL Secretary of State

By: /s/ Snanna Whitehead            

NOTICE: This is an official certification only when reproduced in red ink

Certificate

526945

It is hereby certified that the Secretary of State of Ohio has custody of the Records of Incorporation and Miscellaneous Filings: that said records show the filing and recording of: AMD CHN OF FINANCIAL EXCHANGE COMPANY OF OHIO, INC. FORMERLY UNITED STATES MONEY EXCHANGE, INC.

United States of America STATE OF OHIO Office of the Secretary of State	Recorded on Roll E549 at Frame 1158 of the Records of Incorporation and Miscellaneous Filings.
	Witness my hand and the seal of the Secretary of State, at the City of Columbus, Ohio, this 11TH day of JANUARY, A.D. 1979

/s/ Anthony J. Celebrezze ANTHONY J. CELEBREZZE JR.

Secretary of State

Page 2

Prescribed by	L0549-1158	Charter F 526945
C-109 TED W. BROWN		Approved by [ILLEGIBLE]
Secretary of State		Date 1-11-79
		Fee $ [ILLEGIBLE]

CERTIFICATE OF AMENDMENT

BY INCORPORATOR

(SEC. 1701.70 (A) R.C.)

TO ARTICLES OF

UNITED STATES MONEY EXCHANGE, INC.

(Name of Corporation)

     I the undersigned, being all of the incorporator of the above named corporation, do certify that subscriptions to shares have not been received in such amount that the stated capital of such shares is at least equal to the stated capital set forth in the articles as that with which the corporation will begin business and that I have elected to amend the articles as follows:

     ARTICLE FIRST is amended in its entirety to read as follows:

     “FIRST. The name of said corporation shall be Financial Exchange Company of Ohio, Inc. ( the “Corporation”).”

     IN WITNESS WHEREOF, I, being all of the incorporator of the above named corporation, have hereto subscribed my name this 4^th day of January, 1979.

By	/s/ Marjorie M. Horowitz
	Marjorie M. Horowitz
By
By
By
	Incorporator

Page 3

UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE

I, J. Kenneth Blackwell, Secretary of State of the State of Ohio, do hereby certify that the foregoing is a true and correct copy, consisting of 3 pages, as taken from the original record new in my official custody as Secretary of State.

		WITNESS my hand and official seal at Columbus, Ohio, this 15th day of September A.D. 2006
		/s/ J. Kenneth Blackwell
		J. KENNETH BLACKWELL
		Secretary of State
	By:	/s/ Snanna Whitehead

NOTICE: This is an official certification only when reproduced in red ink

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:42 PM 02/12/2007

FILED 09:19 PM 02/12/2007

SRV 070158419 — 4300285 FILE

CERTIFICATE OF INCORPORATION

- of -

MONEYMART TEMP OHIO, INC.

(a Delaware corporation)

     The undersigned, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

     FIRST: The name of the corporation (hereinafter called the “corporation”) is

MONEYMART TEMP OHIO, INC.

     SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the State of Delaware, and the name of the registered agent of the Corporation in the State of Delaware at said address is The Corporation Trust Company.

     THIRD: The nature of the business and the purposes to be conducted and promoted by the corporation are as follows:

     To conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

     FOURTH: The aggregate number of shares of stock that the Corporation shall have authority to issue is 1,000 shares, par value $0.001 per share, all of which shall be of the same class and all of which are designated as common stock.

     FIFTH: The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
HILARY B. MILLER	112 Parsonage Road
	Greenwich, Connecticut 06830-3942

     SIXTH: The corporation is to have perpetual existence.

Certificate of Incorporation of MONEYMART TEMP OHIO, INC. Page 1 of 4 Pages

     SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under § 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

     EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

     1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase “whole Board” and the phrase “total number of directors” shall he deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.

     2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of §109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that

Certificate of Incorporation of MONEYMART TEMP OHIO, INC. Page 2 of 4 Pages

any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

     3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

     NINTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of sub-section (b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

     TENTH: The corporation shall, to the fullest extent permitted by the provisions of § 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

     ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized

Certificate of Incorporation of MONEYMART TEMP OHIO, INC. Page 3 of 4 Pages

by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH.

Dated: February 8, 2007.

/s/ Hilary B. Miller (U.S.)

HILARY B. MILLER

Incorporator

Certificate of Incorporation of MONEYMART TEMP OHIO, INC. Page 4 of 4 Pages

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:50 PM 02/20/2007

FILED 7:08 PM 02/20/2007

SRV 070194271 — 4300285 FILE

CERTIFICATE OF MERGER

- of -

FINANCIAL EXCHANGE COMPANY OF OHIO, INC.
(an Ohio corporation)

- with and into -

MONEYMART TEMP OHIO, INC.
(a Delaware corporation)

     It is hereby certified that:

     1. The constituent business corporations participating in the merger herein certified are:

     (a) MONEYMART TEMP OHIO, INC. (“Newcorp”), which is incorporated under the laws of the State of Delaware; and

     (b) FINANCIAL EXCHANGE COMPANY OF OHIO, INC. (“Oldcorp”), which is incorporated under the laws of the State of Ohio, the authorized capital of which consists of 500 shares of common stock, no par value.

     2. An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the General Corporation Law of the State of Delaware, to wit, by Newcorp in the same manner as is provided in Section 251 of the General Corporation Law of the State of Delaware and by Oldcorp in accordance with the laws of the State of its incorporation.

     3. The merger is to become effective on February 28, 2007.

     4. The surviving corporation in the merger herein certified is Newcorp, which will continue its existence as said surviving corporation under the name FINANCIAL EXCHANGE COMPANY OF OHIO, INC. upon the effective date of said merger pursuant to the provisions of the laws of the State of Delaware.

     5. The certificate of incorporation of Newcorp, as now in force and effect, shall continue to be the certificate of incorporation of said surviving corporation until amended and changed pursuant to the provisions of the laws of the State of Delaware except as set forth in the following paragraph.

     6. The certificate of incorporation of Newcorp is to be amended and changed by reason of the merger herein certified by striking out article FIRST thereof, relating to the name of said surviving corporation, and by substituting in lieu thereof the following article:

Certificate of Merger — Financial Exchange Company of Ohio, Inc. Page 1 of 2 Pages

          FIRST: The name of the corporation (hereinafter called the “corporation”) is FINANCIAL EXCHANGE COMPANY OF OHIO, INC.

     7. The executed Agreement of Merger between the aforesaid constituent corporations is on file at an office of the aforesaid surviving corporation, the address of which is as follows: 1436 Lancaster Avenue, Suite 300, Berwyn, Pennsylvania 19312-1288.

     8. A copy of the aforesaid Agreement of Merger will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations.

     Dated: February 20, 2007

FINANCIAL EXCHANGE COMPANY OF OHIO, INC.
By:	/s/ Peter J. Sokolowski
	Peter J. Sokolowski
	Vice President
MONEYMART TEMP OHIO, INC.
By:	/s/ Peter J. Sokolowski
	Peter J. Sokolowski
	Vice President

Certificate of Merger — Financial Exchange Company of Ohio, Inc. Page 2 of 2 Pages

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT

It is hereby certified that:

          1. The name of the corporation (hereinafter called the “Corporation”) is Financial Exchange Company of Ohio, Inc.

          2. The registered office of the Corporation within the State of Delaware is hereby changed to 160 Greentree Drive, Suite 101, City of Dover 19904, County of Kent.

          3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

          4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on January 20, 2009.

/s/ Roy Hibberd

Roy Hibberd, Secretary

State of Delaware

Secretary or State

Division of Corporations

Delivered 06:50 PM 01/22/2009

FILED 06:39 PM 01/22/2009

SRV 090060939 — 4300285 FILE

EX-3.20(B)

Exhibit 3.20(b)

BY-LAWS OF

FINANCIAL EXCHANGE COMPANY OF OHIO, INC.

(a Delaware corporation)

ARTICLE I

OFFICES

     Section 1. Registered Office. The registered office of Financial Exchange Company of Ohio, Inc. (hereinafter referred to as the “Corporation”) shall be as specified in the Certificate of Incorporation. The Corporation’s registered address may be changed, as the Board of Directors (hereinafter referred to as the “Board”) may, from time to time in its sole discretion determine; or the business of the Corporation may require.

     Section 2. Other Offices. The Corporation may also have such offices, both within or outside of the State of Delaware, as the Board may, from time to time in its sole discretion determine; or business of the Corporation may require.

ARTICLE II

MEETING OF THE STOCKHOLDERS

     Section 1. Annual Meeting. The annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on such time and at such place as may be determined by the Board.

     Section 2. Special Meetings. Special meetings of the stockholders, unless otherwise prescribed by statute, may be called at any time by the Board or by the holder or holders on the date of the call of not less than a majority of the issued and outstanding shares of Common Stock entitled to vote at such special meeting.

     Section 3. Notice or Waiver of Notice of Meetings. Notice of the place, date and hour of each annual or special meeting of the stockholders and the purpose or purposes thereof shall be given personally or by mail in a postage prepaid envelope, not less than ten (10) or more than sixty (60) days before the date of such meeting, to each stockholder entitled to vote at such meeting, and if mailed, it shall be directed to such stockholder at his address as it appears on the records of stockholders, unless he shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other address. Any such notice for any meeting other than the annual meeting shall indicate that it is being issued at the direction of the Board. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy and shall not, prior to the conclusion of such meeting, protest the lack of notice thereof, or who shall, either before or after the meeting,

submit a signed waiver of notice, in person or in proxy. Unless the Board shall fix a new record date for an adjourned meeting, notice of such adjourned meeting need not be given if the time and place to which the meeting shall be adjourned were announced at the meeting at which the adjournment is taken.

     Section 4. Quorum. The holders of a majority of the outstanding shares of Common Stock shall constitutes quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum. In the absence of a quorum, the holders of a majority of the shares of Common Stock present in person or by proxy and entitled to vote may adjourn the meeting from time to time. At any such adjourned meeting at which a quorum may be present any business may be transacted which might have been transacted at the meeting as originally called.

     Section 5. Voting. Each share of Common Stock shall entitle the holders thereof to one vote. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power; and except as may be otherwise prescribed by the provisions of the certificate of incorporation and these By-Laws. In the election of directors, and for any other action, voting need not be by ballot.

     Section 6. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

     Section 7. Inspectors. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all

2

votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him or them and execute a certificate of any fact found by him or them. Except as otherwise required by subsection (e) of Section 231 of the General Corporation Law, the provisions of that Section shall not apply to the corporation.

     Section 8. Conduct of Meeting. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting — the Chief Executive Officer, the President, if any, any Vice President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence or inability to act, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

     Section 9. Order of Business. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

     Section 10. List of Stockholders. A list of stockholders as of the record date, certified by the Secretary of the Corporation or by the transfer agent for the Corporation, shall be produced at any meeting of the Stockholders upon the request of any stockholder made at or prior to such meeting.

     Section 11. Consent of Stockholders in Lieu of Meeting. Any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law.

ARTICLE III

DIRECTORS

     Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the Board. The Board may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Certificate of Incorporation directed, or required to be exercised by the stockholders.

3

     Section 2. Qualifications, Number, Election and Term. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The Board shall consist of at least two (2) persons and the number may be fixed from time to time by action of the stockholders or of the directors. The number of directors may be increased or decreased by action of the stockholders or of the directors. The first Board, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

     Section 3. Resignations, Removals and Vacancies. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Except as the General Corporation Law may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filing of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

     Section 4. Place of Meeting. Meetings of the Board shall be held at the principal office of the Corporation located in the State of Delaware or at such other place, within or outside the State of Delaware, as the Board may determine or as shall be specified in the notice of any such meeting.

     Section 5. Annual Meetings. The Board shall meet for the purpose of organization, the election of officers and the transaction of business, as soon as practicable after each annual meeting of the stockholders, on the same day and at the same place where the annual meeting of the stockholders shall be held. Notice of such meeting need not be given. Such meeting may be held at any other time or place (within or outside the State of Delaware) which shall be specified in a notice thereof given as hereinafter provided in Section 8 of this Article III.

     Section 6. Regular Meeting. Regular meetings of the Board shall be held at such time as the Board may fix. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Notice of regular meetings of the Board need not be given except as otherwise required by statute or these By-Laws.

     Section 7. Special Meetings. Special meetings of the Board may be called by the Chief Executive Officer, or in his absence the President, if any, or by the majority of the entire Board.

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     Section 8. Notice or Waiver of Notice of Meetings. Notice of each special meeting of the Board (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 8, in which notice shall be stated the time and place of the meeting. Except as otherwise required by these By-Laws, such notice need not state the purposes of such meeting. Notice of each such meeting shall be mailed, postage prepaid, to each director, addressed to him at his residence or usual place of business, by first-class mail at least three (3) days before the day on which such meeting is to be held, or shall be sent addressed to him at such place by facsimile, telex, cable or wireless, or be delivered to him personally or by telephone, at least 24 hours before the time at which such meeting is to be held. A written waiver of notice, signed by the director entitled to notice, whether before or after the time stated therein shall be deemed equivalent to notice. Notice of any such meeting need not given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him.

     Section 9. Quorum and Action. Except as hereinafter provided, a majority of the entire Board shall be present in person or by means of a conference telephone or other similar communications equipment which allows all persons participating in the meeting to hear each other at the same time at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting; and, except as otherwise required by statute or the Certificate of Incorporation, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. In the absence of a quorum at any meeting of the Board, a majority of the directors present at the meeting may adjourn such meeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless such time and place were announced at the meeting at which the adjournment was taken, to the other directors. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The directors shall act only as a Board and the individual directors will have no power to act as such.

     Section 10. Telephonic, Other Electronic Device Participation. One or more members of the Board may participate in any meeting of the Board (including meetings of executive and other committees) by means of a conference telephone or similar communications equipment allowing all of the persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

     Section 11. Conduct of Meeting. At each meeting of the Board, the Chief Executive Officer or, in his absence the President, if any, or, in his absence, another director chosen by a majority of the directors present shall act as chairman of the meeting and preside thereat. The Secretary (or, in his absence, any person who shall be an Assistant Secretary, if any of them shall be present at such meeting appointed by the chairman) shall act as secretary of the meeting and keep the minutes thereof.

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     Section 12. Executive and Other Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

     Section 13. Compensation. The Board shall have the authority to fix the compensation, if any, including fees and reimbursement of expenses, or directors for services to the Corporation in any capacity.

     Section 14. Consent of Directors in Lieu of Meeting. Any action required by the General Corporation Law to be taken at any meeting of the directors, may be taken without a meeting, without prior notice and without a vote, if, a Consent in writing, setting forth the action so taken, shall be signed by all of the directors. Action taken pursuant to this paragraph shall be subject to the provisions of Section 141(f) of the General Corporation Law.

ARTICLE IV

OFFICERS

     Section 1. Officers. The officers of the Corporation shall include the Chief Executive Officer, Executive Vice-President, Chief Financial Officer, Senior Vice-President and the Secretary. Any two or more offices may be held by the same person; except the offices of Chief Executive Officer and Secretary; provided that when all of the issued and outstanding stock of the Corporation is held by one person, such person may hold office until the meeting of the Board following the next annual meeting of the stockholders, or until his successor shall have been duly elected and shall have qualified or until his death, or until he shall have resigned, or have been removed, as hereinafter provided in these By-Laws. The Board may from time to time elect, or delegate to the Chief Executive Officer the power to appoint, such other officers (including one or more Assistant Secretaries) and such agents, as may be necessary or desirable for the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as may be prescribed by the Board or appointing authority.

     Section 2. Resignations, Removals and Vacancies. Any officer may resign at any time upon written notice to the corporation. Thereafter, officers who are elected at an annual meeting of directors, and officers who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of directors and until their

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successors are elected and qualified or until their earlier resignation or removal. Except as the General Corporation Law may otherwise require, in the interim between annual meetings of directors or of special meetings of directors called for the election of officers and/or for the removal of one or more officers and for the filing of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of the directors then in office

     Section 3. Officers’ Bonds or Other Security. If required by the Board, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety or sureties as the Board may require.

     Section 4. Compensation. The compensation, if any, of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board; provided, however, the Board may delegate to the Chief Executive Officer the power to fix the compensation of officers and agents appointed by him. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation, but any such officer who shall also be a director (except in the event that there is only one director of the Corporation) shall not have any vote in the determination of the amount of compensation paid to him.

     Section 5. Chief Executive Officer. The Chief Executive Officer shall be the principal executive officer of the corporation and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the corporation. He may sign, with the Secretary or any other proper officer of the corporation duly authorized by the board of directors duly authorized by the board of directors, certificates of stock, deeds, mortgages, bonds, contracts, instruments of conveyance, checks, drafts, notes, and other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof, shall be otherwise expressly delegated by the board of directors, these Bylaws or law. The Chief Executive Officer in general, shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the board of directors from time to time.

     Section 6. President. The President, if any, in the absence of the Chief Executive Officer, or in the event of his death, inability or refusal to act; the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as may be delegated to him by the Board of Directors or Chief Executive Officer.

     Section 7. Executive Vice-President. The Executive Vice-President shall, in the absence of the Chief Executive Officer and President, if any, or in the event of their death, inability or refusal to act; the Executive Vice President shall perform the duties and exercise the powers of the Chief Executive Officer and shall have such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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     Section 8. Chief Financial Officer. The Chief Financial Officer shall (a) have charge and custody of all funds and securities of the corporation (b) receive and give receipt for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the board of directors, and (c) in general, perform all of the duties of the duties incident to the office of Chief Financial Officer and such other duties as from time to time may be assigned to him by the Chief Executive Officer of board of directors.

     Section 9. Senior Vice-President. The Senior Vice President shall, in the absence of the Executive Vice-President, or in the event of his death or inability to act, the Senior Vice President shall perform the duties and exercise the powers of the Executive Vice-President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe,

     Section 10. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees, if any, when required. He shall give or cause to be given notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as the Board of Directors may from prescribe. He shall have custody of the corporate seal of the Corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

ARTICLE V

CLASSES OF STOCK, SHARE CERTIFICATES

     Section 1. Stock Certificates. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the Chief Executive Officer or President, if any, or a Vice President and by the Chief Financial Officer or the Secretary or an Assistant Secretary of the Corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

     Section 2. Classes of Shares. The Corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock. The certificates representing shares of any such

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class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

     Section 3. Uncertificated Shares. Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation, may provide by resolution. or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law.

     Section 4. Books of Account and Record of Stockholders. There shall be kept correct and complete books and records of account of all business and transactions of the Corporation. The stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or agent designated by the Board.

     Section 5. Transfer of Shares. Transfers of shares of stock of the Corporation shall be made on the stock records of the Corporation only upon authorization by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly exercised and filed with the Secretary or with a transfer agent or transfer clerk, and on surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of all taxes thereon. The person in whose name shares of stock shall stand on the record of stockholders of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Whenever any transfers of shares shall be made for collateral security and not absolutely and written notice thereof shall be given to the Secretary or to such transfer agent or transfer clerk, such fact shall be stated in the entry of the transfer.

     Section 6. Regulations. The Board may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock or; the issue, transfer and registration of uncertificated shares of stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more registrars and may require all certificates for shares of stock to bear the signature or signatures of any of them.

     Section 7. Fixing of Record Date. The Board may fix, in advance, a date not more than sixty nor less than ten days before the date then fixed for the holding of any meeting of the stockholders or before the last day on which the consent or dissent of the stockholders may be effectively expressed for any purpose without a meeting, as the time as of which the stockholders entitled to notice of and to vote at such meeting or whose consent or dissent is required or may be expressed for any purpose, as the case may be, shall be determined, and all persons who were stockholders of record of voting stock at such time, and no others, shall be entitled to notice of and to vote at such meeting or to express their consent or dissent, as the case may be. The Board may fix, in advance a date not more than sixty nor less than ten days preceding the date fixed for

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the payment of any dividend or the making of any distribution or the allotment or rights to subscribe to securities of the Corporation, or for the delivery of evidence of rights or evidences of interest arising out of any change, conversion or exchange of capital stock or other securities, as the record date for determination of the stockholders entitled to receive any such dividend, distribution, allotment, rights or interests, and in such case only the stockholders of record at the time so fixed shall be entitled to receive such dividend, distribution, allotment, rights or interests.

     Section 8. Lost, Destroyed or Mutilated Certificate. The holder of any certificate representing shares of stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of such certificate, and the Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it which the owner thereof shall allege to have been lost or destroyed or which shall have been mutilated, and the Board may, in its discretion, require such owner or his legal representative to give to the Corporation a bond in such sum, limited or unlimited, and in such form and with such surety or sureties as the Board in its absolute discretion shall determine, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of destruction of any such certificate, or the issuance of such new certificate. Anything herein to the contrary notwithstanding, the Board, in its absolute discretion, may refuse to issue any such new certificate, except pursuant to legal proceedings under the laws of the State of Delaware.

ARTICLE VI

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     Section 1. Execution of Contracts. Except as otherwise required by statute, the Certificate of Incorporation or these By-Laws, any contract or instrument may be executed and delivered in the name and on behalf of the Corporation by such officer or officers (including any assistant officer) of the Corporation as the Board may from time to time direct. Such authority may be general or confined to specific instances as the Board may determine. Unless authorized by the Board or expressly permitted by these By-Laws, no officer or agent or employee shall have the power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it pecuniarily liable for any purpose or to any amount, except in the ordinary course of business and within the scope of his authority as set forth in these By-Laws.

     Section 2. Loans. Unless the Board shall otherwise determine, the Chief Executive Officer, the President, if any, or any Vice-President may effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, but no officer or officers shall mortgage, pledge, hypothecate or transfer any securities or other property of the Corporation other than in connection with the purchase of chattels for use in the Corporation’s operations, except when authorized by the Board.

     Section 3. Checks, Drafts, etc. All checks, drafts, bills of exchange or other orders for the payment of money out of the funds of the Corporation, and all notes or other evidence of

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indebtedness of the Corporation, shall be signed in the name and on behalf of the Corporation by such persons and in such manner as shall from time to time be authorized by the Board.

     Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board may from time to time designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order of the Corporation may be endorsed, assigned and delivered by any officer or agent of the Corporation.

     Section 5. General and Special Bank Accounts. The Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositaries as the Board may designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-Laws, as it may deem expedient.

ARTICLE VII

INDEMNIFICATION

     Any person made a party to any action or proceeding (whether or not by or in the right of the Corporation to procure a judgment in its favor or by or in the right of any other corporation) by reason of the fact that he, his testator or intestate, is or was a director, officer or employee of the Corporation, or of any other corporation which he served as such at the request of the Corporation, shall be indemnified by the Corporation against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney fees, actually and necessarily incurred by him in connection with any appeal therein, to the fullest extent permitted under the laws of the State of Delaware from time to time in effect. The Corporation shall have the power to purchase and maintain insurance for indemnification of such directors, officers and employees to the full extent permitted under the laws of the State of Delaware from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights of indemnification to which such director, officer or employees may be entitled. Such indemnification is contingent upon the conduct of the director, officer or employee being consistent with his title and duties and service to the Corporation, and provided that said conduct was not criminal or fraudulent in nature.

ARTICLE VIII

CORPORATE SEAL

     The seal of the Corporation shall be circular in form, shall bear the name of the Corporation and shall include the words and numbers “Corporate Seal”, “Delaware” and the year

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of incorporation.

ARTICLE IX

FISCAL YEAR

     The fiscal year of the corporation shall be determined, and shall be subject to change, by the Board.

ARTICLE X

AMENDMENT

     The By-Laws may be amended, amended and restated, repealed or altered by vote of the holders of the majority of the shares of Common Stock at the time entitled to vote in the election of directors, except as otherwise provided in the Certificate of Incorporation. The By-Laws may also be amended, amended and restated, repealed or altered by the Board, but any By-Law adopted by the Board may be amended, amended and restated, repealed or altered by the stockholders entitled to vote thereon as herein provided.

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Financial Exchange Company of Ohio, Inc. Bylaws adopted June 2, 2008 to be effective as of February 28, 2007.

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EX-3.21(A)

Exhibit 3.21(a)

(STAMP)

COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU

     In compliance with the requirements of section 204 of the Business Corporation Law, act of May 5, 1933 (P.L. 364) (15 P.S. 81204) the undersigned desiring to be incorporated as a business corporation, hereby certifies (certify) that:

1. The name of the corporation is UNIVERSAL MONEY EXCHANGE, INC.

2. The location and post office address of the initial registered office of the corporation in this Commonwealth is: 2400 Two Girard Plaza, Philadelphia PA 19102

3. The corporation is incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania for the following purpose or purposes: To engage in and do any lawful act concerning any or all lawful business for which corporations may be incorporated under this act.

4. The term for which the corporation is to exist is perpetual.

5. The aggregate number of shares which the corporation shall have authority to issue is: One Thousand (1,000) shares of capital stock without per value.

STAMP

6. The name and post office address of each incorporator and the number and class of shares subscribed by such incorporator(s) is (are):

		Number and
Name	Address	Class of Shares
Virginia Zuccari	2400 Two Girard Plaza Philadelphia, PA 19102		1

     In TESTIMONY WHEREOF, the incorporator(s) has (have) signed and sealed these Articles of Incorporation this 3rd day of October, 1978.

(SEAL)	/s/ Virginia Zuccari	(SEAL)
		(SEAL)

CERTIFICATE OF INCORPORATION

UNIVERSAL MONEY EXCHANGE, INC.

INSTRUCTION FOR COMPLETION OF FORM

Article 1 of the Articles of Incorporation of the corporation, relating to the name of the corporation, is hereby amended to read in its entirety as follows:

“1.	The name of the corporation is:
	Financial Exchange Company of Pennsylvania, Inc.”

Article 5 of the Articles of Incorporation of the corporation, relating to authorized shares of the corporation, is hereby amended to read in its entirety as follows:

“5.  The aggregate number of shares which the corporation shall have authority to issue is: One Thousand (1,000) shares of capital stock, par value five Hundred Dollars ($500.00) per shares.”

Article 7 of the Articles of Incorporation of the corporation, relating to cumulative voting, is hereby added to read in its entirety as follows:

“7.  No holder of any class of shares of the corporation shall be entitled to cumulate his votes at any election of directors.”

Article 8 of the Articles of Incorporation of the corporation, relating to pre-emptive rights of shareholders, is hereby added to read in its entirety as follows:

“8.  Shareholders of the corporation shall have no pre-emptive right to acquire additional, unissued, or treasury shares of the corporation.”

CERTIFICATE OF AMENDMENT

-FOR OFFICE USE ONLY-

-FOR OFFICE USE ONLY

PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU

SIGNATURE

PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU

SIGNATURE

EX-3.21(B)

Exhibit 3.21(b)

FINANCIAL EXCHANGE COMPANY OF PENNSYLVANIA, INC.

* * * * *

BY-LAWS

* * * * *

ARTICLE I

OFFICES

     Section 1. The registered office shall be located in the City of Broomall, Commonwealth of Pennsylvania.

     Section 2. The corporation may also have offices at such other places both within and without the Commonwealth of Pennsylvania as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of the shareholders shall be held at such place within or without the Commonwealth, as may be from time to time fixed or determined by the board of directors. One or more shareholders may participate in a meeting of the shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting may hear each other.

     Section 2. An annual meeting of the shareholders, commencing with the year 1988, shall be held on the 2nd Tuesday of May if not a legal holiday and, if a legal holiday, than on the next secular day following at 2:00 P.M., when they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

     Section 3. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called at any time by the chairman of the board the president, or

a majority of the board of directors, or the holders of not less than one-fifth of all the shares issued and outstanding and entitled to vote at the particular meeting, upon written request delivered to the secretary of the corporation. Such request shall state the purpose or purposes of the proposed meeting. Upon receipt of any such request, it shall be the duty of the secretary to call a special meeting of the shareholders to be held at such time, not more than sixty days thereafter, as the secretary may fix. If the secretary shall neglect to issue such call, the person or persons making the request may issue the call.

     Section 4. Written notice of every meeting of the shareholders, specifying the place, date and hour and the general nature of the business of the meeting, shall be served upon or mailed, postage prepaid, at least five days prior to the meeting, unless a greater period of notice is required by statute, to each shareholder entitled to vote thereat.

     Section 5. The officer having charge of the transfer books for shares of the corporation shall prepare and make at least five days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address and the number of shares held by each which list shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.

     Section 6. Business transacted at all special meetings of shareholders shall be limited to the purposes stated in the notice.

     Section 7. The holders of a majority of the issued and outstanding shares entitled to vote, present in person or represented by proxy, shall be requisite and shall

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constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by statute or by the articles of incorporation or by these by-laws. If, however, any meeting of shareholders cannot be organized because a quorum has not attended, the shareholders entitled to vote thereat, present in person or by proxy, shall have power, except as otherwise provided by statute, to adjourn the meeting to such time and place as they may determine, but in the case of any meeting called for the election of directors such meeting may be adjourned only from day to day or for such longer periods not exceeding fifteen days each as the holders of a majority of the shares present in person or by proxy shall direct, and those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing directors. At any adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

     Section 8. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the shares having voting powers, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes or of the articles of incorporation or of these by-laws, a different vote is required in which case such express provision shall govern and control the decision of such question.

     Section 9. Each shareholder shall at every meeting of the shareholders be entitled to one vote in person or by proxy for each share having voting power held by such shareholder, but no proxy shall be vetoed on after three years from its date, unless coupled with an interest, and, except where the transfer books of the corporation have been closed or a date has been fixed as a record date for the determination of its shareholders entitled to vote, transferees of

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shares which are transferred on the books of the corporation within ten days next preceding the date of such meeting shall not be entitled to vote at such meeting.

     Section 10. In advance of any meeting of shareholders, the board of directors may appoint judges of election, who need not be shareholders, to act at such meeting or any adjournment thereof. If judges of election be not so appointed, the chairman of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment at the meeting. The number of judges shall be one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present and entitled to vote shall determine whether one or three judges are to be appointed. No person who is a candidate for office shall act as a judge. The judges of election shall do all such acts as may be proper to conduct the election or vote with fairness to all shareholders, and shall make a written report of any matter determined by them and execute a certificate of any fact found by them, if requested by the chairman of the meeting or any shareholder or his proxy. If there be three judges of election the decision, act or certificate of a majority, shall be effected in all respects as the decision, act or certificate of all.

     Section 11. Any action which may be taken at at meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and shall be filed with the secretary of the corporation.

ARTICLE III

DIRECTORS

     Section 1. The number of directors which shall constitute the whole board shall be three (3). The directors shall be elected at the annual meeting of the shareholders,

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except as provided in Section 2 of this article, and each director shall hold office until his successor is elected and qualified. Directors need not be shareholders.

     Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled by a majority of the remaining number of the board, though less than a quorum and each person so elected shall be a director until his successor is elected by the shareholders, who may make such election at the next annual meeting of the shareholders or at any special meeting duly called for that purpose and held prior thereto.

     Section 3. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised and done by the shareholders.

MEETINGS OF THE BOARD OF DIRECTORS

     Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the Commonwealth of Pennsylvania. One or more directors may participate in a meeting of the board or of a committee of the board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

     Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the shareholders at the meeting at which such directors were elected and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a majority of the whole board shall be present. In the event of the failure of the shareholders to fix the time or place of such first meeting of the newly elected

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board of directors, or in the event such meeting is not held at the time and place so fixed by the shareholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for such meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

     Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of at least a majority of the board at a duly convened meeting, or by unanimous written consent.

     Section 7. Special meetings of the board may be called by the chairman of the board or the president on one day notice to each director, either personally or by mail or by telegram; special meetings shall be called by the chairman of the board, the president or the secretary in like manner and on like notice on the written request of two directors.

     Section 8. At all meetings of the board a majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the board of directors, except as may be otherwise specifically provided by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 9. If all the directors shall severally or collectively consent in writing to any action to be taken by the corporation, such action shall be as valid a corporate action as though it had been authorized at a meeting of the board of directors.

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COMMITTEES

      Section 10. The board of directors may, by resolution adopted by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee to the extent provided in such resolution or in these by-laws, shall have and exercise the authority of the board of directors in the management of the business and affairs of the corporation. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. The committees shall keep regular minutes of the proceedings had report the same to the board when required.

COMPENSATION OF DIRECTORS

     Section 11. Directors, as such, shall not receive any stated compensation for their services but, by resolution of the board, a fixed sum, and expenses of attendance if any, may be allowed for attendance at each regular or special meeting of the board or at meetings of the executive committee; provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

NOTICES

     Section 1. Notices to directors and shareholders shall be in writing and delivered personally or mailed to the directors or shareholders at their addresses appearing on the books of the corporation. Notice by mail shall fee deemed to be given at the time when the same shall be mailed. Notice to directors may also be given by telegram.

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     Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the articles of incorporation or of these by-laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

     Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a chairman of the board, a president, a vice-president, a secretary, a controller and a treasurer. The president and secretary shall be natural persons of full age; the treasurer may be a corporation but, if a natural person, shall be of full age. The board of directors may also choose additional vice-presidents and one or more assistant secretaries and assistant treasurers. Any number of the aforesaid offices may be held by the same person.

     Section 2. The board of directors, immediately after each annual meeting of shareholders, shall elect a chairman of the board and a president, and the board shall also annually choose a vice-president, a secretary and a treasurer who need not be members of the board.

     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

     Section 4. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of the majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

-8-

CHAIRMAN OF THE BOARD

     Section 5. The chairman of the board shall be chief executive officer of the corporation, must be a director of the corporation, shall preside at all meetings of the board of directors and of the shareholders and shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

THE PRESIDENT

     Section 6. The president shall be the chief operating officer of the corporation, must be a director of the corporation, and shall have such powers and perform such other duties as from time to time may be assigned to him by the board of directors or the chairman of the board. In the absence of the chairman of the board he shall preside at meetings of the board of directors and of the shareholders.

     Section 7. The chairman of the board and the president may each execute bonds_t mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

     Section 8. The vice-president, or if there shall be more than one, the vice-presidents, shall perform such duties and have such powers as the board of directors or the chairman of the board may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the shareholders and of the board of directors in a book to be kept for that

-9-

purpose and shall perform like duties for the executive committee when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or the chairman of the board, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation and, when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of an assistant secretary.

     Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors or the chairman of the board, shall, in the absence of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors or the chairman of the board may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

     Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers, for such disbursements, and shall render to the chairman of the board, the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

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     Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

     Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors or the chairman of the board may from time to time prescribe.

CONTROLLER

     Section 15. The Controller shall act as the principal accounting officer of the corporation in charge of general accounting books and accounting records and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES OF SHARES

     Section 1. The certificates of shares of the corporation shall be numbered and registered in a share register as they are issued. They shall exhibit the name of the registered holder and the number and class of shares and the series, if any, represented thereby and the par value of each share or a statement that such shares are without par value as the case may be. If more than one class of shares is authorized, the certificate shall state that the corporation will furnish to any shareholder, upon request and without charge a full or summary statement of the designations, preferences, limitations,

-11-

and relative rights of the shares of each class authorized to be issued, and the variations thereof between the shares of each series, and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.

     Section 2. Every share certificate shall be signed by the chairman of the board, the president or vice-president and the secretary or an assistant secretary or the treasurer or an assistant treasurer and shall be sealed with the corporate seal which may be facsimile, engraved or printed.

     Section 3. Where a certificate is signed by a transfer agent or an assistant transfer agent or a registrar, the signature of any such chairman of the board, president, vice-president, treasurer, assistant treasurer, secretary or assistant secretary may be facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation.

LOST CERTIFICATES

     Section 4. The board of directors shall direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, destroyed or wrongfully taken, upon the making of an affidavit of that fact by the person claiming the share certificate to be lost, destroyed or wrongfully taken. When authorizing such issue of a new certificate or certificates, the board of directors may, in

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its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, destroyed or wrongfully taken, certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate or certificates alleged to have been lost, destroyed or wrongfully taken.

TRANSFERS OF SHARES

     Section 5. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

CLOSING OF TRANSFER BOOKS

     Section 6. The board of directors may fix a time, not more than fifty days, prior to the date of any meeting of shareholders or the date fixed for the payment of any dividend or distribution or the date for the allotment of rights or the date when any change or conversion or exchange of shares will be made or go into effect, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting or entitled to receive payment of any such dividend or distribution or to receive any such allotment of rights or to exercise the rights in respect to any such change, conversion or exchange of shares. In such case only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting or to receive payment of such dividend or to receive such allotment of rights or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after any record date so fixed. The board of directors may close the

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EXHIBIT “A”
TO
FINANCIAL EXCHANGE COMPANY OF PENNSYLVANIA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 of 3)

Article II, Section 2, is amended as follows:

Section 2. The annual meeting of the stockholders of the corporation for election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date and time and, at such place, in or outside the Commonwealth of Pennsylvania, as may be determined by the Board of Directors.

Article II, Section 3, Sentence One is amended as follows:

Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called at any time by the Chairman of the Board, the Chief Executive Officer or in his absence the President, or a majority of the board of directors, or (he holders of not less than one-fifth of all the shares issued and outstanding and entitled to vote at the particular meeting, upon written request delivered to the Secretary of the Corporation.

The remainder of this section remains unchanged.

Article III, Section 7, is amended as follows:

Section 7. Special meetings of the board may be called by the Chairman of the Board, or the Chief Executive Officer, or in his absence the President on one day notice to each director, either personally or by mail or by telegram; special meetings shall be called by the Chairman of the Board, the Chief Executive Officer or the President or the Secretary in like manner and on like notice on the written request of two directors.

Article V, Section 1, is amended as follows:

Section 1 - The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, Executive Vice President, Chief Financial Officer, Senior Vice President and Secretary. Any two or more offices may be held by the same person. The board of directors may appoint such other officers as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Article V, Section 2, is amended as follows:

Section 2. The board of director, immediately, or as soon as practicable after annual meeting of shareholders, shall elect officers

EXHIBIT “A”
TO
FINANCIAL EXCHANGE COMPANY OF PENNSYLVANIA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 of 3)

Article V, Sections 6 and 7, are amended as follows:

By replacing the term “President” with the term “Chief Executive Officer”. The remainder of these sections remains unchanged.

Article V, is further amended by adding

THE PRESIDENT

Section 7 (a). President. The President, if any, in the absence of the Chief Executive Officer, or in the event of his death, inability or refusal to act; the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as may be delegated to him by the Board of Directors or Chief Executive officer.

Article V, Section 11, is amended as follows:

THE CHIEF FINANCIAL OFFICER

Section 11. The Chief Financial Officer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipt and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

Article V, Section 14, is amended as follows”

Section 14. THIS SECTION IS LEFT INTENTIONALLY BLANK.

Article V, Section 15 is amended as follows:

Section 15. THIS SECTION IS LEFT INTENTIONALLY BLANK.

EXHIBIT “A”
TO
FINANCIAL EXCHANGE COMPANY OF PENNSYLVANIA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 3 of 3)

Article V, is further amended as follows by adding:

Section 16. The compensation, if any, of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board of Directors, provided, however; the board of directors may delegate to the Chief Executive Officer the power to fix the compensation of the officers or agents appointed by him. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation, but any such officer who shall also be a director (except in the event that there is only one director of the Corporation) shall not have any vote in the determination of compensation paid to him

Article VI, Section 2 is amended as follows:

Section 2. Every share certificate shall be signed by the Chairman of the Board, the Chief Executive Officer the. President or Vice-President and the Secretary or Assistant Secretary or the Chief Financial Officer and shall be sealed with the corporate seat which may be a facsimile, engraved or printed.

EX-3.22(A)

Exhibit 3.22(a)

STATE OF DELAWARE

BENCHMARK OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/11/1990

710162014 — 2232965

CERTIFICATE OF INCORPORATION

OF

FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC.

     The undersigned, for the purpose of organizing a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware, does make and file this Certificate of Incorporation and does hereby certify as follows:

     FIRST: Name. The name of the corporation is FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC. (hereinafter referred to as the “Corporation”).

     SECOND: Registered Office. The registered office of the Corporation is to be located in the City of Wilmington, County of New Castle, in the State of Delaware. The name of its registered agent is the Corporation Service Company, whose address is 1013 Centre Road, Wilmington, Delaware 19805.

     THIRD: Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

     FOURTH: Capital Stock. The total number of shares which the Corporation shall have authority to issue shall be One Thousand (1,000) shares of the par value of One Cent ($.01) each, all of which shall be Common Stock.

     FIFTH: Incorporator. The name and mailing address of the incorporator is:

Name	Mailing Address
Colleen A. Keating	c/o Spengler Carlson Gubar
	Brodsky & Frischling
	520 Madison Avenue
	New York, NY 10022

     SIXTH: Board of Directors and By-Laws. All corporate powers shall be exercised by the Board of Directors, except as otherwise provided by statute or by this Certificate of Incorporation, or any amendment thereof, or by the By-Laws. Directors need not be elected by written ballot. The By-Laws may be adopted, amended or repealed by the Board of Directors of the Corporation, except as otherwise provided by law, but any by-law made by the Board of Directors is subject to amendment or repeal by the stockholders of the Corporation.

     SEVENTH: Limited Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of

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fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

     Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

     EIGHTH: Indemnification. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or complete action, suit or proceeding, whether civil, criminal, administrative or investigative, or by or in the right of the Corporation to procure judgment in its favor, by reason of the fact that he is or was a director, officer, employee or agent of the

-3-

Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, in accordance with and to the full extent permitted by statute. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section. The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under these Articles or any agreement or vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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     IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinbefore named, hereby declare and certify that the facts herein stated are true, and accordingly have hereunto set my hand this 11th day of June, 1990.

/s/ Colleen A. Keating  

Colleen A. Keating, 

Incorporator 

4888c

-5-

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED
OFFICE AND REGISTERED AGENT OF
FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC.

     The Board of Directors of FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC., a Delaware corporation (the “Corporation”). on this 28th day of January, 1992, do hereby resolve and order that the location of the registered office of the Corporation within the State of Delaware, and the same hereby is Three Christina Centre, 201 N. Walnut Street, Wilmington, DE, 19801, County of New Castle.

     The name of the registered agent therein and in charge thereof upon whom process against this corporation may be served is The Company Corporation.

     The Company Corporation, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting as herein stated.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its President and its Secretary, and its corporate seal to be hereto affixed, this 28th day of January, 1992.

FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC.
By:	/s/ Edward K. Larkin
	Edward K. Larkin, President

ATTEST:
 

/s/ Gregory Katz, Secretary  

Gregory Katz, Secretary 

6732c/4

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 02/05/1992

920375179 — 2232965

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 11:30 AM 08/23/1995

950191366 — 2232965

CERTIFICATE OF CHANGE

OF

REGISTERED AGENT

AND

REGISTERED OFFICE

OF

FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC.

—ooo0ooo—

          FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the state of Delaware (the “corporation”), DOES HEREBY CERTIFY:

          The present, registered agent of the Corporation is The Company corporation and the present registered office of the Corporation is in the County of New castle.

          The Board of Directors of FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC. adopted the following resolution on the 22nd day of August, 1995:

     RESOLVED, that the registered office of FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC. in the State of Delaware be and it hereby is changed to corporation Trust Center, 1209 Orange Street, in the city of Wilmington, County of New Castle, and the authorization of the present registered agent of the corporation be and the same hereby is withdrawn, and The Corporation Trust Company, shall be and hereby is constituted and appointed the registered agent of the corporation at the address of its registered office.

          IN WITNESS WHEREOF, FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC. has caused this statement to be signed by Donald Gayhardt, its Secretary, this 22nd day of August, 1995.

FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC.
By:	/s/ Donald Gayhardt
	Donald Gayhardt, Secretary

(DEL. – 264 – 6/15/94)

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED
OFFICE AND OF REGISTERED AGENT

It is hereby certified that:

          1. The name of the corporation (hereinafter called the “Corporation”) is Financial Exchange Company of Pittsburgh,, Inc.

          2. The registered office of the Corporation within the State of Delaware is hereby changed to 160 Greentree Drive, Suite 101, City of Dover 19904, County of Kent.

          3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed

          4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on January 20, 2009.

/s/ Roy Hibberd  

Roy Hibberd, Secretary 

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:50 PM 01/22/2009

FILED 06:47 PM 01/22/2009
SRV 090060964 — 2232965 FILE

EX-3.22(B)

Exhibit 3.22(b)

BY-LAWS

OF

FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC.
(a Delaware corporation)

ARTICLE I

Meetings of Stockholders

     SECTION 1. Annual Meeting. The annual meeting of the stockholders of Financial Exchange Company of Pittsburgh, Inc. (hereinafter, the “Corporation”) for the election of directors and for the transaction of such other proper business shall be held on such date and at such time as may be fixed by the Board of Directors or if no date and time are so fixed on the second Tuesday in March of each year, if not a legal holiday, and if a legal holiday, then on the next succeeding day not a legal holiday, at the office of the Corporation or at such other place, and at such hour as shall be designated by the Board of Directors, or, if no such time be fixed, then at 10:00 in the forenoon.

     SECTION 2. Special Meetings. Special meetings of the stockholders, unless otherwise prescribed by statute, may be called at any time by the Board of Directors or by the holder or holders of more than a majority of the outstanding shares of Common Stock entitled to vote at such meeting.

     SECTION 3. Notice of Meetings. Written notice of each meeting of the stockholders, which shall state the place, date and hour of the meeting and the purpose or purposes for which it is called, shall be given not less than ten nor more

than sixty days before the date of such meeting to each stockholder entitled to vote at such meeting, and, if mailed, it shall be deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation. Any such notice for any meeting other than the annual meeting shall indicate that it is being issued at the direction of the Board. Whenever notice is required to be given, a written waiver thereof signed by the person entitled thereto, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. When a meeting is adjourned to another time or place, notice need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     SECTION 4. Quorum. At any meeting of the stockholders the holders of the majority of the shares, issued and outstanding and entitled to vote, shall be present in person or represented by proxy in order to constitute a quorum

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for the transaction of any business. In the absence of a quorum, the holders of a majority of the shares present in person or represented by proxy and entitled to vote may adjourn the meeting from time to time. At any such adjourned meeting at which a quorum may be present, the Corporation may transact any business which might have been transacted at the original meeting.

     SECTION 5. Organization. At each meeting of the stockholders, the Chairman of the Board, or in his absence or inability to act, the President or, in his absence or inability to act, a Vice President or, in his absence of inability to act, any person chosen by the majority of those stockholders present in person or represented by proxy shall act as chairman of the meeting. The Secretary or, in his absence or inability to act, any person appointed by the chairman of the meeting shall act as secretary of the meeting and keep the minutes thereof.

     SECTION 6. Order of Business. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

     SECTION 7. Voting. Unless otherwise provided in the Certificate of Incorporation, and subject to statute, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder:

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     (a) on the date fixed pursuant to the provisions of Section 5 of Article V of these By-Laws as the record date for the determination of the stockholders to be entitled to notice of or to vote at such meeting; or

     (b) if no record date is fixed, then at the close of business on the day next preceding the day on which notice is given.

Each stockholder entitled to vote at any meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy. Any such proxy shall be delivered to the secretary of such meeting at or prior to the time designated in the order of business for so delivering such proxies. Except as otherwise required by statute or by the Certificate of Incorporation, a majority of the votes cast at a meeting of the stockholders shall be necessary to authorize any corporate action to be taken by vote of the stockholders. Unless required by statute, or determined by the chairman of the meeting to be advisable, the vote on any question other than the election of directors need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy if there be such proxy, and shall state the number of shares voted.

     SECTION 8. List of Stockholders. A list of the stockholders entitled to vote at any meeting shall be produced

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and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

     SECTION 9. Inspectors. The Board may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If the inspectors shall not be so appointed or if any of them shall fail to appear or act, the chairman of the meeting shall appoint inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and shall execute a certificate of any fact found by them. No director or

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candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders.

ARTICLE II

Board of Directors

     SECTION 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. The Board may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

     SECTION 2. Number, Qualifications, Election and Term of Office. The Board of Directors shall consist of at least one, but no more than six Directors, as determined by a majority vote of the entire Board of Directors, which number may be increased and decreased as provided in Section 2 of this Article. Each director shall hold office until the annual meeting of stockholders of the Corporation next succeeding his election or until his successor is duly elected and qualified. Directors need not be stockholders.

     The Board of Directors, by the vote of a majority of the entire Board, may increase the number of Directors to a number not exceeding six, and may elect Directors to fill the

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vacancies created by any such increase in the number of Directors until the next annual meeting or until their successors are duly elected and qualify. The Board of Directors, by the vote of a majority of the entire Board, may decrease the number of Directors to a number not less than one, but any such decrease shall not affect the term of office of any Director. Vacancies occurring by reason of any such increase or decrease shall be filled in accordance with Section 13 of this Article II.

     SECTION 3. Place of Meeting. The Board of Directors shall hold its meetings at such place, within or without the State of Delaware, as it may from time to time determine or as shall be specified in the notice of any such meeting.

     SECTION 4. Annual Meeting. The Board shall meet for the purpose of organization, the election of officers and the transaction of other business as soon as practicable after each annual meeting of the stockholders, on the same day and at the same place where such annual meeting shall be held. Notice of such meeting need not be given. Such meeting may be held at any other time or place, within or without the State of Delaware, which shall be specified in a notice thereof given as hereinafter provided in Section 7 of this Article II.

     SECTION 5. Regular Meetings. Regular meetings of the Board shall be held at such time as the Board may fix. If any day fixed for a regular meeting shall be a legal holiday at the

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place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Notice of regular meetings of the Board need not be given except as otherwise required by statute or these By-Laws.

     SECTION 6. Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the President or by a majority of the entire Board.

     SECTION 7. Notice of Meetings. Notice of each special meeting of the Board (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 7, in which notice shall be stated the time and place of the meeting. Except as otherwise required by these By-laws, such notice need not state the purposes of such meeting. Notice of each such meeting shall be mailed, postage prepaid, to each director, addressed to him at his residence or usual place of business, by first-class mail, at least two (2) days before the day on which such meeting is to be held, or shall be sent addressed to him at such place by telegraph, telex, cable or wireless, or be delivered to him personally, by facsimile or by telephone, at least 24 hours before the time at which such meeting is to be held. A written waiver of notice, signed by the director entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Notice of any

-8-

such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him.

     SECTION 8. Quorum and Manner of Acting. Except as hereinafter provided, a majority of the entire Board shall be present in person or by means of a conference telephone or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting; and, except as otherwise required by statute or the Certificate of Incorporation, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. In the absence of a quorum at any meeting of the Board, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless such time and place were announced at the meeting at which the adjournment was taken, to the other directors. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The directors shall act only as a Board and the individual directors shall have no power as such.

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     SECTION 9. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of the Board.

     SECTION 10. Telephonic Participation. Members of the Board of Directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in such a meeting shall constitute presence in person at such meeting.

     SECTION 11. Organization. At each meeting of the Board, the Chairman of the Board or, in his absence or inability to act, the President or, in his absence or inability to act, another director chosen by a majority of the directors present shall act as chairman of the meeting and preside thereat. The Secretary or, in his absence or inability to act, any person appointed by the chairman shall act as secretary of the meeting and keep the minutes thereof.

     SECTION 12. Resignations. Any director may resign at any time upon written notice to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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     SECTION 13. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. If there are no directors in office, then a special meeting of stockholders for the election of directors may be called and held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office, in the manner provided by statute. When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office until the next election of directors and until their successors shall be elected and qualified.

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     SECTION 14. Removal of Directors. Except as otherwise provided in the Certificate of Incorporation or in these By-laws, any director may be removed, either with or without cause, at any time, by the affirmative vote of the holders of record or a majority of the issued and outstanding stock entitled to vote for the election of directors of the Corporation given at a special meeting of the stockholders called and held for the purpose; and the vacancy in the Board caused by such removal may be filled by such stockholders at such meeting, or, if the stockholders shall fail to fill such vacancy, as in these By-Laws provided.

     SECTION 15. Compensation. The Board of Directors shall have authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

ARTICLE III

Executive and Other Committees

     SECTION 1. Executive and Other Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the

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extent provided in the resolution shall have and may exercise the powers of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such minutes to the Board when required. All such proceedings shall be subject to revision or alteration by the Board; provided, however, that third parties shall not be prejudiced by such revision or alteration.

     SECTION 2. General. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meeting shall be given to each member of the committee in the manner provided for in Article II, Section 7. The Board shall have any power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of persons who are not directors of the Corporation;

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provided, however, that no such committee shall have or may exercise any authority of the Board.

     SECTION 3. Action Without a Meeting. Any action required or permitted to be taken by any committee at a meeting may be taken without a meeting if all of the members of the committee consent in writing to the adoption of the resolutions authorizing such action. The resolutions and written consents thereto shall be filed with the minutes of the committee.

     SECTION 4. Telephone Participation. One or more members of a committee may participate in a meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

ARTICLE IV

Officers

     SECTION 1. Number and Qualifications. The officers of the Corporation shall include the Chairman of the Board, the President, one or more Vice Presidents (including Executive Vice Presidents and Senior Vice Presidents), the Treasurer and the Secretary. Any number of offices may be held by the same person. Such officers shall be elected from time to time by the Board. Each officer shall hold his office until his

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successor is elected and qualified or until his earlier resignation or removal. The Board may from time to time elect, or delegate to the Chairman of the Board or the President the power to appoint, such other officers (including one or more Assistant Treasurers and one or more Assistant Secretaries) and such agents as may be necessary or desirable for the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as may be prescribed by the Board or by the appointing authority.

     SECTION 2. Resignations. Any officer may resign at any time upon written notice to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3. Removal. Any officer or agent of the corporation may be removed, either with or without cause, at any time, by the Board at any meeting of the Board or, except in the case of an officer or agent elected or appointed by the Board, by the Chairman of the Board or the President.

     SECTION 4. Vacancies. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be filled for the unexpired portion of the term of the office which shall be vacant, in the manner

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prescribed in these By-laws for the regular election or appointment to such office.

     SECTION 5. The Chairman of the Board. The Chairman of the Board shall have the general and active supervision and direction over the other officers, agents and employees and shall see that their duties are properly performed and shall be the chief executive officer. He shall, if present, preside at each meeting of the stockholders and of the Board and shall be an ex officio member of all committees of the Board. He shall perform all duties incident to the office of Chairman of the Board and such other duties as may from time to time be assigned to him by the Board.

     SECTION 6. The President. The President shall be the chief operating officer of the Corporation and shall have general and active supervision and direction over the business operations and affairs of the Corporation and over its several officers, agents and employees, subject, however, to the direction of the Chairman of the Board and the control of the Board of Directors. At the request of the Chairman of the Board, or in the case of his absence or inability to act, the President shall perform the duties of the Chairman of the Board and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chairman of the Board. In general, the President shall have such other powers and shall perform such other duties as usually pertain to the office of

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President or as from time to time may be assigned to him by the Board, the Chairman of the Board or these By-Laws.

     SECTION 7. Vice Presidents. Each Vice President shall have such powers and perform such duties as from time to time may be assigned to him by the Board.

     SECTION 8. The Treasurer. The Treasurer shall

     (a) have charge and custody of, and be responsible for, all the funds and securities of the Corporation;

     (b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation;

     (c) cause all monies and other valuables to be deposited to the credit of the Corporation in such depositories as may be designated by the Board;

     (d) receive, and give receipts for, monies due and payable to the Corporation from any source whatsoever;

     (e) disburse the funds of the Corporation and supervise the investment of its funds as ordered or authorized by the Board, taking proper vouchers therefor; and

     (f) in general, have all the powers and perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board, the Chairman of the Board or the President.

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     SECTION 9. The Secretary. The Secretary shall

     (a) record the proceedings of the meetings of the stockholders and directors in a minute book to be kept for that purpose;

     (b) see that all notices are duly given in accordance with the provisions of these By-laws and as required by law;

     (c) be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal;

     (d) see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and

     (e) in general, have all the powers and perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board, the Chairman of the Board or the President.

     SECTION 10. Officers’ Bonds or Other Security. The Board may secure the fidelity of any or all of its officers or

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agents by bond or otherwise, in such amount and with such surety or sureties as the Board may require.

     SECTION 11. Compensation. The compensation of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board; provided, however, that the Board may delegate to the Chairman of the Board or the President the power to fix the compensation of officers and agents appointed by the Chairman of the Board or the President, as the case may be. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation, but any such officer who shall also be a director (except in the event there is only one director of the Corporation) shall not have any vote in the determination of the amount of compensation paid to him.

ARTICLE V

Shares, etc.

     SECTION 1. Stock Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number of shares owned by him in the Corporation. Any of or all the signatures on the

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certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may nevertheless be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

     SECTION 2. Books of Account and Record of Stockholders. The books and records of the Corporation may be kept at such places, within or without the State of Delaware, as the Board of Directors may from time to time determine. The stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or agent designated by the Board of Directors.

     SECTION 3. Transfer of Shares. Transfers of shares of stock of the Corporation shall be made on the stock records of the Corporation only upon authorization by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or with a transfer agent or transfer clerk, and on surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of all taxes thereon. Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person in whose name any share or

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shares stand on the record of stockholders as the owner of such share or shares for all purposes, including, without limitation, the rights to receive dividends or other distributions, and to vote as such owner, and the Corporation may hold any such stockholder of record liable for calls and assessments and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in any such shares or shares on the part of any other person whether or not it shall have express or other notice thereof. Whenever any transfers of shares shall be made for collateral security and not absolutely, and both the transferor and transferee request the Corporation to do so, such fact shall be stated in the entry of the transfer.

     SECTION 4. Regulations. The Board may make such additional rules and regulations, not inconsistent with these By-laws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more registrars and may require all certificates for shares of stock to bear the signature or signatures of any of them.

     SECTION 5. Fixing of Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment

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thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.

     SECTION 6. Lost, Stolen or Destroyed Stock Certificates. The holder of any certificate representing shares of stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of such certificate, and the Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board may, in its discretion, require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient, as the Board in its absolute discretion shall determine, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. Anything herein to the contrary notwithstanding, the Board, in its absolute discretion, may refuse to issue any such new certificate,

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except pursuant to judicial proceedings under the laws of the State of Delaware.

ARTICLE VI

Contracts, Checks, Drafts, Bank Accounts, Etc.

     SECTION 1. Execution of Contracts. Except as otherwise required by statute, the Certificate of Incorporation or these By- Laws, any contract or other instrument may be executed and delivered in the name and on behalf of the Corporation by such officer or officers (including any assistant officer) of the Corporation as the Board may from time to time direct. Such authority may be general or confined to specific instances as the Board may determine. Unless authorized by the Board or expressly permitted by these By-Laws, no officer or agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it pecuniarily liable for any purpose or to any amount.

     SECTION 2. Loans. Unless the Board shall otherwise determine, the President or any Vice-President may effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation,

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but no officer or officers shall mortgage, pledge, hypothecate or transfer any securities or other property of the Corporation other than in connection with the purchase of chattels for use in the Corporation’s operations, except when authorized by the Board.

     SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of exchange or other orders for the payment of money out of the funds of the Corporation, and all notes or other evidence of indebtedness of the Corporation, shall be signed in the name and on behalf of the Corporation by such persons and in such manner as shall from time to time be authorized by the Board.

     SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board may from time time designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order of the Corporation may be endorsed, assigned and delivered by any officer or agent of the Corporation.

     SECTION 5. General and Special Bank Accounts. The Board may from time to time authorize the opening and keeping

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of general and special bank accounts with such banks, trust companies or other depositaries as the Board may designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-Laws, as it may deem expedient.

ARTICLE VII

Offices

     SECTION 1. Registered Office. The registered office and registered agent of the Corporation will be as specified in the Certificate of Incorporation of the Corporation.

     SECTION 2. Other Offices. The Corporation may also have such offices, both within or without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE VIII

Fiscal Year

     The fiscal year of the Corporation shall be so determined by the Board of Directors.

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ARTICLE IX

Seal

     The seal of the Corporation shall be circular in form, shall bear the name of the Corporation and shall include the words and numbers “Corporate Seal”, “Delaware” and the year of incorporation.

ARTICLE X

Indemnification

     SECTION 1. General. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, or by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best

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interests of the Corporation, in accordance with and to the full extent permitted by statute and by the Certificate of Incorporation of the Corporation. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section. The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under these By-Laws or any agreement or vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

     SECTION 2. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership,

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joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of statute or of this section.

ARTICLE XI

Amendment

     The By-Laws may be amended, repealed or altered by vote of the holders of a majority of the shares of stock at the time entitled to vote in the election of directors, except as otherwise provided in the Certificate of Incorporation. The By-Laws may also be amended, repealed or altered by the Board of Directors, but any By-Law adopted by the Board of Directors may be amended, repealed or altered by the stockholders entitled to vote thereon as herein provided.

2171E/1

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EXHIBIT “A”
TO
FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 of 3)

Article I, Section 1, is amended as follows:

SECTION 1. Annual Meeting. The annual meeting of the stockholders of the corporation for election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date and time and at such place, in or outside the State of Delaware, as may be determined by the Board of Directors.

Article I, Section 5, First Sentence is amended as follows:

SECTION 5. Organization. At each meeting of the stockholders, the Chairman of the Board, or in his absence or inability to act, the Chief Executive Officer or, in his absence or inability to act, the President, if any, or, in his absence or inability to act, a Vice-President or, in his absence or inability to act, any person chosen by the majority of those stockholders present in person or represented by proxy shall act as chairman of the meeting.

The remainder of this section remains unchanged.

Article II, Section 6, is amended as follows:

SECTION 6. Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, or in his absence, the President, if any, or by a majority of the entire Board.

Article II, Section 11, is amended as follows:

SECTION 11. Organization. At each meeting of the Board, the Chairman of the Board, or in his absence or inability to act, the Chief Executive Officer or, in his absence or inability to act, the President, if any, or, in his absence or inability to act, a Vice-President or, in his absence or inability to act, any person chosen by the majority of those stockholders present in person or represented by proxy shall act as chairman of the meeting.

The remainder of this section remains unchanged.

EXHIBIT “A”
TO
FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 of 3)

Article IV, Section 1, is amended as follows:

SECTION 1. Officers — The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, Executive Vice President, Chief Financial Officer, Senior Vice President and Secretary. Any two or more offices may be held by the same person. The board of directors may appoint such other officers as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Article IV, Section 6 is amended as follows:

By replacing the term “President” with the term “Chief Executive Officer”. The remainder of this section remains unchanged.

Article IV, is amended by adding:

SECTION 6(a). President. The President, if any, in the absence of the Chief Executive Officer, or in the event of his death, inability or refusal to act: the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as may be delegated to him by the Board of Directors or Chief Executive Officer.

Article IV, Section 8, is amended as follows:

By replacing the term “Treasurer” with the term “Chief Financial Officer”. The remainder of this section remains unchanged.

Article V, Section 1, First Sentence is amended as follows:

SECTION 1. Stock Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board or the Chief Executive Officer or the President or a Vice-President and by the Chief Financial Officer, or the Secretary or an Assistant Secretary, certifying the number of shares owned in the Corporation.

The remainder of this section remains unchanged.

EXHIBIT “A”
TO
FINANCIAL EXCHANGE COMPANY OF PITTSBURGH, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 3 of 3)

Article VI, Section 2, Lines 1 and 2, are amended as follows:

Unless the Board shall otherwise determine, the Chief Executive Officer or President, if any, or any Vice-President may effect loans ...

The remainder of this section remains unchanged.

EX-3.23(A)

Exhibit 3.23(a)

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/17/1991

761351502 — 2282128

CERTIFICATE OF INCORPORATION

OF

FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC.

     The undersigned, for the purpose of organizing a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware, does make and file this Certificate of Incorporation and does hereby certify as follows:

     FIRST: Name. The name of the corporation is FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC. (hereinafter referred to as the “Corporation”).

     SECOND: Registered Office. The registered office of the Corporation is to be located in the City of Wilmington, County of New Castle, in the State of Delaware. The name of its registered agent is the The Company Corporation, whose address is 725 Market Street, Wilmington, Delaware 19801.

     THIRD: Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

     FOURTH: Capital Stock. The total number of shares which the Corporation shall have authority to issue shall be

One Thousand (1,000) shares of the par value of One Cent ($.01) each, all of which shall be Common Stock.

