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Cash_Store_Settlement_Agreement_BC

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					          AMENDED SETTLEMENT AGREEMENT AND RELEASE
                       (as further amended)
              This Settlement Agreement and Release (“Agreement”) is dated for reference

May 12, 2009, by and between The Cash Store Inc. (“Cash Store”), The Cash Store Financial

Services Inc., formerly known as Rentcash Inc. (“Rentcash”) and 1152919 Alberta Ltd. (“AB

Co.”), and the Plaintiffs in (a) Bodnar and others v. The Cash Store Inc. and others, Supreme

Court of British Columbia, Vancouver Registry No. S041348 (the “Bodnar Action”) and (b)

David Wournell v. 1152919 Alberta Ltd. and others, Supreme Court of British Columbia,

Vancouver Registry No. S081994 (the “Wournell Action”).


               WHEREAS, in each of the Bodnar Action and the Wournell Action (collectively,

the “Related Actions”), the Plaintiffs allege, among other things, that Cash Store, Rentcash and

AB Co., and the other defendants in each of the Related Actions (the “Remaining Defendants”)

entered into illegal agreements and received interest in contravention of s. 347 of the Criminal

Code;


              WHEREAS, if the Related Actions were to proceed to trial, the Plaintiffs would

likely have added as defendants Trimor Annuity Focus, Limited Partnerships #1, #2, #3 and #4

and their respective General Partners 1224294 Alberta Ltd., 1260310 Alberta Ltd., 1240939

Alberta Ltd., 1403000 Alberta Ltd., Dreadnought Capital Inc., The Robert Michaels Group Inc.,

L-Gen Management Inc. and Sam Trust as well as its trustee Robert John Hankinson Q.C. in

their capacities as entities or persons that advanced Class Loans, as this term is defined below

(collectively, the “Additional Lenders”), and, further, would have also alleged that these

Additional Lenders entered into illegal agreements and received interest in contravention of s.

347 of the Criminal Code;



                                                                             K:\3270\3270P\PLEA0243.DOC
               WHEREAS Cash Store, Rentcash and AB Co. deny each and every one of the

allegations made in the Related Actions, and further, deny any wrongdoing of any kind;


               WHEREAS, Cash Store, Rentcash, AB Co. and the Plaintiffs in the Related

Actions (collectively, the “Parties”) have vigorously litigated their respective positions in

connection with all aspects of the Related Actions;


               WHEREAS, as a result of several years of litigation, the Parties are thoroughly

familiar with the factual and legal issues presented by their respective claims and defenses and

recognize the uncertainties as to the ultimate outcome in the Related Actions, and the likelihood

that any final result could require years of further complex litigation and substantial expense;


               WHEREAS, Class Counsel believe that the claims the Plaintiffs have asserted

have merit; however, Class Counsel also recognize that (a) it would be necessary to continue

prosecuting the Related Actions through a trial of the common issues and, even if successful

there, through the series of possible appeals, all of which will delay substantially the Class

Members’ receipt of benefits from each of the Related Actions, and (b) there are significant risks

in this litigation, whose outcome is uncertain; therefore, balancing the costs, risks, and delay of

continued litigation against the benefits of the settlement, Class Counsel have concluded that

settlement as provided in this Agreement will be in the best interests of the Class;


               WHEREAS, this Agreement was entered into after extensive arm’s length

discussions and negotiations between Class Counsel and counsel for Cash Store, Rentcash and

AB Co.;




                                                                                                   2
               WHEREAS, the Parties desire to compromise and settle all issues and claims

against Cash Store, Rentcash, the AB Co. and the Remaining Defendants in the Related Actions,

as well as any similar claims that might be advanced against the Additional Lenders if they were

to be added to the Related Actions;


               WHEREAS, counsel for Cash Store, Rentcash and AB Co. and Class Counsel

agree that the settlement contemplated by this Agreement (the “Settlement”) is a fair,

reasonable, and adequate resolution of the claims advanced in the Related Actions;


               WHEREAS, the Parties desire and intend to seek court approval of the Settlement

in each of the Related Actions as set forth in this Agreement;


               NOW, THEREFORE, it is agreed that in consideration of the premises and

mutual covenants set forth in this Agreement, and the entry by the Courts of Final Orders

approving the terms and conditions of the Settlement as set forth in this Agreement, the Related

Actions shall be settled and compromised under the terms and conditions contained herein.


