General Counsel Employment Agreement

Exhibit 10.3

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the " Agreement" ) is made and entered into as of May 14, 2008, by and between Dollar Financial Group, Inc., a New York corporation, which is a wholly owned subsidiary of Dollar Financial Corp., (collectively referred to herein as " Company" ) and Roy W. Hibberd (the " Executive" ).

WHEREAS, the Company and the Executive are parties to a certain employment agreement, dated as of April 9, 2007; and

WHEREAS, the Company desires to continue to employ the Executive, and the Executive desires to accept employment by the Company upon the terms and conditions hereinafter set forth.

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

1. Representations and Warranties. The Executive represents and warrants to the Company that the Executive is not bound by any restrictive covenants and has no prior or other obligations or commitments of any kind that would in any way prevent, restrict, hinder or interfere with the Executive' s acceptance of continued employment or the performance of all duties and services hereunder to the fullest extent of the Executive' s ability and knowledge. The Executive agrees to indemnify and hold harmless the Company for any liability the Company may incur as the result of the existence of any such covenants, obligations or commitments.

2. Term of Employment. The Company will continue to employ the Executive and the Executive accepts continued employment by the Company on the terms and conditions herein contained for a period (the " Employment Period" ) provided in paragraph 5 (if the Executive is employed by any subsidiary of the Company under the terms of this Agreement, whether or not he is also employed by the Company, any reference in this Agreement to the Executive' s employment by the Company shall be deemed to include his employment by a subsidiary of the Company).

3. Duties and Functions.

(a) (1) The Executive shall be employed as Senior Vice President and General Counsel of the Company and shall oversee, direct and manage all corporate strategic and tactical legal initiatives, provide senior management with effective advice on Company legal and litigation strategies and their implementation, and manage the legal function and obtain and oversee the work of all outside counsel of the Company. The Executive will report directly to the Chief Executive Officer and/or President of Dollar Financial Corp.

(2) The Executive agrees to undertake the duties and responsibilities inherent in the position of Senior Vice President and General Counsel, which may encompass different or additional duties as may, from time to time, be assigned by the Chief Executive Officer (or senior most position of the Company) or the Company' s Board of Directors (the " Board" ), and the duties and responsibilities undertaken by the Executive may be altered or modified from time to time by the Chief Executive Officer (or senior most position of the Company) or the Board. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any change thereof which may be adopted at any time by the Company.

(b) During the Employment Period, the Executive will devote his full time and efforts to the business of the Company and will not engage in consulting work or any trade or business for his own account or for or on behalf of any other person, firm or corporation that competes, conflicts or interferes with the performance of his duties hereunder in any way. The Executive may engage in philanthropic or other charitable activities as well as serve as an officer or board member for business investments that do not conflict or compete with the Company' s business activities for reasonable periods of time each month so long as such activities do not interfere with the Executive' s responsibilities under this Employment Agreement.

4. Compensation.

(a) Base Salary . As compensation for his services hereunder, during the Executive' s employment as Senior Vice President and General Counsel, the Company agrees to pay the Executive a base salary at the rate of not less than Two Hundred and Forty-Five Thousand Dollars ($245,000) per annum, payable in accordance with the Company' s normal payroll schedule, or on such other periodic basis as may be mutually agreed upon. The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

The Executive' s salary shall be subject to annual review, based on corporate policy and contributions made by the Executive to the enterprise. To the extent approved by the Board, increases will be deemed to take effect as of July 1 of each year (and shall be retroactive to that date, as necessary under the circumstances in a given year).

(b) Annual Bonus . The Executive shall be eligible to receive an annual cash bonus award with a target bonus of not less than Forty-Five percent (45%) of the Executive' s then current salary. Said bonus is not guaranteed and is contingent upon the Executive and the Company achieving business unit and corporate goals as set by the Board or Compensation Committee. The annual bonus shall be confirmed by the Board or Compensation Committee and, to the extent a bonus is awarded, it shall be paid subsequent to the conclusion of the Company' s annual audit, with a target payment date of seventy five (75) days following the close of the relevant fiscal year of the Company but, in any event, any such bonus will be paid for a given fiscal year within one hundred and twenty (120) days of the closing of the fiscal year.

(c) Long Term Incentive Compensation . The Company acknowledges that it has implemented a long term incentive program or plan involving annual equity awards to key employees. The Company further acknowledges that, to the extent it establishes such additional programs or plans in the future, the Executive shall be eligible to receive annual equity awards in the Company based on such long term incentive compensation programs or plans for key senior executive management, including but not limited to programs or plans providing for awards of restricted stock, stock options, warrants, phantom stock etc. in the Company as the Company may elect for the benefit of its employees at any time during the Executive' s employment pursuant to this Agreement (subject to the terms and conditions contained in any such programs or plans as are in effect from time to time). Nothing herein shall be deemed to restrict or prohibit the Company from introducing, modifying or terminating such plans as it sees fit, to the extent permitted by applicable law. The terms and conditions governing eligibility for, entitlement to, and receipt of any options or other form of equity in the Company shall be governed by the applicable long term incentive compensation plan agreements. Subject to any eligibility requirements, the Executive shall be entitled to participate in all such programs at a level commensurate with his position within the Company and with other comparable senior executives of the Company.