     FIFTH: Incorporator. The name and mailing address of the incorporator is:

Name	Mailing Address
Colleen A. Keating	c/o Spengler Carlson Gubar Brodsky & Frischling 520 Madison Avenue New York, NY 10022

     SIXTH: Compromise. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class

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of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

     SEVENTH: Board of Directors and By-Laws. All corporate powers shall be exercised by the Board of Directors, except as otherwise provided by statute or by this Certificate of Incorporation, or any amendment thereof, or by the By-Laws. Directors need not be elected by written ballot. The By-Laws may be adopted, amended or repealed by the Board of Directors of the Corporation, except as otherwise provided by law, but any by-law made by the Board of Directors is subject to amendment or repeal by the stockholders of the Corporation.

     EIGHTH: Limited Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith

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or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

     Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

     NINTH: Indemnification. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or complete action, suit or proceeding, whether civil, criminal, administrative or investigative, or by or in the right of the Corporation to procure judgment in its favor, by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees),

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judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, in accordance with and to the full extent permitted by statute. Expenses (including attorneys’ fees) incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section. The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under these Articles or any agreement or vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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     IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinbefore named, hereby declare and certify that the facts herein stated are true, and accordingly have hereunto set my hand this 17th day of December, 1991.

/s/ Colleen A. Keating  

Colleen A. Keating, Incorporator 

7448c

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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:30 AM 08/23/1995
950191369 — 2282128

CERTIFICATE OF CHANGE

OF

REGISTERED AGENT

AND

REGISTERED OFFICE

OF

FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC.

—ooo0ooo—

          FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

          The present registered agent of the Corporation is The Company Corporation and the present registered office of the Corporation is in the County of New Castle.

          The Board of Directors of FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC. adopted the following resolution on the 22^nd day of August, 1995:

     RESOLVED, that the registered office of FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC. in the State of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of the Corporation be and the same hereby is withdrawn, and The Corporation Trust Company, shall be and hereby is constituted and appointed the registered agent of the Corporation at the address of its registered office.

          IN WITNESS WHEREOF, FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC. has caused this statement to be signed by Donald Gayhardt, its Secretary, this 22^nd day of August, 1995.

FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC.
 

/s/ Donald Gayhardt  

By: Donald Gayhardt, Secretary 

(DEL. — 264 — 6/15/94)

State of Delaware
Secretary of State
Division of Corporations
Delivered 06:53 PM 01/22/2009
FILED 06:50 PM 01/22/2009
SRV 090060977 — 2282128 FILE

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT

It is hereby certified that:

          1. The name of the corporation (hereinafter called the “Corporation”) is Financial Exchange Company of Virginia, Inc.

          2. The registered office of the Corporation within the State of Delaware is hereby changed to 160 Greentree Drive, Suite 101, City of Dover 19904, County of Kent.

          3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

          4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on January 20, 2009.

/s/ Roy Hibberd  

Roy Hibberd, Secretary 

EX-3.23(B)

Exhibit 3.23(b)

BY-LAWS OF

FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC.

(a Delaware corporation)

ARTICLE I

Meetings of Stockholders

     SECTION 1. Annual Meeting .The annual meeting of the stockholders of FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC. (hereinafter referred to as the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such time as may be fixed by the Board of Directors (hereinafter referred to as the “Board”) or if no date and time are so fixed, on the second Tuesday in March of each year, if not a legal holiday, and if a holiday, then on the next succeeding day not a legal holiday, at the office of the Corporation or at such other place and at such hour as shall be designated by the Board, or, if no such time be fixed, then at 10:00 o’clock in the forenoon.

     SECTION 2. Special Meetings . Special meetings of the stockholders, unless otherwise prescribed by statute, may be called at any time by the Board or by the holder or holders on the date of the call of not less than a majority of the issued and outstanding shares of Common Stock entitled to vote at such special meeting.

     SECTION 3. Notice of Meetings. Notice of the place, date and hour of each annual and special meeting of the stockholders and the purpose or purposes thereof shall be given personally or by mail in a postage prepaid envelope, not less than ten or more than sixty days before the date of such meeting, to each stockholder entitled to vote at such meeting, and, if mailed, it shall be directed to such stockholder at his address as it appears on the record of stockholders, unless he shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other address. Any such notice for any meeting other than the annual meeting shall indicate that it is being issued at the direction of the Board. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy and shall not, prior to the conclusion of such meeting, protest the lack of notice thereof, or who shall, either before or after the meeting, submit a signed waiver of notice, in person or by proxy. Unless the Board shall fix a new record date for an adjourned meeting, notice of such adjourned meeting need not be given if the time and place to which the meeting shall be adjourned were announced at the meeting at which the adjournment is taken.

     SECTION 4. Quorum. At all meetings of the stockholders the holders of the majority of the shares of Common Stock of the Corporation, issued and outstanding and entitled to

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vote, shall be present in person or by proxy to constitute a quorum for the transaction of business. In the absence of a quorum, the holders of a majority of the shares of Common Stock present in person or by proxy and entitled to vote may adjourn the meeting from time to time. At any such adjourned meeting at which a quorum may be present any business may be transacted which might have been transacted at the meeting as originally called.

     SECTION 5. Organization. At each meeting of the stockholders, the President or in his absence any Vice President of the Corporation, shall act as chairman of the meeting or, if no one of the foregoing officers is present, a chairman shall be chosen at the meeting by the stockholders. The Secretary, or in his absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof.

     SECTION 6. Order of Business. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

     SECTION 7. Voting. Except as otherwise provided by statute or the Certificate of Incorporation, each holder of record of shares of stock of the Corporation having voting power shall be entitled at each meeting of the stockholders to one vote for every share of such stock standing in his name on the record of stockholders of the Corporation:

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     (a) on the date fixed pursuant to the provisions of Section 5 of Article IV of these By-Laws as the record date for the determination of the stockholders who shall be entitled to notice of and to vote at such meeting; or

     (b) if such record date shall not have been so fixed, then at the close of business on the the day next preceding the day on which notice thereof shall be given.

Each stockholder entitled to vote at any meeting of stock-holders may authorize another person or persons to act for him by a proxy signed by such stockholder or his attorney-in-fact. Any such proxy shall be delivered to the secretary of such meeting at or prior to the time designated in the order of business for so delivering such proxies. Except as otherwise required by statute or by the Certificate of Incorporation, any corporate action to be taken by vote of the stockholders shall require the vote of a majority of the votes cast at a meeting of the holders of the Common Stock of the Corporation entitled to vote thereon. Unless required by statute, or determined by the chairman of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted.

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     SECTION 8. List of Stockholders. A list of stockholders as of the record date, certified by the Secretary of the Corporation or by the transfer agent for the Corporation, shall be produced at any meeting of the Stockholders upon the request of any stockholder made at or prior to such meeting.

     SECTION 9. Inspectors. The Board may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If the inspectors shall not be so appointed or if any of them shall fail to appear or act, the chairman of the meeting shall appoint inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, request or matter deter-

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mined-by-them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders.

     SECTION 10. Consent of Stockholders in Lieu of Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders, if any, who have not consented in writing.

ARTICLE II

Board of Directors

     SECTION 1. General Powers. The business and affairs of the Corporation shall be managed under the direction of the Board. The Board may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

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     SECTION 2. Number, Increase or Decrease Thereto and Term of Office. The Board of Directors shall consist of at least two (2), but no more than five (5) Directors, as determined by a majority vote of the entire Board of Directors, which number may be increased and decreased as provided in Section 2 of this Article. Each director shall hold office until the annual meeting of stockholders of the Corporation next succeeding his election or until his successor is duly elected and qualified. Directors need not be stockholders.

     The Board of Directors, by the vote of a majority of the entire Board, may increase the number of Directors to a number not exceeding five (5), and may elect Directors to fill the vacancies created by any such increase in the number of Directors until the next annual meeting or until their successors are duly elected and qualify. The Board of Directors, by the vote of a majority of the entire Board, may decrease the number of Directors to a number not less than two (2), but any such decrease shall not affect the term of office of any Director. Vacancies occurring by reason of any such increase or decrease shall be filled in accordance with Section 13 of this Article II.

     SECTION 3. Place of Meeting. Meetings of the Board shall be held at the principal office of the Corporation in the State of Delaware or at such other place, within or without such state, as the Board may from time to time determine or as shall be specified in the notice of any such meeting.

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     SECTION 4. Annual Meeting. The Board shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of the stockholders, on the same day and at the same place where such annual meeting shall be held. Notice of such meeting need not be given. Such meeting may be held at any other time or place (within or without the State of Delaware) which shall be specified in a notice thereof given as hereinafter provided in Section 7 of this Article II.

     SECTION 5. Regular Meeting. Regular meetings of the Board shall be held at such time as the Board may fix. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Notice of regular meetings of the Board need not be given except as otherwise required by statute or these By-Laws.

     SECTION 6. Special Meetings. Special meetings of the Board may be called by the President or by a majority of the entire Board.

     SECTION 7. Notice of Meetings. Notice of each special meeting of the Board (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 7, in which notice shall be stated the time and place of the meeting. Except as

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otherwise required by these By-Laws, such notice need not state the purposes of such meeting. Notice of each such meeting shall be mailed, postage prepaid, to each director, addressed to him at his residence or usual place of business, by first-class mail, at least two days before the day on which such meeting is to be held, or shall be sent addressed to him at such place by facsimile telegraph, telex, cable or wireless, or be delivered to him personally or by telephone, at least 24 hours before the time at which such meeting is to be held. A written waiver of notice, signed by the director entitled to notice, whether before or after the time stated therein shall be deemed equivalent to notice. Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him.

     SECTION 8. Quorum and Manner of Acting. Except as hereinafter provided, a majority of the entire Board shall be present in person or by means of a conference telephone or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting; and, except as otherwise required by statute or the Certificate of Incorporation, the act of a majority of the directors present

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at any meeting at which a quorum is present shall be the act of the Board. In the absence of a quorum at any meeting of the Board, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless such time and place were announced at the meeting at which the adjournment was taken, to the other directors. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The directors shall act only as a Board and the individual directors shall have no power as such.

     SECTION 9. Action Without a Meeting. Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if all members of the Board consent in writing to the adoption of the resolutions authorizing such action. The resolutions and written consents thereto shall be filed with the minutes of the Board.

     SECTION 10. Telephonic Participation. One or more members of the Board may participate in a meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

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     SECTION 11. Organization. At each meeting of the Board, the President or, in his absence, another director chosen by a majority of the directors present shall act as chairman of the meeting and preside thereat. The Secretary (or, in his absence, any person who shall be an Assistant Secretary, if any of them shall be present at such meeting appointed by the chairman) shall act as secretary of the meeting and keep the minutes thereof.

     SECTION 12. Resignations. Any director of the Corporation may resign at any time by giving written notice of his resignation to the Board or the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 13. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. If there are no directors in office, then a special meeting of stockholders for the election of directors may be called and held in the manner provided by statute. If, at the time of filling any vacancy or any newly

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created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office, in the manner provided by statute. When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office until the next election of directors and until their successors shall be elected and qualified.

     SECTION 14. Removal of Directors. Except as otherwise provided in the Certificate of Incorporation or in these By-Laws, any director may be removed, either with or without cause, at any time, by the affirmative vote of the holders of record of a majority of the issued and outstanding stock entitled to vote for the election of directors of the Corporation given at a special meeting of the stockholders called and held for the purpose; and the vacancy in the Board caused by

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such removal may be filled by such stockholders at such meeting, or, if the stockholders shall fail to fill such vacancy, as in these By-Laws provided.

     SECTION 15. Compensation. The Board shall have authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

ARTICLE III

Executive and other Committees

     SECTION 1. Executive and other Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution shall have and may exercise the powers of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the

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meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such minutes to the Board when required. All such proceedings shall be subject to revision or alteration by the Board; provided, however, that third parties shall not be prejudiced by such revision or alteration.

     SECTION 2. General. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meeting shall be given to each member of the committee in the manner provided for in Article II, Section 7. The Board shall have any power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of persons who are not directors of the Corporation; provided, however, that no such committee shall have or may exercise any authority of the Board.

     SECTION 3. Action Without a Meeting. Any action required or permitted to be taken by any committee at a meeting may be taken without a meeting if all of the members of the committee consent in writing to the adoption of the resolutions authorizing such action. The resolutions and written consents thereto shall be filed with the minutes of the committee.

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     SECTION 4. Telephone Participation. One or more members of a committee may participate in a meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

ARTICLE IV

Officers

     SECTION 1. Number of Qualifications. The officers of the Corporation shall include the President, one or more Vice Presidents, the Treasurer, and the Secretary. Any two or more offices may be held by the same person; except the offices of President and Secretary; provided that when all of the issued and outstanding stock of the Corporation is held by one person, such person may hold all or any combination of offices. Such officers shall be elected from time to time by the Board, each to hold office until the meeting of the Board following the next annual meeting of the stockholders, or until his successor shall have been duly elected and shall have qualified or until his death, or until he shall have resigned, or have been removed, as hereinafter provided in these By-Laws. The Board may from time to time elect, or delegate to the President the power to appoint, such other officers (including one or more Assistant Treasurers and one or more Assistant Secretaries) and such agents, as may be necessary or desirable for the business

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of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as may be prescribed by the Board or by the appointing authority.

     SECTION 2. Resignations. Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Board, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3. Removal. Any officer or agent of the Corporation may be removed, either with or without cause, at any time, by the Board at any meeting of the Board or, except in the case of an officer or agent elected or appointed by the Board, by the President.

     SECTION 4. Vacancies. A vacancy in any office, whether arising from death, resignation, removal or any other cause, may be filled for the unexpired portion of the term of the office which shall be vacant, in the manner prescribed in these By-Laws for the regular election or appointment to such office.

     SECTION 5. The President. The President shall be the chief executive officer of the Corporation and shall have general and active management of the business and affairs of

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the Corporation and general and active supervision and direction over the other officers, agents and employees and shall see that their duties are properly performed subject, however, to the control of the Board. He shall perform all duties incident to the office of President and such other duties as from time to time may be assigned to him by the Board of these By-Laws.

     SECTION 6. Vice Presidents. Each Vice President, including any Executive Vice President, shall perform all such duties as from time to time may be assigned to him by the Board.

     SECTION 7. The Treasurer. The Treasurer shall

     (a) have charge and custody of, and be responsible for, all the funds and securities of the Corporation;

     (b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation;

     (c) deposit all monies and other valuables to the credit of the Corporation in such depositaries as may be designated by the Board;

     (d) receive, and give receipts for, monies due and payable to the Corporation from any source whatsoever;

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     (e) disburse the funds of the Corporation and supervise the investment of its funds as ordered or authorized by the Board, taking proper vouchers therefor; and

     (f) in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board or the President.

     SECTION 8. The Secretary. The Secretary shall

     (a) keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Board, the committees of the Board and the stockholders;

     (b) see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law;

     (c) be the custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be

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executed on behalf of the Corporation under its seal;

     (d) see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and

     (e) in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board or the President.

     SECTION 9. Officers’ Bonds or Other Security. If required by the Board, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety or sureties as the Board may require.

     SECTION 10. Compensation. The compensation of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board; provided, however, that the Board may delegate to the President the power to fix the compensation of officers and agents appointed by him. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation, but any such officer who shall

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also be a director (except in the event that there is only one director of the Corporation) shall not have any vote in the determination of the amount of compensation paid to him.

ARTICLE V

Shares, Etc.

     SECTION 1. Stock Certificates. Each owner of stock of the Corporation shall be entitled to have a certificate, in such form as shall be approved by the Board, certifying the number of shares of stock of the Corporation owned by him. The certificates representing shares of stock shall be signed in the name of the Corporation by the President or a Vice President and by the Secretary, Treasurer or an Assistant Secretary and sealed with the seal of the Corporation (which seal may be a facsimile, engraved or printed). In case any officer who shall have signed such certificates shall have ceased to be such officer before such certificates shall be issued, they may nevertheless be issued by the Corporation with the same effect as if such officer were still in office at the date of their issue.

     SECTION 2. Books of Account and Record of Stockholders. There shall be kept correct and complete books and records of account of all the business and transactions of the Corporation. The stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or agent designated by the Board of Directors.

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     SECTION 3. Transfers of Shares. Transfers of shares of stock of the Corporation shall be made on the stock records of the Corporation only upon authorization by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or with a transfer agent or transfer clerk, and on surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of all taxes thereon. The person in whose name shares of stock shall stand on the record of stockholders of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Whenever any transfers of shares shall be made for collateral security and not absolutely and written notice thereof shall be given to the Secretary or to such transfer agent or transfer clerk, such fact shall be stated in the entry of the transfer.

     SECTION 4. Regulations. The Board may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more registrars and may require all certificates for shares of stock to bear the signature or signatures of any of them.

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     SECTION 5. Fixing of Record Date. The Board may fix, in advance, a date not more than sixty nor less than ten days before the date then fixed for the holding of any meeting of the stockholders or before the last day on which the consent or dissent of the stockholders may be effectively expressed for any purpose without a meeting, as the time as of which the stockholders entitled to notice of and to vote at such meeting or whose consent or dissent is required or may be expressed for any purpose, as the case may be, shall be determined, and all persons who were stockholders of record of voting stock at such time, and no others, shall be entitled to notice of and to vote at such meeting or to express their consent or dissent, as the case may be. The Board may fix, in advance, a date not more than sixty nor less than ten days preceding the date fixed for the payment of any dividend or the making of any distribution or the allotment of rights to subscribe for securities of the Corporation, or for the delivery of evidence of rights or evidences of interest arising out of any change, conversion or exchange of capital stock or other securities, as the record date for the determination of the stockholders entitled to receive any such dividend, distribution, allotment, rights or interests, and in such case only the stockholders of record at the time so fixed shall be entitled to receive such dividend, distribution, allotment, rights or interests.

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     SECTION 6. Lost, Destroyed or Mutilated Certificate. The holder of any certificate representing shares of stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of such certificate, and the Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it which the owner thereof shall allege to have been lost or destroyed or which shall have been mutilated, and the Board may, in its discretion, require such owner or his legal representative to give to the Corporation a bond in such sum, limited or unlimited, and in such form and with such surety or sureties as the Board in its absolute discretion shall determine, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate, or the issuance of such new certificate. Anything herein to the contrary notwithstanding, the Board, in its absolute discretion, may refuse to issue any such new certificate, except pursuant to legal proceedings under the laws of the State of Delaware.

ARTICLE VI

Contracts, Checks, Drafts, Bank Accounts, Etc.

     SECTION 1. Execution of Contracts. Except as otherwise required by statute, the Certificate of Incorporation or these By- Laws, any contract or other instrument may be executed and delivered in the name and on behalf of the Corporation by

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such officer or officers (including any assistant officer) of the Corporation as the Board may from time to time direct. Such authority may be general or confined to specific instances as the Board may determine. Unless authorized by the Board or expressly permitted by these By-Laws, no officer or agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it pecuniarily liable for any purpose or to any amount, except in the ordinary course of business and within the scope of his authority as set forth in these By-Laws.

     SECTION 2. Loans. Unless the Board shall otherwise determine, the President or any Vice-President may effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, but no officer or officers shall mortgage, pledge, hypothecate or transfer any securities or other property of the Corporation other than in connection with the purchase of chattels for use in the Corporation’s operations, except when authorized by the Board.

     SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of exchange or other orders for the payment of money out of the funds of the Corporation, and all notes or other evidence of indebtedness of the Corporation, shall be signed in

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the name and on behalf of the Corporation by such persons and in such manner as shall from time to time be authorized by the Board.

     SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board may from time to time designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order of the Corporation may be endorsed, assigned and delivered by any officer or agent of the Corporation.

     SECTION 5. General and Special Bank Accounts. The Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositaries as the Board may designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-Laws, as it may deem expedient.

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ARTICLE VII

Offices

     SECTION 1. Registered office. The registered office of the Corporation shall be as specified in the Certificate of Incorporation.

     SECTION 2. Other Offices. The Corporation may also have such offices, both within or without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE VIII

Fiscal Year

     The fiscal year of the Corporation shall be so determined by the Board of Directors.

ARTICLE IX

Seal

     The seal of the Corporation shall be circular in form, shall bear the name of the Corporation and shall include the words and numbers “Corporate Seal”, “Delaware” and the year of incorporation.

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ARTICLE X

Indemnification

     Any person made a party to any action or proceeding (whether or not by or in the right of the Corporation to procure a judgment in its favor or by or in the right of any other corporation) by reason of the fact that he, his testator or intestate, is or was a director, officer or employee of the Corporation, or of any corporation which he served as such at the request of the Corporation, shall be indemnified by the Corporation against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense of or as a result of such action or proceeding, or in connection with any appeal therein, to the full extent permitted under the laws of the State of Delaware from time to time in effect. The Corporation shall have the power to purchase and maintain insurance for the indemnification of such directors, officers and employees to the full extent permitted under the laws of the State of Delaware from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights of indemnification to which such director, officer or employee may be entitled.

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ARTICLE XI

Amendment

     The By-Laws may be amended, repealed or altered by vote of the holders of a majority of the shares of stock at the time entitled to vote in the election of directors, except as otherwise provided in the Certificate of Incorporation. The By-Laws may also be amended, repealed or altered by the Board of Directors, but any By-Law adopted by the Board of Directors may be amended, repealed or altered by the stockholders entitled to vote thereon as herein provided.

7526c

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EXHIBIT “A”
TO
FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 of 3)

Article I, Section 1, is amended as follows:

SECTION 1. Annual Meeting. The annual meeting of the stockholders of the corporation for election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date and time and at such place, in or outside the State of Delaware, as may be determined by the Board of Directors.

Article I, Section 5, First Sentence is amended as follows:

SECTION 5. Organization. At each meeting of the stockholders, the Chairman of the Board, or in his absence or inability to act, the Chief Executive Officer or, in his absence or inability to act, the President, if any, or, in his absence or inability to act, a Vice-President or in his absence or inability to act any person chosen by the majority of those stockholders present in person or represented by proxy shall act as chairman of the meeting.

The remainder of this section remains unchanged.

Article II, Section 6, is amended as follows:

SECTION 6. Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, or in his absence, the President, if any, or by a majority of the entire Board.

Article II, Section 11, is amended as follows:

SECTION 11. Organization. At each meeting of the Board, the Chief Executive Officer or, in his absence, the President, if any, or, in his absence or inability to act, a Vice-President or, in his absence or inability to act, any person chosen by the majority of those stockholders present in person or represented by proxy shall act as chairman of the meeting.

The remainder of this section remains unchanged.

EXHIBIT “A”
TO
FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 of 3)

Article IV, Section 1, is amended as follows:

SECTION 1. Officers. The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, Executive Vice President, Chief Financial Officer, Senior Vice President and Secretary. Any two or more offices may be held by the same person. The board of directors may appoint such other officers as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Article IV, Section 5, is amended as follows:

By replacing the term “President” with the term “Chief Executive Officer”. The remainder of this section remains unchanged.

Article IV, is amended by adding:

SECTION 5(a). President. The President, if any, in the absence of the Chief Executive Officer, or in the events of his death, inability or refusal to act: the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as may he delegated to him by the Board of Directors or Chief Executive Officer.

Article IV, Section 7, is amended as follows:

By replacing the term “Treasurer” with the term “Chief Financial Officer”. The remainder of this section remains unchanged.

Article V, Section 1, Second Sentence is amended as follows:

The certificates representing shares or stock shall be signed in the name of the Corporation by the Chief Executive Officer or the President or a Vice President and by the Secretary or Chief Financial Officer or Assistant Secretary.

The remainder of this section remains unchanged.

EXHIBIT “A”
TO
FINANCIAL EXCHANGE COMPANY OF VIRGINIA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 3 of 3)

Article VI, Section 2, Lines 1 and 2 are amended as follows:

Unless the Board shall otherwise determine, the Chief Executive Officer or President, if any, or any Vice-President may effect loans ...

The remainder of this section remains unchanged.

EX-3.24(A)

Exhibit 3.24(a)

Exhibit 3.24(a) Illegible FILED JAN 21 2000 OKLAHOMA SECRETARY OF STATE CERTIFICATE OF INCORPORATION TO: OKLAHOMA SECRETARY OF STATE 2300 N. Lincoln Blvd., Room 101, State Capital Building Oklahoma City, Oklahoma 73105-4897 (405) 522-4560 The undersigned, for the purpose of forming an Oklahoma profit corporation pursuant to the provisions of Title 18, Section 1001, do hereby execute the following certificate of incorporation: 1. The name of the corporation is: Loan Mart of Oklahoma, Inc. NOTE: Please refer to procedure sheet for statutory words required to be included in the corporate name.) 2. The name of the registered agent and the street address of the registered office in the State of Oklahoma is: The Corporation Company 735 First 20 N. Robinson National Bldg. Oklahoma City, Oklahoma County OK 73102 Name Street Address City County Zip Code (P.O. BOXES ARE NOT ACCEPTABLE) 3. The duration of the corporation is: (Perpetual unless otherwise stated) 4. The purpose or purposes for which the corporation is formed are: To engage in any lawful act or activity for which corporations may be organized under the general corporation law of Oklahoma 5. The aggregate number of shares which the corporation shall have the authority to issue, the designation of each class, the number of shares of each class, and the par value of the shares of each class are as follows: NUMBER OF SHARES SERIES            PAR VALUE PER SHARE (If any)(Or, If without par value of state) COMMON 100 No par value PREFERRED

Illegible If the powers of the incorporator(s) are to terminate upon the filing of the certificate of incorporation, the names and mailing adresses of the persons who are to serve as director(s): NAME MAILING ADDRESS CITY STATE ZIP CODE 1) Jeffry A. Weiss 1436 Lancaster Ave Berwyn PA 19312 2) Richard Darfman 1436 Lancaster Ave Berwyn PA 19312 3) Donald Gayhardt 1436 Lancaster Ave Berwyn PA 19312 7. The name and mailing address of the undersigned incorporator(s): NAME MAILING ADDRESS CITY STATE ZIP CODE 1) Aloed Todkad 1936 Lancaster Ave Berwyn PA 19312 Signed and dated this 12 day of January 2000. *SIGNATURE OF ALL INCORPORATORS SIGNATURE SIGNATURE

EX-3.24(B)

Exhibit 3.24(b)

BYLAWS

OF

Loan Mart of Oklahoma, Inc.

ARTICLE I

SHAREHOLDERS

1. Annual Meeting

          A meeting of the shareholders shall be held annually for the election of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors, but in no event later than 100 days after the anniversary of the date of incorporation of the Corporation.

2. Special Meetings

          Special meetings of the shareholders may be called by the Board of Directors, Chairman of the Board or President and shall be called by the Board upon the written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be called. Such request shall state the purpose or purposes of the proposed meeting. At such special meetings the only business which may be transacted is that relating to the purpose or purposes set forth in the notice thereof.

3. Place of Meetings

          Meetings of the shareholders shall be held at such place within or outside of the State of Oklahoma as may be fixed by the Board of Directors. If no place is so fixed, such meetings shall be held at the principal office of the Corporation.

4. Notice of Meetings

          Notice of each meeting of the shareholders shall be given in writing and shall state the place, date and hour of the meeting and the purpose or purposes for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting.

          If, at any meeting, action is proposed to be taken which, if taken, would entitle objecting shareholders to receive payment for their shares, the notice shall include a statement of that purpose and to that effect.

          A copy of the notice of each meeting shall be given, personally or by first class mail, not less than ten nor more than fifty days before the date of the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to have been given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of the shareholders, or, if he shall have filed with the Secretary of the Corporation a written request that notices to him or her be mailed to some other address, then directed to him at such other address.

          When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new

record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice under this Section 4.

5. Waiver of Notice

          Notice of a meeting need not be given to any shareholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him or her.

6. Inspectors of Election

          The Board of Directors, in advance of any shareholders’ meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and on the request of any shareholder entitled to vote thereat shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment in advance of the meeting by the Board or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of such inspector at such meeting with strict impartiality and according to the best of his ability.

          The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote at the meeting, count and tabulate all votes, ballots or consents, determine the result thereof, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting, or of any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and shall execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of any vote certified by them.

7. List of Shareholders at Meetings

          A list of the shareholders as of the record date, certified by the Secretary or any Assistant Secretary or by a transfer agent, shall be produced at any meeting of the shareholders upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or the person presiding thereat, shall require such list of the shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

8. Qualification of Voters

          Unless otherwise provided in the Certificate of Incorporation, every shareholder of record shall be entitled at every meeting of the shareholders to one vote for every share standing in its name on the record of the shareholders.

          Treasury shares as of the record date and shares held as of the record date by another domestic or foreign corporation of any kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held as of the record date by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.

          Shares held by an administrator, executor, guardian, conservator, committee or other fiduciary, other than a trustee, may be voted by such fiduciary, either in person or by proxy, without the transfer of such shares

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into the name of such fiduciary. Shares held by a trustee may be voted by him or her, either in person or by proxy, only after the shares have been transferred into his name as trustee or into the name of his nominee.

          Shares standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the bylaws of such corporation may provide, or, in the absence of such provision, as the board of directors of such corporation may determine.

          No shareholder shall sell his vote, or issue a proxy to vote, to any person for any sum of money or anything of value except as permitted by law.

9. Quorum of Shareholders

          The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote at any meeting of the shareholders shall constitute a quorum at such meeting for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified item of business.

          When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

          The shareholders who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum.

10. Proxies

          Every shareholder entitled to vote at a meeting of the shareholders, or to express consent or dissent without a meeting, may authorize another person or persons to act for him by proxy.

          Every proxy must be signed by the shareholder or its attorney. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

          The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy, unless before the authority is exercised written notice of an adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary.

11. Vote or Consent of Shareholders

          Directors, except as otherwise required by law, shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election.

          Whenever any corporate action, other than the election of directors, is to be taken by vote of the shareholders, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

          Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. Written consent thus given by the holders of all outstanding shares entitled to vote shall have the same effect as an unanimous vote of shareholders.

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12. Fixing The Record Date

          For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be less than ten nor more than fifty days before the date of such meeting, nor more than fifty days prior to any other action.

          When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

ARTICLE II

BOARD OF DIRECTORS

1. Power of Board and Qualification of Directors

          The business of the Corporation shall be managed by the Board of Directors. Each director shall be at least eighteen years of age.

2. Number of Directors

          The number of directors constituting the entire Board of Directors shall be the number, not less than three nor more than ten, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however, that no decrease shall shorten the term of an incumbent director, and provided further that if all of the shares of the Corporation are owned beneficially and of record by less than three shareholders, the number of directors may be less than three but not less than the number of shareholders. Until otherwise fixed by the directors, the number of directors constituting the entire Board shall be one.

3. Election and Term of Directors

          At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting and until their successors have been elected and qualified or until their death, resignation or removal in the manner hereinafter provided.

4. Quorum of Directors and Action by the Board

          A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and, except where otherwise provided herein, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.

          Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

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5. Meetings of the Board

          An annual meeting of the Board of Directors shall be held in each year directly after the annual meeting of shareholders. Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time upon the call of the President or any two directors.

          Meetings of the Board of Directors shall be held at such places as may be fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings. If no place is so fixed, meetings of the Board shall be held at the principal office of the Corporation. Any one or more members of the Board of Directors may participate in meetings by means of a conference telephone or similar communications equipment.

          No notice need be given of annual or regular meetings of the Board of Directors. Notice of each special meeting of the Board shall be given to each director either by mail not later than noon, Delaware time, on the third day prior to the meeting or by telegram, written message or orally not later than noon, Delaware time, on the day prior to the meeting. Notices are deemed to have been properly given if given: by mail, when deposited in the United States mail; by telegram at the time of filing; or by messenger at the time of delivery. Notices by mail, telegram or messenger shall be sent to each director at the address designated by him for that purpose, or, if none has been so designated, at his last known residence or business address.

          Notice of a meeting of the Board of Directors need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to any director.

          A notice, or waiver of notice, need not specify the purpose of any meeting of the Board of Directors.

          A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall be given, in the manner described above, to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

6. Resignations

          Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.

7. Removal of Directors

          Any one or more of the directors may be removed for cause by action of the Board of Directors. Any or all of the directors may be removed with or without cause by vote of the shareholders.

8. Newly Created Directorships and Vacancies

          Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason except the removal of directors by shareholders may be filled by vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring as a result of the removal of directors by shareholders shall be filled by the shareholder. A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.

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9. Executive and Other Committees of Directors

          The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees each consisting of three or more directors and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters: (a) the submission to shareholders of any action that needs shareholders’ approval; (b) the filling of vacancies in the Board or in any committee; (c) the fixing of compensation of the directors for serving on the Board or on any committee; (d) the amendment or repeal of the bylaws, or the adoption of new bylaws; (e) the amendment or repeal of any resolution of the Board which, by its term, shall not be so amendable or repeatable; or (f) the removal or indemnification of directors.

          The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.

          Unless a greater proportion is required by the resolution designating a committee, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present, shall be the act of such committee.

          Each such committee shall serve at the pleasure of the Board of Directors.

10. Compensation of Directors

          The Board of Directors shall have authority to fix the compensation of directors for services in any capacity.

11. Interest of Directors in a Transaction

          Unless shown to be unfair and unreasonable as to the Corporation, no contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any other corporation, firm, association or other entity in which one or more of the directors are directors or officers, or are financially interested, shall be either void or voidable, irrespective of whether such interested director or directors are present at a meeting of the Board of Directors, or of a committee thereof, which authorizes such contract or transaction and irrespective of whether his or their votes are counted for such purpose. In the absence of fraud any such contract and transaction conclusively may be authorized or approved as fair and reasonable by: (a) the Board of Directors or a duly empowered committee thereof, by a vote sufficient for such purpose without counting the vote or votes of such interested director or directors (although such interested director or directors may be counted in determining the presence of a quorum at the meeting which authorizes such contract or transaction), if the fact of such common directorship, officership or financial interest is disclosed or known to the Board or committee, as the case may be; or (b) the shareholders entitled to vote for the election of directors, if such common directorship, officership or financial interest is disclosed or known to such shareholders.

          Notwithstanding the foregoing, no loan, except advances in connection with indemnification, shall be made by the Corporation to any director unless it is authorized by vote of the shareholders without counting any shares of the director who would be the borrower or unless the director who would be the borrower is the sole shareholder of the Corporation.

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ARTICLE III

OFFICERS

1. Election of Officers

          The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect a President, a Secretary, and a Treasurer, and from time to time may elect or appoint such other officers as it may determine. Any two or more offices may be held by the same person, except that the same person may not hold the offices of President and Secretary unless the person is the sole shareholder of the Corporation and holding of said offices of President and Secretary by such person is permitted under applicable law. The Board of Directors may also elect one or more Vice Presidents, Assistance Secretaries and Assistant Treasurers.

2. Other Officers

          The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

3. Compensation

          The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

4. Term of Office and Removal

          Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer, his term of office shall extend to and expire at the meeting of the Board following the next annual meeting of shareholders. Any officer may be removed by the Board with or without cause, at any time. Removal of an officer without cause shall be without prejudice to his contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights.

5. President

          The President shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall also preside at all meetings of the shareholders and the Board of Directors.

          The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

6. Vice Presidents

          The Vice Presidents, in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe.

7

7. Secretary and Assistant Secretaries

          The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary’s signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

          The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of such designation then in the order of their election, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

8. Treasurer and Assistant Treasurers

          The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

          The Treasurer shall disburse the funds as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

          If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer, and for the restoration to the Corporation, in the case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Corporation.

          The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of such designation, then in the order of their election, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

9. Books and Records

          The Corporation shall keep: (a) correct and complete books and records of account; (b) minutes of the proceedings of the shareholders, Board of Directors and any committees of directors; and (c) a current list of the directors and officers and their residence addresses. The Corporation shall also keep at its office in the State of Delaware or at the office of its transfer agent or registrar in the State of Delaware, if any, a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.

8

          The Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts, books, records or other documents of the Corporation shall be open to inspection, and no creditor, security holder or other person shall have any right to inspect any accounts, books, records or other documents of the Corporation except as conferred by statute or as so authorized by the Board.

10. Checks, Notes, etc.

          All checks and drafts on, and withdrawals from the Corporation’s accounts with banks or other financial institutions, and all bills of exchange, notes and other instruments for the payment of money, drawn, made, endorsed, or accepted by the Corporation, shall be signed on its behalf by the person or persons thereunto authorized by, or pursuant to resolution of, the Board of Directors.

ARTICLE IV

CERTIFICATES AND TRANSFERS OF SHARES

1. Forms of Share Certificates

          The share of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. The shares may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.

          Each certificate representing shares issued by the Corporation shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class of shares, if more than one, authorized to be issued and the designation, relative rights, preferences and limitations of each series of any class of preferred shares authorized to be issued so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series.

          Each certificate representing shares shall state upon the face thereof: (a) that the Corporation is formed under the laws of the State of Delaware; (b) the name of the person or persons to whom issued; and (c) the number and class of shares, and the designation of the series, if any, which such certificate represents.

2. Transfers of Shares

          Shares of the Corporation shall be transferable on the record of shareholders upon presentment to the Corporation of a transfer agent of a certificate or certificates representing the shares requested to be transferred, with proper endorsement on the certificate or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require.

3. Lost, Stolen or Destroyed Share Certificates

          No certificate for shares of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or wrongfully taken, except, if and to the extent required by the Board of Directors upon: (a) production of evidence of loss, destruction or wrongful taking; (b) delivery of a bond indemnifying the

9

Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate; (c) payment of the expenses of the Corporation and its agents incurred in connection with the issuance of the new certificate; and (d) compliance with other such reasonable requirements as may be imposed.

ARTICLE V

INDEMNIFICATION

1. Indemnification in Actions, Suits or Proceedings Other Than Those by or in the Right of the Corporation

          The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful.

          The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful.

2. Indemnification in Actions, Suits or Proceedings by or in the Right of the Corporation

          The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director of officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interest of the Corporation. No such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

          The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a

10

judgment in its favor by reason of the fact that such person is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation. No such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

3. Authorization of Indemnification

          Any indemnification under this Article VI shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person or persons have met the applicable standard of conduct set forth in Sections 1 and 2 hereof. Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders.

4. Advancement of Expenses

          The Corporation may advance expenses (including attorneys’ fees) incurred by a director or officer in advance of the final disposition of such action, suit or proceeding upon the receipt of an undertaking by or on behalf of the director of officer to repay such amount if it shall ultimately be determined that such director or officer is not entitled to indemnification. The Corporation may advance expenses (including attorneys’ fees) incurred by an employee or agent in advance of the final disposition of such action, suit or proceeding upon such terms and conditions, if any, as the Board of Directors deems appropriate.

5. Claims

          If a claim for indemnification or payment of expenses under this Article 5 is not paid within 60 days after a written claim therefor is received by the Corporation, the claimant may recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting the claim. In any such action, the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

6. Insurance

          The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article.

7. Stockholder Suits, Attorneys’ Fees

          No stockholder shall bring any action or lawsuit against the Corporation, any of its subsidiaries or its affiliates, or any officer or director thereof (in their respective capacities), unless such stockholder and any person controlling such stockholder shall have entered into a written agreement with the Corporation, reasonably satisfactory to it, requiring the losing party, and any person controlling the stockholder, if the stockholder shall be the losing party, to pay to the prevailing party the attorneys’ fees and expenses incurred by the prevailing party in such action. As used in this provision, the term “person” shall have the same meaning given it in Section 13(d) of

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the Securities Exchange Act of 1934 (“Exchange Act”), and the terms “affiliate” and “controlling” shall have the same meanings given them in Rule 12b-2 under the Exchange Act.

ARTICLE VI

OTHER MATTERS

1. Corporate Seal

          The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.

2. Fiscal Year

          The fiscal year of the Corporation shall be the twelve months ending December 31st, or such other period as may be fixed by the Board of Directors.

3. Amendments

          Bylaws of the Corporation may be adopted, amended or repealed by vote of the holders of the shares at the time entitled to vote in the election of any directors. Bylaws may also be adopted, amended or repealed by the Board of Directors, but any bylaws adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as herein above provided.

          If any bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the bylaw so adopted, amended or repealed, together with a concise statement of the changes made.

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EXHIBIT “A”
TO
LOAN MART OF OKLAHOMA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 of 3)

Article I, Section 1, is amended as follows:

1. Annual Meeting

The annual meeting of the shareholders of the corporation for election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date and time and at such place, in or outside the State of Oklahoma, as may be determined by the Board of Directors.

Article I, Section 2, Line 1, is amended as follows:

Special meetings of the shareholders may be called by the Board of Directors, Chairman of the Board, Chief Executive Officer, or in his absence, the President, if any; and shall be called by the Board upon written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be called.

The remainder of this section remains unchanged.

Article II, Section 2, is amended as follows:

2. Number of Directors

The number of directors constituting the entire Board of Directors shall be the number not less than two nor more than ten, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however; that no decrease shall shorten the term of an incumbent director, and provided further that if all of the shares of the Corporation are beneficially and of record by less than two shareholders, the number of directors may be less than two but not less than the number of shareholders.

Article II, Section 5, First Paragraph, Third Sentence is amended as follows:

Special meetings of the Board may be held at any time upon the call of the Chief Executive Officer, or in his absence the President, if any, or any two directors.

The remainder of this section remains unchanged.

EXHIBIT “A”
TO
LOAN MART OF OKLAHOMA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 of 3)

Article II, Section 9, is amended as follows:

By replacing the term “three” with the term “two”. The remainder of this section remains unchanged.

Article III, Section 1, is amended as follows:

1. Officers

The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, Executive Vice President, Chief Financial Officer, Senior Vice President and Secretary. Any two or more offices may be held by the same person. The board of directors may appoint such other officers as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Article III, Section 5, is amended as follows:

5. Chief Executive Officer

The Chief Executive Officer of the Corporation shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall also preside at all meetings of the shareholders and the Board of Directors.

The Chief Executive Officer shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed ad except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation

Article III, is amended by adding:

5(a). President

The President, if any, in the absence of the Chief Executive Officer, or in the event of his death, inability or refusal to act; the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as may be delegated to him by the Board of Directors or Chief Executive Officer.

EXHIBIT “A”
TO
LOAN MART OF OKLAHOMA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 3 of 3)

Article III, Section 8, is amended as follows:

8. Chief Financial Officer

The Chief financial Officer shall have the custody of the corporate funds and securities: shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

The Chief Financial Officer shall disburse the funds as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall rented to the Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Chief Financial Officer and of the financial condition of the Corporation

if required by the Board of Directors, the Chief Financial Officer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors far the faithful performance of the duties of the office of Chief Financial Officer, and for the restoration to the Corporation, in the case of the Chief Financial Officer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Chief Financial Officer belonging to the Corporation

Article IV, First Paragraph, First Sentence, if amended as follows:

The shares of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the Chief Executive Officer or President or a Vice-President and the Secretary or an Assistant Secretary or the Chief Financial Officer.

The remainder of this section remains unchanged.

EX-3.25(A)

Exhibit 3.25(a)

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 01/14/1993
763014500 — 2322509

Certificate of Incorporation

- of -

Monetary Management Corporation of Pennsylvania

     The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the laws of the State of Delaware particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto (hereinafter referred to as the “General Corporation Law of Delaware”), hereby certifies that:

     FIRST: The name of the Corporation is

MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA

     SECOND: The address, including street, number, city, and county of the registered office of the Corporation in the State of Delaware is 201 North Walnut Street, City of Wilmington, County of New Castle, and the name of the registered agent of the Corporation in the State of Delaware at such address is The The Company Corporation.

     THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is two hundred (200), no par value, all of which are the same class and all of which are designated as common stock.

     FIFTH: The name of the incorporator is Hilary B. Miller, and the mailing address of the incorporator is 112 Pareonage Road, Greenwich, Connecticut 06880-9942.

     SIXTH: The Corporation is to have perpetual existence.

     SEVENTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware, on the application in a summary way of the Corporation or of any creditor or stockholder thereof, or on the application of

Illegible

Certificate of Incorporation of Monetary Management Corporation of Pennsylvania Page 1 of 3 Pages

any receiver or receivers appointed for the Corporation under the provision of Section 201 of Title 8 of the Delaware Code, or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, may order a meeting of the creditors or class of creditors, or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors of class of creditors, or of the stockholders or class of stockholders of the Corporation, as the case may be agree to any compromise or arrangement, the said compromise or arrangement and the said reorganization, if sanctioned by the court to which the said application has been made, shall be binding on all the creditors or class of creditors, or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

     EIGHTH: In furtherance of, and not in limitation of, the powers conferred by statute, the Board of Directors is expressly authorized to make, alter and repeal the bylaws, and to adopt any new bylaws, of the Corporation.

     NINTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said Section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said Section. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. The indemnification provided for herein shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.

     TENTH: No director of the Corporation shall have any personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that the foregoing provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of Delaware shall hereafter be amended to authorize the further elimination or reduction of the liability of directors, then the liability of a director, in addition to the limitation provided for in this Article TENTH, shall be limited to the fullest extent permitted by any such amended law. Any repeal or modification of this Article TENTH shall be prospective only and shall not

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Certificate of Incorporation of Monetary Management Corporation of Pennsylvania Page 2 of 3 Pages

adversely affect any limitation on the personal liability of a director of the corporation at or prior to the time or such repeal or modification.

     ELEVENTH: From time to time any of the provisions of the Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws. All rights at any time conferred upon the stockholders of the Corporation by the Certificate of Incorporation are granted subject to the provisions of this Article ELEVENTH.

     In witness thereof, this Certificate of Incorporation has been executed by the undersigned Incorporator this 14th day of January, 1993.

/s/ Hilary B. Miller (L.S.)  

HILARY B. MILLER 

Incorporator 

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Certificate of Incorporation of Monetary Management Corporation of Pennsylvania Page 3 of 3 Pages

CERTIFICATE OF CHANGE

OF

REGISTERED AGENT

AND

REGISTERED OFFICE

OF

MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA

—ooo0ooo—

          MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA, a corporation organized and existing under and by virtue of the General Corporation Law of the state of Delaware (the “Corporation” ), DOES HEREBY CERTIFY:

          The present registered agent of the corporation is The Company Corporation and the present registered office of the Corporation is in the County of New Castle.

          The Board of Directors of MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA, adopted the following resolution on the 22^nd day of August, 1995:

     RESOLVED, that the registered office of MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA in the State of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the city of Wilmington, County of New Castle, and the authorization of the present registered agent of the Corporation be and the same hereby is withdrawn, and The Corporation Trust Company, shall be and hereby is constituted and appointed the registered agent of the Corporation at the address of its registered office.

          IN WITNESS WHEREOF, MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA has caused this statement to be signed by Donald Gayhardt, its Secretary, this 22^nd day of August, 1995.

MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA
By:	/s/ Donald Gayhardt
	Donald Gayhardt, Secretary

(DEL. — 264 — 6/15/94)

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT

It is hereby certified that:

          1. The name of the corporation (hereinafter called the “Corporation”) is Monetary Management Corporation of Pennsylvania

          2. The registered office of the Corporation within the State of Delaware is hereby changed to 160 Greentree Drive, Suite 101, City of Dover 19904, County of Kent.

          3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

          4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on January 20, 2009.

/s/ Roy Hibberd  

Roy Hibberd, Secretary 

State of Delaware
Secretary of State
Division of Corporations
Delivered 06:55 PM 01/22/2009
FILED 06:53 PM 01/22/2009
SRV 090060994 — 2322509 FILE

EX-3.25(B)

Exhibit 3.25(b)

BYLAWS

OF

MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA

ARTICLE I

SHAREHOLDERS

1. Annual Meeting

     A meeting of the shareholders shall be held annually for the election of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors, but in no event later than 100 days after the anniversary of the date of incorporation of the Corporation.

2. Special Meetings

     Special meeting of the shareholders may be called by the Board of Directors, Chairman of the Board or President and shall be called by the Board upon the written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be called. Such request shall state the purpose or purposes of the proposed meeting. At such special meetings the only business which may be transacted is that relating to the purpose or purposes set forth in the notice thereof.

3. Place of Meetings

     Meetings of the shareholders shall be held at such place within or outside of the State of Delaware as may be fixed by the Board of Directors. If no place is so fixed, such meetings shall be held at the principal office of the Corporation.

4. Notice of Meetings

     Notice of each meeting of the shareholders shall be given in writing and shall state the place, date and hour of the meeting and the purpose or purposes for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting.

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     If, at any meeting, action is proposed to be taken which, if taken, would entitle objecting shareholders to receive payment for their shares, the notice shall include a statement of that purpose and to that effect.

     A copy of the notice of each meeting shall be given, personally or by first class mail, not less than ten nor more than fifty days before the date of the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to have been given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of the shareholders, or, if he shall have filed with the Secretary of the Corporation a written request that notices to him or her be mailed to some other address, then directed to him at such other address.

     When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice under this Section 4.

5. Waiver of Notice

     Notice of a meeting need not be given to any shareholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him or her.

6. Inspectors of Election

     The Board of Directors, in advance of any shareholders’ meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and on the request of any shareholder entitled to vote thereat shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment in advance of the meeting by the Board or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of such inspector at such meeting with strict impartiality and according to the best of his ability.

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     The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote at the meeting, count and tabulate the votes, ballots or consents, determine the result thereof, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting, or of any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and shall execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of any vote certified by them.

7. List of Shareholders at Meetings

     A list of the shareholders as of the record date, certified by the Secretary or any Assistant Secretary or by a transfer agent, shall be produced at any meeting of the shareholders upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or the person presiding thereat, shall require such list of the shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

8. Qualification of Voters

     Unless otherwise provided in the Certificate of Incorporation, every shareholder of record shall be entitled at every meeting of the shareholders to one vote for every share standing in its name on the record of the shareholders.

     Treasury shares as of the record date and shares held as of the record date by another domestic or foreign corporation of any kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held as of the record date by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.

     Shares held by an administrator, executor, guardian, conservator, committee or other fiduciary, other than a trustee, may be voted by such fiduciary, either in person or by proxy, without the transfer of such shares into the name of such fiduciary. Shares held by a trustee may be voted by him or her, either in person or by proxy, only after the shares have been transferred into his name as trustee or into the name of his nominee.

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     Shares standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the bylaws of such corporation may provide, or, in the absence of such provision, as the board of directors of such corporation may determine.

     No shareholder shall sell his vote, or issue a proxy to vote, to any person for any sum of money or anything of value except as permitted by law.

9. Quorum of Shareholders

     The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote at any meeting of the shareholders shall constitute a quorum at such meeting for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified item of business.

     When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

     The shareholders who are present in person or by proxy and who are entitled to vote may, by a majority of the votes cast, adjourn the meeting despite the absence of a quorum.

10. Proxies

     Every shareholder entitled to vote at a meeting of the shareholders, or to express consent or dissent without a meeting, may authorize another person or persons to act for him by proxy.

     Every proxy must be signed by the shareholder or its attorney. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

     The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy, unless before the authority is exercised written notice of an adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary.

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11. Vote or Consent of Shareholders

     Directors, except as otherwise required by law, shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election.

     Whenever any corporate action, other than the election of directors, is to be taken by vote of the shareholders, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

     Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. Written consent thus given by the holders of all outstanding shares entitled to vote shall have the same effect as an unanimous vote of shareholders.

12. Fixing The Record Date

     For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be less than ten nor more than fifty days before the date of such meeting, nor more than fifty days prior to any other action.

     When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

ARTICLE II

BOARD OF DIRECTORS

1. Power of Board and Qualification of Directors

     The business of the Corporation shall be managed by the Board of Directors. Each director shall be at least eighteen years of age.

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2. Number of Directors

     The number of directors constituting the entire Board of Directors shall be the number, not less than three nor more than ten, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however, that no decrease shall shorten the term of an incumbent director, and provided further that if all of the shares of the Corporation are owned beneficially and of record by less than three shareholders, the number of directors may be less than three but not less than the number of shareholders. Until otherwise fixed by the directors, the number of directors constituting the entire Board shall be one.

3. Election and Term of Directors

     At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting and until their successors have been elected and qualified or until their death, resignation or removal in the manner hereinafter provided.

4. Quorum Of Directors And Action By The Board

     A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and, except where otherwise provided herein, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.

     Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

5. Meetings of the Board

     An annual meeting of the Board of Directors shall be held in each year directly after the annual meeting of shareholders. Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time upon the call of the President or any two directors.

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     Meetings of the Board of Directors shall be held at such places as may be fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings. If no place is so fixed, meetings of the Board shall be held at the principal office of the Corporation. Any one or more members of the Board of Directors may participate in meetings by means of a conference telephone or similar communications equipment.

     No notice need be given of annual or regular meetings of the Board of Directors. Notice of each special meeting of the Board shall be given to each director either by mail not later than noon, Delaware time, on the third day prior to the meeting or by telegram, written message or orally not later than noon, Delaware time, on the day prior to the meeting. Notices are deemed to have been properly given if given: by mail, when deposited in the United States mail; by telegram at the time of filing; or by messenger at the time of delivery. Notices by mail, telegram or messenger shall be sent to each director at the address designated by him for that purpose, or, if none has been so designated, at his last known residence or business address.

     Notice of a meeting of the Board of Directors need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to any director.

     A notice, or waiver of notice, need not specify the purpose of any meeting of the Board of Directors.

     A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall be given, in the manner described above, to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

6. Resignations

     Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.

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7. Removal of Directors

     Any one or more of the directors may be removed for cause by action of the Board of Directors. Any or all of the directors may be removed with or without cause by vote of the shareholders.

8. Newly Created Directorships and Vacancies

     Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason except the removal of directors by shareholders may be filled by vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring as a result of the removal of directors by shareholders shall be filled by the shareholder. A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.

9. Executive and Other Committees of Directors

     The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees each consisting of three or more directors and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters: (a) the submission to shareholders of any action that needs shareholders’ approval; (b) the filling of vacancies in the Board or in any committee; (c) the fixing of compensation of the directors for serving on the Board or any committee; (d) the amendment or repeal of the bylaws, or the adoption of new bylaws; (e) the amendment or repeal of any resolution of the Board which, by its term, shall not be so amendable or repealable; or (f) the removal or indemnification of directors.

     The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.

     Unless a greater proportion is required by the resolution designating a committee, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present, shall be the act of such committee.

     Each such committee shall serve at the pleasure of the Board of Directors.

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10. Compensation of Directors

     The Board of Directors shall have authority to fix the compensation of directors for services in any capacity.

11. Interest of Directors in a Transaction

     Unless shown to be unfair and unreasonable as to the Corporation, no contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any other corporation, firm association or other entity in which one or more of the directors are directors or officers, or are financially interested, shall be either void or voidable, irrespective of whether such interested director or directors are present at a meeting of the Board of Directors, or of a committee thereof, which authorizes such contract or transaction and irrespective of whether his or their votes are counted for such purpose. In the absence of fraud any such contract and transaction conclusively may be authorized or approved as fair and reasonable by: (a) the Board of Directors or a duly empowered committee thereof, by a vote sufficient for such purpose without counting the vote or votes of such interested director or directors (although such interested director or directors may be counted in determining the presence of a quorum at the meeting which authorizes such contract or transaction), if the fact of such common directorship, officership or financial interest is disclosed or known to the Board or committee, as the case may be; or (b) the shareholders entitled to vote for the election of directors, if such common directorship, officership or financial interest is disclosed or know to such shareholders.

     Notwithstanding the foregoing, no loan, except advances in connection with indemnification, shall be made by the Corporation to any director unless it is authorized by vote of the shareholders without counting any shares of the director who would be the borrower.

ARTICLE III

OFFICERS

1. Election of Officers

     The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect a Chairman of the Board, a President, a Secretary, and a Treasurer, and from time to time may elect or appoint such other officers as it may determine. Any two or more offices may be held by the same person, except that the same person may not hold the offices of President and Secretary. The Board of

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Directors may also elect one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers.

2. Other Officers

     The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

3. Compensation

     The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

4. Term of Office and Removal

     Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer, his term of office shall extend to and expire at the meeting of the Board following the next annual meeting of shareholders. Any officer may be removed by the Board with or without cause, at any time. Removal of an officer without cause shall be without prejudice to his contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights.

5. Chairman of the Board

     The Chairman of the Board shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall also preside at all meetings of the shareholders and the Board of Directors.

     The Chairman of the Board shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

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6. President

     The President shall be the chief operating officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect, subject to the direction of the Chairman of the Board, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

7. Vice Presidents

     The Vice Presidents, in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe.

8. Secretary and Assistant Secretaries

     The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary’s signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

     The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of such designation then in the order of their election, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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9. Treasurer and Assistant Treasurers

     The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

     The Treasurer shall disburse the funds as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

     If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer, and for the restoration to the Corporation, in the case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Corporation.

     The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of such designation, then in the order of their election, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

10. Books and Records

     The Corporation shall keep: (a) correct and complete books and records of account; (b) minutes of the proceedings of the shareholders, Board of Directors and any committees of directors; and (c) a current list of the directors and officers and their residence addresses. The Corporation shall also keep at its office in the State of Delaware or at the office of its transfer agent or registrar in the State of Delaware, if any, a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.

     The Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts, books, records or other documents of the Corporation shall be open to inspection, and

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no creditor; security holder or other person shall have any right to inspect any accounts, books, records or other documents of the Corporation except as conferred by statute or as so authorized by the Board.

11. Checks, Notes, etc.

     All checks and drafts on, and withdrawals from the Corporation’s accounts with banks or other financial institutions, and all bills of exchange, notes and other instruments for the payment of money, drawn, made, endorsed, or accepted by the Corporation, shall be signed on its behalf by the person or persons thereunto authorized by, or pursuant to resolution of, the Board of Directors.

ARTICLE IV

CERTIFICATES AND TRANSFERS OF SHARES

1. Forms of Share Certificates

     The share of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the President or a vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. The shares may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.

     Each certificate representing shares issued by the Corporation shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class of shares, if more than one, authorized to be issued and the designation, relative rights, preferences and limitations of each series of any class of preferred, shares authorized to be issued so far as the same have been fixed, and fix the authority of the Board of Directors to designate and the relative rights, preferences and limitations of other series.

     Each certificate representing shares shall state upon the face thereof: (a) that the Corporation is formed under the laws of the State of Delaware; (b) the name of

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the person or persons to whom issues; and (c) the number and class of shares, and the designation of the series, if any, which such certificate represents.

2. Transfers of Shares

     Shares of the Corporation shall be transferable on the record of shareholders upon presentment to the Corporation of a transfer agent of a certificate or certificates representing the shares requested to be transferred, with proper endorsement on the certificate or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require.

3. Lost, Stolen or Destroyed Share Certificates

     No certificate for shares of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or wrongfully taken, except, if and to the extent required by the Board of Directors upon: (a) production of evidence of loss, destruction or wrongful taking; (b)delivery of a bond indemnifying the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate; (c) payment of the expenses of the Corporation and its agents incurred in connection with the issuance of the new certificate; and (d) compliance with other such reasonable requirements as may be imposed.

ARTICLE V

OTHER MATTERS

1. Corporate Seal

     The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.

2. Fiscal Year

     The fiscal year of the Corporation shall be the twelve months ending December 31st, or such other period as may be fixed by the Board of Directors.

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3. Amendments

     Bylaws of the Corporation may be adopted, amended or repealed by vote of the holders of the shares at the time entitled to vote in the election of any directors. Bylaws may also be adopted, amended or repealed by the Board of Directors, but any bylaws adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as hereinabove provided.

     If any bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the bylaw so adopted, amended or repealed, together with a concise statement of the changes made.

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EXHIBIT “A”
TO
MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 of 3)

Article I, Section 1, is amended as follows:

1. Annual Meeting

The annual meeting of the stockholders of the corporation for election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date and time and at such place, in or outside the Commonwealth of Pennsylvania, as may be determined by the Board of Directors.

Article I, Section 2, Line 1, is amended as follows:

Special meetings of the shareholders may be called by the Board of Directors, Chairman of the Board. Chief Executive Officer, or in his absence, the President, if any; and shall be called by the Board upon written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be called.

The remainder of this section remains unchanged.

Article II, Section 2, is amended as follows:

2. Number of Directors

The number of directors constituting the entire Board of Directors shall be the number not less than two nor more than ten, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however; that no decrease shall shorten the term of an incumbent director, and provided further that if all of the shares of the Corporation are beneficially and of record by less than two shareholders, the number of directors may be less than two but not less than the number of shareholders.

Article II, Section 5, First Paragraph, Third Sentence is amended as follows:

Special meetings of the Board may be held at any time upon the call of the Chief Executive Officer, or in his absence the President, if any, or any two directors.

The remainder of this section remains unchanged.

EXHIBIT “A”
TO
MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 of 3)

Article III, Section 5, is amended as follows:

5. Chairman of the Board.

The Chairman of the Board shall preside at all meetings of the shareholders and the Board of Directors and shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall perform such other duties and have such powers as the Board of Directors may from time to time prescribe.

Article III, Section 6, is amended as follows:

6. Chief Executive Officer

The Chief Executive Officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect, subject to the direction of the Chairman of the Board, if any, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

The Chief Executive Officer shall execute bonds, mortgages and other contracts requiring a seal under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed ad except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

Article III, is amended by adding:

6(a). President

The President, if any, in the absence of the Chief Executive Officer, or in the event of his death inability or refusal to act; the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as may be delegated to him by the Board of Directors or Chief Executive Officer.

EXHIBIT “A”
TO
MONETARY MANAGEMENT CORPORATION OF PENNSYLVANIA, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 3 of 3)

Article III, Section 9, is amended as follows:

9. Chief Financial Officer

The Chief Financial Officer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

The Chief Financial Officer shall disburse the funds as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall rented to the Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Chief Financial Officer and of the financial condition of the Corporation.

If required by the Board of Directors, the Chief Financial Officer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Chief Financial Officer, and for the restoration to the Corporation, in the case of the Chief Financial Officer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Chief Financial Officer belonging to the Corporation

Article IV, First Paragraph, First Sentence, if amended as follows:

The shares of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the Chief Executive Officer or President or a Vice-President and the Secretary or an Assistant Secretary or the Chief Financial Officer.

The remainder of this section remains unchanged.

EX-3.26(A)

Exhibit 3.26(a)

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:15 AM 04/21/1999
991156263 — 9032408

CERTIFICATE OF INCORPORATION

- of -

MMCAL, INC.

     The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the laws of the State of Delaware, particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto (hereinafter the “General Corporation Law of Delaware”), hereby certifies that:

     FIRST: The name of the Corporation is:

MMCAL, INC.

     SECOND: The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the State of Delaware, and the name of the registered agent of the Corporation in the State of Delaware at said address is The Corporation Trust Company.

     THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 200 shares, no par value, all of which shall be of the same class and all ofwhich are designated as common stock.

     FIFTH: The name of the incorporator is HILARY B. MILLER, and the mailing address of the incorporator is 112 Parsonage Road, Greenwich, Connecticut 06830-3942.

     SIXTH: The Corporation is to have perpetual existence.

     SEVENTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware, on the application in a summary way of the Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code, or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under

Certificate of Incorporation of MMCAL, INC. Page 1 of 2 Pages

the provisions of Section 279 of Title 8 of the Delaware Code, may order a meeting of the creditors or class of creditors, or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors of class of creditors, or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement, the said compromise or arrangement and the said reorganization if sanctioned by the court to which the said application has been made, shall be binding on all the creditors or class of creditors, or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

     EIGHTH: In furtherance of and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter and repeal the bylaws, and to adopt any new bylaws, of the Corporation.

     NINTH: The Corporation, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as the same may be amended and supplemented, shall indemnity any and all persons whom it shall have power to indemnify under said Sections from and against any and all of the expanses, liabilities or otter matters referred to in, or covered by, said Sections. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement vote of stockholders or directors, or otherwise, both as to action in his official capacity and as to action in any other capacity while holding such office. The indemnification provided for herein shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation, and shall inure to the benefit of the heirs, executors and administrators of such person.