Definitions


1.             Whenever the following capitalized terms are used in this Agreement and in the

Schedules annexed hereto (in addition to any definitions elsewhere in this Agreement), they shall

have the following meanings:


       (a)     “Arbitrator” means David Whitelaw, or such other person as appointed by the

               Court;




                                                                                               3
(b)   “Approval Date” means the date on which the Court approves the Settlement in

      the Related Actions;


(c)   “Broker Fee” means the standard term Broker Fee charged by Cash Store and

      AB Co. in relation to Short-term Loans.


(d)   “Claims Period” means 90 days after the Notice Date;


(e)   “Class Counsel” means Hordo & Bennett;


(f)   “Class Loans” means:


      (i)    Short-term Loans obtained at a Cash Store location, where


             (A)    the loan and Cash Store’s standard “Broker Fee” were both repaid

                    on or before the due date of the loan;


             (B)    for loans advanced up to and including March 11, 2004, the loan

                    and Cash Store’s standard “Broker Fee” were both repaid in full

                    within 157 days of the loan advance or the last extension of the

                    loan; or


             (C)    for loans advanced after March 11, 2004, the loan and Cash Store’s

                    standard “Broker Fee” were both repaid in full within 173 days of

                    the loan advance or the last extension of the loan; or


             (D)    the loan was extended or rolled over the loan at least five times;


             or



                                                                                         4
      (ii)   Short-term Loans obtained at an Instaloans location after April 21, 2005

             where the loan and Instaloans’ standard “Broker Fee” were both repaid in

             full within 141 days of the loan advance;


(g)   “Class Notice” means the notice to the Settlement Class of this Settlement, in the

      manner described in paragraph 9 of this Agreement and in the form attached as

      Schedule B, or in such other form as may be approved by the Court;


(h)   “Court” means the Supreme Court of British Columbia;


(i)   “Effective Date of Settlement” means the next calendar day after the day on

      which all appellate rights with respect to the Settlement Approval Orders in the

      Related Actions, described in paragraph 3 below, have expired or have been

      exhausted, other than an appeal taken in relation to the payment of compensation

      to the Representative Plaintiff from the Approved Legal Expenses, as defined and

      set out in paragraph 20(b) below;


(j)   “Identification Document” means the Settlement Class Member’s driver’s

      licence, passport, status card, healthcare card, military ID or firearms license;


(k)   “Notice Date” means the date on which the Settlement Administrator advises

      Class Counsel that Class Notice has been disseminated in accordance with

      paragraph 9 of this Agreement;


(l)   “Ontario Settlement” means the settlement reached and approved in

      McCutcheon v. The Cash Store Inc. and Rentcash Inc., Ontario Superior Court of

      Justice, Court File No. 06-CV-319400CP;


                                                                                          5
(m)   “Opt Out Period” means 90 days from the Notice Date;


(n)   “Outstanding Principal” means the amount of any Short-term Loan actually

      received by a Settlement Class Member which has not been repaid, net of any

      Broker Fees or other fees paid by the Settlement Class Member upon receipt or

      extension of said loan.


(o)   “Parties” means Cash Store, Rentcash, AB Co., and the Plaintiffs;


(p)   “Plaintiffs” means the present and proposed representative plaintiffs in the

      Related Actions;


(q)   “Released Claims” collectively means any and all claims brought in the Related

      Actions or arising out of the subject matter of the Related Actions;


(r)   “Settlement Administrator” means a person or group of persons employed by

      Cash Store designated by Cash Store, Rentcash and AB Co. to disseminate Class

      Notice, review, evaluate, process and pay claims made by the Settlement Class

      Members pursuant to this Settlement and to fulfill all other duties ascribed to the

      Settlement Administrator pursuant to this Agreement;


(s)   “Settlement Class” or “Settlement Class Members” means all persons who

      obtained Class Loans from a location


      (i)    in British Columbia;


      (ii)   outside British Columbia prior to December 2, 2008 but were a resident of

             British Columbia from December 2, 2008 to October 31, 2009; or



                                                                                       6
              (iii)   outside British Columbia after December 2, 2008 but were a resident of

                      British Columbia as of October 31, 2009;


              but excludes persons who have opted out of the Settlement Class before the end

              of the Opt Out Period;


       (t)    “Settlement Fund” means a cash and vouchers fund to be jointly established by

              Cash Store, Rentcash and AB Co. in an amount equal to 20% of the total Broker

              Fees paid by Settlement Class Members to Cash Store or AB Co. in relation to

              Class Loans obtained from a Cash Store or Instaloans location in British

              Columbia; and


       (u)    “Settlement Website” means a webpage to be established and maintained by the

              Settlement Administrator with information regarding the Settlement and claims

              process.