(d) Deferred Compensation . The Executive shall be eligible to participate in the Dollar Financial Corp. Deferred Compensation Plan, as in effect from time to time, to the same extent as other comparable senior executives of the Company.

(e) Other Expenses . In addition to the compensation provided for above, the Company agrees to pay or to reimburse the Executive during his employment for all reasonable, ordinary and necessary, properly vouchered, business or entertainment expenses incurred in the performance of his services hereunder in accordance with Company policy in effect from time to time.

(f) Vacation . The Executive shall be allowed four (4) weeks of paid vacation during each calendar year. To the extent that the Executive is unable to use his accrued vacation leave in a given calendar year, he shall be permitted to carry over his paid vacation leave and use it in subsequent years, and shall not forfeit his accrued vacation leave.

(g) Car Lease/Allowance Agreement . During the term of his employment, the Executive shall be entitled to a leased car provided to him at the Company' s expense, provided that the monthly lease payment shall not exceed $750. The Company shall also cover reasonable upkeep, repairs, insurance, mileage overages, fuel and maintenance for the leased car, up to an annual amount as may be established from time to time by the Company. During his employment under this Agreement, the Executive shall be entitled to a new car lease no less than every three years. Alternatively, the Executive may elect to receive a car allowance of $750 per month and, in addition, the Company shall also pay for reasonable upkeep, repairs, insurance, fuel and maintenance for the respective car, up to an annual amount as may be established from time to time by the Company.

(h) Fringe Benefits . In addition to his compensation provided by the foregoing, the Executive shall be entitled to the benefits available generally to Company executives and employees pursuant to Company programs, including, by way of illustration, personal leave, paid holidays, sick leave, profit-sharing, 401(k) plan, deferred compensation plan, retirement, disability, dental, vision, group sickness, accident, life or health insurance programs of the Company which may now or, if not terminated, shall hereafter be in effect, or in any other or additional such programs which may be established by the Company, as and to the extent any such programs are or may from time to time be in effect, as determined by the Company and the terms hereof, subject to the applicable terms and conditions of the benefit plans in effect at that time. Nothing herein shall affect the Company' s ability to modify, alter, terminate or otherwise change any benefit plan it has in effect at any given time, to the extent permitted by law. Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to Sections 4(e) and 4(g) and this Section 4(h) does not constitute a " deferral of compensation" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended from time to time, and its implementing regulations and guidance (" Section 409A" ) (A) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (B) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (C) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

(i) Attached is Schedule X, which identifies a list of employment terms, conditions and benefits unique to the Executive' s employment relationship with the Company which shall at least be maintained, or improved for the benefit of the Employee, for the term of this Agreement.

5. Employment Period; Termination.

(a) Commencement . The Executive' s employment pursuant to this Agreement shall commence on May 14, 2008 (the " Commencement Date" ), and shall continue thereafter unabated until terminated by either party pursuant to the terms of this Agreement.

(b) Employment Period . The Employment Period shall commence on the Commencement Date and shall continue until terminated pursuant to Section 5 of this Agreement. For purposes of determining under Section 409A whether there has been a " separation from service" with the meaning of Treasury Regulation Section 1.409A-1(h) (or any successor regulation), the Executive shall be deemed to have incurred a separation from service if his employment has been terminated in accordance with Sections 5(c) through Section 5(i) hereof and he is performing less than 50% of the average level of bona fide services he was performing for the Company in the immediately preceding 36-month period (" Separation From Service" ).

(c) Termination By Executive Without Good Reason . Notwithstanding the provisions of paragraphs 5(a) and (b) above, the Executive may terminate the employment relationship at any time for any reason by giving the Company written notice at least thirty (30) days prior to the effective date of termination. The Company, at its election, may (i) require the Executive to continue to perform his duties hereunder for the full thirty (30) day notice period, or (ii) terminate the Executive' s employment at any time during such thirty (30) day notice period, provided that any such termination shall not be deemed to be a termination of the Executive' s employment by the Company without Cause. Unless otherwise provided by this Section, all compensation and benefits paid by the Company to the Executive shall cease upon his last day of employment.