     TENTH: From time to time any of the provisions of the Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws. All rights at any time conferred upon the stockholders of the Corporation by the Certificate of Incorporation are granted subject to the provisions of this Article TENTH.

Dated: April 21, 1999

/s/ Hilary B. Miller (L.S.)  

HILARY B. MILLER 

Incorporator 

Certificate of Incorporation of MMCAL, INC. Page 2 of 2 Pages

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 04/30/1999
991171025 — 3032408

CERTIFICATE OF OWNERSHIP AND
MERGER
- of -
MONETARY MANAGEMENT OF
CALIFORNIA, INC.
(a California corporation)
- - into -
MMCAL, INC.
(a Delaware corporation)

     The undersigned hereby certifies that:

     1. MONETARY MANAGEMENT OF CALIFORNIA, INC. (“Calcorp”) is a corporation of the State of California, the laws of which permit a merger of a corporation of that jurisdiction with a corporation of another jurisdiction.

     2. Calcorp, as the owner of all of the outstanding shares of each class of the stock of MMCAL, INC., a corporation of the State of Delaware (“Delcorp”), hereby merges itself into Delcorp.

     3. The following is a copy of the resolutions adopted on the 23rd day of April, 1999, by the Boards of Directors of Calcorp and Delcorp to merge Calcorp into Delcorp:

     RESOLVED, That Monetary Management of California Inc., a California corporation (“Calcorp”), be reincorporated in the State of Delaware by merging itself into MMCAL, INC., a Delaware corporation (“Delcorp”), pursuant to the laws of the State of California and the State of Delaware as hereinafter provided, so that the separate existence of Calcorp shall cease as soon as the merger shall become effective, and thereupon Calcorp and Delcorp will become a single corporation, which shall continue to exist under, and be governed by the laws of the State of Delaware.

     RESOLVED, That the terms and conditions of the proposed merger are as follows:

     (a) From and after the effective time of the merger, all of the estate, property, rights, privileges, powers and franchises of Calcorp shall become

Certificate of Ownership and Merger Page 1 of 4 Pages

vested in and be held by Delcorp as fully and entirely and without change or diminution as the same were before held and enjoyed by Calcorp, and Delcorp shall assume all of the obligations of Calcorp.

     (b) Each issued share of common stock of Calcorp shall be converted into one-tenth (1/10) share of common stock, no par value, of Delcorp; and, from and after the effective time of the merger, the holders of all of said issued shares of common stock of Calcorp shall automatically be and become holders of shares of Delcorp upon the basis above specified, whether or not certificates representing said share are then issued and delivered.

     (c) After the effective time of the merger, each holder of record of any outstanding certificate or certificates theretofore representing common stock of Calcorp may surrender the same to Delcorp at its principal office in Berwyn, Pennsylvania, and such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing an equal number of shares of common, stock of Delcorp. Until so surrendered, each outstanding certificate which prior to the effective time of the merger represented one or more shares of common stock of Calcorp shall be deemed for all corporate purposes to evidence ownership of an equal number of shares of common stock of Delcorp.

     (d) From and after the effective time of the merger, the Certificate of Incorporation of Delcorp shall be the Certificate of Incorporation of Delcorp as in effect immediately prior to such effective time, except that article FIRST thereof, relating to the name of the corporation is hereby amended and changed to read as follows at the effective time of the merger:

Certificate of Ownership and Merger Page 2 of 4 Pages

FIRST: The name of the Corporation is:

MONETARY MANAGEMENT
OF CALIFORNIA, INC.

and said Certificate of Incorporation, as herein amended and changed, shall continue in full force and effect until further amended and changed in the manner prescribed by the provisions of the General Corporation Law of the State of Delaware.

     (e) From and after the effective time of the merger, the By-Laws of Delcorp shall be the By-Laws of Calcorp as they were in effect immediately prior to such effective time.

     (f) The members of the Board of Directors and officers of Delcorp shall be the members of the Board of Directors and officers of Calcorp immediately before the effective time of the merger.

     (g) From and after the effective time of the merger, the assets and liabilities of Calcorp shall be entered, on the books of Delcorp at the amounts at which they stall be carried at such time on the books of Calcorp, subject to such intercorporate adjustments and eliminations, if any, as may be required to give effect to the merger and subject to such action as may be taken by the Board of Directors of Delcorp in accordance with generally accepted accounting principles, the capital and surplus of Delcorp shall be equal to the capital and surplus of Calcorp.

     RESOLVED, That, in the event that the proposed merged shall not be terminated, the proper officers of Calcorp be, and they hereby are, authorized and directed to make and execute a Certificate of Ownership and Merger setting forth a copy of these resolutions to merge itself into Delcorp, and the date of adoption thereof, and to cause the same to be filed and recorded as provided by law, and to do all acts and things whatsoever, within the

Certificate of Ownership and Merger Page 3 of 4 Pages

States of California and Delaware and in any other appropriate jurisdiction necessary or proper to effect this merger.

     4. The proposed merger herein certified has been adopted, approved, certified, executed and acknowledged by Calcorp in accordance with the laws under which it is organized.

     On the date set forth below, in the Township of Berwyn in the Commonwealth of Pennsylvania, the undersigned does hereby declare under the penalty of perjury that he signed the foregoing certificate in the official capacity set forth beneath his signature, and that the statements set forth in said certificate are true of his own knowledge.

Dated: April 23, 1999	MONETARY MANAGEMENT OF CALIFORNIA, INC.
	By:	/s/ Donald F. Gayhardi
		Donald F. Gayhardi
		President

Certificate of Ownership and Merger Page 4 of 4 Pages

State of Delaware
Secretary of State
Division of Corporations
Delivered 07:03 PM 01/22/2009
FILED 06:55 PM 01/22/2009
SRV 090061006 — 3032408 FILE

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT

It is hereby certified that:

          1. The name of the corporation (hereinafter called the “Corporation”) is Monetary Management of California, Inc.

          2. The registered office of the Corporation within the State of Delaware is hereby changed to 160 Greentree Drive, Suite 101, City of Dover 19904, County of Kent.

          3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

          4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on January 20, 2009.

/s/ Roy Hibberd  

Roy Hibberd, Secretary 

EX-3.26(B)

Exhibit 3.26(b)

MONETARY MANAGEMENT OF CALIFORNIA, INC.

* * * * *

BYLAWS

* * * * *

ARTICLE I

OFFICES

     Section 1. The principal executive office shall be located in Santa Anna, California.

     Section 2. The corporation may also have offices at such other places both within and without the State of California as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of shareholders for the election of directors shall be held in the City of New York, State of New York, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of California as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of shareholders for any other purpose may be

held at such time and place, within or without the State of California, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. If no other place is stated or fixed then shareholders’ meetings shall be held at the principal executive office of the corporation.

     Section 2. Annual meetings of shareholders, commencing with the year 1988, shall be held on the second Tuesday in May if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 A. M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

     Section 3. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be given to each shareholder entitled to vote there at not less than ten (or, if sent by third-class mail, thirty) nor more than sixty days before the date of the meeting. Notice may be sent by third-class mail only if the outstanding shares of the corporation are held of record by five hundred or more people (determined as provided in section 605 of the California Corporations Code) on the record date for the shareholders’ meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of shareholders for any purpose other than, the election of directors may be held at such time and place within or without the State of California as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president, the board of directors, or the holders of not less than ten percent of all the shares entitled to vote at the meeting and if the corporation has a chairman of the board of directors then special meetings of the shareholders may be called by the chairman.

     Section 3. Written or printed notice of a special meeting of shareholders, stating the time, place and purpose or purposes thereof, shall be given to each shareholder entitled to vote there at not less than ten (or, if sent by third-class mail, thirty) nor more than sixty days before the date fixed for the meeting. Notice may be sent by third-class mail only if the outstanding shares of the corporation are held of record by five hundred or more people (determined as provided in section 605 of the California Corporations Code) on the record date for the shareholders’ meeting.

     Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

     Section 1. A majority of the shareholders, holding shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

     Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented and voting at the meeting (which shares voting affirmatively also constitute at least a majority of the required quorum), shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.

     Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter

submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy, executed in writing by the shareholder or by his duly authorized attorney-in-fact.

     In all elections for directors every shareholder complying with section 708(b) of the California Corporations Code and entitled to vote, shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors to be elected, or to cumulate the vote of said shares, and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder’s share are normally, entitled, or to distribute the votes on the same principle among as many candidates as he may see fit. As provided in section 708(b) of the California Corporations Code no shareholder shall be entitled to cumulate votes for any candidate for the office of director unless such candidates’ names have been placed in nomination prior to the voting and at least one shareholder has given notice at the meeting prior to the voting of his intention to cumulate his votes.

     Section 4. Unless otherwise provided in the articles, any action except election of directors which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were

present and voted. Except to fill a vacancy in the board of directors not filled by the directors, directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors. Any election of a director to fill a vacancy (other than a vacancy created by removal) not filled by the directors requires the written consent of a majority of the shares entitled to vote.

ARTICLE V

DIRECTORS

     Section 1. The number of directors shall be three. Directors need not be residents of the State of California nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

     Section 2. Unless otherwise provided in the articles of incorporation vacancies, except for a vacancy created by the removal of a director, and newly created directorships resulting from any increase in the number of directors nay be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify. Unless otherwise provided in the articles of incorporation any vacancy created by the removal of a director

shall be filled by the shareholders by the vote of a majority of the shares entitled to vote at a meeting at which a quorum is present. Any vacancies, which may be filled by directors and are not filled by the directors, may be filled by the shareholders by a majority of the shares entitled to vote at a meeting at which a quorum is present.

     Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these bylaws directed or required to be exercised, or done by the shareholders.

     Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of California, at such place or places as they may from time to time determine.

     Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of California.

     Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

     Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

     Section 4. Special meetings of the board of directors may be called by the president on one day’s notice to each director, either personally or by mail or by telephone or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

     Section 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

     Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present there at may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 7. Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

ARTICLE VII

EXECUTIVE COMMITTEE

     Section 1. The board of directors, by resolution adopted by a majority of the number of directors fixed by the bylaws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required. The board of directors may designate one or more directors as alternate members of the executive committee. The executive committee shall not have authority: (1) To approve any action which will also require the shareholders’ approval; (2) To fill vacancies on the board or in any committee; (3) To fix the compensation of directors for serving on the board or on any committee; (4) To amend or repeal the bylaws or adopt new bylaws; (5) To amend or repeal any resolution of the board which by its express terms is not so amendable or repealable; (6) To make a distribution to the shareholders except at a rate or in a periodic amount or within a price range determined by the board; or (7) To appoint other committees of the board or the members thereof.

ARTICLE VIII

NOTICES

     Section 1. Whenever, under the provisions of the Statutes or of the articles of incorporation or of these bylaws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Notice to any shareholder shall be given at the address furnished by such shareholder for the purpose of receiving notice. If such address is not given and if no address appears on the records of the corporation for any shareholder then notice may be given to such shareholder at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which said principal executive office is located. If a notice of a shareholders’ meeting is sent by mail it shall be sent by first-class mail, or, in case the corporation has outstanding shares held of record by 500 or more persons (determined as provided in section 605 of the California Corporations Code) on the record date for the shareholders’ meeting, notice may be by third-class mail.

     Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the

provisions of the articles of incorporation of these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX

OFFICERS

     Section 1. The officers of the corporation, except those elected in accordance with Sec. 210 of the California General Corporation Law, shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

     Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any

officer elected or appointed, by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

     Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

     Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

     Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

     Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

     Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

     Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or

disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

     Section 1. Every holder of shares in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares and the class or series of shares owned by him in the corporation. If the shares of the corporation are classified or if any class of shares has two or more series, there shall appear on the certificate either (1) a statement of the rights, preferences, privileges and restrictions granted to or imposed upon each class or series of shares to be issued and upon the holders thereof; or (2) a summary of such rights, preferences, privileges and restrictions with reference to the provisions of the articles and any certificates of determination establishing the same; or (3) a statement setting forth the office or agency of the corporation from which shareholders may obtain, upon request and without charge, a copy of the statement referred to in item (1) heretofore. Every certificate shall have noted thereon any information required to be set forth by the California General

Corporation Law and such information shall be set forth in the manner provided by such law.

     Section 2. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing

shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

CLOSING OF TRANSFER BOOKS

     Section 5. In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days prior to the date of such meeting nor more than 60 days prior to any other action.

     A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the board fixes a new record date for the adjourned meeting, but the board shall fix a new record date if the meeting is adjourned for more than 45 days from the date set for the original meeting.

REGISTERED SHAREHOLDERS

     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person

registered on its books as the owner of shares; and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of California.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

     Section 1. Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law: Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the articles of incorporation and the California General Corporation Law.

     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

     Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

     Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the date of its incorporation and the words “Corporate Seal, California”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

     Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted (a) at any regular or special meeting of shareholders at which a quorum is present or represented, by the affirmative vote of a majority of the stock entitled to vote, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting, or (b) by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board.

     The board of directors shall not make or alter any bylaw specifying a fixed number of directors or the maximum or minimum number of directors and the directors shall not change a fixed board to a variable board or vice versa in the bylaws. The board of directors shall not change a bylaw, if any, which requires a larger proportion of the vote of directors for approval than is required by the California General Corporation Law.

ARTICLE XIII

DIRECTORS’ ANNUAL REPORT

     Section 1. The directors shall cause to be sent to the shareholders not later than one hundred twenty days after the close of the fiscal year, an annual report which shall include a balance sheet as of the closing date of the last fiscal year, and an income statement of changes in financial position for said fiscal year. Said annual report shall be accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation. This annual report is hereby waived whenever the corporation shall have less than 100 shareholders as defined in Section 605 of the California Corporations Code. Except when said waiver applies the annual report shall be sent to the shareholder at least 15 (or if sent by third-class mail, 35) days prior to the date of the annual meeting. The annual report may be sent by third-class mail only

if the corporation has outstanding shares held by 500 or more persons (as determined by the provisions of. section 605 of the California Corporations Code) on the record date for the shareholders’ meeting. In addition to the financial statements included in the annual report, the annual report of the corporation, if it has more than 100 shareholders as defined in Section 605 of the California Corporations Code and if it has no class of securities registered under Section 12 of the Securities and Exchange Act of 1934, or exempt from such registration by Section 12(g)(2) of said act, shall also describe briefly: (1) Any transaction (excluding compensation of officers and directors) during the previous fiscal year involving an amount in excess of forty thousand dollars ($40,000) (other than contracts let at competitive bids or services rendered at prices regulated by law) to which the corporation or its parent or subsidiary was a party and in which any director or officer of the corporation or of a subsidiary or (if known to the corporation or its parent or subsidiary) any holder of more than 10 percent of the outstanding voting shares of the corporation had a direct or indirect material interest, naming such person and stating such person’s relationship to the corporation, the nature of such person’s interest in the transaction and, where practicable, the amount of such interest; provided, that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated and provided, further that no such report need be made in the case of transactions approved by the shareholders under subdivision (a) of Section 310 of the

California Corporations Code. (2) The amount and circumstances of any indemnification or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year to any officer or director of the corporation pursuant to Section 317 of the California Corporations Code, provided, that no such report need be made in the case of indemnification approved by the shareholders under paragraph (2) of subdivision (e) of Section 317 of the California Corporations Code.

EX-3.27(A)

Exhibit 3.27(a)

State of Delaware
Secretary of State
Division of Corporations
Delivered 02:02 PM 12/18/2006
FILED 01:53 PM 12/18/2006
SRV 061157314 — 4269696 FILE

CERTIFICATE OF INCORPORATION

- of -

MONEYMART TEMP MARYLAND, INC.

(a Delaware corporation)

     The undersigned, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

     FIRST: The name of the corporation (hereinafter called the “corporation”) is

MONEYMART TEMP MARYLAND, INC.

     SECOND: The address, including street, number, city, and country, of the registered office of the corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the State of Delaware, and the name of the registered agent of the Corporation in the State of Delaware at said address is The Corporation Trust Company.

     THIRD: The nature of the business and the purposes to be conducted and promoted by the corporation are as follows:

     To conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

     FOURTH: The aggregate number of shares of stock that the Corporation shall have authority to issue is 1,000 shares, par value $0.001 per share, all of which shall be of the same class and all of which are designated as common stock.

     FIFTH: The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
HILARY B. MILLER	112 Parsonage Road Greenwich, Connecticut 06830-3942

     SIXTH: The corporation is to have perpetual existence.

Certificate of Incorporation of MONEYMART TEMP MARYLAND, INC. Page 1 of 4 Pages

     SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholder or any class of them, any court of equitable jurisdiction, within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under § 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation an consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

     EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

     1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there ware no vacancies. No election of directors need be by written ballot.

     2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of § 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that

Certificate of Incorporation of MONEYMART TEMP MARYLAND, INC. Page 2 of 4 Pages

any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial. Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provision for such classification shall be set forth in this certificate of incorporation.

     3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

     NINTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of sub-section (b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

     TENTH: The corporation shall, to the fullest extent permitted by the provisions of § 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not he deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

     ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized

Certificate of Incorporation of MONEYMART TEMP MARYLAND, INC. Page 3 of 4 Pages

by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH.

Dated: December 16, 2006.

/s/ HilaryB. Miller (LS.)  

HILARY B.MILLER 

Incorporator 

Certificate of Incorporation of MONEYMART TEMP MARYLAND, INC. Page 4 of 4 Pages

State of Delaware
Secretary of State
Division of Corporations
Delivered 09:58 PM 12/22/2006
FILED 09:58 PM 12/22/2006
SRV 061183782 — 4269696 FILE

CERTIFICATE OF MERGER

- of -

MONETARY MANAGEMENT OF MARYLAND, INC.
(a Maryland corporation)

- with and into -

MONEYMART TEMP MARYLAND, INC.
(a Delaware corporation)

     It is hereby certified that:

     1. The constituent business corporations participating in the merger herein certified are:

     (a) MONEYMART TEMP MARYLAND, INC. (“Newcorp”), which is incorporated under the laws of the State of Delaware; and

     (b) MONETARY MANAGEMENT OF MARYLAND, INC. (“Oldcorp”), which is incorporated under the laws of the State of Maryland, the authorized capital of which consists of 100 shares of common stock, no par value.

     2. An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the General Corporation Law of the State of Delaware, to wit, by Newcorp in the same manner as is provided in Section 251 of the General Corporation Law of the State of Delaware and by Oldcorp in accordance with the laws of the State of its incorporation.

     3. The merger is to become effective on December 31, 2006.

     4. The surviving corporation in the merger herein certified is Newcorp, which will continue its existence as said surviving corporation under the name MONETARY MANAGEMENT OF MARYLAND, INC. upon the effective date of said merger pursuant to the provisions of the laws of the State of Delaware.

     5. The certificate of incorporation of Newcorp, as now in force and effect, shall continue to be the certificate of incorporation of said surviving corporation until amended and changed pursuant to the provisions of the laws of the State of Delaware except as set forth in the following paragraph.

     6. The certificate of incorporation of Newcorp is to be amended and changed by reason of the merger herein certified by striking out article FIRST thereof, relating to the name of said surviving corporation, and by substituting in lieu thereof the following article:

Certificate of Merger — Monetary Management of Maryland, Inc. Page 1 of 2 Pages

     FIRST: The name of the corporation (hereinafter called the “corporation”) is MONETARY MANAGEMENT OF MARYLAND, INC.

     7. The executed Agreement of Merger between the aforesaid constituent corporations is on file at an office of the aforesaid surviving corporation, the address of which is as follows: 1436 Lancaster Avenue, Suite 300, Berwyn, Pennsylvania 19312-1288.

     8. A copy of the aforesaid Agreement of Merger will be furnished by the aforesaid surviving, corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations.

     Dated: December 21, 2006

MONETARY MANAGEMENT OF MARYLAND, INC.
By:	/s/ Peter J. Sokolowski
	Peter J. Sokolowski
	Vice President
MONEYMART TEMP MARYLAND, INC.
By:	/s/ Peter J. Sokolowski
	Peter J. Sokolowski
	Vice President

Certificate of Merger — Monetary Management of Maryland, Inc. Page 2 of 2 Pages

State of Delaware
Secretary of State
Division of Corporations
Delivered 07:04 PM 01/22/2009
FILED 06:57 PM 01/22/2009
SRV 090061013 — 4269696 FILE

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT

It is hereby certified that:

          1. The name of the corporation (hereinafter called the “Corporation”) is Monetary Management of Maryland, Inc.

          2. The registered office of the Corporation within the State of Delaware is hereby changed to 160 Greentree Drive, Suite 101, City of Dover 19904, County of Kent.

          3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

          4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on January 20, 2009.

/s/ Roy Hibberd  

Roy Hibberd, Secretary 

EX-3.27(B)

Exhibit 3.27(b)

AMENDED AND RESTATED

BY-LAWS

OF

MONETARY MANAGEMENT OF MARYLAND, INC.

(a Maryland corporation)

ARTICLE I

Shareholders

          SECTION 1. Annual Meeting. The annual meeting of shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at the office of the Corporation in the State of Maryland or at such other place within or without the State of Maryland as may be determined by the Board of Directors and as shall be designated in the notice of said meeting, on such date and at such time as may be determined by the Board of Directors.

          SECTION 2. Special Meetings. Special meetings of the shareholders for the transaction of such business as may properly come before the meeting shall be held at the office of the Corporation in the State of Maryland, or at such other place within or without the State of Maryland as may be designated from time to time by the Board of Directors. Whenever the Board of Directors shall fail to fix such place, or whenever shareholders entitled to call a special meeting shall call the same, the meeting shall be held at the office of the Corporation in the State of Maryland. Special meetings of the shareholders shall be held upon call of the Board of Directors or of the President or any Vice-President or the Secretary or any director, at such time as may be fixed by the Board of Directors or the President or such Vice-President or the Secretary or such director, as the case may be, and as shall be stated in the notice of said meeting, except when the General Corporation Law of the State of Maryland (the “Business Corporation Law”) confers upon the shareholders the right to demand the call of such meeting and fix the date thereof.

          SECTION 3. Notice of Meetings. The notice of all meetings of shareholders shall be in writing, shall state the

direction of the person or persons calling the meeting. The notice of an annual meeting of shareholders shall state that the meeting is called for the election of directors and for the transaction of such other business as may properly come before the meeting and shall state the purpose or purposes of the meeting if any other action is to be taken at such annual meeting which could be taken at a special meeting. The notice of a special meeting shall, in all instances, state the purpose or purposes for which the meeting is called. A copy of the notice of any meeting shall be served either personally or by first class mail, in accordance with the provisions of the Business Corporation Law, to each shareholder at such shareholder’s record address or at such other address as such shareholder may have furnished by request in writing to the Secretary of the Corporation. If a meeting is adjourned to another time or place and if any announcement of the adjourned time or place is made at the meeting, it shall, not be necessary to give notice of the adjourned meeting unless the Board of Directors, after adjournment, fixes a new record date for the adjourned meeting. Notice of a meeting need not be given to any shareholder who submits a signed waiver of notice before or after the meeting. The attendance of a shareholder at a meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by such shareholder.

          SECTION 4. Shareholder Lists. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation, or by the transfer agent, if any, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, if any, or the person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

          SECTION 5. Quorum. Except as otherwise provided by law or the Corporation’s Articles of Incorporation, a quorum for the transaction of business at any meeting of shareholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the shareholders at which a quorum is present, all matters, except as otherwise provided by law, in Section 7 hereunder or in the Articles of Incorporation, shall be decided by the vote of the holders of a majority of the snares entitled

2

to vote thereat, that are present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from tine to time, without further notice, until a quorum shall have been obtained. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholder.

          SECTION 6. Organization. Meetings of shareholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the President, or if none or in the President’s absence a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the shareholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall choose any person present to act as secretary of the meeting.

          SECTION 7. Voting; Proxies; Required Vote; Ballots. At each meeting of shareholders, every shareholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such shareholder or by such shareholder’s duly authorized attorney-in-tact, and shall have one vote for each share entitled to vote and registered in such shareholder’s name on the books of the Corporation on the applicable record date fixed pursuant to these By-laws. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by the Business Corporation Law. At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast thereat shall elect. Except as otherwise required by law or the Articles of Incorporation, any other action shall be authorized by a majority of the votes cast.

          SECTION 8. Inspectors. The Board of Directors, in advance of any meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, and on the request of any shareholder shall, appoint one or more inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of such inspector’s duties, shall take and sign an oath to execute faithfully the duties of

3

inspector at such meeting with strict impartiality and according to the best of such inspector’s ability. The inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate as to any fact found by them.

          SECTION 9. Actions Without Meetings. Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon.

          SECTION 10. Meaning of Certain Terms. As used herein in respect of the right to notice of a meeting of shareholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the terms “share” and “shareholder” or “shareholders” refer to an outstanding share or shares and to a holder or holders of record of outstanding shares, respectively, when the Corporation is authorized to issue only one class of shares, and said references are also intended to include any outstanding share or shares and any holder or holders of record of outstanding share or shares any class upon which or upon whom the Articles of Incorporation confers such rights, where there are two or more classes or series of shares, or upon which or upon whom the Business Corporation Law confers such rights, notwithstanding that the Articles of Incorporation may provide for more than one class or series of shares, one or more of which are limited in or denied such rights thereunder.

ARTICLE II

Board of Directors

          SECTION 1. General Powers. The business, property and affairs of the Corporation shall be managed by or under the direction of its Board of Directors.

4

          SECTION 2. Qualification; Number; Term. (a) Each director shall be at least 18 years of age. A director need not be a shareholder, a citizen of the United States, or a resident of the State of Maryland. The number of directors constituting the entire Board of Directors shall be at least three, except that where all the shares are owned beneficially and of record by fever than three shareholders, the number of directors may be less than three but not less than the number of shareholders. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the Board of Directors or of the shareholders, or, if the number of directors is not so fixed, the number shall be three. The number of directors may be increased or decreased by action of the Board of Directors or shareholders, provided that any action of the Board of Directors to effect such increase or decrease shall require the vote of a majority of the entire Board of Directors. The use of the phrase “entire Board of Directors” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

          (b) The first Board of Directors shall be elected by the incorporator or incorporators of the Corporation and shall hold office until the first annual meeting of shareholders or until their respective successors have been elected and qualified. Thereafter, directors who are elected at an annual meeting of shareholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of shareholders and until their respective successors have been elected and qualified. In the interim between annual meetings of shareholders or special meetings of shareholders called for the election of directors, newly created directorships and any vacancies in the Board of Directors, including vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the directors then in office, although less than a quorum exists.

          SECTION 3. Quorum and Manner of Voting. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, the vote of a majority of the directors present at the time of the vote, at a meeting duly assembled, a quorum being present at such time, shall be the act of the Board of Directors.

          SECTION 4. Places of Meetings. Meetings of the Board of Directors shall be held at such place within or without the

5

State of Maryland as may from time to time be determined by the Board of Directors, or as may be specified in the notice of the meeting. Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by resolution of the Board of Directors, and special meetings may be held at any time and place upon the call of the Chairman of the Board, if any, or of the President or any Vice-President or the Secretary or any director by oral, telegraphic or notice duly served as set forth in these By-laws.

          SECTION 5. Annual Meeting. Following the annual meeting of shareholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of shareholders at the same place at which such shareholders meeting is held.

          SECTION 6. Notice of Meetings. A notice of the place, date, time and purpose or purposes of each meeting of the Board of Directors shall be given to each director by mailing the same at least two days before the meeting, or by telegraphing or telephoning the same or by delivering the same personally not later than the day before the day of the meeting. Notice need not be given of regular meetings of the Board of Directors. Any requirements of furnishing a notice shall be waived by any director who signs a waiver of notice before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. The notice of any meeting need not specify the purpose of the meeting, and any and all business may be transacted at such meeting.

          SECTION 7. Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-president who is a member of the Board of Directors; or in such Vice-President’s absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

          SECTION 8. Resignation. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the

6

resignation. Except as otherwise provided by law or by the Articles of Incorporation, any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

          SECTION 9. Vacancies. Unless otherwise provided in these By-laws, vacancies among the directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or, at a special meeting of the shareholders, by the holders of shares entitled to vote for the election of directors.

          SECTION 10. Action by Written Consent. Any action required or permitted to be taken by the Board of Directors or by any committee thereof may be taken without a meeting if all members of the Board of Directors or of any such committee consent in writing to the adoption of a resolution authorizing the action and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or of any such committee.

          SECTION 11. Electronic Communication. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or any such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

ARTICLE III

Committees of the Board of Directors

          SECTION 1. Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the whole Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment. The Board of Directors shall have full power, at any time, to fill vacancies in, to change membership of, to designate alternate members of, or to discharge any such committee.

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          SECTION 2. Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

          SECTION 3. Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

          SECTION 4. Term; Termination. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

ARTICLE IV

Officers

          SECTION 1. Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a President and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and such other officers as the Board may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these By-laws and as may be assigned by the Board of Directors or the President. A person may hold more than one office but may not serve concurrently as both President and Vice-President of the Corporation. A person who holds more than one office in the Corporation may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.

          SECTION 2. Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any

8

officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors.

          SECTION 3. Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the whole Board.

          SECTION 4. Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

          SECTION 5. President. The President shall be the Chief Executive Officer of the Corporation and shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers. The President shall preside at all meetings of the shareholders and, in the absence or disability of the Chairman of the Board of Directors, or if there be no Chairman, shall preside at all meetings of the Board of Directors. The President may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-laws, to some other officer or agent of the Corporation.

          SECTION 6. Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of such Vice-President’s duties, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

          SECTION 7. Treasurer. The Treasurer shall in general have all duties incident to the position of treasurer and such other duties as may be assigned by the Board of Directors or the President.

          SECTION 8. Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such

9

other duties as may be assigned by the Board of Directors or the President.

          SECTION 9. Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE V

Books and Records

          SECTION l. Location. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the shareholders, of the Board of Directors, and/or of any committee which the Board of Directors may appoint, and shall keep at the office of the Corporation in or outside the State of Maryland or at the office of the transfer agent or registrar, if any, a record containing the names and addresses of all shareholders, the number and class of shares held by each, and the dates when such shareholders respectively became the owners of record thereof. Any of the foregoing books, minutes or records may be in written form or in any other form capable of being converted into written form within a reasonable time.

          SECTION 2. Addresses of Shareholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each shareholder at said shareholder’s address as it appears on the records of the Corporation.

          SECTION 3. Fixing Date for Determination of Shareholders of Record. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express to consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a record date, in accordance with the provisions of the Business Corporation Law. If no record date is fixed, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. The record date for determining shareholders for any purpose other

10

than that specified in the preceding sentence shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE VI

Certificates Representing Shares

          SECTION 1. Certificates; Signatures. (a) The shares of the Corporation shall be represented by certificates representing shares, in such form as the Board of Directors may from time to time prescribe, or shall be uncertificated shares. Certificates representing shares shall have set forth thereon the statements prescribed by law and shall be signed by the Chairman of the Board or the President or a Vice-President and by the Secretary or an Assistant Secretary or a Treasurer or an Assistant Treasurer and may be sealed with the corporate seal or a facsimile thereof. Any and all signatures on any such certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee, or the shares are listed on a registered national securities exchange. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if such officer were an officer at the date of its issue.

          (b) Each certificate representing shares issued by the Corporation, if the Corporation is authorized to issue shares of more than one class, shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class authorized to be issued and, if the Corporation is authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series.

11

         (c) Each certificate representing shares shall state upon the face thereof:

(1)	That the Corporation is formed under the laws of the State of Maryland;
(2)	The name of the person or persons to whom issued;
(3)	The number and class of shares, and the designation of the series, if any, which such certificate represents; and
(4)	The name of the Corporation.

          (d) The name of the holder of record of the shares represented thereby, with the number of shares and the date of issue, shall be entered on the books of the Corporation.

          SECTION 2. Transfer of Shares. Upon compliance with provisions governing or restricting the transferability of shares, if any, transfers of shares of the Corporation shall be made only on the share record of the Corporation by the registered holder thereof, or by such holder’s attorney-in-fact thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation or with a transfer agent or a registrar, if any, and upon the surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes due thereon, if any. A certificate representing shares shall not be issued until the full amount of consideration therefor has been paid, except as the Business Corporation Law may otherwise permit.

          SECTION 3. Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect transactions authorized by the Business Corporation Law, which shall entitle the holder, in proportion to such holder’s fractional holdings, to exercise voting rights, receive dividends and participate in liquidating distributions; or the Corporation may pay in cash the fair value of fractions of a share as at the time when those entitled to receive such fractions are determined; or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder except as therein provided. The Board of Directors shall have power and authority to make all such rules and regulations as it may deem

12

expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

          SECTION 4. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

ARTICLE VII

Dividends

          Subject always to the provisions of law and the Articles of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to shareholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the shareholders as dividends or otherwise; and before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII

Ratification

          Any transaction, questioned in any law suit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or shareholder, non-disclosure, miscomputation, or the application of improper

13

principles or practices of accounting, may be ratified, before or after judgment, by the Board of Directors or by the shareholders and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its shareholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

Corporate Seal

          The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.

ARTICLE X

Fiscal Year

          The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.

ARTICLE XI

Waiver of Notice

          Whenever notice is required to be given by these By-laws or by the Articles of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

ARTICLE XII

14

Indemnification

          SECTION l. General Scope. The Corporation, to the fullest extent permitted and in the manner required by the laws of the State of Maryland as in effect at the time of the adoption of this Article XII or as the law may be amended from time to time, shall, except as set forth in Article XII, Section 2 below; (i) indemnify any officer or director of the Corporation, or any other person designated by the Board of Directors as being entitled to indemnification (and the heirs and legal representatives of such person) made, or threatened to be made, a party in an action, or proceeding (including, without limitation, one by or in the right of the Corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any indemnified representative served in any capacity at the request of the Corporation, by reason of the fact that such indemnified person, or such indemnified person’s testator or intestate, was a director or officer of the Corporation or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, and (ii) provide to any such indemnified person (and the heirs and legal representatives of such person) advances for expenses incurred in pursuing such action or proceeding, upon receipt of an undertaking by or on behalf of such indemnified person to repay such amount as, and to the extent, required by the Business Corporation Law.

          SECTION 2. Limitations on Indemnification. The Corporation shall not indemnify any indemnified representative: (a) where such indemnification is expressly prohibited by applicable law; (b) where the conduct of the indemnified representative has been finally determined (i) to constitute willful misconduct or recklessness or (ii) to be based upon or attributable to the receipt by the indemnified representative of a personal benefit from the Corporation to which the indemnified representative is not legally entitled; or (c) to the extent such indemnification has been determined to be otherwise unlawful.

          SECTION 3. Indemnification Not Exclusive. The rights granted by this Article shall not be deemed exclusive of .any other rights to which those seeking indemnification may be entitled under any statute, agreement, vote of shareholders or disinterested directors or otherwise. The indemnification provided by or granted pursuant to this Article shall continue as to a person who has ceased to be an indemnified representative in respect of matters arising prior to such time, and shall inure to

15

the benefit of the heirs, executors, administrators and personal representatives of such a person.

          SECTION 4. Contract Rights. Amendment or Repeal. All rights under this Article shall be deemed a contract between the Corporation and the indemnified representative pursuant to which the Corporation and each indemnified representative intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not affect any rights or obligations then existing.

ARTICLE XIII

Bank Accounts, Drafts, Contracts, Etc.

          SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the Treasurer or any person designated by the Treasurer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as such person may deem necessary or appropriate, and may authorize payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of the Treasurer, or other person so designated by the Treasurer.

          SECTION 2. Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

          SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorised by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of shareholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any

16

such person. The Board of Directors, from time to time, may confer like powers upon any other person.

          SECTION 4. Financial Reports. The directors may appoint the Treasurer or other fiscal officer and/or the Secretary or any other officer to cause to be prepared and furnished to shareholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIV

Amendments

          The shareholders entitled to vote in the election of directors may amend or repeal the By-laws and may adopt new Bay-laws. Except as otherwise required by law or by the provisions of these By-laws, the Board of Directors may also amend or repeal the By-laws and adopt new By-laws, but By-laws adopted by the Board of Directors may be amended or repealed by the said shareholders. Any change in the By-laws shall take effect when adopted unless otherwise provided for in the resolution effecting the change.

17

EX-3.28(A)

Exhibit 3.28(a)

Exhibit 3.28(a) CERTIFICATE OF INCORPORATION OF Monetary Management of New York, Inc. UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW ***** WE, THE UNDERSIGNED, all of the age of eighteen years or over, for the purpose of forming a corporation pursuant to Section 402 of the Business Corporation Law of New York, do hereby certify: FIRST: The name of the corporation is Monetary Management of New York, Inc. SECOND: The purposes for which it is formed are: To engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law, provided that is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body, without such consent or approval first being obtained. THIRD: The office of the corporation is to be located in the County of New York, State of New York. FOURTH: The aggregate number of shares which the corporation shall have authority to issue is twenty thousand (20,000) of the par value of One Dollar ($1.00) each.

FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: c/o CT Corporation System, 1633 Broadway, New York, New York 10019. SIXTH: The name and address of the registered agent which is to be the agent of the corporation upon whom process against it may be served, are C T CORPORATION SYSTEM, 1633 Broadway, New York, New York 10019. IN WITNESS WHEREOF, we have made and signed this Certificate of Incorporation this 29th day of October, A.D. 1986. /s/ Diane Mazzola — Diane Mazzola 1633 Broadway, New York, New York 10019. /s/ Lillian Rosado — Lillian Rosado 1633 Broadway, New York, New York 10019. STATE OF NEW YORK ) ) SS: COUNTY OF NEW YORK ) On this 29th day of October, 1986, before me personally come DIANE MAZZOLA and LILLIAN ROSADO, to me known, and know to me to be the persons described in and who executed the foregoing Certificate, and they duly acknowledged to me that they had executed the same. /s/ Timothy E. Carlson — Timothy E. Carlson Notary Public TIMOTHY E. CARLSON [Illegible] Public State of New York No. 41-[Illegible] Qualified in Queens County Certificate Filed in New York County Commission Expires March 30, 1927

STATE OF NEW YORK DEPARTMENT OF STATE FILED NOV-6-1986 [Illegible] CERTIFICATE OF INCORPORATION OF Monetary Management of New York, Inc. UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW [Illegible]

******* Harold Topol Roberts, Atty. United States Banknote Corporation 345 Hudson Street New York, New York 10014 ******* BILLED

STATE OF NEW YORK

DEPARTMENT OF STATE

     I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.

	WITNESS my hand and official seal of the Department of State, at the City of Albany, on December 1, 2009.
	Daniel E. Shapiro
	First Deputy Secretary of State

Rev. 06/07

CERTIFICATE OF CHANGE OF MONETARY MANAGEMENT OF NEW YORK, INC. Under Section 805-A of the Business Corporation Law 1. The name of the corporation is MONETARY MANAGEMENT OF NEW YORK, INC. If applicable, the original name under which it was formed is 2. The Certificate of Incorporation of said corporation was filed by the Department of State on 11/6/86. 3. The address of C T Corporation System as the registered agent of said corporation is hereby changed form C T CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NY 10019 to 111 Eighth Avenue, New York, New York 10011. 4. The address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him is hereby changed from c/o C T CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NY 10019 to c/o C T Corporation System, 111 Eighth Avenue, New York, New York 10011. 5. Notice of the above changes was mailed to the corporation by C T Corporation System not less than 30 days prior to the date of delivery to the Department of State and such corporation has not objected thereto. 6. C T Corporation System is both the agent of such corporation to whose address the Secretary of State is required to mail copies of process and the registered agent of such corporation. IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999 and affirm the statements contained herein as true under penalties of perjury. C T CORPORATION SYSTEM By: /s/ Kenneth J. Uva — Kenneth J. Uva Vice President NY Domestic Corporation — agent/process address

E9 —DRAWDOWN CERTIFICATE OF CHANGE OF MONETARY MANAGEMENT OF NEW YORK, INC. Under Section 805-A of the Business Corporation Law Filed by: C T CORPORATION SYSTEM 111 Eight Avenue, New York, New York 10011 STATE OF NEW YORK DEPARTMENT OF STATE FILED SEP 14 1999 TAXS [Illegible] BY: [Illegible] NY Domestic Corporation — agent/process address

STATE OF NEW YORK

DEPARTMENT OF STATE

     I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.

	WITNESS my hand and official seal of
	the Department of State, at the City of
	Albany, on December 1, 2009.
	Daniel E. Shapiro
	First Deputy Secretary of State

Rev. 06/07

New York State
Department of State
Division of Corporations, State Records
and Uniform Commercial Code
41 State Street
Albany, NY 12231
www.dos.state.ny.us

CERTIFICATE OF CHANGE
OF

Monetary Management of New York, Inc.
(Insert name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

FIRST: The name of the corporation is: Monetary Management of New York, Inc.

If the name of the corporation has been changed, the name under which it was formed is:

SECOND: The certificate of incorporation was filed by the Department of State on: 11/06/1986.

THIRD: The change(s) effected hereby are: [Check appropriate box(es)]

o	The county location, within this state, in which the office of the corporation is located, is changed to:
þ	The address to which the Secretary of State shall forward copies of process accepted on behalf of the corporation is changed to read in its entirety as follows:
	875 Avenue of the Americas, Suite 501, New York, NY 10001.
o	The corporation hereby: [Check one]

o	Designates
	as its registered agent upon whom process against the corporation may be served. The street address of the registered agent is:
þ	Changes the designation of its: registered agent to: National Registered Agents, Inc. The street address of the registered agent is:
	875 Avenue of the Americas, Suite 501, New York, NY 10001.
o	Changes the address of its registered agent to:
o	Revokes the authority of its registered agent.

DOS-1556 (Rev. 5/04)

FOURTH: The change was authorized by the board of directors.

/s/ R W. Hibberd	Roy Hibberd, Secretary
(Signature)	(Name and Title of Signer)

CERTIFICATE OF CHANGE
OF

Monetary Management of New York, Inc.
(Insert name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

Filer’s Name: Norine Nagel c/o Premier Corporate Services

Address: 200 West Adams Street

City, State and Zip Code Chicago, IL 60606

NOTE: This form was prepared by the New York State Department of State. You are not required to use this form. You may draft your own form or use forms available at legal stationery stores. The Department of State recommends that all documents be prepared under the guidance of an attorney. The certificate must be submitted with a $30 filing fee.

For Office Use Only

EX-3.28(B)

Exhibit 3.28(b)

MONETARY MANAGEMENT OF NEW YORK, INC.

* * * * *

BY — LAWS

* * * * *

ARTICLE I

OFFICES

     Section 1. The office of the corporation shall be located in the County of New York, State of New York.

     Section 2. The corporation may also have offices at such other places both within and without the State of New York as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of shareholders for the election of directors shall be held in the City of New York, State of New York, at such place as may be fixed from time to time by the board of directors.

     Section 2. Annual meetings of shareholders, commencing with the year 1988, shall be held on the second Tuesday of May if not a legal holiday, and if a legal holiday, then, on the next

secular day following, at 11:00 A. M., at which they shall elect by a plurality vote, a board of directors, and transact such other business as may properly be brought before the meeting.

     Section 3. Written or printed notice of the annual meeting stating the place, date and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persona calling the meeting, to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of shareholders may be held at such time and place within or without the State of New York as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president, the board of directors, or the holders of not less than fifty percent of all the shares entitled to vote at the meeting.

     Section 3. Written or printed notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the

date of the meeting, either personally or by mail, by, or at the direction of, the presidents, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. The notice should also indicate that it is being issued by, or at the direction of, the person calling the meeting.

     Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV

QUORUM AND VOTING OF STOCK

     Section 1. A majority of the shareholders, holding shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

     Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the

meeting shall be the act of the shareholders, unless the vote of a greater or lesser number of shares of stock is required by law or the certificate of incorporation.

     Section 3. Each outstanding share of stock having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

     Section 4. The board of directors in advance of any shareholders’ meeting way appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and, on the request of any shareholder entitled to vote thereat, shall appoint one or more inspectors. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by the board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of Inspector at such meeting with strict impartiality and according to the best of his ability.

     Section 5. Whenever shareholders are required or permitted to take any action by vats, such action way be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon.

ARTICLE V

DIRECTORS

     Section 1. The number of directors shall be three. Directors shall be at least eighteen years of age and need not be residents of the State of New York nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, except as hereinafter provided, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have bean elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

     Section 2. Any or all of the directors may be removed, with or without cause, at any time by the vote of the shareholders at a special meeting called for that purpose.

     Any director may be removed for cause by the action of the directors at a special meeting called for that purpose.

     Section 3. Unless otherwise provided in the certificate of incorporation, newly created directorships resulting from an increase in the board of directors and all vacancies occurring in the board of directors, including vacancies caused by removal without cause, may be filled by the affirmative vote of a majority of the board of directors, however, if the number of directors then in office is less than a quorum then such newly created directorships and vacancies may be filled by a vote of a majority of the directors then in office, A director elected to fill a vacancy shall hold office until the next meeting of

shareholders at which election of directors is the regular order of business, and until his successor shall have been elected and qualified. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

     Section 4. The business affairs of the corporation shall be managed by its Board of directors which may exercise all such powers of the corporation and do all sack lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

     Section. 5. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside the State of New York, at such place or places as they may from time to time determine.

     Section 6. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of New York.

     Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such seating shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

     Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

     Section 4. Special meetings of the board of directors may be called by the president on one day’s notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

     Section 5. Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

     Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater or lesser number is required by law or by the certificate of incorporation. The vote of a majority of the directors present an any meeting at which a quorum is present shall be the act of the board of directors, unless the vote of a greater number is required by law or by the certificate of incorporation. If a quorum shall not be present at any meeting of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 7. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

     Section 8. Unless the certificate of incorporation provides otherwise, any action, required or permitted to be taken at a meeting of the directors or a committee thereof may be taken without a meeting if a consent in writing to the adoption of a resolution authorizing the action so taken, shall be signed by

all of the directors entitled to vote with respect to the subject matter thereof.

ARTICLE VII

EXECUTIVE COMMITTEE

     Section 1. The board of directors, by resolution adopted by a majority of the entire board, nay designate, from, among its members, an executive committee and other committees, each consisting of three or more directors, and each of which, to the extent provided in the resolution, shall have all the authority of the board, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

ARTICLE VIII

NOTICES

     Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be

deposited in the United States mail. Notice to directors may also be given by telegram.

     Section 2. Whenever any notice of a meeting is required to be given under the provisions of the statutes or under the provisions of the certificate of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled, to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving o£ such notice.

ARTICLE IX

OFFICERS

     Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

     Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board.

     Any two or more offices may be held by the same person, except the offices of president and secretary. When all the issued and outstanding stock of the corporation is owned by one person, such person may hold all or any combination of offices.

     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers

and perform such duties as shall be determined from time to time by the board of directors.

     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

     Section 7. He shall execute bonds, mortgages and other contracts requiring a seal under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

     Section 8. The vice-president or, if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

     Section 10. The assistant secretary or, if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

     Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

     Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement removal from office, of all

books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

     Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES FOR SHARES

     Section 1. The shares of the corporation shall be represented by certificates or shall be uncertified. Certificates shall be signed by the chairman or vice-chairman of the board or the president or a vice-president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the corporation and may be sealed with the seal of the corporation or a facsimile thereof.

     When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences, and limitations of the shares of each class authorized to be issued and, if the corporation is

authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed and the authority of the board of directors to designate and fix the relative rights, preferences and limitations of other series.

     Within a reasonable time after the issuance or transfer of any uncertificated shares there shall be sent to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to paragraphs (b) and (c) of Section 508 of the New York Business Corporation Law.

     Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall nave ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue.

LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the

issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

FIXING RECORD DATE

     Section 5. For the purpose of determining shareholders entitled to notice, of or to vote at any meeting of shareholders, or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten ‘days before the date of any meeting nor more than fifty days prior to any other action. When a determination of shareholders of record

entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless, the board fixes a new record, date for the adjourned meeting.

REGISTERED SHAREHOLDERS

     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other parson, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of New York.

LIST OF SHAREHOLDERS

     Section 7. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

     Section 1. Subject to the provisions of the certificate of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in shares of the capital stock or in the corporation’s bonds or its property, including the shares or bonds of other, corporations subject to any provisions of law and of the certificate of incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends each sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

     Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

     Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, New York”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

     Section 1. These by-laws may be amended or repealed or new by-laws may be adopted at any regular or special meeting of shareholders at which a quorum is present or represented, by the vote of the holders of shares entitled to vote in the election of any directors, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting. These by-laws may also be amended or repealed or new by-laws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board. If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the by-law so adopted, amended or repealed, together

with precise statement of the changes made. By-laws adopted by the board of directors may be amended or repealed by the shareholders.

EXHIBIT “A”
TO
MONETARY MANAGEMENT OF NEW YORK, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 of 4)

Article II, Section 1, is amended as follows:

Section 1. The annual meeting of the stockholders of the corporation for election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date and time and at such place, in or outside the State of New York, as may be determined by the Board of Directors.

Article II, Section 2, is amended as follows:

Section 2. Written or printed notice of the annual meeting, slating the place, date and hour of the meeting shall be delivered hot less than ten nor more than fifty days before the date of the meeting, either personally or by mail in a postage paid envelope, to each shareholder of record entitled to vote.

Article III, Section 2, is amended as follows:

Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the Chief Executive Officer, or in his absence the President, if any, the Board of Directors, or the holders of not less than fifty percent of all shares entitled to vote at the meeting.

Article VI, Section 4, is amended as follows:

Section 4. Special meetings of the Board of Directors may be called by the Chief Executive Officer, or in his absence the President, if any, on one day’s notice to each director, either personally or my mail or by telegram; special meetings may be called in like manner by the Chief Executive Officer or President, if any, or Secretary in like manner and on like notice on the written request of two directors.

Article VII, Section 1, First Sentence, is amended as follows:

The Board of Directors, by resolution adopted by a majority of the entire board, may designate, from among its members, an executive committee and other committees, each consisting of two or more directors, and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except as otherwise required by law.

The remainder of this section remains unchanged.

EXHIBIT “A”
TO
MONETARY MANAGEMENT OF NEW YORK, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 of 4)

Article IX, Section 1, is amended as follows:

Section 1. The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, Executive Vice President, Chief Financial Officer, Senior Vice President and Secretary. Any two or more offices may be held by the same person.

Article IX, Section 2, is amended as follows:

Section 2. The Board of Directors at its first meeting after each annual meeting of shareholders shall choose officers.

Article IX, Section 3, is amended as follows:

Section 3 — The board of directors may appoint such other officers as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Article IX, Section 6, is amended as follows:

The CHAIRMAN

Section 6. The Chairman shall preside at all meetings of the shareholders and the Board of Directors and shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall perform such other duties and have such powers as the Board of Directors may from time to time prescribe.

Article IX, is amended by adding:

THE CHIEF EXECUTIVE OFFICER

Section 6(a). The Chief Executive Officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect, subject to the direction of the Chairman of the Board, if any, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

The Chief Executive Officer shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed ad except where the signing and execution thereof still be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

EXHIBIT “A”
TO
MONETARY MANAGEMENT OF NEW YORK, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 3 of 4)

Article IX, Section 7, is amended as follows:

THE PRESIDENT

The President, if any, in the absence of the Chief Executive-Officer, or in the event of his death, inability or refusal to act; the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as may be delegated to him by the Board of Directors or Chief Executive Officer.

Article IX, Sections 11-14, are amended as follows:

THE CHIEF FINANCIAL OFFICER

Section 11. The Chief Financial Officer shall have the custody of the corporate funds and securities: shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

Section 12. The Chief Financial Officer shall disburse the funds as may be ordered by the Board of Directors, taking, proper vouchers for such disbursements, and shall rented to the Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Chief Financial Officer and of the financial condition of the Corporation

Section 13. If required by the Board of Directors, the Chief Financial Officer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Chief Financial Officer, and for the restoration to the Corporation, in the case of the Chief Financial Officer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Chief Financial Officer belonging to the Corporation

Section 14 is deleted in its entirety.

EXHIBIT “A”
TO
MONETARY MANAGEMENT OF NEW YORK, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 4 of 4)

Article X, Section 1, First Paragraph, is amended as follows:

The shares of the Corporation shall be represented by certificates or shall be uncertificated. Certificates shall be signed by the Chairman or Vice-Chairman of the Board or the Chief Executive Officer or the President or a Vice-President and the Secretary or an Assistant Secretary of the Chief Financial Officer of the Corporation and may be sealed with the seal of the Corporation or a facsimile thereof:

The remainder of this section remains unchanged.

Article XI, Section 6, is amended as follows:

Section 6. The Chairman, the Chief Executive Officer and President may execute bonds, mortgages and other contracts under the seal of the Corporation, or otherwise, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation

EX-3.29(A)

Exhibit 3.29(a)

ARTICLES OF INCORPORATION	FILED
OF	JAN 21 2000
moneymart.com, INC.	Utah Div. Of Corp. & Comm. Code SRG

We, the undersigned, persons acting as incorporators under the Utah Revised Business Corporation Act, adopt the following Articles of Incorporation for such Corporation:

Article I.

The name of the corporation is moneymart.com, Inc.

Article II.

The purpose or purposes for which the corporation is organized is to engage in and do any lawful act concerning any and all lawful business for which corporations may be organized under the Utah Business Corporation Act and any amendments thereto.

Article III.

The corporation shall have the authority to issue One Hundred (100) shares of stock which stock shall be one class only, which shall be common stock. The common stock shall have the rights provided in the Utah Revised Business Corporation Act.

Article IV.

The address of the corporation’s initial registered office shall be

50 West Broadway
Salt Lake City, Utah 84101 (Salt Lake County)

The corporation’s initial registered agent at such address shall be:

C T Corporation System

I hereby acknowledge and accept appointment as corporation, registered agent:

TARA COFER
 

/s/ Tara Cofer  

Special Assistant Secretary 

Article V.

The name and address of the incorporator is:

Abid Tadkod
1436 Lancaster Avenue
Berwyn, PA 19312

IN WITNESS WHEREFORE, I, Abid Tadkod, have executed these Articles of Incorporation in duplicate this 12 day of January, 2000, and say:

That I am the incorporator herein; that I have read the above and foregoing Articles of Incorporation; know the contents thereof and that the same is true to the best of my knowledge and belief, accepting as to matters herein alleged upon information and belief and as to those matters they believe to be true.

/s/ Abid Tadkod  

Abid Tadkod, Incorporator 

State of Utah
Department of Commerce
Division of Corporations and Commercial Code
I hereby certified that the foregoing has been
[Illegible]
and approved on this 9, day of May 2002
in this office of this Division and hereby issue
this Certificate thereof.

Examiner RNW Date 05/13/02

	/s/ Kattey Berg
Stamp	Kattey Berg
	Division Direvtor

AMENDMENT

ARTICLES OF AMENDMENT
- of -
MONEYMART.COM, INC.

     The undersigned hereby certifies pursuant to UCA § 16-10-a-1006:

     FIRST: The name of the Corporation is MONEYMART.COM, INC.

     SECOND: Article I of the Articles of Incorporation of the Corporation is hereby amended in its entirety to read as follows:

Article I.

     The name of the corporation is Money Mart Express, Inc.

     THIRD: Articles VI and VII are hereby added to the Articles of Incorporation as follows:

Article VI.

     The Corporation shall, to the fullest extent permitted by UCA § 16-10a-901 et seq., as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said law from and against any and all of the expenses, liabilities or other matters referred to in or covered by said law. The indemnification, provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. The indemnification provided for herein shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.

Article VII.

     The personal liability of a director to the Corporation or its shareholders monetary damages for breach of duty as a director is hereby eliminated, but such limitation shall not apply to (a) the amount of a financial benefit received by a director to which he is not entitled; (b) an intentional infliction of harm on the Corporation or the shareholders; (c) a violation of UCA § 16-10a-842; provided, however, that this provision shall not be construed to limit or preclude the liability of a director for

Date:                       05/10/2002
Receipt Number:   572511
Amount Paid:        $25.00

Stamp

any act or omission occurring prior to the effective date hereof.

     FIFTH: This amendment was adopted effective May 9, 2002 by written consent of the Corporation’s sole shareholder (the holder of 100 shares) pursuant to UCA § 16-10a-704.

     In Witness Whereof, under penalties of perjury, I declare that these Articles of Amendment have been examined by me and are, to the best of my knowledge and belief, true, correct and complete, as of May 9, 2002.

/s/ Hilary B. Miller  

HILARY B. MILLER 

Secretary 

[Illegible]

-2-

EX-3.29(B)

Exhibit 3.29(b)

BYLAWS

OF

moneymart.com, Inc.

ARTICLE I

SHAREHOLDERS

1. Annual Meeting

     A meeting of the shareholders shall be held annually for the election of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors, but in no event later than 100 days after the anniversary of the date of incorporation of the Corporation.

2. Special Meetings

     Special meetings of the shareholders may be called by the Board of Directors, Chairman of the Board or President shall be called by the Board upon the written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be called. Such request shall state the purpose or purposes of the proposed meeting. At such special meetings the only business which may be transacted is that relating to the purpose or purposes set forth in the notice thereof.

3. Place of Meetings

     Meetings of the shareholders shall be held at such place within or outside of the State of Utah as may be fixed by the Board of Directors. If no place is so fixed, such meetings shall be held at the principal office of the Corporation.

4. Notice of Meetings

     Notice of each meeting of the shareholders shall be given in writing and shall state the place, date and hour of the meeting and the purpose or purposes for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting.

     If, at any meeting, action is proposed to be taken which, if taken, would entitle objecting shareholders to receive payment for their shares, the notice shall include a statement of that purpose and to that effect.

     A copy of the notice of each meeting shall be given, personally or by first class mail, not less than ten nor more than fifty days before the date of the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to have been given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of the shareholders, or, if he shall have filed with the Secretary of the Corporation a written request that notices to him or her be mailed to some other address, then directed to him at such other address.

     When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new

record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice under this Section 4.

5. Waiver of Notice

     Notice of a meeting need not be given to any shareholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the tack of notice of such meeting, shall constitute a waiver of notice by him or her.

6. Inspectors of Election

     The Board of Directors, in advance of any shareholders’ meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and on the request of any shareholder entitled to vote thereat shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment in advance of the meeting by the Board or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of such inspector at such meeting with strict impartiality and according to the best of his ability.

     The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote at the meeting, count and tabulate all votes, ballots or consents, determine the result thereof, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting, or of any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and shall execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of any vote certified by them.

7. List of Shareholders at Meetings

     A list of the shareholders as of the record date, certified by the Secretary or any Assistant Secretary or by a transfer agent, shall be produced at any meeting of the shareholders upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or the person presiding thereat, shall require such list of the shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

8. Qualification of Voters

     Unless otherwise provided in the Certificate of Incorporation, every shareholder of record shall be entitled at every meeting of the shareholders to one vote for every share standing in its name on the record of the shareholders.

     Treasury shares as of the record date and shares held as of the record date by another domestic or foreign corporation of any kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held as of the record date by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.

     Shares held by an administrator, executor, guardian, conservator, committee or other fiduciary, other than a trustee, may be voted by such fiduciary, either in person or by proxy, without the transfer of such shares

2

into the name of such fiduciary. Shares held by a trustee may be voted by him or her, either in person or by proxy, only after the shares have been transferred into his name as trustee or into the name of his nominee.

     Shares standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the bylaws of such corporation may provide, or, in the absence of such provision, as the board of directors of such corporation may determine.

     No shareholder shall sell his vote, or issue a proxy to vote, to any person for any sum of money or anything of value except as permitted by law.

9. Quorum of Shareholders

     The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote at any meeting of the shareholders shall constitute a quorum at such meeting for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified item of business.

     When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

     The shareholders who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum.

10. Proxies

     Every shareholder entitled to vote at a meeting of the shareholders, or to express consent or dissent without a meeting, may authorize another person or persons to act for him by proxy.

     Every proxy must be signed by the shareholder or its attorney. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

     The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy, unless before the authority is exercised written notice of an adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary.

11. Vote or Consent of Shareholders

     Directors, except as otherwise required by law, shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election.

     Whenever any corporate action, other than the election of directors, is to be taken by vote of the shareholders, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

     Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. Written consent thus given by the holders of all outstanding shares entitled to vote shall have the same effect as an unanimous vote of shareholders.

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12. Fixing The Record Date

     For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be less than ten nor more than fifty days before the date of such meeting, nor more than fifty days prior to any other action.

     When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

ARTICLE II

BOARD OF DIRECTORS

1. Power of Board and Qualification of Directors

     The business of the Corporation shall be managed by the Board of Directors. Each director shall be at least eighteen years of age.

2. Number of Directors

     The number of directors constituting the entire Board of Directors shall be the number, not less than three nor more than ten, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however, that no decrease shall shorten the term of an incumbent director, and provided further that if all of the shares of the Corporation are owned beneficially and of record by less than three shareholders, the number of directors may be less than three but not less than the number of shareholders. Until otherwise fixed by the directors, the number of directors constituting the entire Board shall be one.

3. Election and Term of Directors

     At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting and unfit their successors have been elected and qualified or until their death, resignation or removal in the manner hereinafter provided.

4. Quorum of Directors and Action by the Board

     A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and, except where otherwise provided herein, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.

     Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

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5. Meetings of the Board

     An annual meeting of the Board of Directors shall be held in each year directly after the annual meeting of shareholders. Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time upon the call of the President or any two directors.

     Meetings of the Board of Directors shall be held at such places as may be fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings. If no place is so fixed, meetings of the Board shall be held at the principal office of the Corporation. Any one or more members of the Board of Directors may participate in meetings by means of a conference telephone or similar communications equipment.

     No notice need be given of annual or regular meetings of the Board of Directors. Notice of each special meeting of the Board shall be given to each director either by mail not later than noon, Delaware time, on the third day prior to the meeting or by telegram, written message or orally not later than noon, Delaware time, on the day prior to the meeting. Notices are deemed to have been properly given if given: by mail, when deposited in the United States mail; by telegram at the time of filing; or by messenger at the time of delivery. Notices by mail, telegram or messenger shall be sent to each director at the address designated by him for that purpose, or, if none has been so designated, at his last known residence or business address.

     Notice of a meeting of the Board of Directors need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to any director.

     A notice, or waiver of notice, need not specify the purpose of any meeting of the Board of Directors.

     A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall be given, in the manner described above, to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

6. Resignations

     Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.

7. Removal of Directors

     Any one or more of the directors may be removed for cause by action of the Board of Directors. Any or all of the directors may be removed with or without cause by vote of the shareholders.

8. Newly Created Directorships and Vacancies

     Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason except the removal of directors by shareholders may be filled by vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring as a result of the removal of directors by shareholders shall be filled by the shareholder. A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.

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9. Executive and Other Committees of Directors

     The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees each consisting of three or more directors and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters: (a) the submission to shareholders of any action that needs shareholders’ approval; (b) the filling of vacancies in the Board or in any committee; (c) the fixing of compensation of the directors for serving on the Board or on any committee; (d) the amendment or repeal of the bylaws, or the adoption of new bylaws; (e) the amendment or repeal of any resolution of the Board which, by its term, shall not be so amendable or repeatable; or (f) the removal or indemnification of directors.

     The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.

     Unless a greater proportion is required by the resolution designating a committee, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present, shall be the act of such committee.

     Each such committee shall serve at the pleasure of the Board of Directors.

10. Compensation of Directors

     The Board of Directors shall have authority to fix the compensation of directors for services in any capacity.

11. Interest of Directors in a Transaction

     Unless shown to be unfair and unreasonable as to the Corporation, no contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any other corporation, firm, association or other entity in which one or more of the directors are directors or officers, or are financially interested, shall be either void or voidable, irrespective of whether such interested director or directors are present at a meeting of the Board of Directors, or of a committee thereof, which authorizes such contract or transaction and irrespective of whether his or their votes are counted for such purpose. In the absence of fraud any such contract and transaction conclusively may be authorized or approved as fair and reasonable by: (a) the Board of Directors or a duly empowered committee thereof, by a vote sufficient for such purpose without counting the vote or votes of such interested director or directors (although such interested director or directors may be counted in determining the presence of a quorum at the meeting which authorizes such contract or transaction), if the fact of such common directorship, officership or financial interest is disclosed or known to the Board or committee, as the case may be; or (b) the shareholders entitled to vote for the election of directors, if such common directorship, officership or financial interest is disclosed or known to such shareholders.