       (v)    “Short-term Loans” means loans arranged by Cash Store and AB Co. prior to

              November 1, 2009, including but not limited to “Payday Loans”, “Title Loans”,

              “Fixed Income Loans”, and “Signature Loans”, but does not include “Injury

              Advances” or “Lines of Credit”;”


2.            This Agreement is for settlement purposes only, and conditional upon the making

of final orders approving the Settlement in each of the Related Actions, and neither the fact of,

nor any provision contained in, this Agreement nor any action taken hereunder shall constitute,

or be construed as, any admission of the validity of any claim or any factual allegation that was

or could have been made by the Plaintiffs, Settlement Class Members, or by Cash Store,



                                                                                               7
Rentcash, AB Co., the Remaining Defendants or the Additional Lenders, in the Related Actions,

or of any wrongdoing, fault, violation of law, or liability of any kind on the part of Cash Store,

Rentcash or AB Co. This Agreement shall not be offered or be admissible in evidence by or

against Cash Store, Rentcash or AB Co. or any of the Remaining Defendants or the Additional

Lenders or cited or referred to in any other action or proceeding, except (1) in any action or

proceeding brought by or against the Parties to enforce or otherwise implement the terms of this

Agreement, or (2) in any action involving the Plaintiffs, Settlement Class Members, or any of

them, to support a defense of res judicata, collateral estoppel, release, or other theory of claim

preclusion, issue preclusion, or similar defense.


Approval Process


3.             Following execution of this Agreement, the Plaintiffs will seek orders in each of

the Related Actions substantially in the form attached as Schedule A to this Agreement (the

“Approval Orders”) that, for settlement purposes only:


       (a)     certifies a Settlement Class in the Wournell Action, which is conditional upon all

               requirements set out in this Agreement being met, including final approval of the

               Settlement in each of the Related Actions;


       (b)     approves the Settlement in the Related Actions;


       (c)     approves the Class Notice in the form attached as Schedule B to this Agreement;

               and


       (d)     appoints the Settlement Administrator, Claims Process Reviewer (as defined in

               paragraph 33 below), and the Arbitrator.


                                                                                                8
               (collectively, the “Approval Motions”)


4.             Cash Store, Rentcash and AB Co. will consent to the Approval Motions for the

sole purpose of giving effect to the terms of the Settlement.


5.             If the Approval Orders are not granted or if they are reversed or modified on

appeal, this Agreement and all orders made pursuant to it shall:


       (a)     be null and void, shall have no further force and effect with respect to the Parties

               or the Remaining Defendants or the Additional Lenders, and shall not be offered

               in evidence or used in any litigation (including the Related Actions) for any

               purpose; and


       (b)     all orders in existence as of the date on which this Settlement was executed shall

               become operative and fully effective, as if proceedings relating to this Settlement

               had not occurred. In such event, the Parties reserve all rights to object to or

               otherwise challenge all such pre-existing orders.


Stay of Related Actions


6.             Until such time as the Approval Orders are issued, the Parties and the Remaining

Defendants covenant and agree that they will not pursue any steps in the Related Actions that are

not authorized or prescribed by this Agreement.


Conditional Certification of Settlement Class




                                                                                                 9
7.             For the purposes of settlement only, and upon the express terms and conditions set

out in this Agreement, the Plaintiff Wournell will seek certification of the Settlement Class in the

Wournell Action.


8.             Nothing in this Agreement will be construed as an admission by Cash Store,

Rentcash, AB Co. or the Remaining Defendants or the Additional Lenders that the Wournell

Action is amenable to class certification for trial purposes or any purposes other than the

implementation of the terms of this Agreement. Furthermore, nothing in this Agreement will

prevent Cash Store, Rentcash, AB Co. or the Remaining Defendants or the Additional Lenders, if

added, from opposing class certification if Approval Orders are not obtained in both Related

Actions, or are overturned, in whole or in part, on appeal.