(d) Termination By Company For Cause . If the Executive' s employment is terminated for " Cause," the Executive will not be entitled to and shall not receive any compensation or benefits of any type following the effective date of termination. As used in this Agreement, the term " Cause" shall include but not be limited to a termination for (i) a material breach of any promise or obligation imposed under this Agreement, including, without limitation, a refusal to substantially perform the Executive' s duties hereunder, except in the event that the Executive becomes permanently disabled as set forth in paragraph 5(e); (ii) material acts of embezzlement or misappropriation of funds, regardless of whether the embezzlement or misappropriation involves funds or assets of the Company or a third party; (iii) serious dereliction of fiduciary obligation; (iv) conviction of a felony, plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude; (v) a willful unauthorized disclosure of confidential information belonging to the Company, or entrusted to the Company by a client, customer, or other third party; (vi) an intentional violation of any material Company rule, regulation or policy; (vii) any willful act materially adverse to the interests of the Company or reasonably likely to result in material harm to the Company or to bring the Company into disrepute; (vii) engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other egregious conduct that violates laws governing the workplace; provided, however, that " Cause" shall not be found to exist absent a unanimous vote of the non-interested members of the Board of Directors (for purposes of this Agreement, the term " non-interested members" shall be defined as all of the members of the Board at the relevant time, excluding the Executive), with the Executive being provided ten (10) days advance written notice of the meeting of the Board at which such a vote is scheduled to be taken, and the Executive and, at his election, counsel for the Executive being permitted to address the Board on the issue of any alleged " cause" for termination at such meeting.

(e) Termination By Company Without Cause . Upon thirty (30) days written notice, the Company shall retain the right to terminate the Executive without cause. If the Executive' s employment is terminated by the Company without cause, the Executive shall be provided with the following severance package, contingent upon the terms set forth below:

(i) The Executive shall continue to receive an amount equivalent to his base salary for a period of twelve (12) months following the effective date of his Separation From Service (the " Severance Period" ), said amounts to be paid to the Executive bi-weekly;

(ii) The Executive shall receive a payment for his annual bonus (as contemplated under Section 4(b) of this Agreement), which shall be calculated by averaging the amount of the annual bonuses received by the Executive for the prior two years, and shall be paid out in equal monthly installments over the Severance Period;

(iii) During the Severance Period, the Company shall continue to contribute to the cost of the Executive' s health insurance coverage by contributing an amount equal to the amount paid by the Company towards the health insurance premiums of active Company employees towards the Executive' s COBRA premium, but only to the extent that the Executive applies for and otherwise remains eligible for health care continuation coverage under COBRA throughout the Severance Period;

(iv) During the Severance Period, the Company shall continue paying the premiums or will reimburse the Executive for premiums paid for life and disability insurance and other benefit programs that were in effect at the time of termination and shall continue to pay the Executive his car lease/allowance payment, in each case, in no event later than the date set forth in Section 4(h).

(v) During the Severance Period, the Executive shall continue to receive the fringe benefits described on and in accordance with Exhibit X to this Agreement, but only to the extent that such benefits may be continued during the Severance Period in accordance with applicable law without any material adverse tax or financial accounting or reporting consequences accruing to the Company, with such payments and reimbursements being made no later than the date forth in Exhibit X; and

(vi) With respect to any Equity Award in which the Executive has vested as of the effective date of his termination (including but not limited to stock options, restricted stock or similar equity interests awarded to the Executive, or equity awards granted to the Executive in connection with any long-term incentive program in which he has participated as an executive of the Company) (the " Equity Awards" ) all such Equity Awards will become immediately exercisable for a period beginning on the effective date of the Executive' s termination and ending on the sooner of twelve (12) months from the effective date of the Executive' s termination, the latest date upon which the Equity Award would have expired by its original terms if the Executive had remained employed indefinitely or the 10th anniversary of the original date of grant of the Equity Award.

The base salary, annual bonus, contribution towards health care continuation coverage, life and disability insurance premiums, Equity Awards exercise period extensions and other fringe benefits, including but not limited to those on Exhibit X to this Agreement, that the Executive shall be eligible to receive during the Severance Period shall be referred to jointly herein as the Severance Compensation.

The Executive shall not be entitled to any Severance Compensation unless (i) the Executive complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, confidentiality agreement or invention assignment agreement signed by the Executive, and (ii) the Executive executes and delivers to the Company after a notice of termination, and does not revoke, a release in form and substance acceptable to the Company by which the Executive releases the Company from any obligations and liabilities of any type whatsoever, including those arising out of his employment, the termination of employment, or under this Agreement, except for the Company' s obligations with respect to the Severance Compensation, which release shall not affect the Executive' s right to indemnification, if any, for actions taken within the scope of his employment including reimbursement for all costs and attorneys fees relating to litigation, judgments or awards, related to the Executive' s performance of the duties and responsibilities of his position. The parties hereto acknowledge that the Severance Compensation to be provided under this Section 5(e) is to be provided in consideration for the above-specified release.

Disqualification for Other Severance . The Severance Compensation described in this Section 5(e) is intended to supersede any other severance payment provided by any Company policy, plan or practice. Therefore, to the extent that the Executive receives Severance Compensation consistent with the terms of this Section, the Executive shall be disqualified from receiving any severance payment under any other Company severance policy, plan or practice.

(f) Termination for Executive' s Permanent Disability . To the extent permissible under applicable law, in the event the Executive becomes permanently disabled during employment with the Company, ...