     Notwithstanding fee foregoing, no loan, except advances in connection with indemnification, shall be made by the Corporation to any director unless it is authorized by vote of the shareholders without counting any shares of the director who would be the borrower or unless the director who would be the borrower is the sole shareholder of the Corporation.

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ARTICLE III

OFFICERS

1. Election of Officers

     The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect a President, a Secretary, and a Treasurer, and from time to time may elect or appoint such other officers as it may determine. Any two or more offices may be held by the same person, except that the same person may not hold the offices of President and Secretary unless the person is the sole shareholder of the Corporation and holding of said offices of President and Secretary by such person is permitted under applicable law. The Board of Directors may also elect one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers.

2. Other Officers

     The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

3. Compensation

     The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

4. Term of Office and Removal

     Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer, his term of office shall extend to and expire at the meeting of the Board following the next annual meeting of shareholders. Any officer may be removed by the Board with or without cause, at any time. Removal of an officer without cause shall be without prejudice to his contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights.

5. President

     The President shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall also preside at all meetings of the shareholders and the Board of Directors.

     The President stall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

6. Vice Presidents

     The Vice Presidents, in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe.

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7. Secretary and Assistant Secretaries

     The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary’s signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

     The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of such designation then in the order of their election, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

8. Treasurer and Assistant Treasurers

     The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

     The Treasurer shall disburse the funds as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

     If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer, and for the restoration to the Corporation, in the case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Corporation.

     The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of such designation, then in the order of their election, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

9. Books and Records

     The Corporation shall keep: (a) correct and complete books and records of account; (b) minutes of the proceedings of the shareholders, Board of Directors and any committees of directors; and (c) a current list of the directors and officers and their residence addresses. The Corporation shall also keep at its office in the State of Delaware or at the office of its transfer agent or registrar in the State of Delaware, if any, a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.

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     The Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts, books, records or other documents of the Corporation shall be open to inspection, and no creditor, security holder or other person shall have any right to inspect any accounts, books, records or other documents of the Corporation except as conferred by statute or as so authorized by the Board.

10. Checks, Notes, etc.

     All checks and drafts on, and withdrawals from the Corporation’s accounts with banks or other financial institutions, and all bills of exchange, notes and other instruments for the payment of money, drawn, made, endorsed, or accepted by the Corporation, shall be signed on its behalf by the person or persons thereunto authorized by, or pursuant to resolution of, the Board of Directors.

ARTICLE IV

CERTIFICATES AND TRANSFERS OF SHARES

1. Forms of Share Certificates

     The share of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. The shares may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificates shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.

     Each certificate representing shares issued by the Corporation shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class of shares, if more than one, authorized to be issued and the designation, relative rights, preferences and limitations of each series of any class of preferred shares authorized to be issued so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series.

     Each certificate representing shares shall state upon the face thereof; (a) that the Corporation is formed under the laws of the State of Delaware; (b) the name of the person or persons to whom issued; and (c) the number and class of shares, and the designation of the series, if any, which such certificate represents.

2. Transfers of Shares

     Shares of the Corporation shall be transferable on the record of shareholders upon presentment to the Corporation of a transfer agent of a certificate or certificates representing the shares requested to be transferred, with proper endorsement on the certificate or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require.

3. Lost, Stolen or Destroyed Share Certificates

     No certificate for shares of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or wrongfully taken, except, if and to the extent required by the Board of Directors upon: (a) production of evidence of loss, destruction or wrongful taking; (b) delivery of a bond indemnifying the

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Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate; (c) payment of the expenses of the Corporation and its agents incurred in connection with the issuance of the new certificate; and (d) compliance with other such reasonable requirements as may be imposed.

ARTICLE V

INDEMNIFICATION

1. Indemnification in Actions, Suits or Proceedings Other Than Those by or in the Right of the Corporation

     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner which such person reasonably believed to fee in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful.

     The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful.

2. Indemnification in Actions, Suits or Proceedings by or in the Right of the Corporation

     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director of officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interest of the Corporation. No such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

     The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a

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judgment in its favor by reason of the fact that such person is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation. No such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

3. Authorization of Indemnification

     Any indemnification under this Article VI shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person or persons have met the applicable standard of conduct set forth in Sections 1 and 2 hereof. Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders.

4. Advancement of Expenses

     The Corporation may advance expenses (including attorneys’ fees) incurred by a director or officer in advance of the final disposition of such action, suit or proceeding upon the receipt of an undertaking by or on behalf of the director of officer to repay such amount if it shall ultimately be determined that such director or officer is not entitled to indemnification. The Corporation may advance expenses (including attorneys’ fees) incurred by an employee or agent in advance of the final disposition of such action, suit or proceeding upon such terms and conditions, if any, as the Board of Directors deems appropriate.

5. Claims

     If a claim for indemnification or payment of expenses under this Article 5 is not paid within 60 days after a written claim therefor is received by the Corporation, the claimant may recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting the claim. In any such action, the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

6. Insurance

     The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article.

7. Stockholder Suits, Attorneys’ Fees

     No stockholder shall bring any action or lawsuit against the Corporation, any of its subsidiaries or its affiliates, or any officer or director thereof (in their respective capacities), unless such stockholder and any person controlling such stockholder shall have entered into a written agreement with the Corporation, reasonably satisfactory to it, requiring the losing party, and any person controlling the stockholder, if the stockholder shall be the losing party, to pay to the prevailing party the attorneys’ fees and expenses incurred by the prevailing party in such action. As used in this provision, the term “person” shall have the same meaning given it in Section 13(d) of

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the Securities Exchange Act of 1934 (“Exchange Act”), and the terms “affiliate” and “controlling” shall have the same meanings given them in Rule 12b-2 under the Exchange Act.

ARTICLE VI

OTHER MATTERS

1. Corporate Seal

     The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.

2. Fiscal Year

     The fiscal year of the Corporation shall be the twelve months ending December 31st, or such other period as may be fixed by the Board of Directors.

3. Amendments

     Bylaws of the Corporation may be adopted, amended or repealed by vote of the holders of the shares at the time entitled to vote in the election of any directors. Bylaws may also be adopted, amended or repealed by the Board of Directors, but any bylaws adopted by the Board may be amended or repeated by the shareholders entitled to vote thereon as herein above provided.

     If any bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the bylaw so adopted, amended or repealed, together with a concise statement of the changes made.

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EXHIBIT “A”
TO
MONEY MART EXPRESS, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 of 3)

Article I, Section 1, is amended as follows:

1. Annual Meeting

The annual meeting of the shareholders of she corporation for election of directors and for the transaction of such other business as may properly come before the meeting shall be held as such date and time and at such place, in or outside the State of Oklahoma, as may be determined by the Board of Directors.

Article I, Section 2, Line 1, is amended as follows:

Special meetings of the shareholders may be called by the Board of Directors, Chairman of the Board, Chief Executive Officer, or in his absence, the President, if any; and shall be called by the Board upon written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be called.

The remainder of this section remains unchanged.

Article II, Section 2, is amended as follows:

2. Number of Directors

The number of directors constituting the entire Board of Directors shall be the number not less than two nor more than ten, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however; that no decrease shall shorten the term of an incumbent director, and provided further that if all of the shares of the Corporation are beneficially and of record by less than two shareholders, the number of directors may be less than two but not less than the number of shareholders.

Article II, Section 5, First Paragraph, Third Sentence is amended as follows:

Special meetings of the Board may be held at any time upon the call of the Chief Executive Officer, or in his absence the President, if any, or any two directors.

The remainder of this section remains unchanged.

EXHIBIT “A”
TO
MONEY MART EXPRESS, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 of 3)

Article II, Section 9, is amended as follows:

By replacing the term “three” with the term “two”. The remainder of this section remains unchanged.

Article III, Section 1, is amended as follows:

1. Officers

The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, Executive Vice President, Chief Financial Officer, Senior Vice President and Secretary. Any two or more, offices may be held by the same person. The board of directors may appoint such other officers as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Article III, Section 5, is amended as follows:

5. Chief Executive Officer

The Chief Executive Officer of the Corporation shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall also preside at all meetings of the shareholders and the Board of Directors.

The Chief Executive Officer shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Beard of Directors to some other officer or agent of the Corporation.

Article III, is amended by adding:

5(a). President

The President, if any, in the absence of the Chief Executive Officer, or in the event of his death, inability or refusal to act; the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as may be delegated to him by the Board of Directors or Chief Executive Officer.

EXHIBIT “A”
TO
MONEY MART EXPRESS, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 3 of 3)

Article III, Section 8, is amended as follows:

8. Chief Financial Officer

The Chief Financial Officer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipt; and disbursements in books belonging to the corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

The Chief Financial Officer shall disburse the funds as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall rented to the Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Chief Financial Officer and of the financial condition of the Corporation.

If required by the Board of Directors, the Chief Financial Officer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Chief Financial Officer, and for the restoration to the Corporation, in the case of the Chief Financial Officer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Chief Financial Officer belonging to the Corporation.

Article IV, First Paragraph, First Sentence, if amended as follows:

The shares of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the Chief Executive Officer or President or a Vice-President and the Secretary or an Assistant Secretary or the Chief Financial Officer.

The remainder of this Section remains unchanged.

EX-3.30(A)

Exhibit 3.30 (a)

Certified Copy
CORPORATE ACCESS NUMBER: 2010545651

BUSINESS CORPORATIONS ACT

CERTIFICATE

OF

INCORPORATION

MONEY CARD CORP.
WAS INCORPORATED IN ALBERTA ON 2003/06/27.

Certified Copy

Articles of Incorporation
For
MONEY CARD CORP.

Share Structure:	AN UNLIMITED NUMBER OF SHARES
Share Transfers Restrictions:	AS PER ATTACHED SCHEDULE “A”
Number of Directors:
Min Number of Directors:	1
Max Number of Directors:	7
Business Restricted To:	NONE
Business Restricted From:	NONE
Other Provisions:	AS PER ATTACHED SCHEDULE “BY”

Registration Authorized By:	NORMAN J.K. BISHOP
	SOLICITOR

SCHEDULE “A”

ARTICLES OF INCORPORATION

OF

MONEY CARD CORP.

RESTRICTIONS ON SHARE TRANSFERS

1. Subject to the provisions of the Business Corporations Act, Statutes of Alberta, 2000, Chapter B-9, as amended from time to time, (the “Act”) no share of the Corporation shall be transferred by any shareholder (which, for the purposes of this Schedule, includes any executor or administrator of a deceased shareholder or the liquidator of a shareholder which is a corporation) except as provided in this Schedule.

2. Except as provided in Sections 3 and 4 of this Schedule no share of the Corporation shall be transferred by a shareholder except under and subject to the following conditions:

(a)	A shareholder (herein called the “Proposing Transferor”) proposing to transfer any share or shares in the Corporation shall give notice in writing (herein called the “Transfer notice”) to the Corporation of his intention to transfer the said shares.
(b)	The Transfer Notice shall be signed by the Proposing Transferor and shall specify:

(i)	the number and classes of shares the Proposing Transferor proposes to transfer,
(ii)	any conditions subject to which the offer is made,
(iii)	the consideration per share which shall be expressed in lawful money of Canada, if the consideration is money,
(iv)	the cash equivalent consideration per share expressed in Canadian dollars if the consideration is other than Canadian dollars (the “Cash Equivalent Sum”),
(v)	the terms of payment of the purchase consideration,
(vi)	that the Proposing Transferor has received a bona fide offer to purchase the shares for the consideration and upon the terms and subject to the conditions set out in the Transfer Notice,
(vii)	the names and addresses of the person or persons from whom the bona fide offer has been received by the Proposing Transferor,
(viii)	whether or not the Proposing Transferor is willing to sell less than the total number of shares specified in the Transfer Notice. If the Transfer Notice pertains to shares of more than 1 class then the consideration, terms and conditions pertaining to each class shall be

stated separately in the Transfer Notice.

(c)	No Transfer Notice shall be given to the Corporation unless the Proposing Transferor has received a bona fide offer to purchase the shares for lawful money of Canada or for other consideration, and the Proposing Transferor intends to transfer such shares at that price or for such consideration, upon the terms and conditions and to the persons named as specified in the Transfer Notice.
(d)	The Transfer Notice shall constitute an offer by the Proposing Transferor to all other shareholders of the Corporation holding voting shares of the Corporation to sell the shares specified in the Transfer Notice which offer may be accepted by such other shareholders in the manner hereinafter provided.
(e)	The Secretary of the Corporation or such other officer as the Directors may designate shall forthwith upon receipt by the Corporation of the Transfer Notice forward a copy of the Transfer Notice to each holder of voting shares of the Corporation other than the Proposing Transferor.
(f)	If the bona fide offer is for a consideration other than in Canadian dollars, any other shareholder may, within 7 days of receipt of the Transfer Notice serve notice (the “Disagreement Notice”) on the Proposing Transferor and the Corporation that such other shareholder disagrees with the Proposing Transferor’s stated Cash Equivalent Sum as stated in the Transfer Notice and thereupon the Directors of the Corporation shall refer the determination of the Cash Equivalent Sum to arbitration. The Proposing Transferor and the disagreeing shareholder shall each appoint 1 arbitrator and the 2 so appointed shall appoint a third. In all other respects the provisions of the Arbitration Act of Alberta shall apply.
(g)	Upon receipt of a Disagreement Notice within 7 days of receipt of the Transfer Notice, the Secretary or other officer of the Corporation designated by the Directors shall notify all holders of shares of the class or classes of shares referred to in the Transfer Notice that a Disagreement Notice has been received and that the Cash Equivalent Sum will be determined by arbitration. Upon receipt by the Corporation of notice from the arbitrators stipulating their decision regarding the Cash Equivalent Sum, the Secretary or other officer designated by the Directors shall notify all holders of voting shares of the Corporation of the decision of the arbitrators.
(h)	For the purposes of this Schedule the Cash Equivalent Sum, which is the lesser of that stated in the Transfer Notice or as determined by arbitration, shall be substituted for the consideration for the purchase of shares set forth in the Transfer Notice.
(i)	Each holder of voting shares of the Corporation, other than the Proposing Transferor shall be entitled, up to a date (the “First Acceptance Date”) 30 days from the date of the mailing by the Corporation of the Transfer

	Notice, or the mailing by the Corporation of the notice stating the decision of the arbitrators regarding the Cash Equivalent Sum (if the matter is referred to arbitration), to purchase a portion of the shares specified in the Transfer Notice in the proportion in which he already holds voting shares of the Corporation at the price per share or the Cash Equivalent Sum if the terms and subject to the conditions stipulated in the Transfer Notice.
(j)	If, at the close of business on the First Acceptance Date, the other shareholders have not agreed to purchase all the shares being offered to which they are entitled, the Board of Directors may by resolution designate a nominee to purchase the remainder of the shares being offered.
(k)	If, upon the expiration of 10 days from the First Acceptance Date, the other shareholders or a nominee of the Board of Directors have not agreed to purchase any of the shares being offered for sale on the terms and conditions stipulated in the Transfer Notice, then:

(i)

if the Proposing Transferor specified in the transfer Notice that he was not willing to sell less than the total number of shares being offered he may for a period of 90 days after the expiration of the said 10 days sell not less than the total number of shares which have been offered to the person or persons named in the Transfer Notice but not at a lower price nor upon more favourable terms or conditions than those stated in the Transfer Notice and the Proposing Transferor shall give written notice to the Corporation within the said 90-day period that a sale has been completed, and such notice shall include all terms of the sale, or

(ii)

if the Proposing Transferor specified in the Transfer Notice that he was willing to sell less than the total number of shares being offered, such shares as were agreed to be taken by the other shareholders or by the nominee of the Board of Directors shall be sold to them on the terms and conditions set forth in the Transfer Notice and the Proposing Transferor may for a period of 90 days after the expiration of the said 10 days sell no less than such number of shares as were offered but were not taken up by the other shareholders or the nominee of the Board of Directors to the person or persons named in the Transfer Notice but not at a lower price nor upon more favorable terms or conditions than those stated in the Transfer Notice and the Proposing Transferor shall give written notice to the Corporation within the said 90-day period that sales have been completed and such notice shall include all terms of such sales.

(l) A Proposing Transferor may, at his option, serve the Transfer Notice directly on all the holders of the voting shares of the Corporation rather than upon the Corporation and, in such case, the First Acceptance Date shall be 30 days after the date of such mailing of the Transfer Notice or 30 days after

	the date of receipt from the corporation of the notice stating the amount of the Cash Equivalent Sum, whichever is the later date, and all the remaining provisions of this Schedule shall apply mutatis mutandis.
(m)	Any transfer of shares made pursuant to the provisions of this Schedule shall be recorded on the books of the Corporation upon surrender of the certificates representing the shares being transferred and new certificates shall be issued to the transferees and no resolution or consent of Directors shall be required in connection therewith.
(n)	If the Proposing Transferor receives another or further bona fide offer or offers to purchase he may serve a new Transfer Notice upon the Corporation or upon each of the holders of voting shares of the Corporation as aforesaid, but no new Transfer Notice shall supersede or cancel a previous Transfer Notice or any agreement to purchase arising under a previous Transfer Notice pursuant to the provisions of this Section.

3. The provisions as to transfer of shares contained in Section 2 of this Schedule shall not apply if:

(a)	The Proposing Transferor shall obtain written consents to a proposed transfer from all holders of voting shares of the Corporation; and
(b)	Such transfer is completed prior to the expiration of 90 days following the date on which the first such written consent is obtained; and in such case the transfer of shares shall be recorded on the books of the Corporation upon surrender to the Corporation of the certificates representing the shares being transferred together with all such consents as aforesaid and new certificates shall be issued to the transferees, and no resolution or consent of Directors shall be required in connection therewith.
4.	Notwithstanding the provisional of Sections 2 and 3 of this Schedule, shares of the Corporation may be transferred by a Shareholder to another person who is already a shareholder if Such transfer is first consented to by all Directors of the Corporation.

SCHEDULE “B”

ARTICLES OF INCORPORATION

OF

MONEY CARD CORP.

OTHER PROVISIONS

1. The number of shareholders for the time being of the Corporation (exclusive of persons who are in the employment of the Corporation, and persons who, having been formerly in the employment of the Corporation, were, while in such employment and have continued to be after termination of such employment, Shareholders of the Corporation) shall not exceed 50, but where 2 or more persons hold 1 or more shares of the Corporation jointly, they shall, for the purpose of this Section, be treated as a single shareholder.

2. Any invitation to the public to subscribe for Securities of the Corporation is prohibited.

3. The Board of Directors of the Corporation may, without authorization of the shareholders:

(a)	Borrow money on the credit of the Corporation,
(b)	Issue, re-issue, sell or pledge debt obligations of the Corporation, and
(c)	Give a guarantee on behalf of the Corporation to secure performance of an obligation of any person, and
(d)	Mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

EX-3.30(B)

Exhibit 3.30(b)

BY-LAW NO. 1

A By-law relating generally
to the transaction of the
business and affairs of

MONEY CARD CORP.

BISHOP & McKENZIE LLP

BY-LAW NO. 1

TABLE OF CONTENTS

and

BUSINESS CORPORATIONS ACT REFERENCE

	Section		Section
	of By-law	Page	of Act
PART I — INTERPRETATION
Definitions	1.1	1	1
Invalidity of any Provision	1.2	2	—
Conflict of Provisions	1.3	2	—
Headings	1.4	2	—
PART II — CORPORATE MATTERS
Registered Office	2.1	3	20
Records Office	2.2	3	20, 21
Records Office Requirements	2.3	3	20, 21
Address for Service by Mail	2.4	3	20
Corporate Seal	2.5	3	25
Execution of Instruments	2.6	3	—
Authentication	2.7	3	25
Financial Period	2.8	3	—
Banking Arrangements	2.9	3	—

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	Section		Section
	of By-law	Page	of Act
PART III — DIRECTORS
Number of Directors	3.1	4	101,112
Qualification	3.2	4	105
Residence Requirement	3.3	4	105
Election and Term	3.4	4	106
Ceasing to Hold Office	3.5	4	108
Removal of Directors	3.6	4	109
Vacancies	3.7	4	109,111
Remuneration of Directors	3.8	5	125
Powers of the Board	3.9	5	101,102,103
Directors’ Conflict of Interest	3.10	5	120
Reimbursement of Expenses	3.11	5	125
PART IV — PROCEEDINGS OF THE BOARD
Calling of Meetings	4.1	6	—
Place of Meetings	42	6	114
Notice of Meetings	4.3	6	124,255
Waiver of Notice	4.4	6	114,258
Notice of Adjourned Meeting	4.5	7	114
Participation in Meeting by Telephone	4.6	7	114
Presiding at Meeting	4.7	7	—
Quorum for Directors Meetings	4.8	7	114
Resident Canadians Present	4.9	7	114
Exercise of Powers	4.10	7	114
Resolution in Writing	4.11	7	4,117

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	Section		Section
	of By-law	Page	of Act
Votes to Govern	4.12	7	—
PART V — DELEGATION OF AUTHORITY
Managing Director	5.1	8	115
Committees of Directors	5.2	8	115
Agents and Attorneys	5.3	8	—
Procedure of Committees of Directors	5.4	8	—
Voting Rights in Other Bodies Corporate	5.5	8	—
PART VI — OFFICERS
Designation and Appointment	6.1	9	121
Qualification	6.2	9	121
Chairman of the Board	6.3	9	—
President	6.4	9	—
Vice-President	6.5	9	—
Secretary	6.6	9	—
Treasurer	6.7	9	—
Other Officers and Assistants	6.8	10	—
Variation of Powers and Duties	6.9	10	121
Term of Office	6.10	10	—
Terms of Employment and Remuneration	6.11	10	125
Officers’ Conflict of Interest	6.12	10	120
PART VII — LIABILITY AND INDEMNIFICATION
Duty of Care	7.1	11	122
Limitation of Liability	7.2	11	—

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	Section		Section
	of By-law	Page	of Act
Indemnification of Directors and Officers	7.3	11	124
Indemnification of Others	7.4	11	124
Right of Indemnity Not Exclusive	7.5	12	—
Successful Defense	7.6	12	124
Insurance	7.7	12	124
PART VIII — MEETINGS OF SHAREHOLDERS
Place of Meetings	8.1	13	131
Annual Meetings	8.2	13	132
Special Meetings	8.3	13	132
Special Business	8.4	13	134
Notice of Meetings	8.5	13	110, 134, 255
Waiver of Notice	8.6	13	135, 258
List of Shareholders	8.7	14	137
Record Date for Notice	8.8	14	133	(2)
Persons Entitled to be Present	8.9	14	110, 133, 168
Quorum	8.10	14	138
Chairman of Shareholders Meeting	8.11	15	—
Secretary of Shareholders Meeting	8.12	15	—
Scrutineers	8.13	15	—
Proxies	8.14	15	147, 148, 149
Proxy Requirements	8.15	15	148
Time for Deposit of Proxies	8.16	15	148
Revocation of Proxies	8.17	16	148

-v-

	Section		Section
	of By-law	Page	of Act
Joint Holders	8.18	16	139
Voting at a Shareholders Meeting	8.19	16	140
Voting by Show of Hands	8.20	16	—
Right to Vote by Ballot	8.21	16	140
Voting by Ballot	8.22	16	—
Participation in Meeting by Telephone	8.23	17	131
Adjournment	8.24	17	134
Resolution in Writing	8.25	17	4,141
PART IX — DIVIDENDS
Dividends	9.1	18	43,44
Dividend Cheques	9.2	18	—
Record Date for Dividends	9.3	18	133
Non-Receipt of Cheques	9.4	18	—
Unclaimed Dividends	9.5	18	—
PART X — REGISTRATION AND TRANSFER
Securities Register	10.1	19	49
Share Certificates	10.2	19	48
Allotment	10.3	19	27,31
Commissions	10.4	19	42
Registration of Transfer	10.5	19	68,75,76
Non-Recognition of Trusts	10.6	20	50
Joint Holders	10.7	20	48
Deceased Securityholder, etc.	10.8	20	50,76
Replacement of Security Certificate	10.9	21	79

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	Section		Section
	of By-law	Page	of Act
PART XI — NOTICES
Method of Giving Notice	11.1	22	255
Effective Notice	11.2	22	255
Notice of Directors Meetings	11.3	22	255
Notice of Shareholders Meeting	11.4	22	134
Notice of Special Resolution	11.5	22	134
Undelivered Notice	11.6	22	255
Notice to Joint Holders	11.7	23	—
Computation of Time	11.8	23	Interpretation Act
Waiver of Notice	11.9	23	258
Signature on Notice	11.1	23	—

PART I — INTERPRETATION

1.1 Definitions — In the By-laws of the Corporation, including this By-law, unless the context otherwise requires:

(a)	“Act” means the Business Corporations Act, Statutes of Alberta, 2000, Chapter B-9 as amended from time to time, and any statute that may be substituted therefore as amended from time to time;
(b)	“articles” means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution and articles of revival as the case may be of the Corporation, and includes an amendment to any of them;
(c)	“Board” means the board of directors of the Corporation;
(d)	“By-laws” means this by-law and all other by-laws of the Corporation from time to time in force;
(e)	“Corporation” means the corporation named in this By-law;
(f)	“director” means a director of the Corporation;
(g)	“ordinary resolution” means a resolution

(i)	passed by a majority of the votes cast by the Shareholders who voted in respect of that resolution, or
(ii)	signed by all the Shareholders entitled to vote on that resolution;

(h)	“Shareholder” means a shareholder of the Corporation;
(i)	“special resolution” means a resolution passed by a majority of not less than two-thirds of the votes cast by the Shareholders who voted in respect of that resolution, or signed by all the Shareholders entitled to vote on that resolution;
(j)	“unanimous shareholder agreement” means

(i)	a written agreement to which all the Shareholders are or are deemed to be parties, whether or not any other person is also a party, or
(ii)	a written declaration by a person who is the beneficial owner of all the issued shares of the Corporation

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	that provides for any of the matters enumerated in Section 140 of the Act;
(k)	words and expressions defined in the Act shall have the same meanings when used in the By-laws, unless specifically defined in the By-laws;
(l)	words importing number shall include both the plural and the singular and words importing gender shall include the masculine, feminine and neuter genders.

1.2 Invalidity of any Provision — The invalidity of any provision of the By-laws shall not affect the validity of the remaining provisions of the By-laws.

1.3 Conflict of Provisions — If any of the provisions of the By-laws are in conflict with the provisions of the Act, a unanimous shareholder agreement or the articles then the provisions of the Act, the unanimous shareholder agreement or the articles shall prevail.

1.4 Headings — The headings used in the By-laws and Table of Contents are inserted for convenience of reference and shall not affect the construction or interpretation of the By-laws.

-3-

PART II — CORPORATE MATTERS

2.1 Registered Office — The Corporation shall at all times have a registered office within Alberta at such address as the Board may from time to time determine.

2.2 Records Office — The Corporation may have a separate records office within Alberta at such address as the Board may from time to time determine but unless the Board designates a separate records office the registered office of the Corporation shall also be its records office.

2.3 Records Office Requirements — The Corporation shall prepare and maintain at its records office records required under Section 20 of the Act.

2.4 Address for Service by Mail — The Board may from time to time designate a post office box within Alberta as the address of the Corporation for service by mail but such address shall not be designated as the Corporation’s records office or registered office.

2.5 Corporate Seal — The Board may adopt and change a corporate seal which shall contain the name of the Corporation, and the Board may cause to be created as many duplicates thereof as the Board shall determine and the Board may adopt a facsimile thereof for use in any other jurisdiction outside Alberta that complies with the laws of that jurisdiction.

2.6 Execution of Instruments — The Board may from time to time authorize any director or officer or any other person or persons on behalf of the Corporation to sign and deliver either contracts, documents or instruments in writing generally, or to sign manually or by facsimile signature and deliver specific contracts, documents or instruments in writing and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or act.

2.7 Authentication — Any document requiring authentication by the Corporation may be signed by a director or the Secretary or other officer authorized by the Board and need not be under its corporate seal.

2.8 Financial Period —The financial period of the Corporation shall end on such date as is from time to time fixed by the Board.

2.9 Banking Arrangements — The banking business of the Corporation, or any part thereof, shall be transacted with such banks, trust companies or other financial institutions as the Board may designate, appoint or authorize from time to time and all such banking business, or any part thereof, shall be transacted on the Corporation’s behalf by such one or more officers and/or other persons as the Board may designate, direct or authorize from time to time and to the extent so authorized.

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PART III — DIRECTORS

3.1 Number of Directors — Subject to the provisions of the articles or of a unanimous shareholder agreement, the number of directors constituting the Board shall be determined from time to time by ordinary resolution of the Shareholders.

3.2 Qualification — No person shall be qualified to be a director if he is less than 18 years of age, if he is not an individual, if he has the status of bankrupt, or if he is disqualified under the Act, but a director need not be a Shareholder.

3.3 Residence Requirement — At least half of the directors shall be resident Canadians.

3.4 Election and Term — The Shareholders shall, by ordinary resolution at the first meeting of Shareholders and at each succeeding annual meeting, elect directors to hold office for a term expiring at the close of the next annual meeting of the Shareholders following the election; provided that if an election of directors is not held at a meeting of Shareholders, the incumbent directors continue in office until their successors are elected.

3.5 Ceasing to Hold Office — A director ceases to hold office:

(a)	when he dies;
(b)	when he resigns, in which event such resignation becomes effective at the time a written resignation is sent to the Corporation or at the time specified in the written resignation, whichever is later;
(c)	when he is removed from office in accordance with the provisions of the Act; or
(d)	when he becomes disqualified.

3.6 Removal of Directors — Subject to the provisions of the articles or of a unanimous shareholders agreement, the Shareholders of the Corporation may by ordinary resolution at a special meeting remove any director or directors from office.

3.7 Vacancies — Subject to the provisions of a unanimous shareholder agreement, the Shareholders may by ordinary resolution fill any vacancy on the Board and, in the case of a vacancy in the Board resulting otherwise than from an increase in the number or minimum number of directors or from a failure to elect the number or minimum number of directors required by the articles, a quorum of the Board by resolution of the Board may fill a vacancy in the Board.

-5-

3.8 Remuneration of Directors — Subject to the articles, the By-laws or any unanimous shareholder agreement, the directors of the Corporation may fix the remuneration of the directors, officers and employees of the Corporation.

3.9 Powers of the Board —

(a)	The directors shall manage the business and affairs of the Corporation.
(b)	The Board may, without authorization of the Shareholders,

(i)	borrow money on the credit of the Corporation,
(ii)	issue, reissue, sell or pledge debt obligations of the Corporation,
(iii)	subject to the provisions of the Act, give a guarantee on behalf of the Corporation to secure performance of an obligation by any person, and
(iv)	mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation owned or subsequently acquired, to secure any obligation of the Corporation.

(c)	The Board may by resolution delegate the powers referred to in subsection (b) of this section to a director, a committee of directors or an officer of the Corporation.
(d)	Subject to the provisions of the Act, the Board may by resolution make, amend or repeal any By-law.

3.10 Directors’ Conflict of Interest — A director who is a party to, or is a director or an officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the Corporation, shall disclose his interest to the Corporation at the time and in the manner provided in the Act; and a director who is a party to or has an interest in a material contract or proposed material contract as aforesaid shall not vote on any resolution to approve the contract except as permitted by the Act and shall otherwise comply in all respects with the provisions of the Act.

3.11 Reimbursement of Expenses — The directors shall be entitled, to the extent approved by the Board, to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the Board or any committee thereof; but nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefore and reimbursement of expenses in connection therewith.

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PART IV — PROCEEDINGS OF THE BOARD

4.1 Calling of Meetings — The Chairman of the Board or the President may at any time, and the Secretary shall, upon the request of a director, summon a meeting of the Board.

4.2 Place of Meetings — Meetings of the Board may be held at any place within or outside Alberta.

4.3 Notice of Meetings — Reasonable notice of the time and place of each meeting of the Board shall be given to each director before the time when the meeting is to be held and need not specify the purpose of the meeting or the business to be transacted at the meeting except to the extent that such purpose or business includes any proposal to:

(a)	submit to the Shareholders any question or matter requiring approval of the Shareholders,
(b)	fill a vacancy on the Board or in the office of auditor,
(c)	issue securities,
(d)	declare dividends,
(e)	purchase, redeem or otherwise acquire shares issued by the Corporation,
(f)	pay a commission for the sale of shares of the Corporation,
(g)	approve a management proxy circular,
(h)	approve a takeover bid circular or directors’ circular,
(i)	approve any financial statements referred to in Section 149 of the Act, or
(j)	adopt, amend or repeal by-laws.

Each newly elected Board may without notice hold its first meeting for the purpose of organization and the election and appointment of officers immediately following the meeting of Shareholders at which such Board was elected, provided a quorum is present.

4.4 Waiver of Notice — A director may in any manner waive notice of a meeting of the Board, and attendance of a director at a meeting of the Board is a waiver of notice of that meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

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4.5 Notice of Adjourned Meeting — Notice of an adjourned meeting of the Board is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.

4.6 Participation in Meeting by Telephone — A director may participate in a meeting of the Board or of a committee of directors by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other and a director participating in such meeting by such means is deemed to be present at that meeting.

4.7 Presiding at Meeting — The Chairman of the Board, or failing him, the President, or failing him, a member of the Board selected by a majority of the directors present shall be chairman of any meeting of the Board.

4.8 Quorum for Directors Meetings — The Board may determine the quorum necessary for the transaction of business at its meetings but until the Board has so determined a majority of directors in office from time to time shall constitute a quorum.

4.9 Resident Canadians Present — The Board shall not transact business at a meeting unless half of the directors present at such meeting are resident Canadians, unless

(a)	a resident Canadian director who is unable to be present approves in writing or by telephone or other communication facilities the business transacted at the meeting, and
(b)	the number of resident Canadian directors present at the meeting, together with any resident Canadian director who gives his approval under subsection (a) of this section, totals at least 1/2 the directors present at the meeting.

4.10 Exercise of Powers — All the powers of the Board may be exercised by a meeting of the Board at which a quorum is present and the provisions of Section 4.9 of this By-law are complied with.

4.11 Resolution in Writing — Subject to the articles or a unanimous shareholder agreement, a resolution in writing signed, singly or on counterpart copies, by all the directors entitled to vote on the resolution at a meeting of directors or a committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors.

4.12 Votes to Govern — At all meetings of the Board every question shall be decided by a majority of the votes cast on the question and in the case of an equality of votes the chairman of the meeting shall not be entitled to a second or casting vote.

-8-

PART V — DELEGATION OF AUTHORITY

5.1 Managing Director — The Board may appoint from among the directors a Managing Director, who must be a resident Canadian, and delegate to such Managing Director, subject to the restrictions contained in the Act, any of the powers of the Board.

5.2 Committees of Directors — The Board may appoint committees of directors and delegate to any such committee, subject to the restrictions contained in the Act, any of the powers of the Board, provided however that at least half of the members of any such committee of directors shall be resident Canadians.

5.3 Agents and Attorneys — The Board may appoint agents or attorneys for the Corporation within or outside Canada with such powers of management or otherwise (including the power to subdelegate) as the Board may determine.

5.4 Procedure of Committees of Directors — Unless otherwise determined by the Board:

(a)	A quorum at any meeting of a committee of directors shall be a majority of the members of that committee, and
(b)	The power and authority of a committee of directors may be exercised by:

(i)	a majority vote at a meeting of that committee at which a quorum is present, or
(ii)	a resolution in writing signed, or signed in separate counterparts, by all the members of that committee, and

(c)	Meetings of a committee of directors may be held at any place within or outside of Alberta, and
(d)	A committee or directors shall in all other respects be entitled to determine and regulate its own procedure.

5.5 Voting Rights in Other Bodies Corporate — The signing officers of the Corporation may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation; and such instruments, certificates, and other evidence shall be in favor of such person or persons as may be determined by the Board; and the Board may from time to time direct the manner in which any particular voting rights or class of voting rights may or shall be exercised.

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PART VI — OFFICERS

6.1 Designation and Appointment — The Board may from time to time designate offices of the Corporation and elect or appoint any one or more of a Chairman of the Board, a President, one or more Vice Presidents (to which title may be added words indicating seniority or function), a Secretary, a Treasurer and such other officers as the Board may determine, including one or more assistants to any of the officers so appointed; and the Board may specify the duties of and, in accordance with this By-law, delegate to such officers powers to manage the business and affairs of the Corporation except powers to do anything referred to in Section 110 of the Act.

6.2 Qualification — An officer may be but need not be a director, and one person may hold more than one office.

6.3 Chairman of the Board — If a Chairman of the Board is elected or appointed, the Board may assign to him any of the powers and duties that are by any provisions of this By-law assigned to the President or to a Vice-President and he shall have such other powers and duties as the Board may specify; during the absence or disability of the Chairman of the Board his duties shall be performed and his powers exercised by the President or by such other person as the Board may determine.

6.4 President — Subject to the authority of the Board, the President shall have general supervision of the business of the Corporation, and he shall have such other powers and duties as the Board may specify; during the absence or disability of the President his duties shall be performed and his powers exercised by such person as the Board may determine.

6.5 Vice-President — A Vice-President shall have such powers and duties as the Board may specify.

6.6 Secretary — The Secretary shall enter or cause to be entered into records kept for that purpose minutes of all proceedings at all meetings of the Shareholders, the Board and committees of the Board; he shall give or cause to be given as and when instructed all notices to Shareholders, directors, officers, auditors and members of committees of the Board; he shall be the custodian of the corporate seal (if any) of the Corporation and of all books, papers, records, documents and instruments belonging to the Corporation except to the extent that some other officer or agent has been appointed for that purpose; and he shall have such other powers and duties as the Board may specify.

6.7 Treasurer — The Treasurer shall be responsible for the keeping of proper accounting records in compliance with the Act and shall be responsible for the deposit of monies, the safekeeping of securities and the disbursement of the funds of the Corporation; he shall render or cause to be rendered to the Board whenever so directed by the Board an account of all the financial transactions of the Corporation and of the

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financial position of the Corporation; and he shall have such other powers and duties as the Board may specify.

6.8 Other Officers and Assistants — The powers and duties of all other officers shall be such as the terms of their engagement call for or as the Board or the President may specify; and any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board otherwise directs.

6.9 Variation of Powers and Duties — The Board may from time to time and subject to the provisions of the Act vary, add to or limit the powers and duties of any officer or assistant.

6.10 Term of Office — Each officer appointed by the Board shall hold office until his successor is appointed, or until his earlier resignation, or until the Board removes such officer from office.

6.11 Terms of Employment and Remuneration — The terms of employment and the remuneration of an officer appointed by the Board may, to the extent not determined by the Board, be determined by the President from time to time.

6.12 Officers’ Conflict of Interest — An officer of the Corporation who is a party to, or who is a director or officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the Corporation, shall disclose the nature and extent of his interest at the time and in the manner provided in the Act and shall otherwise comply in all respects with the provisions of the Act.

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PART VII — LIABILITY AND INDEMNIFICATION

7.1 Duty of Care — Subject to the provisions of the Act, every director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation, and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and every director and officer of the Corporation shall comply with the provisions of the Act, the regulations under the Act, the articles, the By-laws and any unanimous shareholder agreement.

7.2 Limitation of Liability — To the extent permitted by law and subject to compliance with the provisions of Section 7.1 of this By-law, no director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee of the Corporation, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune which shall happen in the execution of the duties of his office or in relation thereto.

7.3 Indemnification of Directors and Officers — Subject to the limitations and provisions contained in the Act the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or body corporate, if

(a)	he acted honestly and in good faith with a view to the best interests of the Corporation, and
(b)	in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

7.4 Indemnification of Others — Except as otherwise required by Section 7.6 and subject to Section 7.3, the Corporation may from time to time indemnify and save harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (other than an action by or in the right of the

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Corporation) by reason of the fact that he is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, or officer, employee, agent of or participant in another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including legal fees), judgments, fines and any amount actually and reasonably incurred by him in connection with such action, suit or proceeding if the Board determines that:

(a)	he acted honestly and in good faith with a view to the best interests of the Corporation, and
(b)	with respect to any criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful.

7.5 Right of Indemnity Not Exclusive — The provisions for indemnification contained in the By-laws shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any By-laws, agreement, vote of shareholders or disinterested directors or otherwise both as to action in his official capacity and as to action in any other capacity while holding such office and shall continue as to a person who has ceased to be a director or officer and shall enure to the benefit of the heirs and legal representatives of such person.

7.6 Successful Defence — To the extent that a person who is or was an employee or agent of the Corporation has achieved complete or substantial success as a defendant in any action, suit or proceeding referred to in Section 7.4, he shall be indemnified by the Corporation against all costs, charges and expenses actually and reasonably incurred by him in connection therewith.

7.7 Insurance — Subject to the provisions of the Act the Corporation may purchase and maintain insurance for the benefit of any person referred to in Section 7.3 of this By-law against such liabilities and in such amounts as the Board may from time to time determine.

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PART VIII — MEETINGS OF SHAREHOLDERS

8.1 Place of Meetings — Meetings of the Shareholders shall be held at such time and place within Alberta as the Board may from time to time determine, provided that a meeting of the Shareholders may be held outside Alberta if all the Shareholders entitled to vote at the meeting so agree, and a Shareholder who attends a meeting of the Shareholders held outside Alberta is deemed to have so agreed except when he attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.

8.2 Annual Meetings — The first annual meeting of Shareholders shall be held not later than 18 months after the date of incorporation or amalgamation of the Corporation and thereafter annual meetings shall be held not later than 15 months after the holding of the last preceding annual meeting for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, the election of directors, the appointment of auditor (or dispensing with such appointment pursuant to the provisions of the Act), and for the transaction of such other business as may properly be brought before the meeting.

8.3 Special Meetings — Special meetings of the Shareholders may be called at any time.

8.4 Special Business — All business transacted at a special meeting of the Shareholders and all business transacted at an annual meeting of the Shareholders except consideration of the financial statements and auditor’s report fixing the number of Directors for the following year, election of directors and reappointment of the incumbent auditor, is deemed to be special business.

8.5 Notice of Meetings — Notice of the time and place of a meeting of the Shareholders shall be sent in the manner provided in Part Eleven of this By-law not less than 21 days and not more than 50 days before the date of the meeting to each Shareholder entitled to vote at the meeting, to each director and to the auditor of the Corporation (if any); and if any special business is proposed to be transacted at such meeting the notice shall state:

(a)	the nature of that business in sufficient detail to permit the Shareholder to form a reasoned judgment on that business, and
(b)	the text of any special resolution to be submitted to the meeting.

8.6 Waiver of Notice — A Shareholder and any other person entitled to attend a meeting of Shareholders may in any manner waive notice of a meeting, and attendance of the Shareholder or such other person at a meeting of the Shareholders is a waiver of notice of the meeting except when he attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called.

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8.7 List of Shareholders — If the Corporation has more than 15 Shareholders entitled to vote at a meeting it shall, and otherwise it may, prepare a list of Shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each Shareholder

(a)	not later than 10 days after the record date for determination of the Shareholders entitled to notice of the meeting, if such date is fixed pursuant to Section 8.8 of this By-law, or
(b)	if no such record date is fixed,

(i)	at the close of business on the last business date preceding the day on which the notice is given, or
(ii)	if no notice is given on the date on which the meeting is held,

and the list of Shareholders shall be available for examination by any Shareholder during usual business hours at the records office of the Corporation or at the place where its central securities register is maintained and at the meeting of the Shareholders for which the list was prepared.

8.8 Record Data for Notice — The Board may fix in advance a date, preceding the date of any meeting of the Shareholders by not more than 50 days and not less than 21 days, as a record date for the determination of the Shareholders entitled to receive notice of the meeting.

8.9 Persons Entitled to be Present — The only persons entitled to be present at a meeting of the Shareholders shall be those Shareholders entitled to vote thereat, the directors, the auditor of the Corporation (if any) and others who, although not entitled to vote, are entitled or required under any provision of the Act, the articles or the By-laws to be present at the meeting; provided that other persons may be admitted but only on the invitation of the chairman of the meeting or with the consent of the meeting.

8.10 Quorum — The following provisions apply with respect to quorums:

(a)	Unless and until otherwise determined by a general meeting of the Shareholders, two Shareholders personally present and entitled to vote shall be a quorum for a general meeting.
(b)	A quorum of Shareholders is present at a meeting of Shareholders, irrespective of the number of persons actually present at the meeting, if the holder or holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy.
(c)	Notwithstanding the provisions of subsection (b) hereof, if the Corporation has only one Shareholder, or only one holder of the class or series of shares entitled to vote at the meeting, that Shareholder present in person or by proxy constitutes a meeting.

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(d)	If a quorum is present at the opening of any meeting of Shareholders, the Shareholders present or represented by proxy may proceed with the business of the meeting but only during such time or times as a quorum is present.
(e)	If a quorum is not present at the opening of any meeting of Shareholders the Shareholders present or represented by proxy may adjourn the meeting to a fixed time and place but may not transact any other business.

8.11 Chairman of Shareholders Meeting — The chairman of any meeting of Shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting: the Chairman of the Board, the President, the senior Vice-President; and if no such officer is present 15 minutes after the time fixed for the holding of the meeting, the persons present and entitled to vote thereat shall choose one of their number to be chairman.

8.12 Secretary of Shareholders Meeting — The secretary of any meeting of Shareholders shall be some person appointed by the chairman, who need not be a Shareholder, to act as secretary of the meeting.

8.13 Scrutineers — The chairman of any meeting of Shareholders may appoint one or more persons (who may, but need not be shareholders, directors, officers or employees of the Corporation) to act as scrutineers at such meeting.

8.14 Proxies — Every Shareholder entitled to vote at a meeting of Shareholders may by means of a proxy appoint a proxyholder and one or more alternate proxyholders, who are not required to be Shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

8.15 Proxy Requirements — A proxy shall be in writing executed by the Shareholder or his attorney authorized in writing and shall be valid for the meeting in respect of which it is given or any adjournment thereof and shall in all respects conform with the requirements of the Act.

8.16 Time for Deposit of Proxies — A proxy shall be acted upon if deposited with the Corporation or its agent 24 hours prior to the time fixed for the holding of the meeting, or if it is delivered to the secretary or the chairman at the meeting or any adjournment thereof and prior to the time of voting, unless the Board otherwise specified in accordance with the Act.

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8.17 Revocation of Proxies — A Shareholder may revoke a proxy

(a) by depositing an instrument in writing executed by him or his attorney authorized in writing,

(i)	at the registered office of the Corporation at any time up to and including the last business day preceding the day of the meeting, or an adjournment of that meeting, art which the proxy is to be used, or
(ii)	with the chairman of the meeting on the day of the meeting or an adjournment of the meeting, or

(b) by any other manner permitted by law.

8.18 Joint Holders — If two or more persons hold shares jointly, one of those registered holders present at a meeting of Shareholders may in the absence of the others vote the shares, but if two or more of those persons are present in person or by proxy and vote, they shall vote as one the shares jointly held by them.

8.19 Voting at a Shareholders Meeting — At a meeting of Shareholders

(a)	every question shall, unless otherwise required by the Act, the articles or the By-laws, be determined by a majority of the votes cast on the question, and in the case of an equality of votes either upon a show of hands or upon a ballot, the chairman of the meeting shall not be entitled to a second or casting vote.
(b)	voting shall be by show of hands except when a ballot is required or demanded as hereinafter provided, and upon a show of hands every person who is present and entitled to vote shall have one vote.

8.20 Voting by Show of Hands — Whenever a vote by show of hands shall have been taken upon a Question, unless a ballot thereon is required or demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried, or carried by a particular majority, or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or question.

8.21 Right to Vote by Ballot — On any question proposed for consideration at a meeting of Shareholders any Shareholder or proxy holder entitled to vote may demand a ballot either before or on the declaration of the result of any vote by show of hands.

8.22 Voting by Ballot — A ballot so demanded shall be taken in such manner as the chairman shall direct provided that on such ballot each person present shall be entitled, in respect of the shares which he is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and a declaration by the chairman that the vote upon the question has been carried, or carried by a particular

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majority, or not carried and an entry to that effect in the minutes of the meeting shaft be prima facie evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against any resolution or question.

8.23 Participation in Meeting by Telephone — A Shareholder or any other person entitled to attend a meeting of Shareholders may participate in the meeting by means of telephone or other communications facility that permits all persons participating in the meeting to hear each other, and a person participating in such a meeting by those means shall be deemed to be present at the meeting.

8.24 Adjournment — If a meeting of Shareholders is adjourned by one or more adjournments for an aggregate of less than 30 days it is not necessary to give notice of the adjourned meeting, other than by announcement at the time of the adjournment; but if a meeting of Shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall, subject to the provisions of Section 129 and Section 143 of the Act, be given as for an original meeting.

8.25 Resolution in Writing — A resolution in writing signed, or signed in separate counterparts, by all the Shareholders entitled to vote on that resolution at a meeting of Shareholders is as valid as if it had been passed at a meeting of the Shareholders.

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PART IX — DIVIDENDS

9.1 Dividends — Subject to the provisions of the Act, the Board may from time to time declare dividends (including interim dividends) payable to the Shareholders according to their respective rights and interests in the Corporation and such dividends may be paid in money or property or by issuing fully paid shares of the Corporation, or any combination thereof.

9.2 Dividend Cheques — A dividend payable in cash shall be paid by cheque drawn on the Corporation’s bank account or one of them, to the order of each registered holder of shares of the Corporation of the class or series in respect of which it has been declared, and shall be mailed by prepaid ordinary mail to such registered holder at his recorded address unless such holder otherwise directs, provided however that in the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such holders and mailed to them at their recorded address; and the mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the Corporation’s liability to the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

9.3 Record Date for Dividends — For the purpose of determining Shareholders

(a)	entitled to receive payment of the dividend,
(b)	entitled to participate in a liquidation distribution, or
(c)	for any other purpose except the right to receive notice of or to vote at a meeting,

the Board may fix in advance a date as the record date for the determination of Shareholders, but the record date shall not precede by more than 50 days the particular action to be taken and if no record date is so fixed the record date shall be the close of business on the day on which the directors passed the resolution relating to that purpose.

9.4 Non-Receipt of Cheques — In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the Board may from time to time prescribe.

9.5 Unclaimed Dividends — Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

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PART X — REGISTRATION AND TRANSFER

10.1 Securities Register — The Corporation shall maintain a securities register in which shall be recorded all securities issued by it in registered form, showing with respect to each class or series of securities

(a)	the names, alphabetically arranged, and the latest known address of each person who is or has been a security holder,
(b)	the number of securities held by each security holder, and
(c)	the date and particulars of the issue and transfer of each security,

and the Corporation shall keep such information for the period of time required by Law.

10.2 Share Certificates — Every holder of one or more shares of the Corporation is entitled, at his option, to a share certificate or to a non-transferable written acknowledgment of his right to obtain a share certificate, stating the number and class or series of shares held by him as shown on the securities register; and such share certificates and written acknowledgments shall, subject to the provisions of the Act, be in such form as the Board shall from time to time determine.

10.3 Allotment — Subject to the articles and any unanimous shareholder agreement the Board may from time to time issue shares of the Corporation, allot or grant conversion privileges, options or rights to acquire unissued shares of the Corporation at such times and to such persons and, subject to the provisions of Section 25 of the Act, for such consideration as the Board may determine.

10.4 Commissions — The Board may authorize the Corporation) to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for shares of the Corporation.

10.5 Registration of Transfer — Subject to the provisions of the Act, no transfer of shares shall be registered in the securities register except upon:

(a)

presentation of the share certificate or acknowledgement of right to obtain a share certificate representing such shares, with an endorsement which complies with the Act made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance as the Board may from time to time prescribe that the endorsement is genuine and effective, and

(b)

payment of all applicable taxes and any fees (not exceeding the maximum amount prescribed by law for each certificate issued pursuant to the transfer) prescribed by the Board, and

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(c) compliance with such restrictions on transfer as are set forth in the articles or any unanimous shareholder agreement.

10.6 Non-Recognition of Trusts — Subject to the provisions of the Act, the Corporation may treat as absolute owner of any share of the Corporation the person in whose name the share is registered in the Corporation’s securities register as if that person had full legal capacity and authority to exercise all rights of ownership, irrespective of any indication to the contrary through knowledge, notice, or description in the Corporation’s records, on the share certificate or in the acknowledgment of right to obtain a share certificate.

10.7 Joint Holders — If two or more persons are registered as joint holders of any security of the Corporation, the Corporation is not bound to issue more than one certificate and delivery of such certificate to one of such persons shall be sufficient delivery to all bf them, and any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant or right issuable in respect of such security.

10.8 Deceased Security Holder, etc. — Subject to the articles and any unanimous shareholder agreement:

(a) a person shall be entitled to exercise all the rights of the security holder whom he represents if that person furnishes evidence as described in the Act to the Corporation that he is:

(i)	the executor, administrator, heir or legal representative of the heirs of the estate of a deceased security holder,
(ii)	the guardian, committee, trustee, curator or tutor representing a registered security holder who is an infant, an incompetent person or a missing person, or
(iii)	a liquidator of or a trustee in bankruptcy for a registered security holder;

(b)

if a person on whom the ownership of a security of the Corporation devolves by operation of law, other than a person described in subsection (a) of this section, furnishes proof of his authority to exercise rights or privileges in respect of a security of the Corporation that is not registered in his name, the Corporation shall treat that person as entitled to exercise those rights or privileges; and

(c)

a person who is the executor, administrator, heir or legal representative of the heirs of the estate of a deceased security holder is entitled to become a registered security holder or to designate a registered security holder upon compliance with the provisions of the Act.

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10.9 Replacement of Security Certificate — The Board may in its discretion direct the issue of a new security certificate in lieu of and upon cancellation of a security certificate that has been mutilated, or in substitution for a security certificate claimed to have been lost, destroyed or wrongfully taken, on payment of such fee (not exceeding $3.00) and on such terms as to indemnity (including an indemnity bond), reimbursement of expenses and evidence of loss, destruction, wrongful taking and of title as the Board may from time to time stipulate.

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PART XI — NOTICES

11.1 Method of Giving Notice — In addition to any other method of service permitted by the Act, any notice or document required by the Act, the regulations thereunder, the articles or the By-laws may be sent to any person entitled to receive such notice or document in the manner set out in the Act for service upon a Shareholder or director and by any means (electronic or otherwise) of communication or telecommunication with respect to which a written record is made.

11.2 Effective Notice — The following rules shall apply with respect to the effectiveness of sending or delivery of any notice or document:

(a)	Any notice or document required by the Act, the regulation under the Act, the articles or the By-laws to be given, sent or delivered to a Shareholder or director or to an officer or the auditor of the Corporation shall be sufficiently given, sent or delivered if it is delivered personally to such Shareholder, director, officer, or auditor, or if it is mailed by ordinary prepaid mail addressed to such Shareholder, director or officer at his latest address as shown in the records of the Corporation or to such auditor at his most recent address.
(b)	A notice or document delivered personally as aforesaid shall be deemed to have been given, sent or delivered on the date of the delivery.
(c)	Subject to the provisions of Section 11.4 of this By-law a notice or document mailed as aforesaid shall be deemed to have been received by the addressee at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the addressee did not receive the notice or document at the time or at all.

11.3 Notice of Directors Meetings — Notice of a meeting of directors shall be given at the times and in the manner specified or permitted pursuant to Sections 4.3, 11.1 and 11.2 of this By-law.

11.4 Notice of Shareholders Meeting — A notice of a meeting of Shareholders sent by mail to a Shareholder, director, or auditor in accordance with the provisions of Sections 8.5, 11.1 and 11.2 of this By-law shall be deemed to be sent to the Shareholder, director or auditor on the day on which it is deposited in the mail.

11.5 Notice of Special Resolution — The text of any special resolution to be submitted to a meeting shall be included in the notice of the meeting of Shareholders at which the special resolution is to be dealt with.

11.6 Undelivered Notice — If a Corporation sends a notice or document to any Shareholder by mail as hereinbefore provided and the notice of document is returned on three consecutive occasions because the Shareholder cannot be found, the

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Corporation is not required to give, send or deliver any further notices or documents to that Shareholder until he informs the Corporation in writing of his new address.

11.7 Notice to Joint Holders — If two or more persons are registered as joint holders of any security the giving, sending or delivery of any notice or document to any one of them shall be sufficient giving, sending or delivery of the notice or document to all of them.

11.8 Computation of Time — In computing the date when any notice must be given under any provision of the By-laws requiring a specified number of days notice of any meeting or other event, the date of giving the notice shall be excluded from the computation and the date of the meeting or other event shall not be included in the computation.

11.9 Waiver of Notice — Any Shareholder (or his duly appointed proxyholder), director, officer, auditor or member of a committee may at any time waive any notice or waive or abridge the time for any notice required to be given to him under any provision of the Act, the regulations thereunder, the articles, the By-laws or otherwise, and such waiver or abridgment, whether given before or after the meeting or other event of which the notice is required to be given, shall cure any defect in the giving or in the time of such notice as the case may be.

11.10 Signature on Notice — The signature on any notice to be given by the Corporation may be typewritten, lithographed, written, printed or otherwise mechanically reproduced.

EX-3.31(A)

Exhibit 3.31(a)

Certified Copy

CORPORATE ACCESS NUMBER: 2010323943

BUSINESS CORPORATIONS ACT

CERTIFICATE

OF

AMENDMENT

CANADIAN MONEY MART INC.
CHANGED ITS NAME TO MONEY MART CANADA INC. ON 2004/02/09.

Certified Copy

Name Change Alberta Corporation — Registration Statement

Alberta Amendment Date: 2004/02/09

Service Request Number:	5774102
Corporate Access Number:	2010323943
Legal Entity Name:	CANADIAN MONEY MART INC.
French Equivalent Name:
Legal Entity Status:	Active
Alberta Corporation Type:	Named Alberta Corporation
New Legal Entity Name:	MONEY MART CANADA INC.
New French Equivalent Name:
Nuans Number:	79349602
Nuans Date:	2004/02/04
French Nuans Number:
French Nuans Date:
Professional Endorsement Provided:
Future Dating Required:
Annual Return
No Records returned

Attachment

Attachment Type	Microfilm Bar Code	Date Recorded
Restrictions on Share Transfers	ELECTRONIC	2003/02/19
Other Rules or Provisions	ELECTRONIC	2003/02/19

Registration Authorized By:  NORMAN J.K. BISHOP
SOLICITOR

Certified Copy of Transaction
Corporate Registration System

Date of report:	2009/11/30
Time of report:	10:20 AM
Report provided by:	MCCAFFERY MUDRY PRITCHARD
Service Request Number:	13971128
Customer Reference Number:	81890
Corporate Access Number:	2010323943
Current Legal Entity Name:	MONEY MART CANADA INC.
Current Legal Entity Status:	Active
Service Request Number:	5774102
Transaction Type:	Name Change Alberta Corporation
Date Completed:	2004/02/09
Authorized Representative
Last Name:	BISHOP
First Name:	NORMAN
Middle Name:	J.K.
Relationship to Legal Entity:	Solicitor
Information Added or Changed by the Service Request
Legal Entity
Legal Entity Name:	MONEY MART CANADA INC.
Nuans Number:	79349602
Nuans Date:	2004/02/04

Alberta Registries certifies that the information contained in this report is the information filed in the Register of Corporations by the service request specified.

Certified Copy of Transaction
Corporate Registration System

Date of report:	2009/11/30
Time of report:	10:21 AM
Report provided by:	MCCAFFERY MUDRY PRITCHARD
Service Request Number:	13971145
Customer Reference Number:	81890
Corporate Access Number:	2010323943
Current Legal Entity Name:	MONEY MART CANADA INC.
Current Legal Entity Status:	Active
Service Request Number:	12904005
Transaction Type:	Change Director / Shareholder
Date Completed:	2009/03/25
Authorized Representative
Last Name:	BISHOP, Q.C.
First Name:	NORMAN
Middle Name:	J.K.
Relationship to Legal Entity:	Solicitor
Information Added or Changed by the Service Request
Legal Entity
Director/Shareholder/Officer/Record Keeper
Last Name/Legal Entity Name:	UNDERWOOD
First Name:	RANDALL
Type:	Director
Status:	Active
Individual or Legal Entity Type:	Individual
Street/Box Number:	SUITE 210, 1436 LANCASTER AVENUE
City:	BERWYN
Province:	PENNSYLVANIA
Postal Code:	19312
Appointment Date: .	2008/06/01

Alberta Registries certifies that the information contained in this report is the information filed in the Register of Corporations by the service request specified.

Certified Copy of Transaction
Corporate Registration System

Date of report:	2009/11/30
Time of report:	10:21 AM
Report provided by;	MCCAFFERY MUDRY PRITCHARD
Service Request Number:	13971149
Customer Reference Number:	81890
Corporate Access Number:	2010323943
Current Legal Entity Name:	MONEY MART CANADA INC.
Current Legal Entity Status:	Active
Service Request Number:	12970973
Transaction Type:	Change Address
Date Completed:	2009/04/08
Authorized Representative
Last Name:	MEITIN
First Name:	LAURIE
Relationship to Legal Entity:	Agent of Corporation
Information Added or Changed by the Service Request
Legal Entity
Registered Address
Street:	C/O MCCAFFERY GOSS MUDRY, 2200, 736-SIXTH AVE S.W.
City:	CALGARY
Postal Code:	T2P 3T7
Records Address Street:	BISHOP & MCKENZIE LLP, #2500, 10104 — 103 AVENUE

Alberta Registries certifies that the information contained in this report is the information filed in the Register of Corporations by the service request specified.

Certified Copy

CORPORATE ACCESS NUMBER: 2010323943

BUSINESS CORPORATIONS ACT

CERTIFICATE

OF

INCORPORATION

CANADIAN MONEY MART INC.
WAS INCORPORATED IN ALBERTA ON 2003/02/19.

Certified Copy

Articles of Incorporation
For
CANADIAN MONEY MART INC.

Share Structure:	AN UNLIMITED NUMBER OF SHARES
Share Transfers Restrictions:	AS PER ATTACHED SCHEDULE “A”
Number of Directors:
Min Number of Directors:	1
Max Number of Directors:	7
Business Restricted To:	NONE
Business Restricted From:	NONE
Other Provisions:	AS PER ATTACHED SCHEDULE “B”

Registration Authorized By:  NORMAN J.K. BISHOP
SOLICITOR

SCHEDULE “A”

ARTICLES OF INCORPORATION

OF

CANADIAN MONEY MART INC.

RESTRICTIONS ON SHARE TRANSFERS

1. Subject to the provisions of the Business Corporations Act, Statutes of Alberta, 2000, Chapter B-9, as amended from time to time, (the “Act”) no share of the Corporation shall be transferred by any shareholder (which, for the purposes of this Schedule, includes any executor or administrator of a deceased shareholder or the liquidator of a shareholder which is a corporation) except as provided in this Schedule.

2. Except as provided in Sections 3 and 4 of this Schedule no share of the Corporation shall be transferred by a shareholder except under and subject to the following conditions:

(a)	A shareholder (herein called the “Proposing Transferor”) proposing to transfer any share or shares in the Corporation shall give notice in writing (herein called the “Transfer Notice”) to the Corporation of his intention to transfer the said shares.
(b)	The Transfer Notice shall be signed by the Proposing Transferor and shall specify:

(i)	the number and classes of shares the Proposing Transferor proposes to transfer,
(ii)	any conditions subject to which the offer is made,
(iii)	the consideration per share which shall be expressed in lawful money of Canada, if the consideration is money,
(iv)	the cash equivalent consideration per share expressed in Canadian dollars if the consideration is other than Canadian dollars (the “Cash Equivalent Sum”),
(v)	the terms of payment of the purchase consideration,
(vi)	that the Proposing Transferor has received a bona fide offer to purchase the shares for the consideration and upon the terms and subject to the conditions set out in the Transfer Notice,
(vii)	the names and addresses of the parson or persons from whom the bona fide offer has been received by the Proposing Transferor,
(viii)	whether or not the Proposing Transferor is willing to sell less than the total number of shares specified in the Transfer Notice. If the Transfer Notice pertains to shares of more than 1 class then the consideration, terms and conditions pertaining to each class shall be

stated separately in the Transfer Notice.

(c)	No Transfer Notice shall be given to the Corporation unless the Proposing Transferor has received a bona fide offer to purchase the shares for lawful money of Canada or for other consideration, and the Proposing Transferor intends to transfer such shares at that price or for such consideration, upon the terms and conditions and to the persons named as specified in the Transfer Notice.
(d)	The Transfer Notice shall constitute an offer by the Proposing Transferor to all other shareholders of the Corporation holding voting shares of the Corporation to sell the shares specified in the Transfer Notice which offer may be accepted by such other shareholders in the manner hereinafter provided.
(e)	The Secretary of the Corporation or such other officer as the Directors may designate shall forthwith upon receipt by the Corporation of the Transfer Notice forward a copy of the Transfer Notice to each holder of voting shares of the Corporation other than the Proposing Transferor.
(f)	If the bona fide offer is for a consideration other than in Canadian dollars, any other shareholder may, within 7 days of receipt of the Transfer Notice serve notice (the “Disagreement Notice”) on the Proposing Transferor and the Corporation that such other shareholder disagrees with the Proposing Transferor’s stated Cash Equivalent Sum as stated in the Transfer Notice and thereupon the Directors of the Corporation shall refer the determination of the Cash Equivalent Sum to arbitration. The Proposing Transferor and the disagreeing shareholder shall each appoint 1 arbitrator and the 2 so appointed shall appoint a third. In all other respects the provisions of the Arbitration Act of Alberta shall apply.
(g)	Upon receipt of a Disagreement Notice within 7 days of receipt of the Transfer Notice, the Secretary or other officer of the Corporation designated by the Directors shall notify all holders of shares of the class or classes of shares referred to in the Transfer Notice that a Disagreement Notice has been received and that the Cash Equivalent Sum will be determined by arbitration. Upon receipt by the Corporation of notice from the arbitrators stipulating their decision regarding the Cash Equivalent Sum, the Secretary or other officer designated by the Directors shall notify all holders of voting shares of the Corporation of the decision of the arbitrators.
(h)	For the purposes of this Schedule the Cash Equivalent Sum, which is the lesser of that stated in the Transfer Notice or as determined by arbitration, shall be substituted for the consideration for the purchase of shares set forth in the Transfer Notice.
(i)	Each holder of voting shares of the Corporation, other than the Proposing Transferor shall be entitled, up to a date (the “First Acceptance Date”) 30 days from the date of the mailing by the Corporation of the Transfer

	Notice, or the mailing by the Corporation of the notice stating the decision of the arbitrators regarding the Cash Equivalent Sum (if the matter is referred to arbitration), to purchase a portion of the shares specified in the Transfer Notice in the proportion in which he already holds voting shares of the Corporation at the price per share (or the Cash Equivalent Sum if the terms and subject to the conditions stipulated in the Transfer Notice.
(j)	If, at the close of business on the First Acceptance Date, the other shareholders have not agreed to purchase all the hares being offered to which they are entitled, the Board of Directors may by resolution designate a nominee to purchase the remainder of the shares being offered.
(k)	If, upon the expiration of 10 days from the First Acceptance Date, the other shareholders or a nominee of the Board of Directors have not agreed to purchase any of the shares being offered for sale on the terms and conditions stipulated in the Transfer Notice, then:

(i)

if the Proposing Transferor specified in the Transfer Notice that he was not willing to sell less than the total number of shares being offered he may for a period of 90 days after the expiration of the said 10 days sell not less than the total number of shares which have been offered to the person or persons named in the Transfer Notice but not at a lower price nor upon more favourable terms or conditions than those stated in the Transfer Notice and the Proposing Transferor shall give written notice to the Corporation within the said 90-day period that a sale has been completed, and such notice shall include all terms of the sale, or

(ii)

if the Proposing Transferor specified in the Transfer Notice that he was willing to sell less than the total number of shares being offered, such shares as were agreed to be taken by the other shareholders or by the nominee of the Board of Directors shall be sold to them on the terms and conditions set forth in the Transfer Notice and the Proposing Transferor may for a period of 90 days after the expiration of the said 10 days sell no less than such number of shares as were offered but were not taken up by the other shareholders or the nominee of the Board of Directors to the person or persons named in the Transfer Notice but not at a lower price nor upon more favourable terms or conditions than those stated in the Transfer Notice and the Proposing Transferor shall give written notice to the Corporation within the said 90-day period that sales have been completed and such notice shall include all terms of such sales.

(l) A Proposing Transferor may, at his option, serve the Transfer Notice directly on all the holders of the voting shares of the Corporation rather than upon the Corporation and, in such case, the First Acceptance Date shall be 30 days after the date of such mailing of the Transfer Notice or 30 days after

	the date of receipt from the Corporation of the notice stating the amount of the Cash Equivalent Sum, whichever is the later date, and all the remaining provisions of this Schedule shall apply mutatis mutandis.
(m)	Any transfer of shares made pursuant to the provisions of this Schedule shall be recorded on the books of the corporation upon surrender of the certificates representing the shares being transferred and new certificates shall be issued to the transferees and no resolution or consent of Directors shall be required in connection therewith.
(n)	If the Proposing Transferor receives another or further bona fide offer or offers to purchase he may serve a new Transfer Notice upon the Corporation or upon each of the holders of voting shares of the Corporation as aforesaid, but no new Transfer Notice shall supercede or cancel a previous Transfer Notice or any agreement to purchase arising under a previous Transfer Notice pursuant to the provisions of this Section.

3. The provisions as to transfer of shares contained in Section 2 of this Schedule shall not apply if:

(a)

The Proposing Transferor shall obtain written consents to a proposed transfer from all holders of voting shares of the Corporation; and

(b)

Such transfer is completed prior to the expiration of 90 days following the date on which the first such written consent is obtained; and in such case the transfer of shares shall be recorded on the books of the Corporation upon surrender to the Corporation of the certificates representing the shares being transferred together with all such consents as aforesaid and new certificates shall be issued to the transferees, and no resolution or consent of Directors shall be required in connection therewith.

4. Notwithstanding the provisions of Sections 2 and 3 of this Schedule, shares of the Corporation may be transferred by a Shareholder to another person who is already a shareholder if Such transfer is first consented to by all Directors of the Corporation.

SCHEDULE “B”

ARTICLES OF INCORPORATION

OF

CANADIAN MONEY MART INC.

OTHER PROVISIONS

1. The number of shareholders for the time being of the Corporation (exclusive of persons who are in the employment of the Corporation, and persons who, having been formerly in the employment of the Corporation, were, while in such employment and have continued to be after termination of such employment, shareholders of the Corporation) shall not exceed 50, but where 2 or more persons hold 1 or more shares of the Corporation jointly, they shall, for the purpose of this Section, be treated as a single shareholder.

2. Any invitation to the public to subscribe for securities of the Corporation is prohibited.

3. The Board of Directors of the Corporation may, without authorization of the shareholders:

(a)	Borrow money on the credit of the Corporation,
(b)	Issue, re-issue, sell or pledge debt obligations of the Corporation, and
(c)	Give a guarantee on behalf of the Corporation to secure performance of an obligation of any person, and
(d)	Mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

Certified Copy

Incorporate Alberta Corporation — Registration Statement

Alberta Registration Date: 2003/02/19

Corporate Access Number: 2010323943

Service Request Number:	4712204
Alberta Corporation Type:	Named Alberta Corporation
Legal Entity Name:	CANADIAN MONEY MART INC.
French Equivalent Name:
Nuans Number:	76210190
Nuans Date:	2003/02/12
French Nuans Number:
French Nuans Date:
REGISTERED ADDRESS
Street:	2500, 10104 — 103 AVENUE
Legal Description:
City:	EDMONTON
Province:	ALBERTA
Postal Code:	T5J 1V3
RECORDS ADDRESS
Street:	2500, 10104 — 103 AVENUE
Legal Description:
City:	EDMONTON
Province:	ALBERTA
Postal Code:	T5J 1V3
ADDRESS FOR SERVICE BY MAIL
Post Office Box:
City:
Province:
Postal Code:
Internet Mail ID:
Share Structure:	AN UNLIMITED NUMBER OF SHARES
Share Transfers Restrictions:	AS PER ATTACHED SCHEDULE “A”
Number of Directors:

Min Number Of Directors:	1
Max Number Of Directors:	7
Business Restricted To:	NONE
Business Restricted From:	NONE
Other Provisions:	AS PER ATTACHED SCHEDULE “B”
Professional Endorsement Provided:
Future Dating Required:
Registration Date:	2003/02/19
Director
Last Name:	FRANCHUK
First Name:	SYD
Middle Name:
Street/Box Number:	2940 JUTLAND ROAD, SUITE 201
City:	VICTORIA
Province:	BRITISH COLUMBIA
Postal Code:	V8T 5K6
Country:
Resident Canadian:	Y

Attachment

Attachment Type	Microfilm Bar Code	Date Recorded
Restrictions on Share Transfers	ELECTRONIC	2003/02/19
Other Rules or Provisions	ELECTRONIC	2003/02/19

Registration Authorized By:   NORMAN J.K. BISHOP
SOLICITOR

Certified Copy of Transaction
Corporate Registration System

Date of report:	2009/11/30
Time of report:	10:19 AM
Report provided by:	MCCAFFERY MUDRY PRITCHARD
Service Request Number:	13971121
Customer Reference Number:	81890
Corporate Access Number:	2010323943
Current Legal Entity Name:	MONEY MART CANADA INC.
Current Legal Entity Status:	Active
Service Request Number:	4712204
Transaction Type:	Incorporate Alberta Corporation
Date Completed:	2003/02/19
Authorized Representative
Last Name:	BISHOP
First Name:	NORMAN
Middle Name:	J.K.
Relationship to Legal Entity:	Solicitor
Information Added or Changed by the Service Request
Legal Entity
Legal Entity Type:	Alberta Business Corporation
Alberta Corporation Type:	Named Alberta Corporation
Legal Entity Name:	CANADIAN MONEY MART INC.
Legal Entity Status:	Active
Nuans Number:	76210190
Nuans Date:	2003/02/12
Registered Address
Street:	2500, 10104 — 103 AVENUE
City:	EDMONTON
Province:	ALBERTA
Postal Code:	T5J 1V3

Records Address Street:	2500, 10104 — 103 AVENUE
City:	EDMONTON
Province:	ALBERTA
Postal Code:	T5J 1V3
Share Structure:	AN UNLIMITED NUMBER OF SHARES
Share Transfers Restrictions:	AS PER ATTACHED SCHEDULE “A”
Min Number Of Directors:	1
Max Number Of Directors:	7
Business Restricted To:	NONE
Business Restricted From:	NONE
Other Provisions:	AS PER ATTACHED SCHEDULE “B”
Registration Date:	2003/02/19
Director/Shareholder/Officer/Record Keeper
Last Name/Legal Entity Name:	FRANCHUK
First Name:	SYD
Type:	Director
Status:	Active
Individual or Legal Entity Type:	Individual
Street/Box Number:	2940 JUTLAND ROAD, SUITE 201
City:	VICTORIA
Province:	BRITISH COLUMBIA
Postal Code:	V8T 5K6
Appointment Date:	2003/02/19
Resident Canadian:	Y
Attachment
Attachment Type:	Restrictions on Share Transfers
Microfilm Bar Code:	ELECTRONIC
Date Recorded:	2003/02/19
Attachment Type:	Other Rules or Provisions
Microfilm Bar Code:	ELECTRONIC
Data Recorded:	2003/02/19

Alberta Registries certifies that the information contained in this report is the information filed in the Register of Corporations by the service request specified.

EX-3.31(B)

Exhibit 3.31(b)

BY-LAW NO. 1

A By-law relating generally
to the transaction of the
business and affairs of

MONEY MART CANADA INC.

BISHOP & McKENZIE LLP

BY-LAW NO. 1

TABLE OF CONTENTS

and

BUSINESS CORPORATIONS ACT REFERENCE

	Section		Section
	of By-law	Page	of Act
PART I — INTERPRETATION
Definitions	1.1	1	1
Invalidity of any Provision	1.2	2	—
Conflict of Provisions	1.3	2	—
Headings	1.4	2	—
PART II — CORPORATE MATTERS
Registered Office	2.1	3	20
Records Office	2.2	3	20, 21
Records Office Requirements	2.3	3	20, 21
Address for Service by Mail	2.4	3	20
Corporate Seal	2.5	3	25
Execution of Instruments	2.6	3	—
Authentication	2.7	3	25
Financial Period	2.8	3	—
Banking Arrangements	2.9	3	—

-ii-

	Section		Section
	of By-law	Page	of Act
PART III — DIRECTORS
Number of Directors	3.1	4	101, 112
Qualification	3.2	4	105
Residence Requirement	3.3	4	105
Election and Term	3.4	4	106
Ceasing to Hold Office	3.5	4	108
Removal of Directors	3.6	4	109
Vacancies	3.7	4	109, 111
Remuneration of Directors	3.8	5	125
Powers of the Board	3.9	5	101, 102, 103
Directors’ Conflict of Interest	3.10	5	120
Reimbursement of Expenses	3.11	5	125
PART IV — PROCEEDINGS OF THE BOARD
Calling of Meetings	4.1	6	—
Place of Meetings	4.2	6	114
Notice of Meetings	4.3	6	124, 255
Waiver of Notice	4.4	6	114, 258
Notice of Adjourned Meeting	4.5	7	114
Participation in Meeting by Telephone	4.6	7	114
Presiding at Meeting	4.7	7	—
Quorum for Directors Meetings	4.8	7	114
Resident Canadians Present	4.9	7	114
Exercise of Powers	4.10	7	114
Resolution in Writing	4.11	7	4, 117

-iii-

	Section		Section
	of By-law	Page	of Act
Votes to Govern	4.12	7	—
PART V — DELEGATION OF AUTHORITY
Managing Director	5.1	8	115
Committees of Directors	5.2	8	115
Agents and Attorneys	5.3	8	—
Procedure of Committees of Directors	5.4	8	—
Voting Rights in Other Bodies Corporate	5.5	8	—
PART VI — OFFICERS
Designation and Appointment	6.1	9	121
Qualification	6.2	9	121
Chairman of the Board	6.3	9	—
President	6.4	9	—
Vice-President	6.5	9	—
Secretary	6.6	9	—
Treasurer	6.7	9	—
Other Officers and Assistants	6.8	10	—
Variation of Powers and Duties	6.9	10	121
Term of Office	6.10	10	—
Terms of Employment and Remuneration	6.11	10	125
Officers’ Conflict of Interest	6.12	10	120
PART VII — LIABILITY AND INDEMNIFICATION
Duty of Care	7.1	11	122
Limitation of Liability	7.2	11	—

-iv-

	Section		Section
	of By-law	Page	of Act
Indemnification of Directors and Officers	7.3	11	124
Indemnification of Others	7.4	11	124
Right of Indemnity Not Exclusive	7.5	12	—
Successful Defence	7,6	12	124
Insurance	7.7	12	124
PART VIII — MEETINGS OF SHAREHOLDERS
Place of Meetings	8.1	13	131
Annual Meetings	8.2	13	132
Special Meetings	8.3	13	132
Special Business	8.4	13	134
Notice of Meetings	8.5	13	110, 134, 255
Waiver of Notice	8.6	13	135, 258
List of Shareholders	8.7	14	137
Record Date for Notice	8.8	14	133(2)
Persons Entitled to be Present	8.9	14	110, 133, 168
Quorum	8.10	14	138
Chairman of Shareholders Meeting	8.11	15	—
Secretary of Shareholders Meeting	8.12	15	—
Scrutineers	8.13	15	—
Proxies	8.14	15	147, 148, 149
Proxy Requirements	8.15	15	148
Time for Deposit of Proxies	8.16	15	148
Revocation of Proxies	8.17	16	148

-v-

	Section		Section
	of By-law	Page	of Act
Joint Holders	8.18	16	139
Voting at a Shareholders Meeting	8.19	16	140
Voting by Show of Hands	8.20	16	—
Right to Vote by Ballot	8.21	16	140
Voting by Ballot	8.22	16	—
Participation in Meeting by Telephone	823	17	131
Adjournment	8.24	17	134
Resolution in Writing	8.25	17	4, 141
PART IX — DIVIDENDS
Dividends	9.1	18	43, 44
Dividend Cheques	9.2	18	—
Record Date for Dividends	9.3	18	133
Non-Receipt of Cheques	9.4	18	—
Unclaimed Dividends	9.5	18	—
PART X — REGISTRATION AND TRANSFER
Securities Register	10.1	19	49
Share Certificates	10.2	19	48
Allotment	10.3	19	27, 31
Commissions	10.4	19	42
Registration of Transfer	10.5	19	68, 75, 76
Non-Recognition of Trusts	10.6	20	50
Joint Holders	10.7	20	48
Deceased Securityholder, etc.	10.8	20	50, 76
Replacement of Security Certificate	10.9	21	79

-vi-

	Section		Section
	of By-law	Page	of Act
PART XI — NOTICES
Method of Giving Notice	11.1	22	255
Effective Notice	11.2	22	255
Notice of Directors Meetings	11.3	22	255
Notice of Shareholders Meeting	11.4	22	134
Notice of Special Resolution	11.5	22	134
Undelivered Notice	11.6	22	255
Notice to Joint Holders	11.7	23	—
Computation of Time	11.8	23	Interpretation Act
Waiver of Notice	11.9	23	258
Signature on Notice	11.10	23	—

PART I — INTERPRETATION

1.1 Definitions — In the By-laws of the Corporation, including this By-law, unless the context otherwise requires:

(a)	“Act” means the Business Corporations Act, Statutes of Alberta, 2000, Chapter B-9 as amended from time to time, and any statute that may be substituted therefor as amended from time to time;
(b)	“articles” means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution and articles of revival as the case may be of the Corporation, and includes an amendment to any of them;
(c)	“Board” means the board of directors of the Corporation;
(d)	“By-laws” means this by-law and all other by-laws of the Corporation from time to time in force;
(e)	“Corporation” means the corporation named in this By-law;
(f)	“director” means a director of the Corporation;
(g)	“ordinary resolution” means a resolution

(i)	passed by a majority of the votes cast by the Shareholders who voted in respect of that resolution, or
(ii)	signed by all the Shareholders entitled to vote on that resolution;

(h)	“Shareholder” means a shareholder of the Corporation;
(i)	“special resolution” means a resolution passed by a majority of not less than two-thirds of the votes cast by the Shareholders who voted in respect of that resolution, or signed by all the Shareholders entitled to vote on that resolution;
(j)	“unanimous shareholder agreement” means

(i)	a written agreement to which all the Shareholders are or are deemed to be parties, whether or not any other person is also a party, or
(ii)	a written declaration by a person who is the beneficial owner of all the issued shares of the Corporation

-2-

that provides for any of the matters enumerated in Section 140 of the Act;

(k)	words and expressions defined in the Act shall have the same meanings when used in the By-laws, unless specifically defined in the By-laws;
(l)	words importing number shall include both the plural and the singular and words importing gender shall include the masculine, feminine and neuter genders.

1.2 Invalidity of any Provision — The invalidity of any provision of the By-laws shall not affect the validity of the remaining provisions of the By-laws.

1.3 Conflict of Provisions — If any of the provisions of the By-laws are in conflict with the provisions of the Act, a unanimous shareholder agreement or the articles then the provisions of the Act, the unanimous shareholder agreement or the articles shall prevail.

1.4 Headings — The headings used in the By-laws and Table of Contents are inserted for convenience of reference and shall not affect the construction or interpretation of the By-laws.

-3-

PART II — CORPORATE MATTERS

2.1 Registered Office — The Corporation shall at all times have a registered office within Alberta at such address as the Board may from time to time determine.

2.2 Records Office — The Corporation may have a separate records office within Alberta at such address as the Board may from time to time determine but unless the Board designates a separate records office the registered office of the Corporation shall also be its records office.

2.3 Records Office Requirements — The Corporation shall prepare and maintain at its records office records required under Section 20 of the Act.

2.4 Address for Service by Mail — The Board may from time to time designate a post office box within Alberta as the address of the Corporation for service by mail but such address shall not be designated as the Corporation’s records office or registered office.

2.5 Corporate Seal — The Board may adopt and change a corporate seal which shall contain the name of the Corporation, and the Board may cause to be created as many duplicates thereof as the Board shall determine and the Board may adopt a facsimile thereof for use in any other jurisdiction outside Alberta that complies with the laws of that jurisdiction.

2.6 Execution of Instruments — The Board may from time to time authorize any director or officer or any other person or persons on behalf of the Corporation to sign and deliver either contracts, documents or instruments in writing generally, or to sign manually or by facsimile signature and deliver specific contracts, documents or instruments in writing and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or act.

2.7 Authentication — Any document requiring authentication by the Corporation may be signed by a director or the Secretary or other officer authorized by the Board and need not be under its corporate seal.

2.8 Financial Period — The financial period of the Corporation shall end on such date as is from time to time fixed by the Board.

2.9 Banking Arrangements — The banking business of the Corporation, or any part thereof, shall be transacted with such banks, trust companies or other financial institutions as the Board may designate, appoint or authorize from time to time and all such banking business, or any part thereof, shall be transacted on the Corporation’s behalf by such one or more officers and/or other persons as the Board may designate, direct or authorize from time to time and to the extent so authorized.

-4-

PART III — DIRECTORS

3.1 Number of Directors — Subject to the provisions of the articles or of a unanimous shareholder agreement, the number of directors constituting the Board shall be determined from time to time by ordinary resolution of the Shareholders.

3.2 Qualification — No person shall be qualified to be a director if he is less than 18 years of age, if he is not an individual, if he has the status of bankrupt, or if he is disqualified under the Act; but a director need not be a Shareholder.

3.3 Residence Requirement — At least half of the directors shall be resident Canadians.

3.4 Election and Term — The Shareholders shall, by ordinary resolution at the first meeting of Shareholders and at each succeeding annual meeting, elect directors to hold office for a term expiring at the close of the next annual meeting of the Shareholders following the election; provided that if an election of directors is not held at a meeting of Shareholders, the incumbent directors continue in office until their successors are elected.

3.5 Ceasing to Hold Office — A director ceases to hold office:

(a)	when he dies;
(b)	when he resigns, in which event such resignation becomes effective at the time a written resignation is sent to the Corporation or at the time specified in the written resignation, whichever is later;
(c)	when he is removed from office in accordance with the provisions of the Act; or
(d)	when he becomes disqualified.

3.6 Removal of Directors — Subject to the provisions of the articles or of a unanimous shareholders agreement, the Shareholders of the Corporation may by ordinary resolution at a special meeting remove any director or directors from office.

3.7 Vacancies — Subject to the provisions of a unanimous shareholder agreement, the Shareholders may by ordinary resolution fill any vacancy on the Board and, in the case of a vacancy in the Board resulting otherwise than from an increase in the number or minimum number of directors or from a failure to elect the number or minimum number of directors required by the articles, a quorum of the Board by resolution of the Board may fill a vacancy in the Board.

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3.8 Remuneration of Directors — Subject to the articles, the By-laws or any unanimous shareholder agreement, the directors of the Corporation may fix the remuneration of the directors, officers and employees of the Corporation.

3.9 Powers of the Board —

(a)	The directors shall manage the business and affairs of the Corporation,
(b)	The Board may, without authorization of the Shareholders,

(i)	borrow money on the credit of the Corporation,
(ii)	issue, reissue, sell or pledge debt obligations of the Corporation,
(iii)	subject to the provisions of the Act, give a guarantee on behalf of the Corporation to secure performance of an obligation by any person, and
(iv)	mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation owned or subsequently acquired, to secure any obligation of the Corporation.

(c)	The Board may by resolution delegate the powers referred to in subsection (b) of this section to a director, a committee of directors or an officer of the Corporation.
(d)	Subject to the provisions of the Act, the Board may by resolution make, amend or repeal any By-law.

3.10 Directors’ Conflict of Interest — A director who is a party to, or is a director or an officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the Corporation, shall disclose his interest to the Corporation at the time and in the manner provided in the Act; and a director who is a party to or has an interest in a material contract or proposed material contract as aforesaid shall not vote on any resolution to approve the contract except as permitted by the Act and shall otherwise comply in all respects with the provisions of the Act.

3.11 Reimbursement of Expenses — The directors shall be entitled, to the extent approved by the Board, to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the Board or any committee thereof; but nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor and reimbursement of expenses in connection therewith.

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PART IV — PROCEEDINGS OF THE BOARD

4.1 Calling of Meetings — The Chairman of the Board or the President may at any time, and the Secretary shall, upon the request of a director, summon a meeting of the Board.

4.2 Place of Meetings — Meetings of the Board may be held at any place within or outside Alberta.

4.3 Notice of Meetings — Reasonable notice of the time and place of each meeting of the Board shall be given to each director before the time when the meeting is to be held and need not specify the purpose of the meeting or the business to be transacted at the meeting except to the extent that such purpose or business includes any proposal to:

(a)	submit to the Shareholders any question or matter requiring approval of the Shareholders,
(b)	fill a vacancy on the Board or in the office of auditor,
(c)	issue securities,
(d)	declare dividends,
(e)	purchase, redeem or otherwise acquire shares issued by the Corporation,
(f)	pay a commission for the sale of shares of the Corporation,
(g)	approve a management proxy circular,
(h)	approve a takeover bid circular or directors’ circular,
(i)	approve any financial statements referred to in Section 149 of the Act, or
(j)	adopt, amend or repeal by-laws.

Each newly elected Board may without notice hold its first meeting for the purpose of organization and the election and appointment of officers immediately following the meeting of Shareholders at which such Board was elected, provided & quorum is present.

4.4 Waiver of Notice — A director may in any manner waive notice of a meeting of the Board, and attendance of a director at a meeting of the Board is a waiver of notice of that meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

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4.5 Notice of Adjourned Meeting — Notice of an adjourned meeting of the Board is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.

4.6 Participation in Meeting by Telephone — A director may participate in a meeting of the Board or of a committee of directors by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other and a director participating in such meeting by such means is deemed to be present at that meeting.

4.7 Presiding at Meeting — The Chairman of the Board, or failing him, the President, or failing him, a member of the Board selected by a majority of the directors present shall be chairman of any meeting of the Board.

4.8 Quorum for Directors Meetings — The Board may determine the quorum necessary for the transaction of business at its meetings but until the Board has so determined a majority of directors in office from time to time shall constitute a quorum.

4.9 Resident Canadians Present — The Board shall not transact business at a meeting unless half of the directors present at such meeting are resident Canadians, unless

(a)	a resident Canadian director who is unable to be present approves in writing or by telephone or other communication facilities the business transacted at the meeting, and
(b)	the number of resident Canadian directors present at the meeting, together with any resident Canadian director who gives his approval under subsection (a) of this section, totals at least 1/2 the directors present at the meeting.

4.10 Exercise of Powers — All the powers of the Board may be exercised by a meeting of the Board at which a quorum is present and the provisions of Section 4.9 of this By-law are complied with.

4.11 Resolution in Writing — Subject to the articles or a unanimous shareholder agreement, a resolution in writing signed, singly or on counterpart copies, by all the directors entitled to vote on the resolution at a meeting of directors or a committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors.

4.12 Votes to Govern — At all meetings of the Board every question shall be decided by a majority of the votes cast on the question and in the case of an equality of votes the chairman of the meeting shall not be entitled to a second or casting vote.

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PART V — DELEGATION OF AUTHORITY

5.1 Managing Director — The Board may appoint from among the directors a Managing Director, who must be a resident Canadian, and delegate to such Managing Director, subject to the restrictions contained in the Act, any of the powers of the Board.

5.2 Committees of Directors — The Board may appoint committees of directors and delegate to any such committee, subject to the restrictions contained in the Act, any of the powers of the Board, provided however that at least half of the members of any such committee of directors shall be resident Canadians.

5.3 Agents and Attorneys — The Board may appoint agents or attorneys for the Corporation within or outside Canada with such powers of management or otherwise (including the power to subdelegate) as the Board may determine.

5.4 Procedure of Committees of Directors — Unless otherwise determined by the Board:

(a)	A quorum at any meeting of a committee of directors shall be a majority of the members of that committee, and
(b)	The power and authority of a committee of directors may be exercised by:

(i)	a majority vote at a meeting of that committee at which a quorum is present, or
(ii)	a resolution in writing signed, or signed in separate counterparts, by all the members of that committee, and

(c)	Meetings of a committee of directors may be held at any place within or outside of Alberta, and
(d)	A committee or directors shall in all other respects be entitled to determine and regulate its own procedure.

5.5 Voting Rights in Other Bodies Corporate — The signing officers of the Corporation may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation; and such instruments, certificates, and other evidence shall be in favour of such person or persons as may be determined by the Board; and the Board may from time to time direct the manner in which any particular voting rights or class of voting rights may or shall be exercised.

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PART VI — OFFICERS

6.1 Designation and Appointment — The Board may from time to time designate offices of the Corporation and elect or appoint any one or more of a Chairman of the Board, a President, one or more Vice-Presidents (to which title may be added words indicating seniority or function), a Secretary, a Treasurer and such other officers as the Board may determine, including one or more assistants to any of the officers so appointed; and the Board may specify the duties of and, in accordance with this By-law, delegate to such officers powers to manage the business and affairs of the Corporation except powers to do anything referred to in Section 110 of the Act.

6.2 Qualification — An officer may be but need not be a director, and one person may hold more than one office.

6.3 Chairman of the Board — If a Chairman of the Board is elected or appointed, the Board may assign to him any of the powers and duties that are by any provisions of this By-law assigned to the President or to a Vice-President and he shall have such other powers and duties as the Board may specify; during the absence or disability of the Chairman of the Board his duties shall be performed and his powers exercised by the President or by such other person as the Board may determine.

6.4 President — Subject to the authority of the Board, the President shall have general supervision of the business of the Corporation, and he shall have such other powers and duties as the Board may specify; during the absence or disability of the President his duties shall be performed and his powers exercised by such person as the Board may determine.

6.5 Vice-President — A Vice-President shall have such powers and duties as the Board may specify.

6.6 Secretary — The Secretary shall enter or cause to be entered into records kept for that purpose minutes of all proceedings at all meetings of the Shareholders, the Board and committees of the Board; he shall give or cause to be given as and when instructed all notices to Shareholders, directors, officers, auditors and members of committees of the Board; he shall be the custodian of the corporate seal (if any) of the Corporation and of all books, papers, records, documents and instruments belonging to the Corporation except to the extent that some other officer or agent has been appointed for that purpose; and he shall have such other powers and duties as the Board may specify.

6.7 Treasurer — The Treasurer shall be responsible for the keeping of proper accounting records in compliance with the Act and shall be responsible for the deposit of monies, the safekeeping of securities and the disbursement of the funds of the Corporation; he shall render or cause to be rendered to the Board whenever so directed by the Board an account of all the financial transactions of the Corporation and of the

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financial position of the Corporation; and he shall have such other powers and duties as the Board may specify.

6.8 Other Officers and Assistants — The powers and duties of all other officers shall be such as the terms of their engagement call for or as the Board or the President may specify; and any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board otherwise directs.

6.9 Variation of Powers and Duties — The Board may from time to time and subject to the provisions of the Act vary, add to or limit the powers and duties of any officer or assistant.

6.10 Term of Office — Each officer appointed by the Board shall hold office until his successor is appointed, or until his earlier resignation, or until the Board removes such officer from office.

6.11 Terms of Employment and Remuneration — The terms of employment and the remuneration of an officer appointed by the Board may, to the extent not determined by the Board, be determined by the President from time to time.

6.12 Officers’ Conflict of Interest — An officer of the Corporation who is a party to, or who is a director or officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the Corporation, shall disclose the nature and extent of his interest at the time and in the manner provided in the Act and shall otherwise comply in all respects with the provisions of the Act.

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PART VII — LIABILITY AND INDEMNIFICATION

7.1 Duty of Care — Subject to the provisions of the Act, every director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation, and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and every director and officer of the Corporation shall comply with the provisions of the Act, the regulations under the Act, the articles, the By-laws and any unanimous shareholder agreement.

7.2 Limitation of Liability — To the extent permitted by law and subject to compliance with the provisions of Section 7.1 of this By-law, no director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee of the Corporation, or for any loss, damage or expense happening to the Corporation through the insufficient or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune which shall happen in the execution of the duties of his office or in relation thereto.

7.3 Indemnification of Directors and Officers — Subject to the limitations and provisions contained in the Act the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or body corporate, if

(a)	he acted honestly and in good faith with a view to the best interests of the Corporation, and
(b)	in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

7.4 Indemnification of Others — Except as otherwise required by Section 7.6 and subject to Section 7.3, the Corporation may from time to time indemnify and save harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (other than an action by or in the right of the

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Corporation) by reason of the fact that he is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, or officer, employee, agent of or participant in another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including legal fees), judgments, fines and any amount actually and reasonably incurred by him in connection with such action, suit or proceeding if the Board determines that:

(a)	he acted honestly and in good faith with a view to the best interests of the Corporation, and
(b)	with respect to any criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful.

7.5 Right of Indemnity Not Exclusive — The provisions for indemnification contained in the By-laws shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any By-laws, agreement, vote of shareholders or disinterested directors or otherwise both as to action in his official capacity and as to action in any other capacity while holding such office and shall continue as to a person who has ceased to be a director or officer and shall enure to the benefit of the heirs and legal representatives of such person.

7.6 Successful Defence — To the extent that a person who is or was an employee or agent of the Corporation has achieved complete or substantial success as a defendant in any action, suit or proceeding referred to in Section 7.4, he shall be indemnified by the Corporation against all costs, charges and expenses actually and reasonably incurred by him in connection therewith.

7.7 Insurance — Subject to the provisions of the Act the Corporation may purchase and maintain insurance for the benefit of any person referred to in Section 7.3 of this By-law against such liabilities and in such amounts as the Board may from time to time determine.

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PART VIII — MEETINGS OF SHAREHOLDERS

8.1 Place of Meetings — Meetings of the Shareholders shall be held at such time and place within Alberta as the Board may from time to time determine, provided that a meeting of the Shareholders may be held outside Alberta if all the Shareholders entitled to vote at the meeting so agree, and a Shareholder who attends a meeting of the Shareholders held outside Alberta is deemed to have so agreed except when he attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.

8.2 Annual Meetings — The first annual meeting of Shareholders shall be held not later than 18 months after the date of incorporation or amalgamation of the Corporation and thereafter annual meetings shall be held not later than 15 months after the holding of the last preceding annual meeting for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, the election of directors, the appointment of auditor (or dispensing with such appointment pursuant to the provisions of the Act), and for the transaction of such other business as may properly be brought before the meeting.

8.3 Special Meetings — Special meetings of the Shareholders may be called at any time.

8.4 Special Business — All business transacted at a special meeting of the Shareholders and all business transacted at an annual meeting of the Shareholders except consideration of the financial statements and auditor’s report fixing the number of Directors for the following year, election of directors and reappointment of the incumbent auditor, is deemed to be special business.

8.5 Notice of Meetings — Notice of the time and place of a meeting of the Shareholders shall be sent in the manner provided in Part Eleven of this By-law not less than 21 days and not more than 50 days before the date of the meeting to each Shareholder entitled to vote at the meeting, to each director and to the auditor of the Corporation (if any); and if any special business is proposed to be transacted at such meeting the notice shall state:

(a)	the nature of that business in sufficient detail to permit the Shareholder to form a reasoned judgment on that business, and
(b)	the text of any special resolution to be submitted to the meeting.

8.6 Waiver of Notice — A Shareholder and any other person entitled to attend a meeting of Shareholders may in any manner waive notice of a meeting, and attendance of the Shareholder or such other person at a meeting of the Shareholders is a waiver of notice of the meeting except when he attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called.

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8.7 List of Shareholders — If the Corporation has more than 15 Shareholders entitled to vote at a meeting it shall, and otherwise it may, prepare a list of Shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each Shareholder

(a)	not later than 10 days after the record date for determination of the Shareholders entitled to notice of the meeting, if such date is fixed pursuant to Section 8.8 of this By-law, or
(b)	if no such record date is fixed,

(i)	at the close of business on the last business date preceding the day on which the notice is given, or
(ii)	if no notice is given on the date on which the meeting is held,

and the list of Shareholders shall be available for examination by any Shareholder during usual business hours at the records office of the Corporation or at the place where its central securities register is maintained and at the meeting of the Shareholders for which the list was prepared.

8.8 Record Date for Notice — The Board may fix in advance a date, preceding the date of any meeting of the Shareholders by not more than 50 days and not less than 21 days, as a record date for the determination of the Shareholders entitled to receive notice of the meeting.

8.9 Persons Entitled to be Present — The only persons entitled to be present at a meeting of the Shareholders shall be those Shareholders entitled to vote thereat, the directors, the auditor of the Corporation (if any) and others who, although not entitled to vote, are entitled or required under any provision of the Act, the articles or the By-laws to be present at the meeting; provided that other persons may be admitted but only on the invitation of the chairman of the meeting or with the consent of the meeting.

8.10 Quorum — The following provisions apply with respect to quorums:

(a)	Unless and until otherwise determined by a general meeting of the Shareholders, two Shareholders personally present and entitled to vote shall be a quorum for a general meeting;
(b)	A quorum of Shareholders is present at a meeting of Shareholders, irrespective of the number of persons actually present at the meeting, if the holder or holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy;
(c)	Notwithstanding the provisions of subsection (b) hereof, if the Corporation has only one Shareholder, or only one holder of the class or series of shares entitled to vote at the meeting, that Shareholder present in person or by proxy constitutes a meeting;

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(d)	If a quorum is present at the opening of any meeting of Shareholders, the Shareholders present or represented by proxy may proceed with the business of the meeting but only during such time or times as a quorum is present;
(e)	If a quorum is not present at the opening of any meeting;

of Shareholders the Shareholders present or represented by proxy may adjourn the meeting to a fixed time and place but may not transact any other business.

8.11 Chairman of Shareholders Meeting — The chairman of any meeting of Shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting: the Chairman of the Board, the President, the senior Vice-President; and if no such officer is present 15 minutes after the time fixed for the holding of the meeting, the persons present and entitled to vote thereat shall choose one of their number to be chairman.

8.12 Secretary of Shareholders Meeting — The secretary of any meeting of Shareholders shall be some person appointed by the chairman, who need not be a Shareholder, to act as secretary of the meeting.

8.13 Scrutineers — The chairman of any meeting of Shareholders may appoint one or more persons (who may, but need not be shareholders, directors, officers or employees of the Corporation) to act as scrutineers at such meeting.

8.14 Proxies — Every Shareholder entitled to vote at a meeting of Shareholders may by means of a proxy appoint a proxyholder and one or more alternate proxyholders, who are not required to be Shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

8.15 Proxy Requirements — A proxy shall be in writing executed by the Shareholder or his attorney authorized in writing and shall be valid for the meeting in respect of which it is given or any adjournment thereof and shall in all respects conform with the requirements of the Act.

8.16 Time for Deposit of Proxies — A proxy shall be acted upon if deposited with the Corporation or its agent 24 hours prior to the time fixed for the holding of the meeting, or if it is delivered to the secretary or the chairman at the meeting or any adjournment thereof and prior to the time of voting, unless the Board otherwise specified in accordance with the Act.

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8.17 Revocation of Proxies — A Shareholder may revoke a proxy

(a) by depositing an instrument in writing executed by him or his attorney authorized in writing,

(i)	at the registered office of the Corporation at any time up to and including the last business day preceding the day of the meeting, or an adjournment of that meeting, at which the proxy is to be used, or
(ii)	with the chairman of the meeting on the day of the meeting or an adjournment of the meeting, or

(b) by any other manner permitted by law.

8.18 Joint Holders — If two or more persons hold shares jointly, one of those registered holders present at a meeting of Shareholders may in the absence of the others vote the shares, but if two or more of those persons are present in person or by proxy and vote, they shall vote as one the shares jointly held by them.

8.19 Voting at a Shareholders Meeting — At a meeting of Shareholders

(a)	every question shall, unless otherwise required by the Act, the articles or the By-laws, be determined by a majority of the votes cast on the question, and in the case of an equality of votes either upon a show of hands or upon a ballot, the chairman of the meeting shall not be entitled to a second or casting vote.
(b)	voting shall be by show of hands except when a ballot is required or demanded as hereinafter provided, and upon a show of hands every person who is present and entitled to vote shall have one vote.

8.20 Voting by Show of Hands — Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is required or demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried, or carried by a particular majority, or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or question.

8.21 Rights to Vote by Ballot — On any question proposed for consideration at a meeting of Shareholders any Shareholder or proxy holder entitled to vote may demand a ballot either before or on the declaration of the result of any vote by show of hands.

8.22 Voting by Ballot — A ballot so demanded shall be taken in such manner as the chairman shall direct provided that on such ballot each person present shall be entitled, in respect of the shares which he is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and a declaration by the chairman that the vote upon the question has been carried, or carried by a particular

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majority, or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against any resolution or question.

8.23 Participation in Meeting by Telephone — A Shareholder or any other person entitled to attend a meeting of Shareholders may participate in the meeting by means of telephone or other communications facility that permits all persons participating in the meeting to hear each other, and a person participating in such a meeting by those means shall be deemed to be present at the meeting.

8.24 Adjournment — If a meeting of Shareholders is adjourned by one or more adjournments for an aggregate of less than 30 days it is not necessary to give notice of the adjourned meeting, other than by announcement at the time of the adjournment; but if a meeting of Shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall, subject to the provisions of Section 129 and Section 143 of the Act, be given as for an original meeting.

8.25 Resolution in Writing — A resolution in writing signed, or signed in separate counterparts, by all the Shareholders entitled to vote on that resolution at a meeting of Shareholders is as valid as if it had been passed at a meeting of the Shareholders.

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PART IX — DIVIDENDS

9.1 Dividends — Subject to the provisions of the Act, the Board may from time to time declare dividends (including interim dividends) payable to the Shareholders according to their respective rights and interests in the Corporation and such dividends may be paid in money or property or by issuing fully paid shares of the Corporation, or any combination thereof.

9.2 Dividend Cheques — A dividend payable in cash shall be paid by cheque drawn on the Corporation’s bank account or one of them, to the order of each registered holder of shares of the Corporation of the class or series in respect of which it has been declared, and shall be mailed by prepaid ordinary mail to such registered holder at his recorded address unless such holder otherwise directs, provided however that in the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such holders and mailed to them at their recorded address; and the mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the Corporation’s liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

9.3 Record Date for Dividends — For the purpose of determining Shareholders

(a)	entitled to receive payment of the dividend,
(b)	entitled to participate in a liquidation distribution, or
(c)	for any other purpose except the right to receive notice of or to vote at a meeting.

the Board may fix in advance a date as the record date for the determination of Shareholders, but the record date shall not precede by more than 50 days the particular action to be taken and if no record date is so fixed the record date shall be the close of business on the day on which the directors passed the resolution relating to that purpose.

9.4 Non-Receipt of Cheques — In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the Board may from time to time prescribe.

9.5 Unclaimed Dividends — Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

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PART X— REGISTRATION AND TRANSFER

10.1 Securities Register — The Corporation shall maintain a securities register in which shall be recorded all securities issued by it in registered form, showing with respect to each class or series of securities

(a)	the names, alphabetically arranged, and the latest known address of each person who is or has been a security holder,
(b)	the number of securities held by each security holder, and
(c)	the date and particulars of the issue and transfer of each security,

and the Corporation shall keep such information for the period of time required by Law.

10.2 Share Certificates — Every holder of one or more shares of the Corporation is entitled, at his option, to a share certificate or to a non-transferable written acknowledgment of his right to obtain a share certificate, stating the number and class or series of shares held by him as shown on the securities register; and such share certificates and written acknowledgments shall; subject to the provisions of the Act, be in such form as the Board shall from time to time determine.

10.3 Allotment — Subject to the articles and any unanimous shareholder agreement the Board may from time to time issue shares of the Corporation, allot or grant conversion privileges, options or rights to acquire unissued shares of the Corporation at such times and to such persons and, subject to the provisions of Section 25 of the Act, for such consideration as the Board may determine.

10.4 Commissions — The Board may authorize the Corporation to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for shares of the Corporation,

10.5 Registration of Transfer — Subject to the provisions of the Act, no transfer of shares shall be registered in the securities register except upon:

(a)

presentation of the share certificate or acknowledgement of right to obtain a share certificate representing such shares, with an endorsement which complies with the Act made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance as the Board may from time to time prescribe that the endorsement is genuine and effective, and

(b)

payment of all applicable taxes and any fees (not exceeding the maximum amount prescribed by law for each certificate issued pursuant to the transfer) prescribed by the Board, and

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(c) compliance with such restrictions on transfer as are set forth in the articles or any unanimous shareholder agreement.

10.6 Non-Recognition of Trusts — Subject to the provisions of the Act, the Corporation may treat as absolute owner of any share of the Corporation the person in whose name the share is registered in the Corporation’s securities register as if that person had full legal capacity and authority to exercise all rights of ownership, irrespective of any indication to the contrary through knowledge, notice, or description in the Corporation’s records, on the share certificate or in the acknowledgment of right to obtain a share certificate.

10.7 Joint Holders — If two or more persons are registered as joint holders of any security of the Corporation, the Corporation is not bound to issue more than one certificate and delivery of such certificate to one of such persons shall be sufficient delivery to all of them, and any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant or right issuable in respect of such security.

10.8 Deceased Security Holder, etc. — Subject to the articles and any unanimous shareholder agreement:

(a) a person shall be entitled to exercise all the rights of the security holder whom he represents if that person furnishes evidence as described in the Act to the Corporation that he is:

(i)	the executor, administrator, heir or legal representative of the heirs of the estate of a deceased security holder,
(ii)	the guardian, committee, trustee, curator or tutor representing a registered security holder who is an infant, an incompetent person or a missing person, or
(iii)	a liquidator of or a trustee in bankruptcy for a registered security holder;

(b)

if a person on whom the ownership of a security of the Corporation devolves by operation of law, other than a person described in subsection (a) of this section, furnishes proof of his authority to exercise rights or privileges in respect of a security of the Corporation that is not registered in his name, the Corporation shall treat that person as entitled to exercise those rights or privileges; and

(c)

a person who is the executor, administrator, heir or legal representative of the heirs of the estate of a deceased security holder is entitled to become a registered security holder or to designate a registered security holder upon compliance with the provisions of the Act.

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10.9 Replacement of Security Certificate — The Board may in its discretion direct the issue of a new security certificate in lieu of and upon cancellation of a security certificate that has been mutilated, or in substitution for a security certificate claimed to have been lost, destroyed or wrongfully taken, on payment of such fee (not exceeding $3.00) and on such terms as to indemnity (including an indemnity bond), reimbursement of expenses and evidence of loss, destruction, wrongful taking and of title as the Board may from time to time stipulate.

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PART XI — NOTICES

11.1 Method of Giving Notice — In addition to any other method of service permitted by the Act, any notice or document required by the Act, the regulations thereunder, the articles or the By-laws may be sent to any person entitled to receive such notice or document in the manner set out in the Act for service upon a Shareholder or director and by any means (electronic or otherwise) of communication or telecommunication with respect to which a written record is made.

11.2 Effective Notice — The following rules shall apply with respect to the effectiveness of sending or delivery of any notice or document:

(a)	Any notice or document required by the Act, the regulations under the Act, the articles or the By-laws to be given, sent or delivered to a Shareholder or director or to an officer or the auditor of the Corporation shall be sufficiently given, sent or delivered if it is delivered personally to such Shareholder, director, officer, or auditor, or if it is mailed by ordinary prepaid mail addressed to such Shareholder, director or officer at his latest address as shown in the records of the Corporation or to such auditor at his most recent address.
(b)	A notice or document delivered personally as aforesaid shall be deemed to have been given, sent or delivered on the date of the delivery.
(c)	Subject to the provisions of Section 11.4 of this By-law a notice or document mailed as aforesaid shall be deemed to have been received by the addressee at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the addressee did not receive the notice or document at the time or at all.

11.3 Notice of Directors Meetings — Notice of a meeting of directors shall be given at the times and in the manner specified or permitted pursuant to Sections 4.3, 11.1 and 11.2 of this By-law.

11.4 Notice of Shareholders Meeting — A notice of a meeting of Shareholders sent by mail to a Shareholder, director, or auditor in accordance with the provisions of Sections 8.5, 11.1 and 11.2 of this By-law shall be deemed to be sent to the Shareholder, director or auditor on the day on which it is deposited in the mail.

11.5 Notice of Special Resolution — The text of any special resolution to be submitted to a meeting shall be included in the notice of the meeting of Shareholders at which the special resolution is to be dealt with.

11.6 Undelivered Notice — If a Corporation sends a notice or document to any Shareholder by mail as hereinbefore provided and the notice or document is returned on three consecutive occasions because the Shareholder cannot be found, the

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Corporation is not required to give, send or deliver any further notices or documents to that Shareholder until he informs the Corporation in writing of his new address.

11.7 Notice to Joint Holders — If two or more persons are registered as joint holders of any security the giving, sending or delivery of any notice or document to any one of them shall be sufficient giving, sending or delivery of the notice or document to all of them.

11.8 Computation of Time — In computing the date when any notice must be given under any provision of the By-laws requiring a specified number of days notice of any meeting or other event, the date of giving the notice shall be excluded from the computation and the date of the meeting or other event shall not be included in the computation.

11.9 Waiver of Notice — Any Shareholder (or his duly appointed proxyholder), director, officer, auditor or member of a committee may at any time waive any notice or waive or abridge the time for any notice required to be given to him under any provision of the Act, the regulations thereunder, the articles, the By-laws or otherwise, and such waiver or abridgment, whether given before or after the meeting or other event of which the notice is required to be given, shall cure any defect in the giving or in the time of such notice as the case may be.

11.10 Signature on Notice — The signature on any notice to be given by the Corporation may be typewritten, lithographed, written, printed or otherwise mechanically reproduced.

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CERTIFICATE

The foregoing “By-law No. 1, A By-law relating generally to the transaction of the business and affairs of MONEY MART CANADA INC. (the “Corporation”) was duly made by a resolution of the Directors of the Corporation passed on the 21st day of December, 2004.

/s/ Illegible 

Secretary 

CERTIFICATE

The foregoing “By-law No. 1, A By-law relating generally to the transaction of the business and affairs of MONEY MART CANADA INC. (the “Corporation”) was duly made by a resolution of the Shareholders of the Corporation passed on the 21st day of December, 2004.

/s/ Illegible 

Secretary 

EX-3.32(A)

Exhibit 3.32(a)

Form 201
Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 Filing Fee: $300	Certificate of Formation For-Profit Corporation	Filed in the Office of the Secretary of State of Texas Filing #: 800642410 04/17/2006 Document #: 125747620002 Image Generated Electronically for Web Filing

Article 1 — Entity Name and Type

The filing entity being formed is a for-profit corporation. The name of the entity is:

MONEY MART CSO, INC.

The name must contain the word “corporation,” “company,” “incorporated,” “limited,” or an abbreviation of one of these terms. The name must not be the same as deceptively similar to or similar to that of an existing corporate limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for “name availability” is recommended.

Article 2 — Registered Agent and Registered Office

þ A. The initial registered agent is an organization (cannot be corporation named above) by the name of:

CT Corporation System, Inc.

OR

o B. The initial registered agent is an individual resident of the state whose name is set forth below:

C. The business address of the registered agent and the registered office address is:

Street Address:

350 North St. Paul Street Dallas TX 75201

Article 3 — Directors

The number of directors constituting the initial board of directors and the names and addresses of the person or persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified are set forth below:

Director: Donald F. Gayhardt

Address: 1436 Lancaster Avenue Suite 300 Berwyn PA, USA 19312-1288

Article 4 — Authorized Shares

The total number of shares the corporation is authorized to issue and the par value of each of such shares, or a statement that such shares are without par value is set forth below.

Number of Shares	Par Value (must choose and complete either A or B)	Class	Series
1000	o A. has a par value of $
	þ B. without per value.

If the shares are to be divided into classes, you must set forth the designation of each class, the number of shares of each class, and the par value (or statement of no par value), of each class. If shares of a class are to be issued in series, you must provide the designation of each series. The preferences, limitations, and relative rights of each class or series must be stated in space provided for supplemental information.

Article 5 — Purpose

The purpose for which the corporation is organized is for the transaction of any and all lawful business for which corporations may be organized under the Texas Business Organizations Code.

Supplemental Provisions / Information

To the full extent permitted by the applicable provisions of Title 1, Chapter 8 of the Texas Business Organizations Code and other applicable law, the Corporation shall advance expenses to and indemnify any present and former directors, officers, employees, and agents of the Corporation and persons serving or formerly serving at the request of the Corporation as directors, officers, partners, venturers, proprietors, trustees, employees, agents or similar functionaries of another foreign or domestic corporation, employee benefit plan, other enterprise or entity against judgments, penalties (including

excise and similar taxes), fines, settlements and reasonable expenses actually incurred by the person in any threatened pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such action, suit or proceeding and any inquiry or investigation that could lead to such an action suit or proceeding, because the person is or was acting in one of the capacities set forth above.

(The attached addendum, if any, is incorporated herein by references)

Letter of consent to SOS.pdf

Effectiveness of Filing

þ A. This document becomes effective when the document is filed by the secretary of state

OR

o B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of its signing. The delayed effective date is:

Organizer

The name and address of the organizer is set forth below.

Hilary B. Miller     112 Parsonage Road, Greenwich, CT 06830-3942

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

/s/ Hilary B. Miller  

Signature of organizer 

FILING OFFICE COPY

Form 401
Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 Filing Fee: See Instruction	Statement of Change of Registered Office/Agent	Filed in the Office of the Secretary of State of Texas Filing #: 800642410 02/02/2009 Document #: 244893260003 Image Generated Electronically for Web Filing

Entity Information

The name of the entity is:

MONEY MART CSO, INC.

The file number issued to the entity by the secretary of state is: 800642410

The registered agent and registered office of the entity as currently shown on the records of the secretary of state are:

CT Corporation System, Inc.
350 North St. Paul Street, Dallas, TX, USA 75201

Change to Registered Agent/Registered Office

The following changes are made to the registered agent and/or office information of the named entity:

Registered Agent Change

þ A. The new registered agent is an organization (cannot be entity named above) by the name of:

National Registered Agents, Inc.

OR

o B. The new registered agent is an individual resident of the state whose name is:

Registered Office Change

þ C. The business address of the registered agent and the registered office address is changed to:

16055 Space Center Blvd., Suite 235, Houston, TX, USA 77062

The street address of the registered office as stated in this instrument is the same as the registered agent’s business address.

Statement of Approval

The change specified in this statement has been authorized by the entity in the manner required by the BOC or in the manner required by the law governing the filing entity, as applicable.

Effectiveness of Filing

þ A. This document becomes effective when the document is filed by the secretary of state.

o B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of its filing by the secretary of state. The delayed effective date is:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudufent instrument.

Date: February 2, 2009	Roy Hibberd, Secretary
	Signature and title of authorized person(s) (see instructions)

FILING OFFICE COPY

EX-3.32(B)

Exhibit 3.32(b)

BYLAWS

OF

MONEY MART CSO, INC.

ARTICLE I

SHAREHOLDERS

1. Annual Meeting

          A meeting of the shareholders shall be held annually for the election of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors, but in no event later than 100 days after the anniversary of the date of incorporation of the Corporation.

2. Special Meetings

          Special meetings of the shareholders may be called by the Board of Directors, Chairman of the Board or President and-shall be called by the Board upon the written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be called. Such request shall state the purpose or purposes of the proposed meeting. At such special meetings the only business which may be transacted is that relating to the purpose or purposes set forth in the notice thereof.

3. Place of Meetings

          Meetings of the shareholders shall be held at such place within or outside of the State of Texas as may be fixed by the Board of Directors. If no place is so fixed, such meetings shall be held at the principal office of the Corporation.

4. Notice of Meetings

          Notice of each meeting of the shareholders shall be given in writing and shall state the place, date and hour of the meeting and the purpose or purposes for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting.

          If, at any meeting, action is proposed to be taken which, if taken, would entitle objecting shareholders to receive payment for their shares, the notice shall include a statement of that purpose and to that effect.

          A copy of the notice of each meeting shall be given, personally or by first class mail, not less than ten nor more than fifty days before the date of the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to have been given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of the shareholders, or, if he shall have filed with the Secretary of the Corporation a written request that notices to him or her be mailed to some other address, then directed to him at such other address.

          When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record date for the

adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice under this Section 4.

5. Waiver of Notice

          Notice of a meeting need not be given to any shareholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him or her.

6. Inspectors of Election

          The Board of Directors, in advance of any shareholders’ meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and on the request of any shareholder entitled to vote thereat shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment in advance of the meeting by the Board or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of such inspector at such meeting with strict impartiality and according to the best of his ability.

          The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote at the meeting, count and tabulate all votes, ballots or consents, determine the result thereof, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting, or of any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and shall execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of any vote certified by them.

7. List of Shareholders at Meetings

          A list of the shareholders as of the record date, certified by the Secretary or any Assistant Secretary or by a transfer agent, shall be produced at any meeting of the shareholders upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or the person presiding thereat, shall require such list of the shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

8. Qualification of Voters

          Unless otherwise provided in the Certificate of Incorporation, every shareholder of record shall be entitled at every meeting of the shareholders to one vote for every share standing in its name on the record of the shareholders.

          Treasury shares as of the record date and shares held as of the record date by another domestic or foreign corporation of any kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held as of the record date by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.

          Shares held by an administrator, executor, guardian, conservator, committee or other fiduciary, other than a trustee, may be voted by such fiduciary, either in person or by proxy, without the transfer of such shares into the

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name of such fiduciary. Shares held by a trustee may be voted by him or her, either in person or by proxy, only after the shares have been transferred into his name as trustee or into the name of his nominee.

          Shares standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the bylaws of such corporation may provide, or, in the absence of such provision, as the board of directors of such corporation may determine.

          No shareholder shall sell his vote, or issue a proxy to vote, to any person for any sum of money or anything of value except as permitted by law.

9. Quorum of Shareholders

          The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote at any meeting of the shareholders shall constitute a quorum at such meeting for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified item of business.

          When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

          The shareholders who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum.

10. Proxies

          Every shareholder entitled to vote at a meeting of the shareholders, or to express consent or dissent without a meeting, may authorize another person or persons to act for him by proxy.

          Every proxy must be signed by the shareholder or its attorney. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

          The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy, unless before the authority is exercised written notice of an adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary

11. Vote or Consent of Shareholders

          Directors, except as otherwise required by law, shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election.

          Whenever any corporate action, other than the election of directors, is to be taken by vote of the shareholders, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

          Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. Written consent thus given by the holders of all outstanding shares entitled to vote shall have the same effect as an unanimous vote of shareholders.

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12. Fixing The Record Date

          For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be less than ten nor more than fifty days before the date of such meeting, nor more than fifty days prior to any other action.

          When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

ARTICLE II

BOARD OF DIRECTORS

1. Power of Board and Qualification of Directors

          The business of the Corporation shall be managed by the Board of Directors. Each director shall be at least eighteen years of age.

2. Number of Directors

          The number of directors constituting the entire Board of Directors shall be the number, not less than three nor more than ten, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however, that no decrease shall shorten the term of an incumbent director, and provided further that if all of the shares of the Corporation are owned beneficially and of record by less than three shareholders, the number of directors may be less than three but not less than the number of shareholders. Until otherwise fixed by the directors, the number of directors constituting the entire Board shall be one.

3. Election and Term of Directors

          At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting and until their successors have been elected and qualified or until their death, resignation or removal in the manner hereinafter provided.

4. Quorum of Directors and Action by the Board

          A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and, except where otherwise provided herein, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.

          Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

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5. Meetings of the Board

          An annual meeting of the Board of Directors shall be held in each year directly after the annual meeting of shareholders. Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time upon the call of the President or any two directors.

          Meetings of the Board of Directors shall be held at such places as may be fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings. If no place is so fixed, meetings of the Board shall be held at the principal office of the Corporation. Any one or more members of the Board of Directors may participate in meetings by means of a conference telephone or similar communications equipment.

          No notice need be given of annual or regular meetings of the Board of Directors. Notice of each special meeting of the Board shall be given to each director either by mail not later than noon, Texas time, on the third day prior to the meeting or by telegram, written message or orally not later than noon, Texas time, on the day prior to the meeting. Notices are deemed to have been properly given if given: by mail, when deposited in the United States mail; by telegram at the time of filing; or by messenger at the time of delivery. Notices by mail, telegram or messenger shall be sent to each director at the address designated by him for that purpose, or, if none has been so designated, at his last known residence or business address.

          Notice of a meeting of the Board of Directors need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to any director.

          A notice, or waiver of notice, need not specify the purpose of any meeting of the Board of Directors.

          A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall be given, in the manner described above, to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

6. Resignations

          Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.

7. Removal of Directors

          Any one or more of the directors may be removed for cause by action of the Board of Directors. Any or all of the directors may be removed with or without cause by vote of the shareholders.

8. Newly Created Directorships and Vacancies

          Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason except the removal of directors by shareholders may be filled by vote of a majority of the directors then in Office, although less than a quorum exists. Vacancies occurring as a result of the removal of directors by shareholders shall be filled by the shareholder. A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.

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9. Executive and Other Committees of Directors

          The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees each consisting of three or more directors and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters: (a) the submission to shareholders of any action that needs shareholders’ approval; (b) the filling of vacancies in the Board or in any committee; (c) the fixing of compensation of the directors for serving on the Board or on any committee; (d) the amendment or repeal of the bylaws, or the adoption of new bylaws; (e) the amendment or repeal of any resolution of the Board which, by its term, shall not be so amendable or repealable; or (f) the removal or indemnification of directors.

          The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.

          Unless a greater proportion is required by the resolution designating a committee, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present, shall be the act of such committee.

          Each such committee shall serve at the pleasure of the Board of Directors.

10. Compensation of Directors

          The Board of Directors shall have authority to fix the compensation of directors for services in any capacity.

11. Interest of Directors in a Transaction

          Unless shown to be unfair and unreasonable as to the Corporation, no contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any other corporation, firm, association or other entity in which one or more of the directors are directors or officers, or are financially interested, shall be either void or voidable, irrespective of whether such interested director or directors are present at a meeting of the Board of Directors, or of a committee thereof, which authorizes such contract or transaction and irrespective of whether his or their votes are counted for such purpose. In the absence of fraud any such contract and transaction conclusively may be authorized or approved as fair and reasonable by: (a) the Board of Directors or a duly empowered committee thereof, by a vote sufficient for such purpose without counting the vote or votes of such interested director or directors (although such interested director or directors may be counted in determining the presence of a quorum at the meeting which authorizes such contract or transaction), if the fact of such common directorship, officership or financial interest is disclosed or known to the Board or committee, as the case may be; or (b) the shareholders entitled to vote for the election of directors, if such common directorship, officership or financial interest is disclosed or known to such shareholders.

          Notwithstanding the foregoing, no loan, except advances in connection with indemnification, shall be made by the Corporation to any director unless it is authorized by vote of the shareholders without counting any shares of the director who would be the borrower or unless the director who would be the borrower is the sole shareholder of the Corporation.

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ARTICLE III

OFFICERS

1. Election of Officers

          The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect a Chairman of the Board, President, a Secretary, and a Treasurer, and from time to time may elect or appoint such other officers as it may determine. Any two or more offices may be held by the same person, except that the same person may not hold the offices of President and Secretary unless the person is the sole shareholder of the Corporation and holding of said offices of President and Secretary by such person is permitted under applicable law. The Board of Directors may also elect one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers.

2. Other Officers

          The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

3. Compensation

          The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

4. Term of Office and Removal

          Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer, his term of office shall extend to and expire at the meeting of the Board following the next annual meeting of shareholders. Any officer may be removed by the Board with or without cause, at any time. Removal of an officer without cause shall be without prejudice to his contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights.

5. President and Chairman of the Board

          The Chairman of the Board shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chairman of the Board shall also preside at all meetings of the shareholders and the Board of Directors.

          The President shall be the chief operating officer of the Corporation. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

6. Vice Presidents

          The Vice Presidents, in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe.

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7. Secretary and Assistant Secretaries

          The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary’s signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

          The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of such designation then in the order of their election, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

8. Treasurer and Assistant Treasurers

          The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

          The Treasurer shall disburse the funds as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

          If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer, and for the restoration to the Corporation, in the case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Corporation.

          The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of such designation, then in the order of their election, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

9. Books and Records

          The Corporation shall keep: (a) correct and complete books and records of account; (b) minutes of the proceedings of the shareholders, Board of Directors and any committees of directors; and (c) a current list of the directors and officers and their residence addresses. The Corporation shall also keep at its office a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.

          The Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts, books, records or other documents of the Corporation shall be open

8

to inspection, and no creditor, security holder or other person shall have any right to inspect any accounts, books, records or other documents of the Corporation except as conferred by statute or as so authorized by the Board.

10. Cheeks, Notes, etc.

          All checks and drafts on, and withdrawals from the Corporation’s accounts with banks or other financial institutions, and all bills of exchange, notes and other instruments for the payment of money, drawn, made, endorsed, or accepted by the Corporation, shall be signed on its behalf by the person or persons thereunto authorized by, or pursuant to resolution of, the Board of Directors.

ARTICLE IV

CERTIFICATES AND TRANSFERS OF SHARES

1. Forms of Share Certificates

          The share of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. The shares may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.

          Each certificate representing shares issued by the Corporation shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class of shares, if more than one, authorized to be issued and the designation, relative rights, preferences and limitations of each series of any class of preferred shares authorized to be issued so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series.

          Each certificate representing shares shall state upon the face thereof: (a) that the Corporation is formed under the laws of the State of Texas; (b) the name of the person or persons to whom issued; and (c) the number and class of shares, and the designation of the series, if any, which such certificate represents.

2. Transfers of Shares

          Shares of the Corporation shall be transferable on the record of shareholders upon presentment to the Corporation of a transfer agent of a certificate or certificates representing the shares requested to be transferred, with proper endorsement on the certificate or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require.

3. Lost, Stolen or Destroyed Share Certificates

          No certificate for shares of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or wrongfully taken, except, if and to the extent required by the Board of Directors upon: (a) production of evidence of loss, destruction or wrongful taking; (b) delivery of a bond indemnifying the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate; (c) payment of the expenses of the Corporation and its agents incurred in connection with the issuance of the new certificate; and (d) compliance with other such reasonable requirements as may be imposed.

9

ARTICLE V

INDEMNIFICATION

1. Indemnification in Actions, Suits or Proceedings Other Than Those by or in the Right of the Corporation

          The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful.

          The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful.

     2. Indemnification in Actions, Suits or Proceedings by or in the Right of the Corporation

          The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director of officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interest of the Corporation. No such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

          The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a

10

manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation. No such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such parson is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

3. Authorization of Indemnification

          Any indemnification under this Article VI shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person or persons have met the applicable standard of conduct set forth in Sections 1 and 2 hereof. Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders.

4. Advancement of Expenses

          The Corporation may advance expenses (including attorneys’ fees) incurred by a director or officer in advance of the final disposition of such action, suit or proceeding upon the receipt of an undertaking by or on behalf of the director of officer to repay such amount if it shall ultimately be determined that such director or officer is not entitled to indemnification. The Corporation may advance expenses (including attorneys’ fees) incurred by an employee or agent in advance of the final disposition of such action, suit or proceeding upon such terms and conditions, if any, as the Board of Directors deems appropriate.

5. Claims

          If a claim for indemnification or payment of expenses under this Article 5 is not paid within 60 days after a written claim therefor is received by the Corporation, the claimant may recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting the claim. In any such action, the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

6. Insurance

          The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article.

7. Stockholder Suits, Attorneys’ Fees

          No stockholder shall bring any action or lawsuit against the Corporation, any of its subsidiaries or its affiliates, or any officer or director thereof (in their respective capacities), unless such stockholder and any person controlling such stockholder shall have entered into a written agreement with the Corporation, reasonably satisfactory to it, requiring the losing party, and any person controlling the stockholder, if the stockholder shall be the losing party, to pay to the prevailing party the attorneys’ fees and expenses incurred by the prevailing party in such action. As used in this provision, the term “person” shall have the same meaning given it in Section 13(d) of the Securities Exchange Act of l934 (“Exchange Act”), and the terms “affiliate and “controlling” shall have the same meanings given them in Rule 12b-2 under the Exchange Act.

11

ARTICLE VI

OTHER MATTERS

1. Corporate Seal

          The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.

2. Fiscal Year

          The fiscal year of the Corporation shall be the twelve months ending June 30th, or such other period as may be fixed by the Board of Directors.

3. Amendments

          Bylaws of the Corporation may be adopted, amended or repealed by vote of the holders of the shares at the time entitled to vote in the election of any directors. Bylaws may also be adopted, amended or repealed by the Board of Directors, but any bylaws adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as herein above provided.

          If any bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the bylaw so adopted, amended or repealed, together with a concise statement of the changes made.

12

EXHIBIT “A”
TO
MONEY MART CSO, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 of 3)

Article I, Section 1, is amended as follows:

1. Annual Meeting

The annual meeting of the shareholders of the corporation far election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date and time and at such place, in or outside the State of Oklahoma, as may be determined by the Board of Directors.

Article I, Section 2, Line 1, is amended as follows:

Special meetings of the shareholders may be called by the Board of Directors, Chairman of the Board, Chief Executive Officer, or in his absence, the President, if any; and shall be called by the Board upon written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be called.

The remainder of this section remains unchanged.

Article II, Section 2, is amended as follows:

2. Number of Directors

The number of directors constituting the entire Board of Directors shall be the number not less than two nor more than ten fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however; that no decrease shall shorten the term of an incumbent director, and provided further that if all the shares of the Corporation are beneficially and of record by less than two shareholders, the number of directors may be less than two but not less than the number of shareholders.

Article II, Section 5, First Paragraph, Third Sentence is amended as follows:

Special meetings of the Board may be held at any time upon the call of the Chief Executive Officer, or in his absence the President, if any, or any two directors.

The remainder of this section remains unchanged.

EXHIBIT “A”
TO
MONEY MART CSO, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 of 3)

Article II, Section 9, is amended as follows:

By replacing the term “three” with the term “two”. The remainder of this section remains unchanged.

Article III, Section 1, is amended as follows:

1. Officers

The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, Executive Vice President, Chief Financial Officer, Senior Vice President and Secretary. Any two or more offices may be held by the same person. The board of directors may appoint such other officers as it shall deem necessary, who shall hold their offices or such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Article III, Section 5, is amended as follows:

5. Chief Executive Officer

The Chief Executive Officer of the Corporation shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall also preside at all meetings of the shareholders and the Board of Directors.

The Chief Executive Officer shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed ad except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation

Article III, is amended by adding:

5(a). President

The President, if any, in the absence of the Chief Executive Officer, or in the event of his death, inability or refusal to act: the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as may be delegated to him by the Board of Directors or Chief Executive Officer.

EXHIBIT “A”
TO
MONEY MART CSO, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 3 of 3)

Article III, Section 8, is amended as follows:

8. Chief Financial Officer

The Chief Financial Officer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

The Chief Financial Officer shall disburse the funds as may be ordered by the Board of Directors, taking proper vouchers far such disbursements, and shall rented to the Chief Executive Officer and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all his transactions as Chief Financial Officer and of the financial condition of the Corporation.

If required by the Board of Directors, the Chief Financial Officer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Chief Financial Officer and for the restoration to the Corporation, in the case of the Chief Financial Officer’s death resignation retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Chief Financial Officer belonging to the Corporation

Article IV, First Paragraph, First Sentence, if amended as follows:

The shares of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the Chief Executive Officer or President or a Vice-President and the Secretary or an Assistant Secretary or the Chief Financial Officer.

The remainder of this section remains unchanged.

EX-3.33(A)

Exhibit 3.33(a)

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:00 PM 01/03/2001

010012019 — 3341331

CERTIFICATE OF INCORPORATION

-of-

MONEYMART, INC.

(a Delaware corporation)

     The undersigned, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, uader the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”) hereby certifies that:

     FIRST: The name of the corporation (hereinafter called the “corporation.”) is

MONEYMART, INC.

     SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is Corporation Trust Center, 1209 Oranges Street, in the City of Wilmington, County of New Castle, and the State of Delaware, and the name of the registered agent of the Corporation in the State of Delaware at said address is The Corporation Trust Company.

     THIRD: The nature of the business and the purposes to be conducted and promoted by the corporation are as follows:

     To conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

     FOURTH: The aggregate number of shares of stock that the Corporation shall have authority to issue is 100 shares, par value $0,001 per share, all of which all of which shall be of the same class and all of which are designated as common stock.

     FIFTH: The name and the mailing address of the incorporator are as follows;

NAME	MAILING ADDRESS
HILARY B. MILLER	112 Parsonage Road
	Greenwich Connecticut 06830-3842

Certificate of Incorporation of MONEYMART, INC. Page 1 of 4 Pages

     SIXTH: The corporation is to have perpetual existence.

     SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under § 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

     EIGHT: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

     1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.

     2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of § 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment of any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be

Certificate of Incorporation of MONEYMART, INC. Page 2 of 4 Pages

exercised by the Board of the Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsections (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

     3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder therefore to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shell entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

     NINTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

     TENTH: The corporation shall, to the fullest extent permitted by the provisions of § 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a di-

Certificate of Incorporation of MONEYMART, INC. Page 3 of 4 Pages

rector, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

     ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholder of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH.

Dated: January 8, 2001.

/s/ HILARY B. MILLER  

HILARY B. MILLER 

Incorporator 

Certificate of Incorporation of MONEYMART, INC. Page 4 of 4 Pages

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:30 PM 01/09/2001.

010013437 - 3341331

CERTIFICATE OF OWNERSHIP AND MERGER
- -of-
LMS DEVELOPMENT CORPORATION
(an Arizona corporation)
- -into-
MONEYMART, INC.
(a Delaware corporation)

     The undersigned hereby certifies that:

     1. LMS DEVELOPMENT CORPORATION (“LMS”) is a corporation of the State of Arizona, the laws of which permit a merger of a corporation of that jurisdiction with a corporation of another jurisdiction.

     2. LMS, as the owner of all of the outstanding shares of each class of the stock of MONEYMART, INC., a corporation of the State of Delaware (“Moneymart”), hereby merges itself into Moneymart.

     3. The following is a copy of the resolutions adopted on the 9th day of January, 2001, by the Boards of Directors of LMS and Moneymart to merge LMS into Moneymart:

     RESOLVED That LMS Development Corporation, an Arizona corporation (“LMS”), be reincorporated in the State of Delaware by merging itself into MONEYMART, INC., a Delaware corporation (“Moneymart”) pursuant to the laws of the State of Arizona and the State of Delaware as hereinafter Provided, so that the separate existence of LMS shall cease a soon as the merger shall become effective, and thereupon LMS and Moneymart will become a single corporation, which shall continue to exist under, and be governed by, the laws of the State of Delaware.

     RESOLVED, That the terms and conditions of the proposed merger are as follows:

     (a) From and after the effective time of the merger, all of the estate, property, rights, privileges, powers and franchises of LMS shall become vested in and be held by Moneymart as fully and entirely and without change or diminution as the same were

Certificate of Ownership and Merger Page 1 of 4 Pages

     before held and enjoyed by LMS, and Moneymart shall assume all of the obligations of LMS.

     (b) Each issued share of common stock of LMS shall be converted into one one-hundredth (1/100) share of common stock, no par value, of Moneymart; and, from and after the effective time of the merger, the holders of all of said issued shares of common stock of LMS shall automatically be and become holders of share of Moneymart upon the basis above specified, whether or not certificates representing said share are then issued and delivered.

     (c) After the effective time of the merger, each holder of record of any outstanding certificate or certificates theretofore representing common stock of LMS may surrender the same to Moneymart at its principal office in Berwyn, Pennsylvania, and such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing an equal number of shares of common stock of Moneymart. Until so surrendered, each outstanding certificate which prior to the effective time of the merger represented one or more shares of common stock of LMS shall be deemed for all corporate purposes to evidence ownership of an equal number of shares of common stock of Moneymart.

     (d) From and after the effective time of the merger, the Certificate of Incorporation of Moneymart shall be the Certificate of Incorporation of Moneymart as in effect immediately prior to such effective time and said Certificate of Incorporation, as herein amended and changed, shall continue in full force and effect until further amended and changed in the manner prescribed by the provisions of the General Corporation Law of the State of Delaware.

Certificate of Ownership and Merger Page 2 of 4 Pages

     (e) From and after the effective time of the merger, the By-Laws of Moneymart shall be the By-Laws of LMS as they were in effect immediately prior to such effective time.

     (f) The members of the Board of Directors and officers of Moneymart shall be the members of the Board of Directors and officers of LMS immediately before the effective time of the merger.

     (g) From and after the effective time of the merger, the assets and liabilities of LMS shall be entered on the books of Moneymart at the amounts at which they shall be carried at such time on the books of LMS, subject to such inter-corporate adjustments and eliminations, if any, as may be required to give effect to the merger, and subject to such action as may be taken by the Board of Directors of Moneymart in accordance With generally accepted accounting principles, the capital and surplus of Moneymart shall be equal to the capital and surplus of LMS.

     RESOLVED, That, in the event that the proposed merged shall not be terminated, the proper officers of LMS be, and they hereby are, authorized and directed to make and execute a Certificate of Ownership and Merger setting forth a copy of these resolutions to merge itself into Moneymart, and the date of adoption thereof, and to cause the same to be filed and recorded as provided by law, and to do all acts and things whatsoever, within the States of Arizona and Delaware and in any other appropriate jurisdiction necessary or proper to effect this merger.

     4. The proposed merger herein certified has been adopted, approved, certified, executed and acknowledged by LMS in accordance with the laws under which it is Organized.

     On the date set forth below, in the Township of Berwyn in the Commonwealth of Pennsylvania, the undersigned does hereby declare under the penalty of perjury that he signed the foregoing certificate in the official capacity set forth beneath his

Certificate of Ownership and Merger Page 3 of 4 Pages

signature, and that the statements set forth in said certificate are true of his own knowledge.

Dated: January 9, 2001	LMS Development Corporation
	By:	/s/ Donald F. Gayhardt
		Donald F. Gayhardt President

Certificate of Ownership and Merger Page 4 of 4 Pages

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:04 PM 01/22/2009

FILED 06:59 PM 01/22/2009

SRV 090061015 — 3341331 FILE

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT

It is hereby certified that;

          1. The name of the corporation (hereinafter called the “Corporation”) is MoneyMart, Inc.

          2. The registered office of the Corporation within the State of Delaware is hereby changed to 160 Greentree Drive, Suite 101, City of Dover 19904, County of Kent.

          3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

          4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on January 20, 2009.

/s/ Roy Hibberd Roy Hibberd, Secretary

EX-3.33(B)

Exhibit 3.33(b)

BYLAWS

OF

MONEYMART, INC.

ARTICLE I

SHAREHOLDERS

1. Annual Meeting

     A meeting of the shareholder shall be held annually for the election of director and the transaction of other business on such date in each year as may be determined by the Board of Directors, but in no event later then 100 days after the anniversary of the date of incorporation of the Corporation.

2. Special Meetings

     Special meetings of the shareholders may be called by the Board of Directors, Chairman of the Board or President and shall be called by the Board upon the written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote the meeting requested to be called. Such request shall state the purpose or purposes of the proposed meeting. At such special meetings the only business which may be transacted is that relating to the purpose or purposes set forth in the notice thereof.

3. Place of Meetings

     Meetings of the shareholder shall be held at such place within or outside of the State of Delaware as may be fixed by the Board of Directors. If no place is so fixed, such meetings shall be held at the principal office of the Corporation.

4. Notice of Meetings

     Notice of each meeting of the shareholders shall be given in writing and shall state the place, date and hour of the meeting and the purpose or purposes for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting.

     If, at any meeting, action is proposed to be taken which, if taken, would entitle objecting shareholders to receive payment for their Shares, the notice shall include a statement of that purpose and to that effect.

     A copy of the notice of each meeting shall be given, personally or by first class mail, not less than ten not more than fifty days before the date of the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to hare been given when deposited the United States mail, with postage thereon prepaid, directed to the shareholder at his address as appears on the record of the shareholders, or, if he shall have filed with the Secretary of the Corporation a written request that notices to him or her be mailed to some other address, then directed to him at such other address.

     When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new

record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice under this Section 4.

5. Waiver of Notice

     Notice of a meeting need not be given to any shareholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him or her.

6. Inspectors of Election

     The Board of Directors, in advance of any shareholders’ meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and on the request of any shareholder entitled to vote thereat shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment in advance of the meeting by the Board or at the meeting by the person presiding thereat Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of such inspector at such meeting with strict impartiality and according to the best of his ability.

     The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote at the meeting, count and tabulate all votes, ballots or consents, determine the result thereof, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting, or of any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question-or matter determined by them and shall execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of any vote certified by them.

7. List of Shareholders at Meetings

     A list of the shareholders as of the record date, certified by the Secretary or any Assistant Secretary or by a transfer agent, shall be produced at any meeting of the shareholders upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or the person presiding thereat, shall require such list of the shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be Shareholders entitled to vote thereat may vote at such meeting.

8. Qualification of Voters

     Unless otherwise provided in the Certificate of Incorporation, every shareholder of record shall be entitled at every meeting of the shareholders to one vote for every share standing in its name on the record of the shareholders.

     Treasury shares as of the record date and shares held as of the record date by another domestic or foreign corporation of any kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held as of the record date by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.

     Shares held by administrator, executor, guardian, conservator, committee of other fiduciary, other than a trustee, may be voted by such fiduciary, either in person or by proxy, without the transfer of such shares

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into the name of such fiduciary. Share held by a trustee may be voted by him or her, either in person or by proxy, only after the shares have been transferred into his name as trustee or into the name of his nominee.

     Shares Standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the bylaws of such corporation may provide, or, in the absence of such provision, as the board of directors of such corporation may determine.

     No shareholder shall sell his vote, or issue a proxy to vote, to any person for any sum of money or anything of value except as permitted by law.

9. Quorum of Shareholders

     The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote at any meeting of the shareholders shall constitute a quorum at such meeting for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified item of business.

     When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

     The shareholders who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum.

10. Proxies

     Every shareholder entitled to vote at a meeting of the shareholders, or to express consent or dissent without a meeting, may authorize another person or persons to act for him by proxy.

     Every proxy must be signed by the shareholder or its attorney. No proxy shall be valid after the expiration of eleven months from the date there of unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

     The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy, unless before the authority is exercised written notice of an adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary.

11. Vote Consent of Shareholders

     Directors, except as otherwise required by law, shall be elected by a plurality of the votes cast at a meeting of shareholder by the holders of shares entitled to vote in the election.

     Whenever any corporate action other than the election of directors, is to be taken by vote of the shareholder, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

      Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. Written consent thus given by the holders of all outstanding shares entitled to vote shall have the same effect as an unanimous vote of shareholders.

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12. Fixing The Record Date

     For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or far the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be less than ten nor more then fifty days before the date of such meeting, nor more than fifty days prior to any other action.

     When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date for the adjourned meeting.

ARTICLE II

BOARD OF DIRECTORS

1. Power of Board and qualification of Directors

     The business of the Corporation shall be managed by the Board of Directors. Each director shall be at least eighteen years of age.

2. Number of Directors

     The number of directors constituting the entire Board of Directors shall be the number, not less than three nor more than ten, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however, that no decrease shall shorten the term of an incumbent director, and provided further that if all of the shares of the Corporation are owned beneficially and of record by less than three shareholders, the number of directors may be less than three but not less than the number of shareholders. Until otherwise fixed by the directors, the number of directors constituting the entire Board shall be one.

3. Election and Term of Directors

     At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting and until their successors have been elected and qualified or until their death, resignation or removal in the manner hereinafter provided.

4. Quorum of Directors and Action by the Board

     A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and, except where otherwise provided herein, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.

     Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

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5. Meetings of the Board

     An annual meeting of the Board of Directors shall be held in each year directly after the annual meeting of shareholders. Regular meetings of the Board Shall be held or such times as may be fixed by the Board. Special meetings of the Board may be held at any time upon the call of the President or any two directors.

     Meetings of the Board of Directors shall be held at such places as may be fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings. If no place is so fixed, meetings of the Board shall be held at the principal office of the Corporation. Any one or more members of the Board of Directors may participate in meetings by means of a conference telephone or similar communications equipment.

     No notice need be given of annual or regular meetings of the Board of Directors Notice of each special meeting of the Board shall be given to each director either by mail not later than noon. Delaware time, on the third day prior to the meeting or by telegram, written message or orally not later than noon, Delaware time, on the day prior to the meeting. Notices are deemed to have been properly given if given: by mail, when deposited in the United States mail; by telegram at the time of filing; or by messenger at the time of delivery. Notices by mail, telegram or messenger shall be sent to each director at the address designated by him for that purpose or, if none has been so designated, at his last known residence or business address.

     Notice of a meeting of the Board of Directors need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or as its commencement, the lack of notice to any director.

A notice, or waiver of notice, need act specify the purpose of any meeting of the Board of Directors.

     A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall be given, in the manner described above, to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

6. Resignations

     Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.

7. Removal of Directors

     Any one or more of the directors may be removed for cause by action of the Board of Directors. Any or all of the directors may be removed with or without cause by vote of the shareholders.

8. Newly Created Directorships and Vacancies

     Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason except the removal of directors by shareholders may be filed by vote of a majority of the directors the in office, although less than a quorum exists. Vacancies occurring as a result of the removal of directors by shareholders shall be filled by me shareholder. A director elected to fill a vacancy shall be elected to hold office for the unexpired tern of his predecessor.

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9. Executive and Other Committees of Directors

     The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees each consisting of three or more directors and each of which, to the extant provided in the resolution, shall have all the authority of the Board except that no such committee shall have authority as to the following matters: (a) the submission to shareholders of any action that needs shareholders’ approval; (b) the filling of vacancies in the Board or in any committee; (c) the fixing of compensation of the directors for serving on the Board or on any committee; (d) the amendment or repeal of the bylaws, or the adoption of new bylaws; (e) the amendment or repeal of any resolution of the Board which, by its term, shall not be so amendable or repealable; or (f) the removal or indemnification of directors.

     The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.

     Unless a greater proportion is required by the resolution designating a committee a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present shall be the act of such committee.

     Each such committee shall serve at the pleasure of the Board of Directors.

10. Compensation of Directors

     The Board of Directors shall have authority to fix the compensation of directors for services in any capacity.

11. Interest of Directors in a Transaction

     Unless shown to be unfair and unreasonable as to the Corporation or contract or other transaction between the Corporation and one or mote of its directors, or between the Corporation and any other corporation, firm, association or other entity in which one or more of the directors are directors or officers, or are financially interested, shall be either void or voidable, irrespective of whether such interested director or directors are presents at a meeting of the Board of Directors. or of a committee thereof, which authorizes such contract or transaction and irrespective of whether his or their votes are counted for such purpose. It the absence of fraud any such contract and transaction conelusively may be authorized or approved as fair and reasonable by: (a) the Board of Directors or a duly empowered committee thereof, by a vote sufficient for such purpose without counting the vote or votes of such interested director or directors (although such interested director or directors may be counted in determining the presence of a quorum at the meeting which authorizes such contract or transaction), if the fact of such common directorship, officership or financial interest is disclosed or known to the Board or committee, as the case may be; or (b) the shareholders entitled to vote for the election of directors, if such common directorship, officership or financial interest is disclosed or known to such shareholders.

     Notwithstanding the foregoing, no loan, except advances in connection with indemnification, shall be made by the Corporation to any director unless it is authorized by vote of the shareholders without counting any shares of the director who would be the borrower or unless the director who would be the borrower is the sole shareholder of the Corporation.

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ARTICLE III

OFFICERS

1. Election of Officers

     The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect a President, a Secretary, and a Treasurer, and from time to time may elect or appoint such other officers as it may determine. Any two or more offices may be held by the same person except that the same person may not hold the offices of President and Secretary unless the person is the sole shareholder of the Corporation and holding of said offices of President and Secretary by such person is permitted under applicable law. The Board of Directors may also elect one or more Vice Presidents. Assistant Secretaries and Assistant Treasurers.

2. Other Officers

     The Board of Directors may appoint such others officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

3. Compensation

     The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

4. Term of Office and Removal

     Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer, his term of office shall extend to and expire at the meeting of the Board following the next annual meeting of shareholders. Any officer may be removed by the Board with or without cause, at any time. Removal of an officer without cause shall be without prejudice to his rights, if any, and the election or appointment of an officer shall not of itself create contract rights.

5. President

     The President shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolution of the Board of Directors are carried into effect. The President shall also preside at all meetings of the shareholders and the Board of Directors.

     The President shall execute bonds, mortgages and other contract requiring a seal, under the seal of the Corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

6. Vice Presidents

     The Vice Presidents, in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the Presidentand shall perform each Other duties as the Board of Directors shall prescribe.

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7. Secretary and Assistant Secretaries

     The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committers when required. The Secretary shall give or cause to be given, notice of all meetings of the shareholders and special meetings, of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary’s signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

     The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of such designation, then in the order of their election, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

8. Treasurer and Assistant Treasurers

     The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

     The Treasurer shall disburse the funds as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall reader to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

     If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer, and for the restoration to the Corporation, in the case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Corporation.

     The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of such designation, then in the order of their election, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

9. Books and Records

     The Corporation shall keep; (a) correct and complete books and records of account; (b) minutes of the proceedings of the shareholders. Board of Directors and any committees of directors and (c) a current list of the directors and officers and their residence addresses. The Corporation shall also keep at its office in the State of Delaware or at the office of its transfer agent or registrar in the State of Delaware, if any, a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.

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     The Board of Directors may determine whether and to what extent and it what times and places and under what conditions and regulations any accounts, books, records or other documents of the Corporation shall be open to inspection, and no creditor, security holder or other person shall have any right to inspect any accounts, books, records or other documents of the Corporation except as conferred by statute or as so authorized by the Board.

10. Checks, Notes, etc.

     All checks and drafts on, and withdrawals from the Corporation’s accounts with banks or other financial institution, and all bills of exchange, notes and other instruments for the payment of money, drawn, made, endorsed, or accepted by the Corporation, shall be signed on its behalf by the person or persons thereon to authorized by, or pursuant to resolution of, the Board of Directors.

ARTICLE IV

CERTIFICATES AND TRANSFERS OF SHARES

1. Forms of Share Certificates

     The share of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. The shares may be scaled with the seal of the Corporation or a facsimile thereof. The signatures of the officer upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.

     Each certificate representing shares issued by the Corporation shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge a full statement of the designation, relative rights, preferences and limitations of the share of each class of shares, if more than one, authorized to be issued and the designation. relative rights, preferences and limitations of each series of any class of preferred shares authorized to be issued so far as the same have been fixed, and the authority of the Board of Directors to desingate and fix the relative rights, preferences and limitations of other series.

     Each certificate representing shares shall state upon the face thereof: (a) that the Corporation is formed under the laws of the State of Delaware; (b) the name of the person or persons to whom issued; and (c) the number and class of share, and the designation of the series, if any, which such certificate represents.

2. Transfers of Share

     Shares of the Corporation shall be transferable on the record of shareholders upon presentment to the Corporation of a transfer agent of a certificate or certificates representing the shares requested to be transferred, with proper endorsement on the certificate or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require.

3. Lost Stolen or Destroyed Share Certificates

     No certificate for shares of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or wrongfully taken, except, if and to the extent required by the Board of Directors upon: (a) production of evidence of loss, destruction or wrongful taking; (b) delivery of a bond indemnifying the

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Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate; (c) payment of the expenses’ of the Corporation and its agents incurred in connection with the issuance of the new certificate; and (d) compliance with other such reasonable requirements as may be imposed.

ARTICLE V

INDEMNIFICATION

1. Indemnification In Actions, Suits or Proceedings Other Than Those by or in the Right of the Corporation

     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, Suit or proceeding, if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such Conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful.

     The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner which such person reasonably believed, to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had resonable cause to believe that such conduct was unlawful.

2 .Indemnification in Actions, Suits or Proceedings by or in the Right of the Corporation

     The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director of officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorney’s fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interest of the Corporation. No such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

     The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a

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judgment in its favor by reason of the fact that such person is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and is a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation. No such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

3. Authorization of Indemnification

     Any indemnification under this Article VI shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director. Officer, employee or agent is proper in the circumstances because such person or persons have met the applicable standard of conduct set forth in Sections 1 and 2 hereof. Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding even though less than a quorum, or (2) If there are no such directors, or if such directors, so direct, by independent legal counsel in a written opinion, or (3) by the stockholders.

4. Advancement of Expenses

     The Corporation may advance expenses (including attorneys’ fees) incurred by a director or officer in advance of the final disposition of such action, suit or proceeding upon the receipt of an undertaking by or on behalf of the director of officer to repay such amount if it shall ultimately be determined that such director or officer is not entitled to indemnification. The Corporation may advance expenses (including attorneys’ fees) incurred by an employee or agent in advance of the final disposition of such action, suit or proceeding upon such terms and conditions, if any, as the Board of Directors deems appropriate.

5. Claims

     If a claim for indemnification or payment of expenses under this Article 5 is not paid within 60 days after a written claim therefore is received by the Corporation, the claimant may recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting the claim. In any such action, the Corporations shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

6. Insurance

     The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article.

7. Stockholder Suits, Attorneys’ Fees

     No stockholder shall bring any action or lawsuit against the Corporation, any of its subsidiaries or its affiliates, or any officer of director thereof (in their respective capacities), unless such stockholder and any person controlling such stockholder shall have entered into a written agreement with the Corporation, reasonably satisfactory to it, requiring the losing party, and any person controlling the stockholder, if the stockholder shall be the losing party, to pay to the prevailing party the attorney’s fees and expenses incurred by the prevailing party in such action. As used in this provision, the term “person” shall have the same meaning given it in Section 13(d) of

11

the Securities Exchange Act of 1934 (“Exchange Act”), and the terms “affiliate” and “controlling” shall have the same meanings given them in Rule 12b-2 under the Exchange Act.

ARTICLE VI

OTHER MATTERS

1. Corporate Seal

     The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.

2. Fiscal Year

     The fiscal year of the Corporation shall be the twelve months ending December 31st, or such other period as may be fixed by the Board of Directors.

3. Amendments

     Bylaws of the Corporation may be adopted, amended or repealed by vote of the holders of the shares at the time entitled to vote in the election of any directors. Bylaws may also be adopted, amended or repealed by the Board of Directors, but any bylaws adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as herein above provided.

     If any bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the bylaw so adopted, amended or repealed, together with a concise statement of the changes made.

12

EXHIBIT “A”
TO
MONEYMART, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 of 3)

Article I, Section 1, is amended as follows:

1. Annual Meeting

The annual meeting of the shareholders of the corporation for election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date and time and at such place. in or outside the State of Oklahoma, as may be determined by the Board of Directors.

Article I, Section 2, Line 1, is amended as follows:

Special meetings of the shareholders may be called by the Board of Directors. Chairman of the Board, Chief Executive Officer, or in his absence, the President, if any; and shall be called by the Board upon written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be called.

The remainder of this section remains unchanged.

Article II, Section 2, is amended as follows:

2. Number of Directors

The number of directors constituting the entire Board of Directors shall be the number not less than two nor more than ten, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease. if there were no vacancies, provided however; that no decrease shall shorten the term of an incumbent director, and provided further that if all of the shares of the Corporation are beneficially and of record by less than two shareholders, the number of directors may be less than two but not less than the number of shareholders.

Article II, Section 5, First Paragraph, Third Sentence is amended as follows:

Special meetings of the Board may be held at any time upon the call of the Chief Executive Officer, or in his absence the President, if any or any two directors.

The remainder of this section remains unchanged.

EXHIBIT “A”
TO
MONEYMART, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 of 3)

Article II, Section 9, is amended as follows:

By replacing the term “three” with the term “two”. The remainder of this section remains unchanged.

Article III, Section 1, is amended as follows:

1. Officers

The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, Executive Vice President, Chief Financial Officer, Senior Vice President and Secretary. Any two or more offices may be held by the same person. The board of directors may appoint such other officers as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Article III, Section 5, is amended as follows:

5. Chief Executive Officer

The Chief Executive Officer of the Corporation shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall also preside at all meetings of the shareholders and the Board of Directors.

The Chief Executive Officer shall execute bonds, mortgages and at other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation

Article III, is amended by adding:

5(a). President

The President. if any, in the absence of the Chief Executive Officer, or in the event of his death, inability or refusal to act; the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as may be delegated to him by the Board of Directors or Chief Executive Officer.

EXHIBIT “A”
TO
MONEYMART, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 3 of 3)

Article III, Section 8, is amended as follows:

8. Chief Financial Officer

The Chief Financial Officer shall have the custody of the corporate funds and securities: shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation: and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

The Chief Financial Officer shall disburse the funds as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall rented to the Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Chief Financial Officer and of the financial condition of the Corporation

If required by the Board of Directors, the Chief Financial Officer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Chief Financial Officer, and for the restoration to the Corporation, in the case of the Chief Financial Officer’s death, resignation, retirement or removal from Office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Chief Financial Officer belonging to the Corporation

Article IV, First Paragraph, First Sentence, if amended as follows:

The shares of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the Chief Executive Officer or President or a Vice-President and the Secretary or an Assistant Secretary or the Chief Financial Officer.

The remainder of this section remains unchanged.

EX-3.34(A)

Exhibit 3.34(a)

ARTICLES OF INCORPORATION

OF

PACIFIC RING ENTERPRISES, INC.

The undersigned desiring to form a corporation under the laws of the state of California declares :

1.	The name of this corporation is: PACIFIC RING ENTERPRISES, INC.
2.	The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of California, other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California corporations’ Code.
3.	The name and address in this state of this corporation’s initial agent for service of process is :

ARNOLD L. ROSS, ESQ.
9665 Wilshire Boulevard
Eighth Floor
Beverly Hills, California 90212

4. The corporation is authorized to issue 100,000 shares of capital stock all of one class to be designated “common stock.”

5. Before being offered to anyone else, any shares, options or securities having conversion or option rights issued by the Board of Directors of this corporation must first be offered to the shareholders of the one class of capital stock issued by this corporation designated “common stock”.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation this 25th day of March, 1983.

/s/ BARRY LEIGH WEISSMAN  

BARRY LEIGH WEISSMAN 

I, hereby declare that I am the person that executed the foregoing Articles of PACIFIC RING ENTERPRISES, INC., and that said Articles of Incorporation are my own act and deed.

Executed at Beverly Hills, California, this 25th day of March, 1983.

/s/ BARRY LEIGH WEISSMAN  

BARRY LEIGH WEISSMAN 

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EX-3.34(B)

Exhibit 3.34(b)

AMENDED AND RESTATED BYLAWS

for the regulation, except as
otherwise provided by statute or
the Articles of Incorporation, of

PACIFIC RING ENTERPRISES, INC.
a California corporation

TABLE OF CONTENTS

				Page
ARTICLE I.			GENERAL PROVISIONS	1
	Section 1.1		Name	1
	Section 1.2		Principal Executive Office	1
	Section 1.3		Other Offices	1
	Section 1.4		Governing Law	1
	Section 1.5		Construction and Definitions	1
ARTICLE II.			SHARES AND SHAREHOLDERS	2
	Section 2.1		Meetings of Shareholders	2
		(a)	Place of Meetings	2
		(b)	Annual Meetings	2
		(c)	Special Meetings	2
		(d)	Notice of Meetings	2
		(e)	Adjourned Meeting and Notice Thereof	3
		(f)	Waiver of Notice	3
		(g)	Quorum	3
	Section 2.2		Action Without a Meeting	3
	Section 2.3		Voting of Shares	4
		(a)	In General	4
		(b)	Cumulative Voting	4
		(c)	Election by Ballot	4
	Section 2.4		Proxies	4
	Section 2.5		Inspectors of Election	5
		(a)	Appointment	5
		(b)	Duties	5

- i -

				Page
	Section 2.6		Record Date	5
	Section 2.7		Share Certificates	6
		(a)	In General	6
		(b)	Two or More Classes or Series	6
		(c)	Special Restrictions	6
	Section 2.8		Transfer of Certificates	7
	Section 2.9		Lost Certificates	7
ARTICLE III.			DIRECTORS	7
	Section 3.1		Number of Directors	7
	Section 3.2		Powers	7
	Section 3.3		Committees of the Board	8
	Section 3.4		Election and Term of Office	8
	Section 3.5		Vacancies	8
	Section 3.6		Removal	9
	Section 3.7		Resignation	9
	Section 3.8		Meetings of the Board of Directors and Committees	9
		(a)	Regular Meetings	9
		(b)	Organization Meeting	9
		(c)	Special Meetings	9
		(d)	Notices; Waivers	9
		(e)	Adjournment	9
		(f)	Place of Meeting	10
		(g)	Presence by Conference Telephone Call	10
		(h)	Quorum	10
	Section 3.9		Action Without Meeting	10

- ii -

				Page
	Section 3.10		Committee Meetings	10
ARTICLE IV.			OFFICERS	10
	Section 4.1		Officers	10
	Section 4.2		Elections	10
	Section 4.3		Other Officers	10
	Section 4.4		Removal	11
	Section 4.5		Resignation	11
	Section 4.6		Vacancies	11
	Section 4.7		Chairman of the Board	11
	Section 4.8		President	11
	Section 4.9		Vice President	11
	Section 4.10		Secretary	12
	Section 4.11		Chief Financial Officer	12
	Section 4.12		Treasurer	12
ARTICLE V.			MISCELLANEOUS	12
	Section 5.1		Records and Reports	12
		(a)	Books of Account and Proceedings	12
		(b)	Annual Report	12
		(c)	Shareholders’ Requests for Financial Reports	12
	Section 5.2		Rights of Inspection	13
		(a)	By Shareholders	13
		(b)	By Directors	14
	Section 5.3		Checks, Drafts, Etc.	14
	Section 5.4		Representation of Shares of Other Corporations	14

- iii -

			Page
	Section 5.5	Indemnification of Directors, Officers, Employees, and Other Agents	14
	Section 5.6	Time Notice Given or Sent	14
ARTICLE VI.		AMENDMENTS	15
	Section 6.1	Amendment By Shareholders	15
	Section 6.2	Amendment By Directors	15

- iv -

AMENDED AND RESTATED

BYLAWS

OF

PACIFIC RING ENTERPRISES, INC.

(A California corporation)

ARTICLE I. GENERAL PROVISIONS

Section 1.1 Name. The name of the corporation shall be “Pacific Ring Enterprises, Inc.” The corporation shall be authorized to do business under any fictitious business name, or variation of its legal name, as the Board of Directors may choose from time to time.

Section 1.2 Principal Executive Office. The Board of Directors shall designate the location of the principal executive office of the corporation at any place within or without the State of California. The Board of Directors shall have the power to change the principal executive office to another location and may designate and locate one or more subsidiary offices within or without the State of California.

Section 1.3 Other Offices. The Board of Directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.

Section 1.4 Governing Law. This corporation is organized under the provisions of the California General Corporation Law (Corporation Code Sections 100-2319) as in effect on the date of filing of its original Articles of Incorporation, namely March 31, 1983. Upon such filing the California Secretary of State assigned the following corporation number to this corporation: 1138587. The corporate affairs of this corporation shall be governed by and conducted in accordance with the provisions of the California General Corporation Law, as the same presently exist and are from time to time hereafter amended or superseded, except in those instances where the Articles of Incorporation or Bylaws of this corporation, now or through amendment hereafter, may adopt alternative rules which are permissible under the California General Corporation Law. Any provision (or portion thereof) in these Bylaws which is not permissible under the California General Corporation Law or is inconsistent with the Articles of Incorporation of this corporation (as they may from time to time be amended and supplemented) is void, but the balance of these Bylaws shall nevertheless be valid and effective.

Section 1.5 Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California General Corporation Law shall govern the construction of these By-laws. Without limiting the generality of the

forgoing, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE II. SHARES AND SHAREHOLDERS

Section 2.1 Meetings of Shareholders.

     (a) Place of Meetings. Meetings of shareholders shall be held at any place within or without the State of California designated by the Board of Directors. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the corporation.

     (b) Annual Meetings. An annual meeting of the shareholders of the corporation shall be held on such date and at such time as shall be designated by the Board of Directors. Should said day fall upon a legal holiday, the annual meeting of shareholders shall be held at the same time on the next day thereafter ensuing which is a full business day. At each annual meeting directors shall be elected, and any other proper business may be transacted.

     (c) Special Meetings. Special meetings of the shareholders may be called by the Board of Directors, the chairman of the board, the president, or by the holders of shares entitled to cast not less than 10 percent of the votes at the meeting. Upon request in writing to the chairman of the board, the president, any vice president or the secretary by any person (other than the board) entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice.

     (d) Notice of Meetings. Notice of any shareholders’ meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (ii) in the case of the annual meeting those matters which the Board, at the time of the giving of the notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the board for election.

     If action is proposed to be taken at any meeting which action is within Sections 310, 902, 1201, 1900 or 2007 of the General Corporation Law of the State of California, the notice shall also state the general nature of that proposal.

     Notice or a shareholders’ meeting shall be given either personally or by first-class mail, or other means of written communication, charges prepaid, addressed to the shareholder at the address of such shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice; or if no such address appears or is given, at the place where the principal executive office of the corporation is

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located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notices shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication. An affidavit of mailing of any notice executed by the secretary, assistant secretary or any transfer agent, shall be prima facie evidence of the giving of the notice.

     (e) Adjourned Meeting and Notice Thereof. Any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented either in person or by proxy whether or not a quorum is present. When a shareholders’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. However, if the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

     (f) Waiver of Notice. The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not Present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of subparagraph (d) of Section 2.1 of this Article II, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

     (g) Quorum. The presence in person or by proxy of the persons entitled to vote a majority of the shares entitled to vote at any meeting shall constitute a quorum four the transaction of business. If a quorum is present, the affirmative vote of the majority of the shares represented and voting at the meeting (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by law or the Articles of Incorporation of the corporation.

     The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum, provided that any action taken (other than adjournment) must be approved by at least a majority of the shares required to constitute a quorum.

Section 2.2 Action Without a Meeting. Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if consent in writing, setting forth the action so taken, shall be signed by the holders of

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outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Not withstanding the foregoing, directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors, except as provided by Section 3.4 hereof.

     Where the approval of shareholders is given without a meeting by less than unanimous written consent, unless the consents of all shareholders entitled to vote have been solicited in writing, the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. In the case of approval of transactions pursuant to Section 310, 317, 1201 or 2007 of the General Corporation Law of the State of California, the notice shall be given at least 10 days before the consummation of any action authorized by that approval. Such notice shall be given in the same manner as notice of shareholders’ meeting.

Section 2.3 Voting of Shares.

     (a) In General. Except as otherwise provided in the Articles of Incorporation and, subject to subparagraph (b) hereof, each outstanding share, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote of shareholders.

     (b) Cumulative Voting. At any election of directors, every shareholders complying with this paragraph (b) and entitled to vote may cumulate his or her votes and give one (1) candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principle among as many candidates as the shareholder thinks fit. No shareholder shall be entitled to cumulate votes (i.e., cast for anyone (1) or more candidates a number of votes greater than the number of votes which such shareholder normally is entitled to cast) unless such candidate or candidates’ names have been placed in nomination prior to the voting and the shareholder has given notice at the meeting prior to the voting of the shareholder’s intention to cumulate the shareholder’s votes. If anyone (1) shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination. In any election of directors, the candidates receiving the highest number of affirmative votes up to the number of directors to be elected by such shares are elected; votes against a director and votes withheld shall have no legal effect.

     (c) Election by Ballot. Elections for directors need not be by ballot unless a shareholder demands election by ballot at the meeting and before the voting begins.

Section 2.4 Proxies. Every person entitled to vote shares may authorize another person or persons to act by proxy with respect to such shares. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto, except as otherwise herein provided. Such revocation may be effected by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by the person executing the prior proxy and presented to the meeting, or as to any meeting by attendance at such meeting and voting in person by the person executing the proxy. The dates contained on the forms of proxy presumptively determine the order of

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execution, regardless of the postmark dates on the envelopes in which they are mailed. A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of such death or incapacity is received by the corporation. The revocability of a proxy that states on its face that it is irrevocable, shall be governed by the provisions of Sections 705(e) and 705(f) of the California General Corporation Law.

Section 25 Inspectors of Election.

     (a) Appointment. In advance of any meeting of shareholders the Board may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any meeting of shareholders may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election (or persons to replace those who so fail or refuse) at the meeting. The number of inspectors shall be either one (l) or three (3). If appointed at a meeting on the request of one (1) or more shareholders or proxies, the majority of shares, represented in person or by proxy shall determine whether one (l) or three (3) inspectors are to be appointed.

     (b) Duties. The inspectors of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies, receive votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls shall close, determine the result and do such acts as may be proper to conduct the election or vote with fairness to all shareholders. The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

Section 2.6 Record Date. In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days prior to the date of such meeting nor more than 60 days prior to any other action. If no record date is fixed:

          (1) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

          (2) The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board has been taken, shall be the day on which the first written consent is given.

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          (3) The record date for determining shareholder for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the board fixes a new record date for the adjourned meeting, but the board shall fix a new record date if the meeting is adjourned for more than 45 days from the date set for the original meeting.

     Shareholders at the close of business on the record date are entitled to notice and to vote or to receive the dividend, distribution or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the Articles of Incorporation or by agreement or in the California General Corporation Law.

Section 2.7 Share Certificates.

     (a) In General. The corporation shall issue a certificate or certificates representing shares of its capital stock. Each certificate so issued shall be signed in the name of the corporation by the chairman or vice chairman of the board or the president or a vice president and by the chief financial officer or an assistant treasurer or the secretary or any assistant secretary, shall state the name of the record owner thereof and shall certify the number of shares and the class or series of shares represented thereby. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

     (b) Two or More Classes or Series. If the shares of the corporation are classified or if any c1ass of shares has two or more series, there shall appear on the certificate one (1) of the following:

          (1) A statement of the rights, preferences, privileges, and restrictions granted to or imposed upon the respective classes or series of shares authorized to be issued and upon the holders thereof; or

          (2) A summary of such rights, preferences, privileges and restrictions with reference to the provisions of the Articles of Incorporation and any certificates of determination establishing the same; or

          (3) A statement setting forth the office or agency of the corporation from which shareholders may obtain upon request and without charge, a copy of the statement referred to in subparagraph (1).

     (c) Special Restrictions. There shall also appear on the certificate (unless stated or summarized under subparagraph (1) or (2) of subparagraph (b) above) the statements required by all of the following clauses to the extent applicable:

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          (1) The fact that the shares are subject to restrictions upon transfer.

          (2) If the shares are assessable, a statement that they are assessable.

          (3) If the shares are not fully paid, a statement of the total consideration to be paid therefor and the amount paid thereon.

          (4) The fact that the shares are subject to a voting agreement or an irrevocable proxy or restrictions upon voting rights contractually imposed by the corporation.

          (5) The fact that the shares are redeemable.

          (6) The fact that the shares are convertible and the period for conversion.

Section 2.8 Transfer of Certificates. Where a certificate for shares is presented to the corporation or its transfer clerk or transfer agent with a request to register a transfer of shares, the corporation shall register the transfer, cancel the certificate presented, and issue a new certificate if: (a) the security is endorsed by the appropriate person or persons; (b) reasonable assurance is given that those endorsements are genuine and effective; (c) the corporation has no notice of adverse claims or has discharged any duty to inquire into such adverse claims; (d) any applicable law relating to the collection of taxes has been complied with; (e) the transfer is not in violation of any federal or state securities law; and (f) the transfer is in compliance with any applicable agreement governing the transfer of the shares.

Section 2.9 Lost Certificates. Where a certificate has been lost, destroyed or wrongfully taken, the corporation shall issue a new certificate in place of the original if the owner: (a) so requests before the corporation has notice that the certificate has been acquired by a bona fide purchaser; (b) files with the corporation a sufficient indemnity bond, if so requested by the Board of Directors; and (c) satisfies any other reasonable requirements as may be imposed by the Board. Except as above provided, no new certificate for shares shall be issued in lieu of an old certificate unless the corporation is ordered to do so by a court in the judgment in an action brought under Section 419 (b) of the California General Corporation Law.

ARTICLE III. DIRECTORS

Section 3.1 Number of Directors. The authorized number of directors shall be three (3) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting or the shares not consenting in the case of action by written consent, are equal to more than 16-2/3% of the outstanding shares entitled to vote.

Section 3.2 Powers. Subject to the provisions of the California General Corporation Law and the Articles of Incorporation, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board may delegate the management of the day-to-day operations of the

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business of the corporation to a management company or other person provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

Section 3.3 Committees of the Board. The Board may, by resolution adopted by a majority of the authorized number of directors, designate one (1) or more committees, each consisting, of two or more directors, to serve at the pleasure of the Board. The Board may designate one (l) or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any such committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except with respect to:

          (1) The approval of any action which also requires, under the California General Corporation Law, shareholders’ approval or approval of the outstanding shares;

          (2) The filling of vacancies on the Board or in any committee.

          (3) The fixing of compensation of the directors for serving on the Board or on any committee.

          (4) The amendment or repeal of bylaws or the adoption of new bylaws.

          (5) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable.

          (6) A distribution (within the meaning of the California General Corporation Law) to the shareholders of the corporation, except at a rate or in a periodic amount or within a price rang determined by the Board.

          (7) The appointment of other committees of the Board or the members thereof.

Section 3.4 Election and Term of Office. The directors shall be elected at each annual meeting of shareholders but, if any such annual meeting is not held or the directors are not elected thereat the directors may be elected at any special meeting of shareholders held for that purpose. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Section 3.5 Vacancies. Except for a vacancy created by the removal of a director, vacancies on the Board may be filled by approval of the Board or, if the number of directors then in office is less than a quorum, by (a) the unanimous written consent of the directors then in office, (b) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice under the California General Corporation Law, or (c) a sole remaining director. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote.

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     The Board of Directors shall have the power to declare vacant the office of a director who has been declared of unsound mind by an order of court, or convicted of a felony.

Section 3.6 Removal. Any or all of the directors may be removed without cause if such removal is approved by the vote of a majority of the outstanding shares entitled to vote, except that no director may be removed (unless the entire board is removed) when the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected.

Section 3.7 Resignation. Any director may resign effective upon giving written notice to the chairman of the board, the president, the secretary or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 3.8 Meetings of the Board of Directors and Committees.

     (a) Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place within or without the State as may be designated from time to time by resolution of the Board or by written consent of all members of the Board or in these bylaws.

     (b) Organization Meeting. Immediately following each annual meeting of shareholders the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business. Notice of such meetings is hereby dispensed with.

     (c) Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairman of the board or the president or, by any vice president or the secretary or any two directors.

     (d) Notices; Waivers. Special meetings shall be held upon four (4) days’ notice by mail or forty-eight (48) hours’ notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile; electronic mail, or other electronic means. Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such Waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

     (e) Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of such adjournment to another time and place shall be given

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prior to the time of the adjourned meeting to the directors who were not present at the time of adjournment.

     (f) Place of Meeting. Meetings of the Board may be held at any place within or without the state which has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, then such meeting shall be held at the principal executive office of the corporation, or such other place designated by resolution of the Board.

     (g) Presence by Conference Telephone Call. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Such participation constitutes presence in person at such meeting.

     (h) Quorum. A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless greater number be required by law or by the Articles of Incorporation. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 3.9 Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

Section 3.10 Committee Meetings. The provisions of Sections 3.7 and 3.8 of these by laws apply also to committees of the Board and action by such committees, mutatis mutandis.

ARTICLE IV. OFFICERS

Section 4.1 Officers. The officers of the corporation shal1 consist of a chairman of the board or a president, or both, a secretary, a chief financial officer, and such additional officers as may be elected or appointed in accordance with Section 4.3 of these by laws and as may be necessary to enable the corporation to sign instruments and share certificates. Any number of offices may be held by the same person.

Section 4.2 Elections. All officers of the corporation, except such officers as may be otherwise appointed in accordance with section 4.3. shall be chosen by the Board of Directors, and shall serve at the pleasure of the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.

Section 4.3 Other Officers. The Board of Directors, the chairman of the board, or the president at their or his discretion, may appoint one (1) or more vice presidents, one (1) or more assistant secretaries, a treasurer, one (1) or more assistant treasurers, or such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as the Board of Directors, the

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chairman of the board, or the president, as the case may be, may from time to time determine.

Section 4.4 Removal. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors, without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 4.5 Resignation. Any officer may resign at any time by giving written notice to the Board of Directors or to the president, or to the secretary of the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.6 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to such office.

Section 4.7 Chairman of the Board. The chairman of the board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors. If there is no president, the chairman of the board shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 4.8 below.

Section 4.8 President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, if there be such an officer, the president shall be general manager and Chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the corporation. He shall preside at all meeting of the shareholders and, in the absence of the chairman of the board, or if there be none, at all meetings of the Board of Directors. He shall be ex-officio a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these bylaws.

Section 4.9 Vice President. In the absence of the president or in the event of the president’s inability or refusal to act, the vice president, or in the event there be more than one (1) vice president, the vice president designated by the Board of Directors, or if no such designation is made, in order of their election, shall perform the duties of president and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice president shall perform such other duties as from time to time may be assigned to such vice president by the president or the Board of Directors.

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Section 4.10 Secretary. The secretary shall keep or cause to be kept the minutes of proceedings and record of shareholders, as provided for and in accordance with Section 5.1(a) of these bylaws.

     The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required by these bylaws or bylaw to be given, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.

Section 4.11 Chief Financial Officer. The chief financial officer shall have general supervision, direction and control of the financial affairs of the corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these bylaws. In the absence of a named treasurer, the chief financial officer shall also have the powers and duties of the treasurer as hereinafter set forth and shall be authorized and empowered to sign as treasurer in any case where such officer’s signature required.

Section 4.12 Treasurer. The treasurer shall keep or causes to be kept the books and records of account as provided for and in accordance With Section 5.1(a) of these bylaws. The books of account shall at all reasonable times be open to inspection by any director.

     The treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the corporation, and shall have such other power and perform such other duties as may be prescribed by the Board of Directors or these bylaws. In the absence of a named chief financial officer, the treasurer shall be deemed to be the chief financial officer and shall have the power and duties of such office as hereinabove set forth.

ARTICLE V. MISCELLANEOUS

Section 5.1 Records and Reports.

     (a) Books of Account and Proceedings. The corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, Board and committees of the board and shall keep at its principal executive office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each. Such minutes shall be kept in written form. Such other books and records shall be kept either in written form or in any other form capable of being converted into written form.

     (b) Annual Report. An annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the shareholders of the corporation as they consider appropriate.

     (c) Shareholders’ Requests for Financial Reports. If no annual report for the last fiscal year has been sent to Shareholders, the corporation shall, upon the written request of

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any shareholder made more than 120 days after the close of that fiscal year, deliver or mail to the person making the request within 30 days thereafter the financial statements for that year required by Section 1501(a) of the California General Corporation Law. Any shareholder of shareholders holding at least five (5) percent of the outstanding shares of any class of the corporation may make a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the current fiscal year ended more than 30 days prior to the date of the request and a balance sheet of the corporation as of the end of such period, and the corporation shall deliver or mail the statements to the person making the request within 30 days thereafter. A copy of the statements shall be kept on file in the principal office of the corporation for 12 months and they shall be exhibited at all reasonable time to any shareholder demanding an examination of them or a copy shall be mailed to such shareholder upon demand.

Section 5.2 Rights of Inspection

     (a) By Shareholders.

          (1) Record of shareholders. Any shareholder or shareholders holding at least five (5) percent in the aggregate of the outstanding voting shares of the corporation or who hold at least one (1) Percent of such voting shares and have filed a Schedule 14A with the United States Securities and Exchange Commission shall have an absolute right to do either of both of the following: (i) inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours upon five (5) business days’ prior written demand upon the corporation, or (ii) obtain from the transfer agent for the corporation, upon written demand and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand. The list shall be made available on or before the later of five (5) business days after demand is received or the date specified therein as the date as of which the list is to be compiled.

               The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hour upon written demand on the corporation, for a purpose reasonably related to such holder’s interests as a shareholder of holder of a voting trust certificate.

          (2) Corporate Records. The accounting books and records and minutes of proceedings of the shareholders and the Board and committees of the board shall be open to inspection upon the written demand on the corporation of any shareholder or holders of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interests as a shareholder or as the holder of such voting trust certificate. This right of inspection shall also extend to the records of any subsidiary of the corporation.

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          (3) Bylaws.The corporation shall keep at its principal executive office in this state, the original or a copy of its bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.

     (b) By Directors Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation of which such person is a director and also of its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney and the right of inspection includes the tight to copy and make extracts.

Section 5.3 Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation shall be signed or endorsed by such person or persons and in such manner as, from time to time shall be determined by resolution of the Board of Directors.

Section 5.4 Representation of Shares of Other Corporations. The chairman of the board, if any president or any vice president of the corporation, or any other person authorized to do so by the chairman of the board, president or any vice president, is authorized to vote, represent and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation. The authority herein granted to said officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised either by such officers in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officers.

Section 5.5 Indemnification of Directors, Officers, Employees, and Other Agents. The corporation shall, to the maximum extent permitted by the General Corporation Law of California, have power to indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the corporation and shall likewise have power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by such law. For purposes of this Article VI, an “agent” of the corporation includes any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

Section 5.6 Time Notice Given or Sent. Any reference in these Bylaws to the time a notice is given or sent means, unless otherwise expressly provided herein or by law, (a) the time a written notice by mail is deposited in the United States mails, postage prepaid; or (b) the time any other written notice, including facsimile, telegram, or electronic mail message, is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient; or (c) the time any oral notice is communicated, in person or by telephone, including a voice messaging system or other system or technology designed to record and communicate

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messages, or wireless, to the recipient, including the recipient’s designated voice mailbox or address on such system, or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.

ARTICLE VI. AMENDMENTS

Section 6.1 Amendment By Shareholders. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized directors of the corporation, the authorized number of directors may be changed only by an amendment of the Articles of Incorporation.

Section 6.2 Amendment By Directors. Subject to the rights of the shareholders as provided in Section 1 of this Article IX, Bylaws, other than a Bylaw or an amendment thereof changing the authorized number of directors, may be adopted, amended or repealed by the Board of Directors. Subject to the right of shareholders as provided in Section 6.01 to adopt, amend or repeal bylaws, any bylaw may be adopted, amended or repealed by the Board of Directors other than a bylaw or amendment thereof changing the authorized number of directors, if such number is fixed, or the maximum-minimum limits thereof, if an indefinite number.

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EXHIBIT “A”
TO
PACIFIC RING ENTERPRISES, INC.
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 OF 2)

Article II, Section 2.l (c), is amended as follows:

(c) Special Meetings. Special meetings of the shareholders may be called by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or in his absence, the President, if any, or by the holders of shares entitled to cast not less than 10 percent of the votes at the meeting. Upon request in writing the Chairman of the Board, the Chief Executive Officer, the President or Secretary by any person (other than the Board) entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice.

Article II, Section 2.7(a), Second Sentence, is amended as follows:

Each certificate so issued shall be signed in the name of the Corporation by the Chairman or Vice-Chairman of the Board or the Chief Executive Officer or the President or Vice President and by the Chief Financial Officer or the Secretary or any Assistant Secretary, shall state the name of the record owner thereof and shall certify the number of shares and the class or series of shares represented thereby.

The remainder of this section remains unchanged.

Article III, Section 3.8(c), is amended as follows:

(c) Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board, or the Chief Executive Officer or in his absence, the President, if any, or by any Vice-President or the Secretary or any two directors.

Article IV, Section 4.1 is amended as follows:

Section 4.1 Officers. The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer. Executive Vice President, Chief Financial Officer, Senior Vice President and Secretary. Any two or more offices may be held by the same person. The board of directors may appoint such other officers as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties us shall be determined from time to time by the board of directors.

EXHIBIT “A”
TO
PACIFIC RING ENTERPRISES, INC.
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 OF 2)

Article IV, Section 4.7, is amended as follows:

Section 4.7 Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of the shareholders and the Board of Directors and shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall perform such other duties and have such powers as the Board of Directors may from time to time prescribe.

Article IV, Section 4.8, is amended as follows

Section 4.8 Chief Executive Officer. The Chief Executive Officer of the Corporation shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Corporation. He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall be ex-officio a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of Chief Executive Officer of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these bylaws.

Article IV, is amended by adding:

Section 4.8(a) President. The president, if any in the absence of the Chief Executive Officer, or in the event of his death, inability or refusal to act: the president shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as may be delegated to him by the Board of Directors or Chief Executive Officer.

EX-3.35(A)

Exhibit 3.35(a)

Filed in the Department of

State on DEC 29 1992

[ILLEGIBLE]

Secretary of the Commonwealth

2203164

ARTICLES OF INCORPORATION

OF

QTV HOLDINGS, INC.

          The undersigned being a natural person of the age of 18 years or older, does hereby act as incorporator for the purpose of incorporating a business corporation under the Business Corporation Law of 1988.

          FIRST: The name of the corporation (hereinafter called the “corporation”) is QTV HOLDINGS, INC.

          SECOND: The address of initial registered office of the corporation in the Commonwealth of Pennsylvania is c/o Monetary Management Corporation, 408 Avenue of the States, Chester, Pennsylvania 19013. The registered office of the corporation in the Commonwealth of Pennsylvania shall be deemed for venue and official publication purposes to be located in Delaware County.

          THIRD: The corporation is incorporated under the Business Corporation Law of 1988.

          FOURTH: The aggregate number of shares that the corporation shall have authority to issue is one hundred, all of which are of a par value of one dollar each, and all of which are Common shares.

FOR OFFICE USE ONLY

Certification [ILLEGIBLE] Page 1 of 8

-1-

          FIFTH: The name and the address, including street and number, of the incorporator are:

NAME	ADDRESS
Athena Amaxas	15 Columbus Circle
	New York, New York 10023-7773

          SIXTH: The corporation has as its purpose the engaging in all lawful business for which corporations may be incorporated under the Business Corporation Law of 1988.

          SEVENTH: 1. The personal liability of the directors of the corporation is limited to the fullest extent permitted by the provisions of the Business Corporation Law of 1988, as the same may be amended and supplemented.

                    2. The corporation shall, to the fullest extent permitted by the provisions of the Business Corporation Law of 1988, as the same may be amended and supplemented. indemnify any and all persons whom it shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred. to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

                    3. No shareholder shall have the right to cumulate his votes in any election of directors.

                    4. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting pursuant to the provisions of Section 1766 of the Business Corporation Law of l988, as the same may be amended and supplemented, upon the written consent of shareholders who would have been entitled to cast. the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting.

Signed on December 28, 1992

/s/ Athena Amaxas  

Athena Amaxas, Incorporator 

Certification [ILLEGIBLE] Page 2 of 8

-2-

2004023-1781
PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU
Articles of Amendment Domestic Corporation
(15 Pa.C.S)

Entry [ILLEGIBLE]
[ILLEGIBLE]	þ Business Corporation (§ 1915)
	o Nonprofit Corporation(§ 5915)

Name [ILLEGIBLE]			Document will be returned to the name and address you enter to
Address [ILLEGIBLE]			the left. ï
City [ILLEGIBLE]	State PA	Zip Code [ILLEGIBLE]

Fee: $70	Filed in the Department of State on MAR 16 2004
	/s/ Pedro A. Cortes
	Secretary of the Commonwealth

          In compliance with the requirements of the applicable provisions (relating to articles of amendment) the undersigned desiring to annual its articles hereby state that:

1.	The name of the Corporation is: QTV Holdings, Inc.
2.	The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)Number and Street	City	State	Zip	County
1635 Market St., 11th Fl.	Philadelphia	PA	19103	Philadelphia

(b) Name of Commercial Registered Officer Provider	County
[ILLEGIBLE]	Philadelphia

3. The statute by or under which it was incorporated: Business Corporation Law of 1988

4.	The date of its incorporation: [ILLEGIBLE]
5.	Check and if appropriate complete one of the following.

þ The amendment shall be effective upon filing these Articles of Amendment in the Department of State.

o     The amendment shall be effective on.		at
	Date		Hour

Certification [ILLEGIBLE] Page 3 of 8

2004023-1782

DSCB: [ILLEGIBLE]

6. Check one of the following

o	The amendment was adopted by the shareholders or members pursuant to 15 Pa C.S.§ 1914(a) and (b) or §[ILLEGIBLE]
þ	The amendment was adopted by the board of directors pursuant to 15 pa. C.S.§1914(c) or § 5914(b).
7.	Check and if appropriate complete one of the following.

þ The amendment adopted by the corporation set forth in full, is as follows
[ILLEGIBLE]

þ The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof

8. Check if the amendment restates the Articles:

o The restated Articles of Incorporation supersede the original article and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duty authorized officer thereof this

1 day of March
[ILLEGIBLE]

QTV Holdings, Inc.                   Name of Corporation

[ILLEGIBLE]                            Signature

President                               Title

Certification [ILLEGIBLE] Page 4 of 8

2004023-1783

EXHIBIT A

Certification [ILLEGIBLE] Page 5 of 8

2004023-1784

CERTIFICATE OF AMENDMENT

OF THE

ARTICLES OF INCORPORATION

OF

QTV HOLDINGS, INC.

     Pursuant to the provisions of the Business Act of 1988 of the State of Pennsylvania. we the undersigned being respectively the President and Secretary of QTV Holdings, Inc., a Pennsylvania Corporation certify that:

     FIRST: The Certificate of Incorporation is hereby amended by striking out Article One which describes the name of the corporation, and by replacing it with the following new Article:

FIRST: The name of the corporation (hereinafter “Corporation”) is PD Recovery, Inc.

     SECOND: The Certificate of Incorporation is hereby amended by striking out Article Two which describes the registered office of the Corporation in the Commonwealth of Pennsylvania, and by replacing it with the following new Article:

SECOND: The address of initial registered office of the Corporation in the Commonwealth of Pennsylvania is CT Corporation, 1635 Market Street, 11^th Floor, Philadelphia, PA 19103. The registered office of the Corporation in the Commonwealth of Pennsylvania shall be deemed for venue and official publication purposes to be located in Philadelphia County.

     IN WITNESS WHEREOF, the undersigned have subscribed this documentation as of the 1^st day of March, 2004, and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct.

/s/ Donald F. Gayhardt  

Donald F. Gayhardt 

President: 

Attest:
 

/s/ Peter Sokolowski  

Peter Sokolowski 

Secretary 

Certification [ILLEGIBLE] Page 6 of 8

Entity #: 2203164
Date Filed: 02/13/2009
Pedro A. Cortes
Secretary of the Commonwealth

PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU

     Statement of Change of Registered Office (15 Pa.C.S.)

þ Domestic Business Corporation (§ 1507)

o Foreign Business Corporation (§ 4144)

o Domestic Nonprofit Corporation (§ 5507)

o Foreign Nonprofit Corporation (§ 6144)

o Domestic Limited Partnership (§ 8506)

Name Norine Nagel	Document will be returned to the name and address you enter to the left. ï
Address 200 West Adams Street, Suite 2007
City       State      Zip Code Chicago, Illinois 60605	Commonwealth of Pennsylvania DOMESTIC. CHANGE OF REGISTERED OFFICE 2 Page(s)

Fee: $70

     In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations), the undersigned corporation or limited partnership, desiring to effect a change of registered office, hereby states that:

1. The name is:
PD Recovery, Inc.

2. The (a) address of its initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:

(a) Number and street	City	State	Zip	County
(b) Name of Commercial Registered Office Provider				County
c/o: CT Corporation System                      Philadelphia

3. Complete part (a) or (b):

(a) The address to which the registered office of the corporation or limited partnership in this Commonwealth is to be changed is:

   Number and street City State Zip County

(b) The registered office of the corporation or limited partnership shall be provided by:

c/o: National Registered Agents, Inc.	Dauphin
Name of Commercial Registered Office Provider	County

[ILLEGIBLE]

DSCB: 15–1507/4144507/6144/8506–2

4. Strike out if a limited partnership:

Such change was authorized by the Board of Directors of the corporation.

IN TESTIMONY WHEREOF, the undersigned has caused this Application for Registration to be signed by a duly authorized officer thereof this

21^st day of January, 2009


PD Recovery, Inc.

Name of Corporation/Limited Partnership

 

/s/ Roy Hibberd  

Signature 

Roy Hibberd-Secretary

Title 

[ILLEGIBLE]

EX-3.35(B)

Exhibit 3.35(b)

BYLAWS OF

QTV HOLDINGS, INC.

^© Copyright 1994 Wolf, Block, Schorr and Solis-Cohen. All Rights Reserved.

BYLAWS
TABLE OF CONTENTS

	Page
ARTICLE I — OFFICES
Section 1-1.   Registered Office		1
ARTICLE II — MEETINGS OF SHAREHOLDERS — ANNUAL FINANCIAL STATEMENTS		1
Section 2-1.   Place of Meetings of shareholders		1
Section 2- 2.   Annual Meeting of Shareholders		1
(a)   Time		1
(b)   Election of Directors		1
Section 2-3.   Special Meetings of Shareholders		1
Section 2-4.   Notices of Meetings of Shareholders		2
Section 2-5.   Quorum of and Action by Shareholders		2
(a)   General Rule		2
(b)   Action by Shareholders		2
(c)   Withdrawal		3
(d)   Election of Directors at Adjourned Meetings		3
(e)   Conduct of Other Business at Adjourned Meetings		3
Section 2-6.   Adjournments		3
(a)   General Rule		3
(b)   Lack of Quorum		3
(c)   Notice of an Adjourned Meeting		3
Section 2-7.   Voting List, Voting and Proxies		4
(a)   Voting List		4
(b)   Voting		4
(c)   Proxies		4
(d)   Judges of Election		4
Section 2-8. Participation in Meetings by conference Telephone		5
Section 2-9. Action by Unanimous Consent of Shareholders		5

^© Copyright 1994 Wolf, Block, Schorr and Solis-Cohen. All Rights Reserved.

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	Page
Section 2-10.   Action by Less than Unanimous Consent of Shareholders		5
Section 2-11.   Annual Financial Statements		6
ARTICLE III — BOARD OF DIRECTORS		6
Section 3-1.
(a)   General Powers		6
(b)   Number		6
(c)   vacancies		7
(d)   Removal		7
(e)   Qualification		7
Section 3-2.   Place of Meetings		7
Section 3-3.   Regular Meetings		7
Section 3-4.   Special Meetings		8
Section 3-5.   Participation in Meetings by conference Telephone		8
Section 3-6.   Notices of Meetings of Board of Directors		8
(a)   Regular Meetings		8
(b)   special Meetings		8
Section 3-7.   Quorum; Action by the Board of Directors		8
Section 3-8.   Informal Action by the Board of Directors		8
Section 3-9.   Committees		9
(a)   Establishment and Powers		9
(b)   Alternate Members		9
(c)   Term		9
(d)   Status of Committee Action		10
ARTICLE IV — OFFICERS		10
Section 4-1.   Election and office		10
Section 4-2.   Term		10
section 4-3.   Powers and Duties of the President		10

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	Page
Section 4-4.   Powers and Duties of the Secretary		11
Section 4-5.   Powers and Duties of the Treasurer		11
Section 4-6.   Powers and Duties of the Chairman of the Board		11
Section 4-7.   Powers and Duties of Vice Chairmen of the Board, Vice Presidents and Assistant Officers
Section 4-8.   Delegation of office		12
Section 4-9.   Vacancies		12
ARTICLE V — CAPITAL STOCK		12
Section 5-1. Share Certificates		12
(a)   Execution		12
(b)   Designations, etc		12
(c)   Fractional Shares		13
Section 5-2.   Transfer of Shares		13
Section 5-3.   Determination of Shareholders of Record		13
(a)   Fixing Record Date		13
(b)   Determination when No Record Date Fixed		14
(c)   Certification by Nominee		14
Section 5-4.   Lost Share Certificates		15
Section 5-5.   Uncertificated Shares		15
ARTICLE VI — NOTICES — COMPUTING TIME PERIODS		15
Section 6-1.   Contents of Notice		15
Section 6-2.   Method of Notice		15
Section 6-3.   Computing Time Periods		16
(a)   Days to be Counted		16
(b)   One Day Notice		16
Section 6-4.   waiver of Notice		16

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	Page
ARTICLE VII - - LIMITATION OF DIRECTORS’ LIABILITY AND INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS		17
Section 7-1.   Limitation of Directors’ Liability		17
Section 7-2.   Indemnification and Insurance		17
(a)   Indemnification of Directors and Officers		17
(b)   Indemnification of Employees and Other Persons		18
(c)   Non-Exclusivity of Rights		18
(d)   Insurance		18
(e)   Fund For Payment of Expenses		18
Section 7.3.   Amendment		19
Section 7-4.   Changes in Pennsylvania Law		19
ARTICLE VIII - - FISCAL YEAR		20
Section 8-1.   Determination of Fiscal year		20
ARTICLE IX - AMENDMENTS		20
Section 9-1.
(a)   Shareholders		20
(b)   Board of Directors		20
ARTICLE X — INTERPRETATION OF BYLAWS — SEPARABILITY		20
Section 10 - 1.   Interpretation		20
Section 10-2.   Separability		20
ARTICLE XI — DETERMINATION BY THE BOARD		20
Section 11-l.   Effect of Board Determinations		20

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BYLAWS OF

ARTICLE I — OFFICES

     Section 1-1. Registered Office. The registered office of the corporation shall be located within the Commonwealth of Pennsylvania at such place as the Board of Directors (hereinafter referred to as the “Board of Directors” or the “Board”) shall determine from time to time.

ARTICLE II — MEETINGS OF SHAREHOLDERS — ANNUAL
FINANCIAL STATEMENTS

     Section 2-1. Place of Meetings of Shareholders. Meetings of shareholders shall be held at such places, within or without the Commonwealth of Pennsylvania, as may be fixed from time to time by the Board of Directors. If no such place is fixed by the Board of Directors, meetings of the shareholders shall be held at the registered office of the Corporation.

     Section 2-2. Annual Meeting of Shareholders.

          (a) Time. A meeting of the shareholders of the Corporation shall be held in each calendar year, commencing with the year 1993, at such time as the Board of Directors may determine, or if the Board of Directors fails to Set a time on the 20th day of February at 10:00 o’clock a.m., if not a legal holiday, and if such day is a legal holiday, then such meeting shall be held on the next business day. If the annual meeting is not called and held within six months after the designated time, any shareholder may call the meeting at any time thereafter.

          (b) Election of Directors. At such annual meeting, there shall be held an election of Directors.

     Section 2-3. Special Meetings Of Shareholders. Except as expressly required by law, special meetings of the shareholders may be called at any time only by:

          (a) the Chairman of the Board, if any, if such officer is serving as the chief executive officer of the Corporation, and otherwise the President of the Corporation;

          (b) the Board of Directors; or

* Copyright 1994 Wolf, Block, Schorr and Solis-Cohen. All Rights Reserved.

          (c) shareholders entitled to cast at least 20% of the votes that all shareholders are entitled to cast at the particular special meeting.

     Upon the written request of any person who has called a special meeting, under these Bylaws or applicable law, which request specifies the general nature of the business to be transacted at such meeting, it shall be the duty of the Secretary to fix the time and place of such meeting, which shall be held not less than five nor more than 60 days after the receipt of such request, and to give due notice thereof as required by Section 2-4 hereof. If the Secretary neglects or refuses to fix the time and place of such meeting, the person or persons calling the meeting may do so.

     Section 2-4. Notices of Meetings of Shareholders. Written notice, complying with Article VI of these Bylaws, stating the place and time and, in the case of special meetings, the general nature of the business to be transacted at any meeting of the shareholders shall be given to each shareholder of record entitled to vote at the meeting, except as provided in Section 1707 of the Pennsylvania Business corporation Law of 1988, as amended (the “Pennsylvania BCL”) , at least five days prior to the day named for the meeting, provided that notice shall be given at least ten days prior to the day named for a meeting to consider a fundamental change under Chapter 19 of the Pennsylvania BCL. Such notices may be given by, or at the direction of, the Secretary or other authorized person. If the Secretary or other authorized person neglects or refuses to give notice of a meeting, the person or persons calling the meeting may do so.

     Section 2-5. Quorum of and Action by Shareholders.

          (a) General Rule. Except as provided in subsections (c), (d) and (e) of this Section 2-5, the presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter to be acted upon at the meeting shall constitute a quorum for the purpose of consideration and action on the matter. Unless the Pennsylvania BCL permits otherwise, this Section 2-5(a) may be modified only by a Bylaw amendment adopted by the shareholders.

          (b) Action by Shareholders. Whenever any corporate action is to be taken by vote of the shareholders of the Corporation at a duly organized meeting of shareholders, it shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote thereon. Unless the Pennsylvania BCL permits otherwise, this Section

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2-5(b) may be modified only by a Bylaw amendment adopted by the Shareholders.

          (c) Withdrawal. The shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

          (d) Election of Directors at Adjourned Meetings. In the case of any meeting called for the election of Directors, those shareholders who attend a meeting called for the election of Directors that has been previously adjourned for lack of a quorum, although less than a quorum as fixed in subsection (a), shall nevertheless constitute a quorum for the purpose of electing Directors.

          (e) Conduct of Other Business at Adjourned Meetings. Those shareholders entitled to vote who attend a meeting of shareholders that has been previously adjourned for one or more periods aggregating at least 15 days because of an absence of a quorum, although lass than a quorum as fixed in subsection (a), shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the notice of meeting if the notice states that those shareholders who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matter.

Section 2-6. Adjournments.

          (a) General Rule. Adjournments of any regular or special meeting of shareholders may be taken, but any meeting at which directors are to be elected, shall be adjourned only from day to day, or for such longer periods not exceeding 15 days each as the shareholders present and entitled to vote shall direct, until the directors have been elected.

          (b) Lack of Quorum. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided in this Section 2-6, adjourn the meeting to such time and place as they may determine.

          (c) Notice of an Adjourned Meeting. When a meeting of shareholders is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which the adjournment is taken, unless the Board fixes a new record date for the adjourned meeting.

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     Section 2-7. Voting List, Voting and Proxies.

          (a) Voting List. The officer or agent having charge of the transfer books for shares of the Corporation shall make a complete list of the shareholders entitled, to vote at any meeting of shareholders, arranged in alphabetical order, with the address of and the number of shares held by each. The list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof except that, if the Corporation has 5,000 or more shareholders, in lieu of the making of the list the Corporation may make the information therein available at the meeting by any other means.

          (b) Voting. Except as otherwise specifically provided by law, all matters coming before the .meeting shall be determined by a vote of shares. Such vote shall be taken by voice unless a shareholder demands, before the vote begins, that it be taken by ballot.

          (c) Proxies. At all meetings of shareholders, shareholders entitled to vote may attend and vote either in person or by proxy. Every proxy shall be executed in writing by the shareholder or by such shareholder’s duly authorized attorney-in-fact and filed with the Secretary of the Corporation. A proxy, unless coupled with an interest (as defined in Section 1759 (c) of the Pennsylvania BCL), shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until written notice thereof has been given to the Secretary of the Corporation. An unrevoked proxy shall not be valid after three years from the date of its execution unless a longer time is expressly provided therein. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of the death or incapacity is given to the Secretary of the Corporation.

          (d) Judges of Election. In advance of any meeting of shareholders of the Corporation, the Board of Directors may appoint one or three Judges of Election, who need not be shareholders and who will have such duties as provided in Section l765(a)(3) of the Pennsylvania BCL, to act at the meeting or any adjournment thereof. If one or three Judges of Election are not so appointed, the presiding officer of the meeting may, and on the request of any shareholder shall, appoint one or three Judges of Election at the meeting. In case any person appointed as a Judge of Election fails to appear or refuses to act, the vacancy may be filled by appointment made by the Board of Directors in advance of the convening of the meeting or at the meeting by the presiding officer. A person who is a candidate

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for office to be filled at the meeting shall not act as a Judge of Election. Unless the Pennsylvania BCL permits otherwise, this Section 2-7 (d) may be modified only by a Bylaw amendment adopted by the shareholders.

     Section 2-8. Participation in Meetings by Conference Telephone. Unless determined to the contrary by the Board of Directors in advance of a particular meeting with respect to that meeting, any person who is otherwise entitled to participate in any meeting of the shareholders may attend, be counted for the purposes of determining a quorum and exercise all rights and privileges to which such person might be entitled were such person personally in attendance, Including the right to vote, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, if such communications equipment is present in the meeting room.

     Section 2-9. Action by Unanimous Consent of shareholders. Any action required or permitted to be taken at a meeting of the shareholders or a class of shareholders may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto in writing (executed personally or by proxy), shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the Corporation. In addition to other means of filing with the Secretary, insertion in the minute book of the Corporation shall be deemed filing with the Secretary regardless of whether the Secretary or some other authorized person has actual possession of the minute book.

     Section 2-10. Action by Less than Unanimous Consent of Shareholders. Any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting upon the written consent of shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. The consents shall be filed with the Secretary of the Corporation. In addition to other means of filing with the Secretary, insertion in the minute book of the Corporation shall be deemed filing with the Secretary regardless of whether the Secretary or some other authorized person has actual possession of the minute book. The action shall not become effective until after at least ten days’ written notice of such action shall have been given to each shareholder entitled to vote thereon who has not consented thereto.

     Section 2-11. Annual Financial Statements. Unless otherwise agreed between the Corporation and a shareholder, the Corporation shall furnish to its shareholders annual financial

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statements, including at least a balance sheet as of the end of each fiscal year and statement of income and expenses for the fiscal year. The financial statements shall be prepared on the basis of generally accepted accounting principles, if the corporation prepares financial statements for the fiscal year on that basis for any purpose, and may be consolidated statements of the Corporation and one or more of its subsidiaries.

     The financial statements shall be mailed by the Corporation to each of its shareholders entitled thereto within 120 days after the close of each fiscal year and, after the mailing and upon request, shall be mailed by the Corporation to any shareholder or beneficial owner entitled thereto to whom a copy of the most recent annual financial statements has not previously been mailed. Statements that are audited or reviewed by a public accountant shall be accompanied by the report of the accountant; in other cases, each copy shall be accompanied by a statement of the person in charge of the financial records of the Corporation (i) stating such person’s reasonable belief as to whether or not the financial statements were prepared in accordance with generally accepted accounting principles and, if not describing the basis of presentation, and (ii) describing any material respects in which the financial statements were not prepared on a basis consistent with those prepared for the previous year.

ARTICLE III — BOARD OF DIRECTORS

     Section 3-1.

          (a) General Powers. Except as otherwise provided by law and these Bylaws, all powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of the Board of Directors, unless the Pennsylvania BCL permits otherwise, this Section 3-1 (a) may be modified only by a Bylaw amendment adopted by the shareholders.

          (b) Number. The number of members of the Board of Directors shall be the number of Directors serving at the time of adoption of this Section 3-1, or such other number as may thereafter from time to time (i) be determined by the Board of Directors, or (ii) be set forth in a notice of a meeting of shareholders called for the election of a full Board of Directors.

          (c) Vacancies. Each Director shall hold office until the expiration of the term for which he was selected and until his successor has been selected and qualified or until his earlier death, resignation or removal. Any vacancies on the Board of Directors, including vacancies resulting from an

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increase in the number of Directors, may be filled by a majority vote of the remaining members of the Board (though less than a quorum) or by a sole remaining Director or by the shareholders and each person so selected shall be a Director to serve for the balance of the unexpired term.

          (d) Removal. The entire Board of Directors or any individual Director may be removed from office without assigning any cause by vote of shareholders. Notwithstanding the foregoing, if the Board is classified with respect to the power to select Directors or with respect to staggered terms as provided in Section l724 (b) of the Pennsylvania BCL, the right of the shareholders to remove Directors shall be governed by the provisions of Section 1726 of the Pennsylvania BCL. An individual Director shall not be removed (unless the entire Board or class of the Board is removed) from the Board if shareholders are entitled to vote cumulatively for the Board or a class of the Board and if votes are cast against the resolution for his removal which, if cumulatively for the Board or a class of the Board and if votes are cast against the resolution for his removal which, if cumulatively voted at an annual or other regular election of Directors, would be sufficient to elect one or more Directors to the Board (or to the class). Unless the Pennsylvania BCL permits otherwise, this Section 3-1(d) may be modified only by a Bylaw amendment adopted by the shareholders.

          (e) Qualification. A Director must be a natural person at least 18 years of age.

     Section 3-2. Place of Meetings. Meetings of the Board of Directors may be held at such place within or without the Commonwealth of Pennsylvania as a majority of the Directors may appoint from time to time or as may be designated in the notice of the meeting.

     Section 3-3. Regular Meetings. A regular meeting of the Board of Directors shall be held annually, immediately following the annual meeting of the shareholders, at the place where such meeting of the shareholders is held or at such other place and time as a majority of the Directors in office after the annual meeting of shareholders may designate. At such meeting, the Board of Directors shall elect officers of the Corporation. In addition to such regular meeting, the Board of Directors shall have the power to fix by resolution the place and time of other regular meetings of the Board.

     Section 3-4. Special Meetings. Special meetings of the Board of Directors shall be held whenever ordered by the Chairman of the Board, if any, by the President, by a majority of the executive committee, if any, or by a majority of the Directors in office.

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     Section 3-5. Participation in Meetings by Conference Telephone. Any Director may participate in any meeting of the Board of Directors or of any committee (provided such Director is otherwise entitled to participate), be counted for he purpose of determining a quorum thereof and exercise all rights and privileges to which such Director might be entitled were he or she personally in attendance, including the right to vote, or any other rights attendant to presence in person at such meeting,by means of conference telephone of similar communications equipment by means of which all persons participating in the meeting can hear each other.

     Section 3-6. Notices of Meetings of Board of Directors.

          (a) Regular Meetings. No notice shall be required to be given of any regular meeting, unless the same is held at other than the place or time for holding such meeting as fixed in accordance with Section 3-3 of these Bylaws in which event five days’ notice shall be given of the place and time of such meeting complying with Article VI of these Bylaws.

          (b) Special Meetings. Written notice stating the place and time of any special meeting of the Board of Directors shall be sufficient if given at least one day, as provided in Article VI, in advance of the time fixed for the meeting.

     Section 3-7. Quorum, Action by the Board of Directors. A majority of the Directors in office shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the Directors present and voting at a meeting at which a quorum is present shall be the acts of the Board of Directors. If there is no quorum present at a duly convinced meeting of the Board of Directors, the majority of those present may adjourn the meeting from the time to time and place to place.

     Section 3-8. Informal Action by the Board of Directors. Any action required or permitted to be taken at a meeting of the Directors, or of the members of any committee of the Board of Directors, may be taken without a meeting if, prior or subsequent to the action, a written consent or consents thereto by all of the Directors in office (or members of the committee with respect to committee action) is filed with the Secretary of the Corporation. In addition to other means of filing with the Secretary, insertion in the minute book of the Corporation shall be deemed filing with the Secretary regardless of whether the Secretary or some other authorized person has actual possession of the minute book.

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     Section 3-9. Committees.

          (a) Establishment and Powers. The Board of Directors of the Corporation may, by resolution adopted by a majority of the Directors in office, establish one or more committees to consist of one or more Directors of the Corporation. Any committee, to the extent provided in the resolution of the Board of Directors or in the Bylaws, shall have and may exercise all of the powers and authority of the Board of Directors, except that a committee shall not have any power or authority as to the following:

               (i) The submission to shareholders of any action requiring approval of shareholders under Section 1731 (a) (1) of the Pennsylvania BCL.

               (ii) The creation or filling of vacancies in the Board of Directors.

               (iii) The adoption, amendment or repeal of the Bylaws.

               (iv) The amendment or repeal of any resolution of the Board of Directors that by its terms is amendable or repealable only by the Board of Directors.

               (v) Action on matters committed by the Bylaws or resolution of the Board of Directors to another committee of the Board of Directors.

          (b) Alternate Members. The Board of Directors may designate one or more Directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee or for the purpose of any written action by the committee. In the absence or disqualification of a member and alternate member or members of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of the absent or disqualified member.

          (c) Term. Each committee of the Board of Directors shall serve at the pleasure of the Board of Directors.

          (d) Status of Committee Action. The term “Board of Directors” or “Board”, when used in any provision of these Bylaws relating to the organization or procedures of or the manner of taking action by the Board of Directors, shall be constructed to include and refer to any executive or other committee of the Board of Directors. Any provision of these Bylaws relating or referring to action to be taken by the Board

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of Directors or the procedure required therefore shall be satisfied by the taking of corresponding action by a committee of the Board of Directors to the extent authority to take the action has been delegated to the committee pursuant to this Section.

ARTICLE IV – OFFICERS

     Section 4-1. Election and Office. The Corporation shall have a President, a Secretary and a Treasure who shall be elected by the Board of Directors. The Board of Directors may elect as additional officers a Chairman of the Board, one or more Vice Chairmen of the Board, one or more Vice President, and one or more Vice Presidents, and one or more other officers or assistant officers. Any number of officers may be held by the same person. The President and the Secretary shall be natural persons of the age of 18 years or older. The Treasure may be a corporation, but if a natural person shall be of the age of 18 years or older.

     Section 4-2. Term. The officers and assistant officers shall each serve at the pleasure of the Board of Directors until the first meeting of the Board of Directors following the next annual meeting of shareholders, unless removed from office by the Board of Directors during their respective tenures. Officers may, but need not, be Directors.

     Section 4-3. Powers and Duties of the President. Unless otherwise determined by the Board of Directors, the President shall have the usual duties of an executive officer with general supervision over and direction of the affairs of the Corporation. The President shall be the chief operating officer of the Corporation unless the Chairman of the Board is serving as chief executive officer, in which event the President shall be chief executive officer of the Corporation. In the exercise of these duties and subject to the actions of the Board of Directors, the President may appoint, suspend, and discharge employees, agents and assistant officers, fix the compensation of all officers and assistant officers, shall preside at all meetings of the shareholders at which the President shall be present and, unless there is a Chairman of the Board Shall preside at all meetings of the Board of Directors. The President shall also do and perform such other duties as from time to time may be assigned to the President by the Board of Directors.

     Unless otherwise determined by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend and to act and to vote at any meeting of the shareholders of any corporation in which this Corporation may hold Stock and, at any such meeting, shall possess and may exercise any and all the rights and powers incident to the ownership of such stock and which, as the owner thereof, the

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Corporation might have possessed and exercised. The President shall also have the right to delegate such power.

     Section 4-4. Powers and Duties of the Secretary. Unless otherwise determined by the Board of Directors, the Secretary shall be responsible for the keeping of the minutes of all meetings of the Board of Directors and the shareholders, in books provided for that purpose, and for the giving and serving of all notices for the Corporation. The Secretary shall perform all other duties ordinarily incident to the office of Secretary and shall have such other powers and perform such other duties as may be assigned to the Secretary by the Board of Directors. The minute books of the Corporation may be held by a person other than the Secretary.

     Section 4-5. Powers and Duties of the Treasurer. Unless otherwise determined by the Board of Directors, the Treasurer shall have charge of all the funds and securities of the Corporation which may come into such officer’s hands. When necessary or proper, unless otherwise determined by the Board of Directors, the Treasurer shall endorse for collection on behalf of the Corporation checks, notes and other obligations, and shall deposit the same to the credit of the Corporation to such banks or depositories as the Board of Directors may designate and may sign all receipts and vouchers for payments made to the Corporation. The Treasurer shall sign all checks made by the Corporation, except when the Board of Directors shall otherwise direct. The Treasurer shall be responsible for the regular entry in books of the Corporation to be kept for such purpose of a full and accurate account of all funds and securities received and paid by the Treasurer on account of the Corporation. Whenever required by the Board of Directors, the Treasurer shall render a statement of the financial condition of the Corporation. The Treasurer shall have such other powers and shall perform the duties as may be assigned to such officer from time to time by the Board of Directors. The Treasurer shall give such bond, if any, for the faithful performance of the duties of such office as shall be required by the Board of Directors.

     Section 4-6. Powers and Duties of the Chairman of the Board. Unless otherwise determined by the Board of Directors, the Chairman of the Board, if any, shall preside at all meetings of Directors. The Chairman of the Board shall have such other powers and perform such further duties as may be assigned to such officer by the Board of Directors, including, without limitation, acting as chief executive officer of the Corporation. To be eligible to serve, the Chairman of the Board must be a Director of the Corporation.

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     Section 4-7. Powers and Duties of vice chairmen of the Board, vice presidents and Assistant officers. Unless otherwise determined by the Board of Directors, each Vice chairman, Vice President and each assistant officer shall have the powers and perform the duties of his or her respective superior officer. vice presidents and assistant officers shall have such rank as may be designated by the Board of Directors. Vice presidents may be designated as having responsibility for a specific area of the corporation’s affairs, in which event such vice president shall be superior to the other vice Presidents in relation to matters within his or her area. The President shall be the superior officers of the vice Presidents. The Chairman of the Board shall be the superior officer of the Vice Chairman. The Treasurer and Secretary shall be the superior officers of the Assistant Treasurers and Assistant Secretaries, respectively.

     Section 4-8. Delegation of office. The Board of Directors may delegate the powers or duties of any officer of the corporation to any other person time to time.

     Section 4-9. Vacancies. The Board of Directors shall have the power to fill any vacancies in any office occurring for any reason.

ARTICLE V - CAPITAL STOCK

     Section 5-1. Share Certificates.

          (a) Execution. Except as otherwise provided in Section 5-5, the shares of the Corporation shall be represented by certificates. Unless otherwise provided by the Board of Directors, every share certificate shall be signed by two officers and sealed with the corporate seal, which may be a facsimiles, engraved or printed, but where such certificate is signed by a transfer agent or a registrar, the signature of any corporate officer upon such certificate may be a facsimile, engraved or printed. In case any officer who has signed, or whose facsimile signature has been placed upon, any share certification shall have ceased to be such officer because of death, resignation or otherwise, before the certificate is issued, it may be issued with the same effect as if the officer had not ceased to be such at the date of its issue. The provisions of this Section 5-1 shall be subject to any inconsistent or contrary agreement at the time between the Corporation and any transfer agent or registrar.

          (b) Designations, etc. To the extent the Corporation is authorized to issue shares of more than one class or series, every certificate shall set forth upon the face or back of the certificate (or shall state on the face or back of the certificate that the Corporation will furnish to any

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Shareholder upon request and without charge) a full or summary statement of the designations, voting rights, preferences, limitations and special rights of the shares of each class or series authorized to be issued so far as they have been fixed and determined and the authority of the Board of Directors to fix and determine the designations, voting rights, preferences, limitations and special rights of the classes and series of shares of the Corporation.

          (c) Fractional Shares. Except as otherwise determined by the Board of Directors, shares or certificates therefor may be issued as fractional shares for shares held by any dividend reinvestment plan or employee benefit plan created or approved by the Corporation’s Board of Directors, but not by any other person.

     Section 5-2. Transfer of Shares. Transfer of shares shall be made on the books of the Corporation only upon surrender of the share certificate, duly endorsed or with duly executed stock powers attached and otherwise in proper form for transfer, which certificate shall be cancelled at the time of the transfer.

     Section 5-3. Determination of Shareholders of Record.

          (a) Fixing Record Date. The Board of Directors of the Corporation may fix a time prior to the date of any meeting of shareholders as a record date for the determination of the shareholders entitled to notice of, or to vote at, the meeting, which time, except in the case of an adjourned meeting, shall be not more than 90 days prior to the date of the meeting of shareholders. Only shareholders of record on the date fixed shall be so entitled notwithstanding any transfer of shares on the books of the Corporation after any record date fixed as provided in this subsection. The Board of Directors may similarly fix a record date for the determination of shareholders of record for any other purpose. When a determination of shareholders of record has been made as provided in this section for purposes of a meeting, the determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date for the adjourned meeting.

          (b) Determination when No Record Date Fixed. If a record date is not fixed:

               (i) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held.

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               (ii) The record date for determining shareholders entitled to express consent or dissent to corporate action in writing without a meeting, when prior action by the Board of Directors is not necessary, shall be the close of business on the day on which the first written consent or dissent is filed with the Secretary of the Corporation.

               (iii) The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

          (c) Certification by Nominee. The Board of Directors may adopt a procedure whereby a shareholder of the Corporation may certify in writing to the Corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of a specified person or persons. The resolution of the Board of Directors may set forth:

               (i) the classification of shareholder who may certify;

               (ii) the purpose or purposes for which the certification may be made;

               (iii) the form of certification and information to be contained therein;

               (iv) if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Corporation; and

               (v) such other provisions with respect to the procedure as are deemed necessary or desirable.

               Upon receipt by the Corporation of a certification complying with the procedure, the persons specified in the certification shall be deemed, for the purposes set forth in the certification; to be the holders of record of the number of shares specified in place of the shareholder making the certification.

     Section 5-4.  Lost Share Certificates. Unless waived in whole or in part by the Board of Directors, any person requesting the issuance of a new certificate in lieu of an alleged lost, destroyed, mislaid or wrongfully taken certificate shall (a) give to the Corporation his or her bond of indemnity with an acceptable surety, and (b) satisfy such other requirements as may be imposed by the Corporation. Thereupon, a new share certificate shall be issued to the registered owner or his or her assigns in lieu of the alleged lost, destroyed,

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mislaid or wrongfully taken certificate, provided that the request therefor and issuance thereof have been made before the Corporation has notice that such shares have been acquired by a bona fide purchaser.

     Section 5-5. Uncertificated Shares. Notwithstanding anything herein to the contrary, any or all classes and series of shares, any part thereof, may be represented by uncertificated shares to the extent determined by the Board of Directors, except that shares represented by a certificate that is issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the Corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof, a written notice containing the information required to be set forth or stated on certificates. The rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical. Notwithstanding anything herein to the contrary, the provisions of section 5-2 shall be inapplicable to uncertificated shares and in lieu thereof the Board of Directors shall adopt alternative procedures for registration of transfers.

ARTICLE VI — NOTICES — COMPUTING TIME PERIODS

     Section 6-1. Contents of Notice. Whenever any notice of a meeting is required to be given pursuant to these Bylaws or the Articles of Incorporation, (the “Articles” ) or otherwise, the notice shall specify the place and time of the meeting; in the case of a special meeting of shareholders or where otherwise required by law or the Bylaws, the general nature of the business to be transacted at such meeting; and any other information required by law.

     Section 6-2. Method of Notice. Whenever written notice is required to be given to any person under the provisions of the Articles or these Bylaws, it may be given to the person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answerback received) or courier service, charges prepaid, or by telecopier, to such person’s address (or to such person’s telex TWX, telecopier or telephone number) appearing on the books of the Corporation or, In the case of Directors, supplied by such Director to the Corporation for the purpose of notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person or, in the case of telex or TWX, when dispatched. Except as otherwise provided herein, or as otherwise

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directed by the Board of Directors, notices of meetings may be given by, or at the direction of, the Secretary.

     Section 6-3.  Computing Time Periods.

          (a) Days to be Counted. In computing the number of days for purposes of these Bylaws, all days shall be counted, including Saturdays, Sundays or a holiday on which national banks its or may elect to be closed (“Holiday”); provided, however, that if the final day of any time period falls on a Saturday, Sunday or Holiday, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or Holiday. In computing the number of days for the purpose of giving notice of any meeting, the date upon which the notice is given shall be counted but the day set for the meeting shall not be counted.

          (b) One Day Notice. In any case where only one day’s notice is being given, notice must be given at least 24 hours in advance by delivery in person, telephone, telex, TWX, telecopier or similar means of communication.

     Section 6-4. Waiver of Notice. Whenever any notice is required to be given by law or the Articles or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice. Except as otherwise required by law or the next sentence, neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting. In the case of a special meeting of shareholders, the waiver of notice shall specify the general nature of the business to be transacted. Attendance of a person at any meeting shall constitute a waiver of notice of the meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE VII — LIMITATION OF DIRECTORS’ LIABILITY AND
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

     Section 7-1. Limitation of Director’s Liability. No Director of the Corporation shall be personally liable for monetary damages as such for any action taken or any failure to take any action unless: (a) the Director has breached or failed to perform the duties of his or her office under Subchapter B of Chapter 17 of the Pennsylvania BCL, and (b) the breach or failure to perform constitutes self-dealing, wilful misconduct or recklessness; provided, however, that the provisions of this Section shall not apply to the responsibility or liability of a Director pursuant to any criminal statute, or to the liability of

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a director for the payment of taxes pursuant to local Pennsylvania or federal law.

     Section 7-2. Indemnification and Insurance.

          (a) Indemnification of Directors and Officers.

               (i) Each Indemnitee (as defined below) shall be indemnified and held harmless by the Corporation for all actions taken by him or her and for all failures to take action (regardless of the date of any such action or failure to take action) to the fullest extent permitted by Pennsylvania law against all expense, liability and loss (including without limitation attorneys fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by— the Indemnitee in connection with any Proceeding (as defined below). No indemnification pursuant to this Section shall be made, however, in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted wilful misconduct or recklessness.

               (ii) The right to indemnification provided in this Section shall include the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid by the Corporation in advance of the final disposition of the Proceeding to the fullest extent permitted by Pennsylvania law; provided that, if Pennsylvania law continues so to require, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified under this Section or otherwise.

               (iii) Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a Director or officer and shall inure to the benefit of his or her heirs, executors and administrators.

               (iv) For purposes of this Article, (A) “Indemnitee” shall mean each Director or officer of the Corporation who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he or she is or was a Director or officer of the Corporation or is or was serving in any capacity at the request or for the benefit of the Corporation as a Director, officer, employee, agent, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise; and (B) “Proceeding” shall mean any threatened, pending or completed action, suit or proceeding (including without limitation an

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a Director for the payment of taxes pursuant to local, Pennsylvania or federal law.

     Section 7-2. Indemnification and Insurance.

          (a) Indemnification of Directors and Officers.

               (i) Each Indemnitee (as defined below) shall be indemnified and held harmless by the Corporation for all actions taken by him or her and for all failures to take action (regardless of the date of any such action or failure to take action) to the fullest extent permitted by Pennsylvania law against all expense, liability and loss (including without limitation attorneys fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined below). No indemnification pursuant to this Section shall be made, however, in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted wilful misconduct or recklessness.

               (ii) The right to indemnification provided in this Section shall include the right to have the expanses incurred by the Indemnitee in defending any Proceeding paid by the Corporation in advance of the final disposition of the Proceeding to the fullest extent permitted by Pennsylvania law; provided that, if Pennsylvania law continues so to require, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the Indemnitee is not entitled to be Indemnified under this Section or otherwise.

               (iii) Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a Director or officer and shall inure to the benefit of his or her heirs, executors and administrators.

               (iv) For purposes of this Article, (A) “Indemnitee” shall mean each Director or officer of the Corporation who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he or she is or was a Director or officer of the Corporation or is or was serving in any capacity at the request or for the benefit of the Corporation as a Director, officer, employee, agent, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise; and (B) “Proceeding” shall mean any threatened, pending or completed action, suit or proceeding (including without limitation an

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action suit or proceeding by or in the right of the corporation), whether civil, criminal, administrative, investigative or through arbitration.

          (b) Indemnification of Employees and Other Persons. The Corporation may, by action of its Board of Directors and to the extent provided in such action, Indemnify employees and other persons as though they were Indemnitees. To the extent that an employee or agent of the Corporation has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein the corporation shall indemnify such person against expenses Including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

          (c) Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses provided in this Article shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the Articles or Bylaws, agreement, vote of shareholders or Directors, or otherwise.

          (d) Insurance. The Corporation may purchase and maintain insurance, at its expense, for the benefit of any person on behalf of whom insurance is permitted to be purchased by Pennsylvania law against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person under Pennsylvania or other law. The Corporation may also purchase and maintain insurance to insure its indemnification obligations whether arising hereunder or otherwise.

          (e) Fund For Payment of Expenses. The Corporation may create a fund of any nature, which may, but need be, under the control of a trustee, or otherwise may secure in any manner its indemnification obligations, whether arising hereunder, under the Articles, by agreement, vote of shareholders or Directors, or otherwise.

          Section 7-3 Amendment. The provisions of this Article VII relating to the limitation of Directors’ liability, to indemnification and to the advancement of expenses shall constitute a contract between the Corporation and each of its Dierctors and officers which may be modified as to any Director or officer only with that person’s consent or as specifically provided in this Section. Notwithstanding any other provision of these. Bylaws relating to their amendment generally, any repeal or amendment of this Article VII which is adverse to any Director or officer shall apply to such Director or officer only on a prospective basis, and shall not reduce any limitation on the personal liability of a Director of the Corporation, or limit the rights of an Indemnitee to indemnification or to the advancement

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of expenses with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these Bylaws, no repeal or amendment of these Bylaws shall affect any or all of this Article so as either to reduce the limitation of Directors’ liability or limit indemnification or the advancement of expenses in any manner unless adopted by (a) the unanimous vote of the Directors of the Corporation then serving, or (b) the affirmative vote of shareholders entitled to cast not less than a majority of the votes that all shareholders are entitled to cast in the election of Directors; provided that no such amendment shall have retroactive effect inconsistent with the preceding sentence.

          Section 7-4. Changes in Pennsylvania Law. References in this Article VII to Pennsylvania law or to any provision thereof shall be to such law as it existed on the date this Article VII was adopted or as such law thereafter may be changed; provided that (a) in the case of any change which expands the liability of Directors or limits the indemnification rights or the rights to advancement of expenses which the Corporation may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Article shall continue as theretofore to the extent permitted by law; and (b) if such change permits the Corporation without the requirement of any further action by shareholders or Directors to limit further the liability of Directors (or limit the liability of officers) or to provide broader indemnification rights or rights to the advancement of expenses than the Corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.

ARTICLE VIII — FISCAL YEAR

          Section 8—1. Determination of Fiscal Year. The Board of Directors shall have the power by resolution to fix the fiscal year of the Corporation. If the Board of Directors shall fail to do so; the President shall fix the fiscal year.

ARTICLE IX — AMENDMENTS

          Section 9-1. Except as otherwise expressly provided in Section 7-3:

               (a) Shareholders. The shareholders entitled to vote thereon shall have the power to alter, amend, or repeal these Bylaws, by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast thereon, at any regular or special meeting, duly convened after notice to the shareholders of such purpose. In the case of a meeting of shareholders to amend or repeal these Bylaws,

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written notice shall be given to each shareholder that the purpose or one of the purposes, of the meeting is to consider the adoption, amendment or repeal of the Bylaws.

               (b) Board of Directors. The Board of Directors (but not a committee thereof), by a vote of the majority of Directors then in office, shall have the power to alter, amend, and repeal these Bylaws, regardless of whether the shareholders have previously adopted the Bylaw being amended or repealed, subject to the power of the shareholders to change such action, provided that the Board of Directors shall not have the power to amend these Bylaws on any subject that is expressly committed to the shareholders by the express terms hereof, by Section 1504 of the Pennsylvania BCL, or otherwise.

ARTICLE X — INTERPRETATION OF BYLAWS — SEPARABILITY

          Section 10-1. Interpretation. All words, terms and provisions of these Bylaws shall be interpreted and defined by used in accordance with the Pennsylvania BCL.

          Section 10-2. Separability. The provisions of these Bylaws are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

ARTICLE XI —1. DETERMINATIONS BY THE BOARD

          Section 11-1. Effect of Board Determinations. Any determination involving interpretation or application of these Bylaws made in good faith by the Board of Directors shall be final, binding and conclusive on all parties In interest.

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EXHIBIT “A”
TO
PD RECOVERY, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 1 of 2)

Article II, Section 2-2(a), is amended as follows:

(a) Annual Meeting of Shareholders. The annual meeting of the shareholders of the corporation shall be held at such date and time as may be determined by the Board of Directors.

Article II, Section 2-3(a), is amended as follows:

The Chairman of the Board, if any, the Chief Executive Officer or in his absence, the President, if any; or

Article III, Section 3-1(b), is amended as follows:

(b) Number. The number of members of the Board of Directors shall be two, or such other number as may thereafter from time to time (i) be determined by the Board of Directors, or (ii) be set forth in a notice of meeting of shareholders called for the election of a full Board of Directors.

Article III, Section 3.4, is amended as follows:

Section 3-4. Special Meetings. Special meetings of the Board of Directors shall be held whenever ordered by the Chairman of the Board, if any, the Chief Executive Officer, or in his absence by the President, if any, by a majority of the executive committee, if any, or by a majority of the Directors in office.

Article IV, Section 4-1, is amended as follows:

Section 4-1. officers. The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, Executive Vice President. Chief Financial Officer, Senior Vice President and Secretary. Any two or more offices may be held by the same person. The board of directors may appoint such other officers as it shall deem necessary , who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

EXHIBIT “A”
TO
PD RECOVERY, INC.’S
ACTION BY WRITTEN CONSENT OF SOLE STOCKHOLDER
DATED JUNE 2, 2008
(PAGE 2 of 2)

Article IV, Section 4-3, is amended as follows:

Section 4-3. Powers and Duties of the Chief Executive Officer. Unless otherwise determined by the Board of Directors, the Chief Executive Officer shall have the usual duties of an executive officer with general supervision over and direction of the affairs of the Corporation. In the exercise of these duties and subject to the actions of the Board of Directors, the Chief Executive Officer may appoint, suspend and discharge employees, agents and assistant officers, fix the compensation of all officers and assistant officers, shall preside at all meetings of the shareholders at which the Chief Executive Officer shall be present and, unless there is a Chairman of the Board. shall preside at all meetings of the Board of Directors. The Chief Executive Officer shall also do and perform such other duties as from time to time may be assigned to the Chief Executive Officer by the Board of Directors.

Unless otherwise determined by the Board of Directors, the Chief Executive Officer shall have full power and authority on behalf of the Corporation to attend and to act and to vote at any meeting of the shareholders of any corporation in which the Corporation may hold stock and, at any such meeting, shall possess and may exercise any and all rights and powers incident to the ownership of such stock and which, as the owner thereof, the Corporation might have possessed and exercised. The Chief Executive Officer shall also have the right to delegate such power.

Article IV, is amended by adding:

Section 4.3(a). Powers and Duties of the President. The President, if any, in the absence of the Chief Executive Officer, or in the event of his death, inability or refusal to act; the President shall perform the duties and exercise the powers of the Chief Executive Officer. The President shall have such powers and perform such duties as may be delegated to him by the Board of Directors or Chief Executive Officer.

Article IV, Section 4-5, is amended as follows:

By replacing the term “Treasurer” with the term “Chief Financial Officer”. The remainder of this section remains unchanged.

Article IV, Section 4-6, is amended as follows:

Section 4-6. Powers and Duties of the Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of the shareholders and the Board of Directors and shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall perform such other duties and have such powers as the Board of Directors may from time to time prescribe.

EX-5.1

Exhibit 5.1

[Letterhead of Pepper Hamilton LLP]

March 22, 2010

National Money Mart Company
c/o Dollar Financial Corp.
1436 Lancaster Avenue
Berwyn, PA 19312-1288

Dear Ladies and Gentlemen:

          We have acted as special counsel to National Money Mart Company, an unlimited company under the laws of the Province of Nova Scotia (the “Company”), and the Guarantors (as defined below) in connection with the filing by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the "Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed issuance by the Company of $600,000,000 aggregate principal amount of its 10.375% senior notes due 2016 (the “Exchange Notes”) in connection with the proposed exchange (the “Exchange Offer”) of $1,000 principal amount of the Exchange Notes for each $1,000 principal amount of its outstanding 10.375% senior notes due 2016 issued on December 23, 2009 (the “Old Notes”).

          The Old Notes contain guarantees (the “Old Guarantees”), and, upon their issuance, the Exchange Notes will contain guarantees (the “New Guarantees”), by Dollar Financial Corp., a Delaware corporation (“Holdings”) and each of the direct and indirect wholly owned subsidiaries of Holdings set forth on Exhibit A hereto (the “Covered Subsidiaries”), Exhibit B hereto (the “Non-Covered U.S. Subsidiaries”) and Exhibit C hereto (the “Canadian Subsidiaries” and, together with the Covered Subsidiaries, the Non-Covered U.S. Subsidiaries and Holdings, the “Guarantors”).

          The Old Notes and the Old Guarantees are, and upon their issuance the Exchange Notes and the New Guarantees will be, governed by the Indenture, dated December 23, 2009 (the “Indenture”), by and among the Company, the Guarantors and U.S. Bank National Association, as Trustee (the “Trustee”).

     You have requested that we render the opinion set forth in this letter, and we are furnishing this opinion pursuant to, the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated by the Commission under the Securities Act.

National Money Mart Company
Page 2
March 22, 2010

          In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Registration Statement, (ii) the charter documents and bylaws and other organizational documents of the Company and the Guarantors as currently in effect, (iii) the Indenture, (iv) the form of the Exchange Notes, (v) the form of the New Guarantees, (vi) minutes and records of the corporate proceedings of the Company and the Guarantors with respect to the Exchange Notes and the New Guarantees, and (vii) such other records, certificates and documents as we have deemed necessary or appropriate in order to deliver the opinions set forth herein.

          For purposes of this opinion letter, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion letter is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the Guarantors, and the due authorization, execution and delivery of all documents by and enforceable against the parties thereto other than the Company and the Guarantors. As to any facts material to the opinions expressed herein, we have not independently established or verified such facts and we have relied upon statements and representations of officers and other representatives of the Company and the Guarantors and others and no inference as to our knowledge concerning such facts should be drawn by such reliance.

          To the extent that the obligations of the Company and the Guarantors under the Indenture may be dependent upon such matters, we have assumed for purposes of this opinion that the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that the Trustee is duly qualified to engage in the activities contemplated by the Indenture; that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the valid and binding obligation of the Trustee enforceable against the Trustee in accordance with all applicable laws and regulations; and that the Trustee has the requisite organization and legal power and authority to perform its obligations under the Indenture.

          Our opinions expressed below are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (iii) public policy considerations which may limit the rights of parties to obtain certain remedies.

-2-

National Money Mart Company
Page 3
March 22, 2010

          For the purposes of this opinion letter, we have also assumed that: (i) the Company, each of the Non-Covered U.S. Subsidiaries and each of the Canadian Subsidiaries is valid and subsisting and in good standing under the laws of its respective jurisdiction of incorporation or organization; (ii) the Indenture has been duly authorized, executed and delivered by each of the Company, the Non-Covered U.S. Subsidiaries and the Canadian Subsidiaries; (iii) the New Notes have been duly authorized by the Company; and (iv) the New Guarantees have been duly authorized by each of the Non-Covered U.S. Subsidiaries and the Canadian Subsidiaries.

          Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments, if any), becomes effective under the Securities Act, (ii) the Indenture has been qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes and the New Guarantees are duly executed, attested, issued and delivered by duly authorized officers of the Company and the Guarantors, respectively, and authenticated by the Trustee, all in accordance with the terms of the Indenture and the prospectus contained in the Registration Statement, against surrender and cancellation of a like principal amount of Old Notes and Old Guarantees, the Exchange Notes issued by the Company and the New Guarantees issued by the Guarantors will be validly issued by the Company and the Guarantors, respectively, and the Exchange Notes and the New Guarantees will constitute valid and legally binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors, respectively, in accordance with their terms.

          Our opinion set forth herein is limited to the laws of the Commonwealth of Pennsylvania, the laws of the State of New York, the provisions of the Delaware General Corporation Law and the Federal laws of the United States that, in our experience, are normally applicable to transactions of the type contemplated by the Exchange Offer and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as the “Applicable Law”). We do not express any opinion with respect to the laws of any jurisdiction other than the Applicable Law or as to the effect of any such law other than the Applicable Law on the opinion herein stated. Insofar as the opinion expressed herein relates to or is dependent upon matters governed by the laws of jurisdictions other than those covered by the Applicable Law, we have relied, without independent investigation, on opinions addressed to you dated March 19, 2010 of Roy W. Hibberd, Esq., general counsel to Holdings (with respect to the Non-Covered U.S. Subsidiaries), Stewart McKelvey (with respect to the Company), Owen Bird Law Corporation (with respect to 656790 B.C. Ltd) and Bishop & McKenzie LLP (with respect to Money Card Corp., Money Mart Canada Inc., 1100591 Alberta Ltd., Advance Canada Inc. and Advance Canada Properties Inc.).

-3-

National Money Mart Company
Page 4
March 22, 2010

          This opinion is given in respect of the Indenture, the Exchange Notes and the New Guarantees only, and we express no opinion as to the legality, validity or binding effect of any related document, instrument or agreement or any other matter beyond the matters expressly set forth herein. This opinion speaks only as of its date, and we affirmatively disclaim any obligation to update this opinion letter to disclose to you facts, events or changes of law or interpretation of law occurring, arising or coming to our attention after the date hereof.

          We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

          This opinion letter is furnished to you in connection with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

Very truly yours,

/s/ Pepper Hamilton LLP

Pepper Hamilton LLP

-4-

EXHIBIT A
List of Covered Subsidiaries

Dollar Financial Group, Inc., a New York corporation
Check Mart of Florida, Inc., a Delaware corporation
Check Mart of Pennsylvania, Inc., a Pennsylvania corporation
DFG Canada, Inc., a Delaware corporation
DFG International, Inc., a Delaware corporation
DFG World, Inc., a Delaware corporation
Dollar Financial Insurance Corp., a Pennsylvania corporation
Financial Exchange Company of Pennsylvania, Inc., a Pennsylvania corporation
Financial Exchange Company of Pittsburgh, Inc., a Delaware corporation
Financial Exchange Company of Virginia, Inc., a Delaware corporation
Monetary Management Corporation of Pennsylvania, a Delaware corporation
Monetary Management of California, Inc., a Delaware corporation
Monetary Management of Maryland, Inc., Delaware corporation
Monetary Management of New York, Inc., a New York corporation
Moneymart, Inc., a Delaware corporation
PD Recovery, Inc., a Pennsylvania corporation

EXHIBIT B

List of Non-Covered Subsidiaries

Any Kind Check Cashing Centers, Inc., an Arizona corporation
Cash Unlimited of Arizona, Inc., an Arizona corporation
Check Mart of Louisiana, Inc., a Louisiana corporation
Check Mart of New Mexico, Inc., a New Mexico corporation
Check Mart of Texas, Inc., a Texas corporation
Check Mart of Wisconsin, Inc., a Wisconsin corporation
Financial Exchange Company of Ohio, Inc., an Ohio corporation
Loan Mart of Oklahoma, Inc., an Oklahoma corporation
Money Mart CSO, Inc., a Texas corporation
Money Mart Express, Inc., a Utah corporation
Pacific Ring Enterprises, Inc., a California corporation

EXHIBIT C

Canadian Subsidiaries

1100591 Alberta Ltd., an Alberta corporation
656790 B.C. Ltd., a British Columbia corporation
Advance Canada Inc., an Alberta corporation
Advance Canada Properties Inc., an Alberta corporation
Money Card Corp., an Alberta corporation
Money Mart Canada Inc., an Alberta corporation

EX-5.2

Exhibit 5.2

[DOLLAR FINANCIAL CORP LETTERHEAD]

March 22, 2010

National Money Mart Company
c/o Dollar Financial Corp.
1436 Lancaster Avenue
Berwyn, PA 19312-1288

Ladies and Gentlemen:

          I am the Senior Vice President and General Counsel of Dollar Financial Corp., a Delaware corporation (“Holdings”), and have acted in such in connection with the filings by National Money Mart Company, an unlimited company under the laws of the Province of Nova Scotia and wholly owned indirect subsidiary of Holdings (the “Company”), and the Guarantors (as defined below) with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed issuance by the Company of $600,000,000 aggregate principal amount of its 10.375% senior notes due 2016 (the “Exchange Notes”) in connection with the proposed exchange of $1,000 principal amount of the Exchange Notes for each $1,000 principal amount of its outstanding 10.375% senior notes due 2016 issued on December 23, 2009 (the “Old Notes”).

          The Old Notes contain guarantees (the “Old Guarantees”) and, upon their issuance, the Exchange Notes will contain guarantees (the “New Guarantees”), by Holdings and certain direct and indirect wholly owned subsidiaries of Holdings (collectively, the “Guarantors”), including the Guarantors listed on Exhibit A hereto (the “Covered Subsidiaries”).

          The Old Notes and the Old Guarantees are, and upon their issuance the Exchange Notes and the New Guarantees will be, governed by the Indenture, dated December 23, 2009 (the “Indenture”), by and among the Company, the Guarantors and U.S. Bank National Association, as Trustee.

March 22, 2010
Page 2 of 3

          You have requested that I render the opinions set forth in this letter, and I am furnishing this letter pursuant to, the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated by the Commission under the Securities Act.

          In connection with this opinion, I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I have deemed necessary for the purposes of this opinion, including (i) the Registration Statement and the prospectus contained therein, (ii) the charter documents and bylaws and other organizational documents of the Covered Subsidiaries as currently in effect, (iii) the Indenture, (iv) the form of the Exchange Notes, (v) the form of the New Guarantees, (vi) minutes and records of the corporate proceedings of the Covered Subsidaries with respect to the New Guarantees, and (vii) such other records, certificates and documents as we have deemed necessary or appropriate in order to deliver the opinions set forth herein.

          For purposes of this opinion letter, I have assumed the authenticity of all documents submitted to me as originals, the conformity to the originals of all documents submitted to me as copies and the authenticity of the originals of all documents submitted to me as copies. I have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion letter is rendered, the authority of such persons signing on behalf of the parties thereto other than the Covered Subsidiaries, and the due authorization, execution and delivery of all documents by and enforceable against the parties thereto other than the Covered Subsidiaries. As to any facts material to the opinions expressed herein, I have not independently established or verified such facts and I have relied upon statements and representations of officers and other representatives of the Covered Subsidiaries and others and no inference as to my knowledge concerning such facts should be drawn by such reliance.

          With respect to the opinions as to the good standing of the Covered Subsidiaries, I have relied solely upon written certificates or oral confirmation of the secretary of state or other applicable governmental office of the applicable state without investigation into the standards for issuing such certificates.

          Based upon the foregoing assumptions, qualifications and limitations, and subject to the further assumptions, qualifications and limitations set forth below, I am of the opinion that:

          1. Each of the Covered Subsidiaries is a corporation validly existing and in good standing under the laws of its respective jurisdiction of incorporation.

          2. The Indenture has been duly authorized, executed and delivered by each of the Covered Subsidiaries.

          3. The New Guarantees to be endorsed on the Exchange Notes by each of the Covered Subsidiaries have been duly authorized by such Covered Subsidiary.

March 22, 2010
Page 3 of 3

          This opinion is given in respect of the Indenture and the New Guarantees of the Covered Subsidiaries only, and I express no opinion as to the legality, validity or binding effect of any related document, instrument or agreement or any other matter beyond the matters expressly set forth herein. This opinion speaks only as of its date, and I affirmatively disclaim any obligation to update this opinion letter to disclose to you facts, events or changes of law or interpretation of law occurring, arising or coming to my attention after the date hereof.

          I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. I also consent to the reference to me under the heading “Legal Matters” in the Registration Statement. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

          This opinion letter is furnished to you in connection with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

Very truly yours,

/s/ Roy W. Hibberd

Roy W. Hibberd
Senior Vice President and
General Counsel

EXHIBIT A

Any Kind Check Cashing Centers, Inc., an Arizona corporation
Cash Unlimited of Arizona, Inc., an Arizona corporation
Check Mart of Louisiana, Inc., a Louisiana corporation
Check Mart of New Mexico, Inc., a New Mexico corporation
Check Mart of Texas, Inc., a Texas corporation
Check Mart of Wisconsin, Inc., a Wisconsin corporation
Financial Exchange Company of Ohio, Inc., an Ohio corporation
Loan Mart of Oklahoma, Inc., an Oklahoma corporation
Money Mart CSO, Inc., a Texas corporation
Money Mart Express, Inc., a Utah corporation
Pacific Ring Enterprises, Inc., a California corporation

EX-5.3

Exhibit 5.3

[Letterhead of Stewart McKelvey]

Suite 900	Correspondence:	Telephone: 902.420.3200	Maurice P. Chiasson, Q.C.
Purdy’s Wharf Tower One	P.O. Box 997	Fax: 902.420.1417	Direct Dial: 902.420.3300
1959 Upper Water Street	Halifax, NS	halifax@smss.com	Direct Fax: 902.496.6176
Halifax, NS	Canada B3J 2X2	www.smss.com	mchiasson@smss.com
Canada B3J 3N2

MPC: SM001954.00006

March 22, 2010

National Money Mart Company
c/o Dollar Financial Group, Inc.
1436 Lancaster Avenue
Berwyn, PA 19312-1288

Dear Sirs:

We have acted as Nova Scotia counsel to National Money Mart Company, an unlimited company under the laws of Nova Scotia (the “Company”), in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed issuance by the Company of US$600,000,000 million aggregate principal amount of its 10.375% senior notes due 2016 (the “Exchange Notes”) in connection with the proposed exchange of $1,000 principal amount of the Exchange Notes for each $1,000 principal amount of its outstanding 10.375% senior notes due 2016 issued on December 23, 2009 (the “Old Notes”).

The Old Notes contain guarantees and, upon their issuance, the Exchange Notes will contain guarantees, by Dollar Financial Corp., a Delaware corporation (“Holdings”) and certain direct and indirect wholly owned subsidiaries of Holdings (collectively, the “Guarantors”).

The Old Notes are, and upon their issuance the Exchange Notes will be, governed by the Indenture, dated December 23, 2009 (the “Indenture”), by and among the Company, the Guarantors and U.S. Bank National Association, as Trustee.

You have requested that we render the opinion set forth in this letter, and we are furnishing this opinion pursuant to, the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated by the Commission under the Securities Act.

We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate and unlimited company records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

National Money Mart Company
March 22, 2010
Page 2

To enable us to render the opinion set forth below, we have examined and relied upon executed originals, counterparts or copies of such documents, records and certificates as we considered necessary or appropriate for enabling us to express the opinions set forth below including, without limitation:

(a)	the Indenture;
(b)	a certificate of status (the “Certificate of Status”) pertaining to the Company;
(c)	the Order of Amalgamation provided by the Supreme Court of Nova Scotia with respect to the Company, to which is attached the amalgamation agreement relating to its formation and its Memorandum of Association and Articles of Association together with all amendments thereto, and the records of corporate proceedings and written resolutions and registers of the Company contained in the minute book of the Company;
(d)	the Registration Statement and the prospectus contained therein; and
(e)	resolutions of the board of directors of the Company authorizing, among other things, the execution, delivery and performance of the Indenture and the issuance of the Exchange Notes.

As a basis for our opinions expressed below, we have assumed the completeness, truth, currency and accuracy of all facts in official public records, indices, registers and filing systems and certificates and other documents supplied by public officials, including, without limitation, the Certificate of Status, are complete, true and accurate as of, and at all material times prior to, the date of this letter. In all such examinations, we have assumed the authenticity and completeness of all documents submitted to us as originals and the conformity to originals and completeness of all documents submitted to us as photostatic, conformed, notarized or certified copies. For the purposes of the opinion expressed in paragraph 4 below, we have assumed that none of the Exchange Notes will be issued to or beneficially held by owners in the Province of Nova Scotia, and that no other acts in furtherance of the issuance of the Exchange Notes are undertaken in the Province of Nova Scotia.

Our opinions herein reflect only the application of applicable laws of the Province of Nova Scotia, including the federal laws of Canada applicable therein (“Applicable Laws”). The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or affect of any laws, decisions, rules or regulations of any other

National Money Mart Company
March 22, 2010
Page 3

jurisdiction, court or administrative agency. We express no opinion as to any matter other than as expressly set forth below, and no opinion is to or may be inferred or implied therefrom.

On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that:

1. The Company has been duly amalgamated and is validly existing in good standing as to the payment of annual fees and filing of annual returns under the laws of the Province of Nova Scotia.

2. The execution, delivery and performance of the Indenture has been duly authorized by all necessary corporate action of the Issuer, and the Indenture has been duly executed and delivered by the Issuer.

3. The Exchange Securities have been duly authorized by all necessary corporation action of the Company, and, when and if issued and delivered by the Company in exchange for the Old Notes, the Exchange Notes will be validly issued.

4. The execution and delivery of, and performance of obligations under, the Indenture, and the issuance and sale of the Exchange Notes by the Issuer, do not and will not

(a)	violate the provisions of the Memorandum of Association and Articles of Association of the Company, or
(b)	violate any Applicable Laws.

This opinion is furnished to you by us as your Nova Scotia counsel and is given for your use and benefit and for the use and benefit of Pepper Hamilton LLP.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the Prospectus constituting part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

Yours truly,
STEWART MCKELVEY

EX-5.4

Exhibit 5.4

Norbert P. Broda	2500, 10104 – 103 Avenue
Direct Line: 780 421 2479	Edmonton, Alberta T5J 1V3
Email Address: n.broda@bishopmckenzie.com	T: 780 426 5550
	F: 780 426 1305
	edmonton@bishopmckenzie.com
	www.bishopmckenzie.com
OUR FILE NO. 31707-901

March 22, 2010

Money Card Corp.
Money Mart Canada Inc.
1100591 Alberta Ltd. (“1100591”)
Advance Canada Inc. (“Advance Canada”)
Advance Canada Properties Inc. (“Advance Properties”)
c/o Dollar Financial Corp.
1436 Lancaster Avenue
Berwyn, PA 19312-1288

Dear Sirs:

I. SCOPE OF REVIEW

(A) Introduction

We have acted as Alberta counsel for Money Card Corp. (“Money Card”), Money Mart Canada Inc. (“Money Mart”), 1100591 Alberta Ltd. (“1100591”) Advance Canada Inc. (“Advance Canada”) and Advance Canada Properties Inc. (“Advance Properties”) (individually, an “Alberta Subsidiary Guarantor” and collectively, the “Alberta Subsidiary Guarantors”) in connection with the filing by the Company and the Guarantors (as defined below) with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed issuance by the Company of $600.0 million aggregate principal amount of its 10.375% senior notes due 2016 (the “Exchange Notes”) in connection with the proposed exchange of $1,000 principal amount of the Exchange Notes for each $1,000 principal amount of its outstanding 10.375% senior notes due 2016 issued on December 23, 2009 (the “Old Notes”).

Established in 1903 for the practice of law.
Offices in Edmonton and Calgary.              

Page 2 March 22, 2010

The Old Notes contain guarantees (the “Old Guarantees”) and, upon their issuance, the Exchange Notes will contain guarantees (the “New Guarantees”), by Dollar Financial Corp., a Delaware corporation (“Holdings”) and certain direct and indirect wholly owned subsidiaries of Holdings (collectively, the “Guarantors”), including each of the Alberta Subsidiary Guarantors.

The Old Notes and Old Guarantees are, and upon their issuance the Exchange Notes and the New Guarantees will be, governed by the Indenture, dated December 23, 2009 (the “Indenture”), by and among the Company, the Guarantors and U.S. Bank National Association, as Trustee.

(B) Examination of Documents

We have examined executed copies of the following documents (collectively the “Documents”):

(a)	The Indenture;
(b)	Originals, or copies certified or otherwise identified to our satisfaction, of such other documents, records, instruments and certificates as we have deemed necessary or appropriate to enable us to render this opinion; and
(c)	The Registration Statement and the prospectus contained therein.

We have also made such investigations and examined originals or copies, certified or otherwise identified to our satisfaction, of such certificates of public officials and of such other certificates, documents and records as we considered necessary or relevant for purposes of the opinions expressed below, including:

(a) the articles and by-laws of each Alberta Subsidiary Guarantor;

(b) the Minute Book of each Alberta Subsidiary Guarantor;

(c) resolutions of the directors of each Alberta Subsidiary Guarantor authorizing, among other things, the execution, delivery and performance of the Documents to which it is a party and the pledge of its shares;

(d) a certificate of an officer of each Alberta Subsidiary Guarantor dated March 19, 2010 (the “Officer’s Certificate”) in respect of certain factual matters relating to that Alberta Subsidiary Guarantor;

(e) a certificate of status provided by the Registrar of Corporations for the Province of Alberta for each Alberta Subsidiary Guarantor dated March 16, 2010 with respect to that Alberta Subsidiary Guarantor; and

(f) such other documents and certificates as we consider necessary to express the following opinion.

To the extent that the opinions expressed herein are based on factual matters, we have relied solely upon the Officer’s Certificate.

(C) Assumptions

We have made the following assumptions:

Page 3 March 22, 2010

(a)	with respect to all documents examined by us, the genuineness of all signatures, the legal capacity of individuals signing any documents, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, confirmed, telecopied or photocopied copies;
(b)	that all facts set forth in official public records and certificates and other documents supplied by public officials or otherwise conveyed to us by public officials are complete, true and accurate;
(c)	that all facts addressed in certificates supplied by officers of each of the Alberta Subsidiary Guarantors are complete, true and accurate as of the date of this opinion letter;
(d)	that each of the parties to the Documents (other than the Alberta Subsidiary Guarantors) is incorporated and existing as an unlimited company or a corporation, as the case may be, under the laws of its jurisdiction of formation, organization, incorporation, continuance or amalgamation, has not been dissolved, and has the corporate power and capacity to execute, deliver and perform its obligations under each Document to which it is a party;
(e)	that each party to any of the Documents (other than the Alberta Subsidiary Guarantors) has duly authorized, executed and delivered the Documents to which it is a party;
(f)	that the Documents constitute legal, valid and binding obligations of each party thereto, including the Alberta Subsidiary Guarantors, enforceable against them in accordance with their terms;
(g)	that Holdings and the Company have physically delivered to the other parties thereto, or their respective agents, all of the Documents to which each of them is a party, each of which has been properly delivered under all relevant laws and are not delivered subject to any condition or escrow which has not been satisfied; and
(h)	the Documents remain in full force and effect without amendment.

(D) Laws Addressed

This opinion is limited to the laws of the Province of Alberta and the federal laws of Canada applicable in Alberta (the “Applicable Laws”), without regard to conflict or choice of law principles of any jurisdiction; provided, however, that this opinion letter does not address local or foreign statutes, laws, rules or regulations, or state “blue sky” or similar securities laws, rules or regulations of any jurisdiction. The opinions expressed herein are limited to the matters specifically addressed as stated herein and are rendered by us as of the date hereof, and we undertake no, and disclaim any, obligation to advise the recipient of this opinion or any other person of any event or circumstance affecting any matter set forth herein which may occur after the date hereof.

Page 4 March 22, 2010

II. OPINIONS

Based on the foregoing, and subject to the qualifications expressed below, we are of the opinion that:

1. Each Alberta Subsidiary Guarantor is a duly incorporated, valid and subsisting corporation and in good standing under the laws of the Province of Alberta.

2. The Indenture has been duly authorized and delivered by each of the Alberta Subsidiary Guarantors.

3. The New Guarantees to be endorsed on the Exchange Notes by each of the Alberta Subsidiary Guarantors have been duly authorized by such Alberta Subsidiary Guarantor.

4. Neither the execution, delivery and performance by each of the Alberta Subsidiary Guarantors of the Indenture nor the consummation of the transactions contemplated therein will result in a breach or violation of any of the terms or provisions of, or constitute a default under (a) any Applicable Laws, or (b) the articles of such Alberta Subsidiary Guarantors.

III. QUALIFICATIONS

The foregoing opinions are subject to the following qualifications:

1. We express no opinion as to the effect of other agreements or understandings among the parties, written or oral, or any usage of trade or course of prior dealing among the parties or whether, in either case, any of the foregoing would define, supplement or qualify the terms of the Documents;

2. We express no opinion and make no statement as to whether any disclosure or other information has been adequately conveyed to a purchaser at or prior to the time of sale to such purchaser;

3. We are providing no opinion in respect to the validity, binding effect or enforceability of the Documents except as enforceability depends on corporate due authorization by the Alberta Subsidiary Guarantors;

4. We express no opinion and make no statement as to whether any registration, authorization, consent or approval of, or filing, registration, qualification or recording disclosure or other information is required pursuant to securities laws applicable in Alberta;

5. Claims may become barred or limited by applicable laws regarding the limitation of actions or may be or become subject to defences of set-off or counterclaim.

6. This opinion is given in respect of the Indenture and the New Guarantees to be issued by Alberta Subsidiary Guarantors only, and we express no opinion as to the legality, validity or binding effect of any related document, instrument or agreement or any other matter beyond the matters expressly set forth herein.

Page 5 March 22, 2010

7. This opinion speaks only as of its date, and we affirmatively disclaim any obligation to update this opinion letter to disclose to you facts, events or changes of law or interpretation of law occurring, arising or coming to our attention after the date hereof.

IV. RELIANCE

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

This opinion is furnished to you by us as counsel to the Alberta Subsidiary Guarantors and is given for your use and benefit and for the use and benefit of Pepper Hamilton LLP.

Yours truly,

Bishop & McKenzie llp

Per:

Norbert P. Broda

EX-5.5

Exhibit 5.5

[Letterhead of Owen Bird Law Corporation]

March 22, 2010

656790 B.C. Ltd.
c/o Dollar Financial Corp.
1436 Lancaster Avenue
Berwyn, PA 19312-1288

Ladies and Gentlemen:

          We refer to the filing by National Money Mart Company, an unlimited company organized under the laws of Nova Scotia (the “Company”), and the Guarantors (as defined below) with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed issuance by the Company of US$600,000,000 million aggregate principal amount of its 10.375% senior notes due 2016 (the “Exchange Notes”) in connection with the proposed exchange of $1,000 principal amount of the Exchange Notes for each $1,000 principal amount of its outstanding 10.375% senior notes due 2016 issued on December 23, 2009 (the “Old Notes”).

          The Old Notes contain guarantees (the “Old Guarantees”) and, upon their issuance, the Exchange Notes will contain guarantees (the “New Guarantees”), by Dollar Financial Corp., a Delaware corporation (“Holdings”) and certain direct and indirect wholly owned subsidiaries of Holdings (collectively, the “Guarantors”), including 656790 B.C. Ltd., a British Columbia corporation (“656790”).

          The Old Notes and the Old Guarantees are, and upon their issuance the Exchange Notes and the New Guarantees will be, governed by the Indenture, dated December 23, 2009 (the “Indenture”), by and among the Company, the Guarantors and U.S. Bank National Association, as Trustee.

          We have acted as British Columbia counsel for 656790 in connection with the filing of the Registration Statement.

          In connection with this opinion letter, we have examined originals, or copies reproduced or certified to our satisfaction, of the following documents:

          1. The Indenture;

          2. Originals, or copies certified or otherwise identified to our satisfaction, of such other documents, records, instruments and certificates as we have deemed necessary or appropriate to enable us to render this opinion, including

               a. The Articles of Association of 656790, provided to us by 656790;

               b. Resolutions of the board of directors of 656790 authorizing, among other things, the execution and delivery of Indenture and the New Guarantees; and

               c. A certificate of an officer of 656790 dated March 17, 2010 in respect of certain factual matters relating to 656790; and

          3. The Registration Statement and the prospectus contained therein.

          We have also made such examination of laws and of certificates of public officials as we have deemed necessary to enable us to render this opinion letter. With respect to our opinions as to the good standing of 656790 set forth below in opinion 1 of this letter, we have relied solely upon written certificates or oral confirmation of the Office of the Registrar of Companies for British Columbia (“BCRegCo”) without investigation into the standards for issuing such certificates.

          In rendering this opinion letter, with your permission, we have assumed (i) the due execution and delivery, pursuant to due authorization, of the Indenture by the parties thereto, (ii) the genuineness of the signatures of, and the authority of, persons signing the Indenture on behalf of the parties thereto, (iii) the genuineness of all signatures and the authenticity and completeness of all records, certificates, instruments and documents submitted to us as originals, and (iv) the conformity to authentic originals of all records, certificates, instruments and documents submitted to us as certified, conformed, photostatic or facsimile copies thereof.

          This opinion letter is limited solely to matters governed by the laws of the Province of British Columbia (the “Province”) and the federal laws of Canada applicable in the Province (collectively, the “Applicable Law”), without regard to conflict or choice of law principles of any jurisdiction; provided, however, that this opinion letter does not address local or foreign statutes, laws, rules or regulations, or state “blue sky” or similar securities laws, rules or regulations of any jurisdiction.

          Based upon the foregoing assumptions, qualifications and limitations, and subject to the further assumptions, qualifications and limitations set forth below, we are of the opinion that:

          1. 656790 is a valid and subsisting company under the laws of the Province and is in good standing with respect to the filing of annual returns with BCRegCo.

          2. The Indenture has been duly authorized and delivered by 656790.

          3. The New Guarantees to be endorsed on the Exchange Notes by 656790 have been duly authorized by 656790.

          4. Neither the execution, delivery and performance by 656790 of the Indenture nor the consummation of the transactions contemplated therein will result in a breach or violation of any of the terms or provisions of, or constitute a default under (a) any Applicable Laws, or (b) the Articles of Association of 656790.

          This opinion is given in respect of the Indenture and the New Guarantees to be issued by 656790 only, and we express no opinion as to the legality, validity or binding effect of any related document, instrument or agreement or any other matter beyond the matters expressly set forth herein. This opinion speaks only as of its date, and we affirmatively disclaim any obligation to update this opinion letter to disclose to you facts, events or changes of law or interpretation of law occurring, arising or coming to our attention after the date hereof.

          We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

          This opinion is furnished to you by us as counsel to 656790 and is given for your use and benefit and for the use and benefit of Pepper Hamilton LLP.

Very truly yours,

Owen Bird Law Corporation

EX-10.43

Exhibit 10.43

Barristers & Solicitors	McCarthy Tétrault LLP
Patent & Trade-mark Agents	Box 48, Suite 4700
	Toronto Dominion Bank Tower
McCarthy Tétrault	Toronto ON M5K 1E6
	Canada
	Telephone: 416 362-1812
	Facsimile: 416 868-0673
	mccarthy.ca
	John P. Brown
	Direct Line: 416-601-7719
	E-Mail: jbrown@mccarthy.ca

3 March 2010

Mr. Paul Bennett
Hordo & Bennett
Barristers & Solicitors
#1801-808 Nelson Street
P.O. Box 12146
Vancouver, BC V6Z 2H2

Dear Mr. Bennett:

Re: National Money Mart et al ats Kurt MacKinnon et al

We are writing this letter on behalf of National Money Mart Company and Dollar Financial Group, Inc.

Attached is a Summary of Material Components of the Settlement (the “Summary”) of the above noted matter, to which you and we have agreed on behalf of our clients, subject to the approval of the Boards of Directors of National Money Mart Company and Dollar Financial Group, Inc.

The Summary shall be reduced to a definitive settlement agreement (the “Agreement”) which the parties agree to negotiate and finalize expeditiously and in good faith. If there are any disputes on the form or content of the Agreement, or the interpretation of the Summary, they shall be settled by Donald I. Brenner Q. C. in a summary manner with no right of appeal.

This letter and the Summary will be kept confidential by the signatories and their clients and other agents and representatives and shall not be disclosed to any person, unless required by

Vancouver, Calgary, London, Toronto, Ottawa, Montréal, Québec, New York and London, England

McCarthy Tétrault

3 March 2010 - 2 - Mr. Bennett

law. The clients will be responsible for any breach of this confidentiality and non-disclosure undertaking by their counsel or other agents and representatives.

Pleases confirm your acceptance of the above by signing as indicated below.

Yours truly,


McCarthy Tétrault LLP

Per:
 

/s/ John P. Brown  

John P. Brown 

JPB/or
encls. 

Date: March 3, 2010	Hordo & Bennett            per:
	/s/ Paul Bennett
	Paul Bennett

McCarthy Tétrault LLP

Summary of Material Components of the Settlement

Feature	Description
Class Period	January 1, 1997 to Nov 1, 2009
Liability at Issue	Total cheque cashing fees estimated to Nov 1
Class Definition	All persons who repaid a payday loan by cheque
Settlement Fund	$24.75m — 50% cash, 50% Transaction Credits
The Claims Process	Claims made.
Entitlement of Class Member	Up to 100% of total cheque cashing fees paid (no interest) from Settlement Fund remaining after payment of class counsel fees. Payments of all claims – 50% cash and 50% Transaction Credits
Transaction Credit Terms	Issued in $5 increments — paper form
	Maximum $5 use per transaction ($25 for income tax prep)
	Non-transferable
	Expire in 3 years from date of distribution, subject to right to redeem for cash at stores in the 6 month period following expiry date
Set-offs	Money Mart has a first charge for all debts incurred by a claimant for all products/services during the class period, against any payment to be made to the claimant from the Settlement Fund
	If the debts exceed the amount of the payment, the excess debt remains outstanding and will not be affected by the settlement.
	Debts relating to Fast Cash Advances means the outstanding principal and interest due on the due date.
Debt Release	Debt of a class member incurred for all products/services during the class period who does not make a claim is released up to but not exceeding the total cheque cashing fees paid by the class member during the Class Period
	Excess debt remains outstanding and will not be affected by the settlement.
Release by Class	Class (and Approval Order) will provide a full and final release to Money Mart in respect of any and all claims related to Fast Cash Advances
Claw Back	Any amount in the Settlement Fund to be returned to Money Mart at the end of the redemption period.
Class Counsel Fees	Payable from the Settlement Fund only, 50% cash, 50% Transaction Credits.
	Class counsel may seek approval of a right to redeem its Transaction Credits for cash, but settlement is not conditional on this approval being granted
	Class Counsel Fees to be paid within 14 days after the date the Settlement Fund is established

-2-

Feature	Description
Administrative Costs	Money Mart will administer any settlement.
	Money Mart will pay fees of a referee, an auditor and a class counsel representative
Notice	Direct mailing to class members who engaged in a Money Mart transaction within the three years prior to the settlement approval date.
	Cost of any mailing will be paid 50% from the Settlement Fund and 50% by Money Mart.
	Notice to be published twice in the Vancouver Sun and the Vancouver Province. Notice to be posted in Money Mart stores in like manner to previous certification notice

EX-12.1

     Exhibit 12.1

Computation of Ratio of Earnings to Fixed charges

																		Pro			Pro
	Actual																	forma			forma
	For the year ended June 30,													For the Six Months Ended December 31,				For the year ended			For the six months ended
	2005			2006		2007			2008		2009			2008		2009		June 30, 2009			December 31, 2009
Net (loss) income		(357	)		6,965		(32,203	)		43,364		(6,822	)		20,836		12,403		(6,822	)		12,403
Adjustments
Income tax provision		19,986			27,517		37,735			36,015		15,023			15,609		13,870		15,023			13,870
Total fixed charges		40,438			36,719		38,011			64,459		61,369			31,308		32,686		106,912			59,555
Income		60,067			71,201		43,543			143,838		69,570			67,753		58,959		115,113			85,828
Fixed charges
Interest expense		32,192			27,705		29,701			41,319		40,837			20,755		22,915		85,735			49,583
Deferred issuance costs amortization		1,686			1,997		1,761			3,059		2,859			1,459		1,551		3,504			1,752
Imputed interest expense		6,560			7,017		6,549			20,081		17,673			9,094		8,220		17,673			8,220
Total fixed charges		40,438			36,719		38,011			64,459		61,369			31,308		32,686		106,912			59,555
Ratio of Earnings to fixed charges		1.5			1.9		1.1			2.2		1.1			2.2		1.8		1.1			1.4

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF DOLLAR FINANCIAL CORP.

	Jurisdiction of	Direct Parent
Subsidiary	Incorporation	Company	D/B/A
1100591 Alberta Ltd.	Alberta, Canada	656790 BC Ltd.	N/A
656790 BC Ltd.	British Columbia, Canada	DFG Canada, Inc,	N/A
Advance Canada Inc.	Alberta	DFG International, Inc.	N/A
Advance Canada Properties Inc.	Alberta, Canada	656790 BC Ltd.	N/A
A.E. Osborne & Sons Limited	United Kingdom	Cash A Cheque Holdings	The Money Shop
		Great Britain Limited
Any Kind Check Cashing Centers, Inc.	Arizona	Dollar Financial Group, Inc.	N/A
Cash A Cheque (GB) Limited	United Kingdom	Cash A Cheque Holdings Great Britain Limited	The Money Shop
Cash A Cheque Great Britain Limited	United Kingdom	Cash A Cheque Holdings Great Britain Limited	The Money Shop
Cash A Cheque Holdings Great Britain Limited	United Kingdom	Cash Centres Retail Ltd.	N/A
Cash A Cheque (South) Limited	United Kingdom	Cash A Cheque Holdings Great Britain Ltd	The Money Shop
Cash Centres Corporation Limited	United Kingdom	Instant Cash Loans Ltd.	N/A
Cash Centres International Limited	United Kingdom	Cash Centres Corporation Limited	N/A
Cash Centres Limited	United Kingdom	Cash Centres Corporation Limited	The Money Shop Cash Centres
Cash Centres Retail Limited	United Kingdom	London Cash Exchange Ltd.	The Money Shop
Cash Centres Scotland Limited	United Kingdom	County Registers Ltd.
Cash Unlimited of Arizona, Inc.	Arizona	Moneymart, Inc.	Loan Mart Money Mart
C.C. Financial Services Limited	United Kingdom	Cash A Cheque Holdings Great Britain Limited	The Money Shop
Check Mart of Florida, Inc.	Delaware	Dollar Financial Group, Inc.	Money Corner
			Money Mart
			The Check Cashing Store
			The CCS Payment Store
Check Mart of Louisiana, Inc.	Louisiana	Dollar Financial Group, Inc.	Money Mart
			Loan Mart
			American Check Cashers
Check Mart of New Mexico, Inc.	New Mexico	Dollar Financial Group, Inc.	Money Mart
Check Mart of Pennsylvania, Inc.	Pennsylvania	Dollar Financial Group, Inc.	Money Mart Any-Kind

	Jurisdiction of	Direct Parent
Subsidiary	Incorporation	Company	D/B/A
Check Mart of Texas, Inc.	Texas	Dollar Financial Group, Inc.	Money Mart
			Loan Mart
			Money Mart Payday Loans
			Checks Cashed
			Loan Mart Payday Loans
Check Mart of Wisconsin, Inc.	Wisconsin	Dollar Financial Group, Inc.	Money Mart/Payday
			Loans/Checks Cashed
			Money Mart
Cheque Changers Ltd.	United Kingdom	Cash Centres Retail Ltd.	Money Shop
County Registers Limited	United Kingdom	Robert Biggar (ESTD. 1830)
		Limited f/k/a Lombard
		Guildhouse Ltd.
Dealers’ Financial Services, LLC	Kentucky	Military Financial Services, LLC	N/A
Dealers’ Reinsurance Services Reinsurance Ltd.	Turks and Caicos Islands	Dealers’ Financial Services, LLC	N/A
Dollar Financial Australia Pty Ltd.	Australia	Dollar Financial UK Limited	N/A
Dollar Financial Group, Inc.	New York	Dollar Financial Corp.	N/A
DFG Acquisition Services, Inc.	Delaware	Dollar Financial Group, Inc.	N/A
DFG Canada, Inc.	Delaware	Dollar Financial Group, Inc.	N/A
DFG International, Inc.	Delaware	Dollar Financial Group, Inc.	N/A
DFG World, Inc.	Delaware	Dollar Financial Group, Inc.	N/A
Dollar Financial Insurance Corp.	Pennsylvania	Dollar Financial Group, Inc.	Inactive
Dollar Financial UK Limited	United Kingdom	DFG World, Inc.	N/A
Express Finance (Bromley) Ltd	United Kingdom	Instant Cash Loans Ltd.	Payday Express
Fastcash Limited	United Kingdom	Instant Cash Loans Ltd.	The Money Shop
Financial Exchange Company of Ohio, Inc.	Delaware	Dollar Financial Group, Inc.	Money Mart
Financial Exchange Company of Pennsylvania, Inc.	Pennsylvania	Dollar Financial Group, Inc.	Money Mart
Financial Exchange Company of Pittsburgh, Inc.	Delaware	Dollar Financial Group, Inc.	Money Mart
Financial Exchange Company of	Delaware	Dollar Financial Group, Inc.	Money Mart
Virginia, Inc.			Money Mart/Checks Cashed
			Almost A Banc
Instant Cash Loans Ireland Ltd	United Kingdom	DFG World, Inc.	The Money Shop
Instant Cash Loans Limited	United Kingdom	Dollar Financial UK Limited	The Money Shop Advance Britain.com Castlebridge Credit Management
			Robert Biggar (Est 1830) Ltd.
International Paper Converters Ltd.	United Kingdom	Cash Centres Retail Ltd.	The Money Shop
Loan Mart of Oklahoma, Inc.	Oklahoma	Dollar Financial Group, Inc.	Loan Mart/Payday Loans
			American Payday Loans
London Cash Exchange Limited	United Kingdom	Fastcash Ltd	The Money Shop
Military Financial Services, LLC	Delaware	DFS Acquisition Services, Inc.	N/A

	Jurisdiction of	Direct Parent
Subsidiary	Incorporation	Company	D/B/A
MoneyMart, Inc., f/k/a L.M.S. Development Corp.	Delaware	Dollar Financial Group, Inc.	Loan Mart Money Mart
Monetary Management Corporation of Pennsylvania, Inc.	Delaware	Dollar Financial Group, Inc.	Money Mart
Monetary Management of California, Inc.	Delaware	Dollar Financial Group, Inc.	Money Mart/Loan Mart Loan Mart
			Payday Loans
			Money Mart
			LoanMartUSA.com
Monetary Management of Maryland, Inc.	Delaware	Dollar Financial Group, Inc.	Cash Advance USA-Arizona
			American Payday Loans
			American Check Casher
			Check Casher
			Money Mart
			Cash Advance
Monetary Management of New York, Inc.	New York	Dollar Financial Group, Inc.	Inactive
Money Card Corp.	Alberta	656790 BC Ltd	N/A
Money Mart Canada Inc.	Alberta	656790 BC Ltd	N/A
Money Mart CSO, Inc.	Texas	Dollar Financial Group, Inc.	LoanMartUSA.com
Money Mart Express, Inc., f/k/a	Utah	Dollar Financial Group, Inc.	Loan Mart LoanMartUSA.com
Moneymart, Inc.	Delaware	Dollar Financial Group, Inc.	Loan Mart
			LoanMartUSA.com
Moneymart.com, Inc.
National Money Mart Company	Nova Scotia, Canada	DFG International, Inc.	Money Mart
Optima S.A. (76% ownership)	Poland	DFG World, Inc.
Pacific Ring Enterprises, Inc.	California	Dollar Financial Group, Inc.	Money Mart
			Money Mart/Payday
			Loans/Checks Cashed
Payday Express Limited f/k/a Cash Your Cheque Limited	United Kingdom	Instant Cash Loans Ltd.	The Money Shop Cash Your Cheque
PD Recovery, Inc.	Pennsylvania	Dollar Financial Group, Inc.	N/A
Robert Biggar (ESTD. 1830 Limited f/k/a Lombard Guildhouse Limited	United Kingdom	Cash Centres International Ltd	N/A
We The People, LLC	Delaware	We The People USA, Inc.	N/A
We The People USA, Inc.	Delaware	Dollar Financial Group, Inc.	N/A

EX-23.1

Exhibit 23.1

CONSENT OF ERNST & YOUNG LLP,
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

          We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-4) and related Prospectus of National Money Mart Company (the “Company”), Dollar Financial Corp. and other registrants thereunder for the registration of $600,000,000 aggregate principal amount of 10.375% Senior Notes due 2016 of the Company and to the incorporation by reference therein of our report dated September 3, 2009 (except for the retrospective adoption of accounting principles described in Note 2, as to which the date is November 20, 2009, and the condensed consolidating financial information included in Note 23 and the subsequent events disclosed in Note 24, both as to which the date is March 19, 2010) with respect to the consolidated financial statements of Dollar Financial Corp. for the year ended June 30, 2009, and our report dated September 3, 2009 with respect to the effectiveness of internal control over financial reporting of Dollar Financial Corp. as of June 30, 2009, both of which reports appear in the Current Report on Form 8-K of Dollar Financial Corp. filed on March 19, 2009, incorporated by reference in this registration statement and filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP  

Philadelphia, Pennsylvania
March 19, 2010

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement on Form S-4 and Prospectus therein of National Money Mart Company, Dollar Financial Corp. and the other registrants thereunder of our report dated February 27, 2009, relating to the consolidated balance sheet of Military Financial Services, LLC as of December 31, 2008, and the related consolidated statements of income, changes in members’ equity, and cash flows for the year then ended, and to the use of our name as it appears under the caption “Experts”.

/s/ Crowe Horwath LLP

Lexington, Kentucky
March 22, 2010

EX-23.3

EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITOR

     We consent to the incorporation by reference in this registration statement on Form S-4 of National Money Mart Company of our report dated April 3, 2008, relating to our audit of the consolidated financial statements of Military Financial Services, LLC and Subsidiaries as of and for the year ended December 31, 2007, which is included in the Current Report on Form 8-K filed by Dollar Financial Corp. on November 18, 2009. We also consent to the reference of our firm under the caption “Experts” in such registration statement.

/s/ McGladrey & Pullen, LLP
Stamford, Connecticut
March 22, 2010

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Kathy L. Mitchell
U.S. Bank National Association
225 Asylum Street
Hartford, CT 06103
(860) 241-6832

(Name, address and telephone number of agent for service)

National Money Mart Company

(Exact name of obligor as specified in its charter)

Nova Scotia

(State or other jurisdiction of incorporation or organization)

Not Applicable

(I.R.S. employer identification no.)

1436 Lancaster Avenue Berwyn, Pennsylvania	19312-1288
(Address of principal executive offices)	(Postal Code)

10 3/8% Senior Notes due 2016

(Title of the indenture securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

               None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.	A copy of the Articles of Association of the Trustee.*
2.	A copy of the certificate of authority of the Trustee to commence business.*
3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*
4.	A copy of the existing bylaws of the Trustee. **
5.	A copy of each Indenture referred to in Item 4. Not applicable.
6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7.	Report of Condition of the Trustee as of June 30, 2007 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7

*	Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
**	Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-159463 filed on August 21, 2009.

2

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Hartford, State of Connecticut on the 22nd of March, 2010.

By:	/s/ Kathy L. Mitchell
	Kathy L. Mitchell
	Vice President

By:	/s/ Mark A. Forgetta
	Mark A. Forgetta
	Vice President

3

Exhibit 6

CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: March 22, 2010

By:	/s/ Kathy L. Mitchell
	Kathy L. Mitchell
	Vice President

By:	/s/ Mark A. Forgetta
	Mark A. Forgetta
	Vice President

4

Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2009

($000’s)

	6/30/2009
Assets
Cash and Due From Depository Institutions	$	5,280,939
Securities		40,563,378
Federal Funds		3,740,525
Loans & Lease Financing Receivables		179,125,128
Fixed Assets		4,619,442
Intangible Assets		12,762,329
Other Assets		13,851,241
Total Assets	$	259,942,982
Liabilities
Deposits	$	180,624,239
Fed Funds		10,951,345
Treasury Demand Notes		0
Trading Liabilities		469,006
Other Borrowed Money		28,305,774
Acceptances		0
Subordinated Notes and Debentures		7,779,967
Other Liabilities		6,311,437
Total Liabilities	$	234,441,768
Equity
Minority Interest in Subsidiaries	$	1,640,987
Common and Preferred Stock		18,200
Surplus		12,642,020
Undivided Profits		11,200,007
Total Equity Capital	$	25,501,214
Total Liabilities and Equity Capital	$	259,942,982

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By:	/s/ Kathy L. Mitchell
	Kathy L. Mitchell
	Vice President

Date: March 22, 2010

5

EX-99.1

EXHIBIT 99.1

FORM OF
LETTER OF TRANSMITTAL

NATIONAL MONEY MART COMPANY

Tender for any and all outstanding
10.375% Senior Notes due 2016,
which are not registered under the Securities Act of 1933,
in exchange for new
10.375% Senior Notes due 2016,
which have been registered under the Securities Act of 1933

PURSUANT TO THE PROSPECTUS DATED          , 2010

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON          , 2010 UNLESS EXTENDED (THE “EXPIRATION DATE”). OLD NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. AFTER THE EXPIRATION DATE HAS BEEN EXTENDED, OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER AS OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE MAY NOT BE WITHDRAWN AFTER THE DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is
U.S. Bank National Association

	By Telephone: (800) 934-6802
By Facsimile: (651) 495-8156 Attn: Specialized Finance Confirm by Telephone: (800) 934-6802	By Overnight Courier and by Hand before 4:30 p.m. on the Expiration Date: U.S. Bank National Association Corporate Trust Services 60 Livingston Avenue St. Paul, Minnesota 55107 Attention: Specialized Finance	By Registered or Certified Mail: U.S. Bank National Association Corporate Trust Services 60 Livingston Avenue St. Paul, Minnesota 55107 Attention: Specialized Finance

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

This Letter of Transmittal is to be completed by holders of Old Notes (as defined below) either if Old Notes are to be forwarded herewith or if tenders of Old Notes are to be made by book-entry transfer to an account maintained by U.S. Bank National Association (the “Exchange Agent”) at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in “The Exchange Offer — Procedures for Tendering” in the Prospectus (as defined below).

Holders of Old Notes whose certificates (the “Certificates”) for such Old Notes are not immediately available or who cannot deliver their Certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Old Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer — Procedures for Tendering — Guaranteed Delivery Procedures” in the Prospectus.

SEE INSTRUCTION 1. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

ALL TENDERING HOLDERS COMPLETE THIS BOX:

DESCRIPTION OF OLD NOTES TENDERED
If Blank, Please Print Name and		Old Notes Tendered
Address of Registered Holder		(Attach Additional List of Notes)
		Principal Amount of
Certificate	Principal Amount of	Old Notes Tendered
Number(s)*	Old Notes	(If Less Than All)**
Total Amount Tendered:
* Need not be completed by book-entry holders.
** Old Notes may be tendered in whole or in part in denominations of $1,000 and integral multiples thereof. All Old Notes held shall be deemed tendered unless a lesser number is specified in this column.

BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY:

o  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution: 

DTC Account No. 

Transaction Code No. 

o  CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s): 

Window Ticket Number (if any): 

Date of Execution of Notice of Guaranteed Delivery: 

Name of Institution which Guaranteed Delivery: 

IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:

Name of Tendering Institution: ­ ­

DTC Account No. 

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Transaction Code No. 

o  CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.

o  CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A “PARTICIPATING BROKER-DEALER”) AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name: 

Address: 

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Ladies and Gentlemen:

The undersigned hereby tenders to National Money Mart Company, an unlimited company amalgamated under the laws of the Province of Nova Scotia, Canada (the “Issuer”), the above described aggregate principal amount of the Issuer’s issued and outstanding 10.375% senior notes due 2016 (the “Old Notes”), which are not registered under the Securities Act of 1933, in exchange for a like aggregate principal amount of the Issuer’s new 10.375% senior notes due 2016 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, respectively, upon the terms and subject to the conditions set forth in that certain prospectus of the Issuer, dated          , 2010 (as the same may be amended or supplemented from time to time, the “Prospectus”), receipt of which is acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the “Exchange Offer”).

Subject to and effective upon the acceptance for exchange of all or any portion of the Old Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Issuer all right, title and interest in and to such Old Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Issuer in connection with the Exchange Offer) with respect to the tendered Old Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to (i) deliver Certificates for Old Notes to the Issuer together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Issuer, upon receipt by the Exchange Agent, as the undersigned’s agent, of the Exchange Notes to be issued in exchange for such Old Notes, (ii) present Certificates for such Old Notes for transfer, and to transfer the Old Notes on the books of the Issuer, and (iii) receive for the account of the Issuer all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and conditions of the Exchange Offer.

THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE ISSUER WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE OLD NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE ISSUER OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE OLD NOTES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENTS. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.

The name(s) and address(es) of the registered holder(s) of the Old Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the Certificates representing such Old Notes. The Certificate number(s) and the Old Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

If any tendered Old Notes are not exchanged pursuant to the Exchange Offer for any reason, or if Certificates are submitted for more Old Notes than are tendered or accepted for exchange, Certificates for such nonexchanged or nontendered Old Notes will be returned (or, in the case of Old Notes tendered by book-entry transfer, such Old Notes will be credited to an account maintained at DTC), without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer.

The undersigned understands that tenders of Old Notes pursuant to any one of the procedures described in “The Exchange Offer — Procedures for Tendering” in the Prospectus and in the instructions hereto will, upon the Issuer’s acceptance for exchange of such tendered Old Notes, constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Issuer may not be required to accept for exchange any of the Old Notes tendered hereby.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, the undersigned hereby directs that the Exchange Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Old Notes, that

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such Exchange Notes be credited to the account indicated above maintained at DTC. If applicable, substitute Certificates representing Old Notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Old Notes, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please deliver the Exchange Notes to the undersigned at the address shown below the undersigned’s signature.

By tendering Old Notes and executing this Letter of Transmittal, the undersigned hereby represents and agrees that (i) the undersigned is not an “affiliate” (as defined in Rule 405 under the Securities Act) of the Issuer or any of its subsidiaries, (ii) any Exchange Notes to be received by the undersigned are being acquired in the ordinary course of its business, (iii) the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act of 1933) of Exchange Notes to be received in the Exchange Offer, and (iv) if the undersigned is not a broker-dealer, the undersigned is not engaged in, and does not intend to engage in, a distribution (within the meaning of the Securities Act of 1933) of such Exchange Notes. By tendering Old Notes pursuant to the Exchange Offer and executing this Letter of Transmittal, a holder of Old Notes which is a broker-dealer represents and agrees, consistent with certain interpretive letters issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties, that (a) such Old Notes held by the broker-dealer are held only as a nominee, or (b) such Old Notes were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and it will deliver the Prospectus (as amended or supplemented from time to time) meeting the requirements of the Securities Act of 1933 in connection with any resale of such Exchange Notes (provided that, by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933). See “The Exchange Offer — Terms of the Exchange Offer” and “Plan of Distribution” in the Prospectus.

The Issuer has agreed that, subject to the provisions of the Registration Rights Agreement dated as of December 23, 2009 by and among the Issuer, the Initial Purchasers (as defined therein) and the other parties named therein (the “Registration Rights Agreement”), the Prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer in connection with resales of Exchange Notes received in exchange for Old Notes, where such Old Notes were acquired by such participating broker-dealer for its own account as a result of market-making activities or other trading activities, for a period ending 180 days after the Expiration Date (subject to extension under certain limited circumstances described in the Prospectus) or, if earlier, when all such Exchange Notes have been disposed of by such participating broker-dealer. However, a participating broker-dealer who intends to use the Prospectus in connection with the resale of Exchange Notes received in exchange for Old Notes pursuant to the Exchange Offer must notify the Issuer, or cause the Issuer to be notified, on or prior to the Expiration Date, that it is a participating broker-dealer. Such notice may be given in the space provided herein for that purpose or may be delivered to the Exchange Agent at one of the addresses set forth in the Prospectus under “The Exchange Offer — Exchange Agent.” In that regard, each participating broker-dealer, by tendering such Old Notes and executing this Letter of Transmittal, agrees that, upon receipt of notice from the Issuer of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the Registration Rights Agreement, such participating broker-dealer will suspend the sale of Exchange Notes pursuant to the Prospectus until the Issuer has amended or supplemented the Prospectus to correct such misstatement or omission and have furnished copies of the amended or supplemented Prospectus to the participating broker-dealer or the Issuer has given notice that the sale of the Exchange Notes may be resumed, as the case may be.

If the Issuer gives such notice to suspend the sale of the Exchange Notes, the 180-day period referred to above during which participating broker-dealers are entitled to use the Prospectus in connection with the resale of Exchange Notes shall be extended by the number of days in the period from and including the date of the giving of such notice to and including the date when the Issuer shall have made available to participating broker-dealers copies of the supplemented or amended Prospectus necessary to resume resales of the Exchange Notes up to and including the date on which the Issuer has given notice that the use of the applicable Prospectus may be resumed, as the case may be.

For each Old Note accepted for exchange, the holder will receive an Exchange Note having a principal amount equal to that of the surrendered Old Note. The Exchange Note will bear interest from the most recent date to which interest has been paid on the Original Notes, or if no interest has been paid, from December 23, 2009. Accordingly, registered holders of Exchange Notes on the relevant record date for the first interest payment date following completion of the Exchange Offer will receive interest

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accruing from the most recent date to which interest has been paid or, if no interest has been paid, from December 23, 2009. Old Notes accepted for exchange will cease to accrue interest from and after the date of completion of the Exchange Offer. Holders whose Old Notes that are accepted for exchange will not receive any payment of interest on the Old Notes otherwise payable on any interest payment date the record date for which occurs after completion of the Exchange Offer.

All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable.

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HOLDER(S) SIGN HERE (SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)

(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)

Must be signed by registered holder(s) exactly as name(s) appear(s) on Certificate(s) for the Old Notes hereby tendered or on a security position listing, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith (including such opinions of counsel, certifications and other information as may be required by the Issuer or the Trustee for the Old Notes to comply with the restrictions on transfer applicable to the Old Notes). If the signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary capacity or representative capacity, please set forth the signer’s full title. See Instruction 5.

(SIGNATURE(S) OF HOLDER(S))

Signature(s): ­ ­     Dated: ­ ­, 2010

Name(s): 

(Please Print)

Address: 

(Include Zip Code)

Area Code and Telephone Number: 

TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER(S)

GUARANTEE OF SIGNATURE(S)

(SEE INSTRUCTIONS 2 AND 5)

Authorized Signature: 

Name: 

(Please Print)

Date: ­ ­, 2010

Capacity of Title: 

Name of Firm: 

Address: 

(Include Zip Code)

Area Code and Telephone Number: 

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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 5, 6 and 11)

To be completed ONLY if the Exchange Notes are to be issued in the name of someone other than the registered holder of the Old Notes whose name(s) appear(s) above:

Issue Exchange Notes to:

Name: 

(Please Print)

Address: 

(Include Zip Code)

(Taxpayer Identification or Social Security No.)

SPECIAL DELIVERY INSTRUCTIONS
(See, Instructions 1, 5 AND 6)

To be completed ONLY if the Exchange Notes are to be sent to someone other than the registered holder of the Old Notes whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above.

Mail Exchange Notes to:

Name: 

(Please Print)

Address: 

(Include Zip Code)

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.  This Letter of Transmittal is to be completed either if (a) Certificates are to be forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in “The Exchange Offer — Procedures for Tendering” in the Prospectus. Certificates, or timely confirmation of a book-entry transfer of such Old Notes into the Exchange Agent’s account at DTC, as well as this Letter of Transmittal (or manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent’s Message in the case of a book-entry delivery, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at one of its addresses set forth herein on or prior to the Expiration Date. Old Notes may be tendered in whole or in part in the principal amount of $1,000 and integral multiples thereof.

Holders who wish to tender their Old Notes and (i) whose Old Notes are not immediately available or (ii) who cannot deliver their Old Notes, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Old Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer — Procedures for Tendering — Guaranteed Delivery Procedures” in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Issuer, must be received by the Exchange Agent on or prior to the Expiration Date; and (iii) the Certificates (or a book-entry confirmation) representing all tendered Old Notes, in proper form for transfer, together with a Letter of Transmittal (or manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent’s Message in the case of a book-entry delivery, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in “The Exchange Offer — Procedures for Tendering — Guaranteed Delivery Procedures” in the Prospectus.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent, and must include a guarantee by an Eligible Institution in the form set forth in such Notice. For Old Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date. As used herein and in the Prospectus, “Eligible Institution” means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as “an eligible guarantor institution,” including (as such terms are defined therein) (i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer, (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association.

THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND PROPERLY INSURED OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

The Issuer will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or manually signed facsimile thereof), waives any right to receive any notice of the acceptance of such tender.

2. Guarantee of Signatures.  No signature guarantee on this Letter of Transmittal is required if:

(i) this Letter of Transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Old Notes) of Old Notes tendered herewith, unless such holder(s) has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” above, or

(ii) such Old Notes are tendered for the account of a firm that is an Eligible Institution.

In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5.

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3. Inadequate Space.  If the space provided in the box captioned “Description of Old Notes” is inadequate, the Certificate number(s) and/or the principal amount of Old Notes and any other required information should be listed on a separate signed schedule which is attached to this Letter of Transmittal.

4. Partial Tenders and Withdrawal Rights.  Tenders of Old Notes will be accepted only in the principal amount of $1,000 and integral multiples thereof. If less than all the Old Notes evidenced by any Certificate submitted are to be tendered, fill in the principal amount of Old Notes which are to be tendered in the box entitled “Principal Amount (or Principal Amount at Maturity) of Old Notes Tendered (if less than all).” In such case, new Certificate(s) for the remainder of the Old Notes that were evidenced by your old Certificate(s) will only be sent to the holder of the Old Notes, promptly after the Expiration Date. All Old Notes represented by Certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time on or prior to the Expiration Date. In order for a withdrawal to be effective on or prior to that time, a written, telegraphic, telex or facsimile transmission of such notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above or in the Prospectus on or prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Old Notes to be withdrawn, the aggregate principal amount of Old Notes to be withdrawn, and (if Certificates for Old Notes have been tendered) the name of the registered holder of the Old Notes as set forth on the Certificate for the Old Notes, if different from that of the person who tendered such Old Notes. If Certificates for the Old Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the physical release of such Certificates for the Old Notes, the tendering holder must submit the serial numbers shown on the particular Certificates for the Old Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Old Notes tendered for the account of an Eligible Institution. If Old Notes have been tendered pursuant to the procedures for book-entry transfer set forth in “The Exchange Offer — Procedures for Tendering,” the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Old Notes, in which case a notice of withdrawal will be effective if delivered to the Exchange Agent by written, telegraphic, telex or facsimile transmission. Withdrawals of tenders of Old Notes may not be rescinded. Old Notes properly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any subsequent time on or prior to the Expiration Date by following any of the procedures described in the Prospectus under “The Exchange Offer — Procedures for Tendering.”

All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Issuer, in its sole discretion, whose determination shall be final and binding on all parties. Neither the Issuer, any affiliates or assigns of the Issuer, the Exchange Agent nor any other person shall be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Old Notes which have been tendered but which are withdrawn will be returned to the holder thereof without cost to such holder promptly after withdrawal.

5. Signatures on Letter of Transmittal, Assignments and Endorsements.  If this Letter of Transmittal is signed by the registered holder(s) of the Old Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Certificate(s) without alteration, enlargement or any change whatsoever.

If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Old Notes are registered in different name(s) on several Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or manually signed facsimiles thereof) as there are different registrations of Certificates.

If this Letter of Transmittal or any Certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Issuer, in its sole discretion, of such persons’ authority to so act.

When this Letter of Transmittal is signed by the registered owner(s) of the Old Notes listed and transmitted hereby, no endorsement(s) of Certificate(s) or separate bond power(s) are required unless Exchange Notes are to be issued in the name of a person other than the registered holder(s). Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.

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If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Old Notes listed, the Certificates must be endorsed or accompanied by appropriate bond powers, signed exactly as the name or names of the registered owner(s) appear(s) on the Certificates, and also must be accompanied by such opinions of counsel, certifications and other information as the Issuer or the Trustee for the Old Notes may require in accordance with the restrictions on transfer applicable to the Old Notes. Signatures on such Certificates or bond powers must be guaranteed by an Eligible Institution.

6. Special Issuance and Delivery Instructions.  If Exchange Notes are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if Exchange Notes are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Certificates for Old Notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC. See Instruction 4.

7. Irregularities.  The Issuer determines, in its sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Notes, which determination shall be final and binding on all parties. The Issuer reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance of which, or exchange for, may, in the view of counsel to the Issuer, be unlawful. The Issuer also reserves the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in the Prospectus under “The Exchange Offer — Conditions” or any conditions or irregularity in any tender of Old Notes of any particular holder whether or not similar conditions or irregularities are waived in the case of other holders. The Issuer’s interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of Old Notes will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. Neither the Issuer, any affiliates or assigns of the Issuer, the Exchange Agent, nor any other person shall be under any duty to give notification of any irregularities in tenders or incur any liability for failure to give such notification.

8. Questions, Requests for Assistance and Additional Copies.  Questions and requests for assistance may be directed to the Exchange Agent at one of its addresses and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee.

9. 28% Backup Withholding; Substitute Form W-9.  Under U.S. Federal income tax law, a holder whose tendered Old Notes are accepted for exchange is required to provide the Exchange Agent with such holder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 below. If the Exchange Agent is not provided with the correct TIN, the Internal Revenue Service (the “IRS”) may subject the holder or other payee to a $50 penalty. In addition, payments to such holders or other payees with respect to Old Notes exchanged pursuant to the Exchange Offer may be subject to a 28% backup withholding.

The box in Part 2 of the Substitute Form W-9 may be checked if the tendering holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 2 is checked, the holder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 2 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Exchange Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Exchange Agent. The Exchange Agent will retain such amounts withheld during the 60 day period following the date of the Substitute Form W-9. If the holder furnishes the Exchange Agent with its TIN within 60 days after the date of the Substitute Form W-9, the amounts retained during the 60 day period will be remitted to the holder and no further amounts shall be retained or withheld from payments made to the holder thereafter. If, however, the holder has not provided the Exchange Agent with its TIN within such 60 day period, amounts withheld will be remitted to the IRS as backup withholding. In addition, 28% of all payments made thereafter will be withheld and remitted to the IRS until a correct TIN is provided

The holder is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the registered owner of the Old Notes or of the last transferee appearing on the transfers attached to, or endorsed on, the Old Notes. If the Old Notes are registered in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

Certain holders (including, among others, corporations, financial institutions and certain foreign persons) may not be subject to these backup withholding and reporting requirements. Such holders should nevertheless complete the attached Substitute Form W-9 below, and write “exempt” on the face thereof, to avoid possible erroneous backup withholding. A foreign

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person may qualify as an exempt recipient by submitting an appropriate properly completed IRS Form W-8, signed under penalties of perjury, attesting to that holder’s exempt status. Please consult the enclosed Substitute Form W-9 for additional guidance on which holders are exempt from backup withholding.

Backup withholding is not an additional U.S. Federal income tax. Rather, the U.S. Federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is furnished to the Internal Revenue Service.

10. Lost, Destroyed or Stolen Certificates.  If any Certificate(s) representing Old Notes has been lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Certificate(s) have been followed.

11. Security Transfer Taxes.  Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, Exchange Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Old Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of Old Notes in connection with the Exchange Offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

IMPORTANT:  THIS LETTER OF TRANSMITTAL (OR MANUALLY SIGNED FACSIMILE THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

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TO BE COMPLETED BY ALL TENDERING HOLDERS OF NOTES

PAYER’S NAME: DOLLAR FINANCIAL GROUP, INC.
Name (If in joint names, list first and circle the name of the person or entity whose number you enter in Part 1)
Business Name (if different from above)
Check appropriate box(es): o Individual/Sole proprietor  o Corporation  o Partnership  o Other ­ ­
o Exempt from backup withholding
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	Social Security Number(s) OR Employer Identification Number
	Part 2 — Certification — Under penalty of perjury, I certify that: (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (including a U.S. resident alien).
Payer’s Request for Taxpayer Identification Number (“TIN”)	Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return.	Part 3 — Awaiting TIN
SIGNATURE: ­ ­  DATE: ­ ­

NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN PENALTIES IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 28% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER TO PURCHASE. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
NOTE:	YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable cash payments payable to me thereafter will be withheld until I provide a taxpayer identification number to the payer and that, if I do not provide any taxpayer identification number within sixty days, such retained amounts shall be remitted to the IRS as backup withholding.

SIGNATURE: ­ ­ DATE: ­ ­

13

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer.  Social Security Numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer Identification Numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

		Give the SOCIAL
For this type of account:		SECURITY number of
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined fund, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or single-owner LLC	The owner(3)

		Give the SOCIAL
For this type of account:		SECURITY number of
6.	Sole proprietorship or single-owner LLC	The owner (3)
7.	A valid trust, estate, or pension trust	The legal entity (4)
8.	Corporate	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization account	The organization
10.	Partnership	The Partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or employer identification number (if you have one).
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:   If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

14

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card at the local Social Security Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1-(800)-TAX-FORM, and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from withholding include:

•  An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

•  The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.

•  An international organization or any agency or instrumentality thereof.

•  A foreign government and any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

•  A corporation.

•  A financial institution.

•  A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

•  A real estate investment trust.

•  A common trust fund operated by a bank under Section 584(a)

•  An entity registered at all times during the tax year under the Investment Company Act of 1940.

•  A middleman known in the investment community as a nominee or custodian.

•  A futures commission merchant registered with the Commodity Futures Trading Commission.

•  A foreign central bank of issue.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

•  Payments to nonresident aliens subject to withholding under Section 1441.

•  Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

•  Payments of patronage dividends not paid in money.

•  Payments made by certain foreign organizations.

•  Section 404(k) payments made by an ESOP.

Payments of interest generally exempt from backup withholding include:

•  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.

•  Payments of tax-exempt interest (including exempt-interest dividends under Section 852).

•  Payments described in Section 6049(b)(5) to nonresident aliens.

•  Payments on tax-free covenant bonds under Section 1451.

•  Payments made by certain foreign organizations.

•  Mortgage interest paid to you.

Certain payments other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. COMPLETE AND FILE THIS FORM WITH THE PAYER AND BE SURE TO CHECK THE BOX ON THE UPPER RIGHT SIDE OF THE FORM NEXT TO “EXEMPT FROM BACK UP WITHHOLDING”.

Privacy Act Notice. — Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to payer. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE

15

EX-99.2

Exhibit 99.2

FORM OF
NOTICE OF GUARANTEED DELIVERY

NATIONAL MONEY MART COMPANY
Tender for any and all outstanding
10.375% Senior Notes due 2016,
which are not registered under the Securities Act of 1933,
in exchange for new
10.375% Senior Notes due 2011,
which have been registered under the Securities Act of 1933

This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept the Exchange Offer (as defined below) if (i) certificates for the Issuer’s (as defined below) issued and outstanding 10.375% senior notes due 2016 (the “Old Notes”), are not immediately available, (ii) Old Notes, the Letter of Transmittal and all other required documents cannot be delivered to U.S. Bank National Association (the “Exchange Agent”) on or prior to the Expiration Date (as defined below) or (iii) the procedures for delivery by book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand, overnight courier or mail, or transmitted by facsimile transmission, to the Exchange Agent. See “The Exchange Offer — Terms of the Exchange Offer — Procedures for Tendering” in the Prospectus.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON           , 2010 UNLESS EXTENDED (THE “EXPIRATION DATE”). OLD NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. AFTER THE EXPIRATION DATE HAS BEEN EXTENDED, OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER AS OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE MAY NOT BE WITHDRAWN AFTER THE DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is

U.S. Bank National Association

	By Telephone: (800) 934-6802
By Facsimile: (651) 495-8156 Attn: Specialized Finance Confirm by Telephone: (800) 934-6802	By Overnight Courier and by Hand before 4:30 p.m. on the Expiration Date: U.S. Bank National Association Corporate Trust Services 60 Livingston Avenue St. Paul, Minnesota 55107 Attention: Specialized Finance	By Registered or Certified Mail: U.S. Bank National Association Corporate Trust Services 60 Livingston Avenue St. Paul, Minnesota 55107 Attention: Specialized Finance

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

THE GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED.

Ladies and Gentlemen:

The undersigned hereby tenders to National Money Mart Company, an unlimited company amalgamated under the laws of the Province of Nova Scotia, Canada (the “Issuer”), upon the terms and subject to the conditions set forth in the Prospectus dated          , 2010 (as the same may be amended or supplemented from time to time, the “Prospectus”), and the related Letter of Transmittal (which, together with the Prospectus, constitute the “Exchange Offer”), receipt of which is hereby acknowledged, the aggregate principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Terms of the Exchange Offer — Procedures for Tendering.”

Aggregate Principal Amount Tendered:* 

Name(s) of Registered Holder(s): 

Certificate No.(s) (if available): 

If Old Notes will be tendered by book-entry transfer, provide the following information:

DTC Account Number: ­ ­     Area Code and Telephone Number(s): ­ ­

* Old Notes may be tendered in whole or in part in denominations of $1,000 and integral multiples thereof. All Old Notes held shall be deemed tendered unless a lesser number is specified here.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

PLEASE SIGN HERE

Signature(s) of Owner(s) or Authorized Signatory	Date
Telephone Number: ­ ­

Must be signed by the holder(s) of the old notes as their name(s) appear(s) on certificates for old notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this notice of guaranteed deliver. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below and, unless waived by the Issuer, provide proper evidence satisfactory to the Issuer of such person’s authority to so act.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s): 

Capacity: 

Address(es): 

2

GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an “eligible guarantor institution,” including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker, government securities dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association (each, an “Eligible Institution”), hereby guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either the Old Notes tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such Old Notes to the Exchange Agent’s account at The Depository Trust Company (“DTC”), pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letter(s) of Transmittal (or manually signed facsimile(s) thereof), or an Agent’s Message in the case of a book-entry delivery, and any other required documents within three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.

The undersigned acknowledges that it must deliver the Letter(s) of Transmittal and the Old Notes tendered hereby to the Exchange Agent within the time period set forth above, and that failure to do so could result in a financial loss to the undersigned.

Name of Firm: 

Address: 

Area Code and Telephone Number: 

Title: 

Name: 

(Please Type or print)

Date: 

NOTE:   DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.

3

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1. Delivery of this Notice of Guaranteed Delivery.  A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. As an alternative to delivery by mail the holders may wish to consider using an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see Instruction 1 of the Letter of Transmittal.

2. Signatures on this Notice of Guaranteed Delivery.  If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Old Notes, the signature must correspond with the name(s) written on the face of the Old Notes without alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of the Old Notes, the signature must correspond with the name shown on the security position listing as the owner of the Old Notes.

If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Old Notes listed or a participant of the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appears on the Old Notes or signed as the name of the participant shown on the Book-Entry Transfer Facility’s security position listing.

3. Requests for Assistance or Additional Copies.  Questions and requests for assistance for additional copies of the Prospectus may be directed to the Exchange Agent at the address specified in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

4

EX-99.3

EXHIBIT 99.3

NATIONAL MONEY MART COMPANY
Tender for any and all outstanding
10.375% Senior Notes due 2016,
which are not registered under the Securities Act of 1933,
in exchange for new
10.375% Senior Notes due 2011,
which have been registered under the Securities Act of 1933

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON          , 2010, UNLESS EXTENDED (THE “EXPIRATION DATE”). OLD NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. AFTER THE EXPIRATION DATE HAS BEEN EXTENDED, OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER AS OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE MAY NOT BE WITHDRAWN AFTER THE DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE.

To Our Clients:

We are enclosing herewith a Prospectus, dated           , 2010 (the “Prospectus”), of National Money Mart Company, an unlimited company amalgamated under the laws of the Province of Nova Scotia, Canada (the “Issuer”), and related Letter of Transmittal (which, together with the Prospectus, constitute the “Exchange Offer”) relating to the offer by the Issuer to exchange its issued and outstanding 10.375% senior notes due 2016 (the “Old Notes”), which are not registered under the Securities Act of 1933, for a like aggregate principal amount of the Issuer’s new 10.375% senior notes due 2016 (the “Exchange Notes”) which have been registered under the Securities Act of 1933, respectively, upon the terms and subject to the conditions set forth in the Exchange Offer.

The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

We are the holder of record of Old Notes held by us for your own account. A tender of such Old Notes can be made only by us as the record holder and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Old Notes held by us for your account.

We request instructions as to whether you wish to tender any or all of the Old Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal.

Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Issuer that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business, (ii) neither the holder nor any such other person is engaging in or intends to engage in the distribution of the Exchange Notes, (iii) neither the holder nor any such person has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes, and (iv) neither the holder nor any such other person is an “affiliate” of the Issuer as defined in Rule 405 under the Securities Act or, if the holder is an “affiliate,” that the holder will comply with the registration and prospectus delivery requirements of the Securities Act of 1933 to the extent applicable. If the holder is a broker-dealer (whether or not it is also an “affiliate”) that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act of 1933 in connection with any resale of such Exchange Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act of 1933 in connection with any resale of such Exchange Notes, the holder is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933.

Instructions with Respect to the Exchange Offer

The undersigned hereby acknowledges receipt of the Prospectus and the accompanying Letter of Transmittal relating to the exchange of the Old Notes for the Exchange Notes, which have been registered under the Securities Act of 1933, respectively, upon the terms and subject to the conditions set forth in the Exchange Offer.

This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.

The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in an amount):

$      of the 10.375% Senior Notes due 2016

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o  To tender the following Old Notes held by you for the account of the undersigned (insert amount of Old Notes to be tendered (if any):

$      of the 10.375% Senior Notes due 2011

o  Not to tender any Old Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the undersigned, (ii) neither the undersigned nor any such other person is engaging in or intends to engage in the distribution of the Exchange Notes, (iii) neither the undersigned nor any such other person has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes, and (iv) neither the undersigned nor any such other person is an “affiliate” of the Issuers as defined in Rule 405 under the Securities Act or, if the undersigned is an “affiliate,” that the undersigned will comply with the registration and prospectus delivery requirements of the Securities Act of 1933 to the extent applicable. If the undersigned is a broker-dealer (whether or not it is also an “affiliate”) that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act of 1933 in connection with any resale of such Exchange Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act of 1933 in connection with any resale of such Exchange Notes, the undersigned is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933.

Name of beneficial owner(s): 

Signature(s): 

Name(s) (please print): 

Address: 

Telephone Number: 

Taxpayer Identification or Social Security Number: 

Date: 

2

EX-99.4

Exhibit 99.4

NATIONAL MONEY MART COMPANY
Tender of
10.375% Senior Notes due 2016,
which are not registered under the Securities Act of 1933,
in exchange for
10.375% Senior Notes due 2011,
which have been registered under the Securities Act of 1933

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON          , 2005, UNLESS EXTENDED (THE “EXPIRATION DATE”). OLD NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. AFTER THE EXPIRATION DATE HAS BEEN EXTENDED, OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER AS OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE MAY NOT BE WITHDRAWN AFTER THE DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE.

To Registered Holders and The Depository Trust Company Participants:

We are enclosing herewith the materials listed below relating to the offer by National Money Mart Company, an unlimited company amalgamated under the laws of the Province of Nova Scotia, Canada (the “Issuer”), to exchange its 10.375% senior notes due 2016 (the “Old Notes”), which are not registered under the Securities Act of 1933, for a like aggregate principal amount of the Issuer’s new 10.375% senior notes due 2016 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, respectively, upon the terms and subject to the conditions set forth in the Issuer’s Prospectus, dated          , 2010 (the “Prospectus”) and the related Letter of Transmittal (which, together with the Prospectus constitute the “Exchange Offer”).

Enclosed herewith are copies of the following documents:

1. Prospectus;

2. Letter of Transmittal;

3. Notice of Guaranteed Delivery; and

4. Letter which may be sent to your clients for whose account you hold Old Notes in your name or in the name of your nominee, with space provided for obtaining such client’s instruction with regard to the Exchange Offer.

We urge you to contact your clients promptly. Please note that the Exchange Offer will expire on the Expiration Date unless extended.

The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

The Company will not pay any fee or commissions to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it, except as otherwise provided in Instruction 11 of the enclosed Letter of Transmittal.

Additional copies of the enclosed material may be obtained from the Exchange Agent.