Notice


9.             Subject to approval by the Courts, the Settlement Administrator will cause Class

Notice to be disseminated within 14 days from the Effective Date of Settlement, as follows:


         (a)   The Class Notice will be sent by regular mail to the last known address of each

               Settlement Class member who obtained Class Loans at a British Columbia

               Instaloans or Cash Store location, where the Class member’s address information

               is less than three years old as of the Approval Date;


         (b)   The Class Notice will be published once in each of the Vancouver Sun and The

               Province newspapers, in a size not to exceed 1/6 of a page;


         (c)   The Class Notice will be posted on the Settlement Website; and




                                                                                                 10
       (d)       The Class Notice will be posted in all British Columbia Cash Store and Instaloans

                 store locations until the end of the Claims Period.


10.              Cash Store, Rentcash and AB Co. will jointly pay the costs associated with

disseminating Class Notice in accordance with paragraph 9 of this Agreement.


11.              Within three days of completing dissemination of Class Notice in accordance with

paragraph 9 of this Agreement, the Settlement Administrator will provide written confirmation to

Class Counsel.


Establishment of Settlement Fund


12.              In consideration of the dismissal of the Related Actions with prejudice under the

terms of this Agreement, the mutual releases benefitting, among others, Cash Store, Rentcash,

AB Co., the Remaining Defendants and the Additional Lenders, Cash Store, Rentcash and AB

Co. will establish the Settlement Fund using equal portions of cash (the “Cash Fund”) and

vouchers (the “Voucher Fund”).


13.              The calculation of the total amount of the Settlement Fund from the records of

Cash Store and AB Co. shall be confirmed by Rentcash’s independent auditors and the Plaintiffs

shall be entitled to have an independent accountant, appointed by the Plaintiffs at the Plaintiffs’

expense, review that calculation and confirmation.


14.              Within 10 days of the Effective Date of Settlement, Cash Store, Rentcash and AB

Co. will deposit the Cash Fund in an interest-bearing trust account. The interest earned on such

fund will be added to the Cash Fund.




                                                                                                11
Opting Out


15.            Persons who would otherwise be Settlement Class Members but who do not wish

to participate in the Settlement or be bound by the terms of this Agreement may opt out of the

Settlement Class.


16.            In order to opt out of the Settlement Class, Settlement Class Members must

submit a written request to Hordo & Bennett containing his or her name, address, telephone and

signature in the form attached as Schedule C before the end of the Opt Out Period.


17.            Hordo & Bennett will forward a copy of all opt-out forms received to the

Settlement Administrator at the end of the Opt Out Period.


Administration of Settlement


18.            Promptly after the Effective Date of the Settlement, the Settlement Administrator

will carry out the further obligations under this Agreement specified herein.


19.            Cash Store, Rentcash and AB Co. will pay the costs associated with the

administration of the Settlement.


Approved Legal Expenses


20.            The Parties acknowledge that:


       (a)     Class Counsel may seek approval of legal fees in an amount not to exceed 30% of

               the Settlement Fund, disbursements and taxes thereon (collectively, the

               “Approved Legal Expenses”) and




                                                                                             12
       (b)     as part of that application, Class counsel will seek approval of the payment of

               compensation to the representative Plaintiffs in the Related Actions, in an amount

               up to $10,000 each for Andrew Bodnar and Jose Bartolome and $5,000 for David

               Wournell, such amounts to be paid from the legal fees approved as part of the

               Approved Legal Expenses.


21.            Cash Store, Rentcash and AB Co. will take no position in Class Counsel’s

application for approval of the amount of the Approved Legal Expenses or the payment of

compensation to the representative Plaintiffs. The Settlement is not conditional on approval of

Class Counsel’s request for Approved Legal Expenses.


22.            Subject to approval by the Court, the Approved Legal Expenses will be paid from

the Settlement Fund, within 13 days of the Effective Date of the Settlement, as follows:


       (a)     50% of the Approved Legal Expenses will be paid from the Cash Fund; and


       (b)     50% of the Approved Legal Expenses will paid in cash by Cash Store, Rentcash

               and AB Co. but will be notionally paid from the Vouchers Fund such that said

               payment will result in an immediate reduction of an equivalent monetary value in

               the Voucher Fund made available for distribution to the Class.


Class Members’ Claims


23.            Each Settlement Class Member will be entitled to claim from the Settlement Fund

an amount calculated as the total amount of Broker Fees paid by the Settlement Class Member in

respect of that Settlement Class Member’s Class Loans, plus interest at 3.5% per annum on those

Broker Fees from the date the Broker Fees were paid running to the first day of the Claims


                                                                                              13
Period, compounded semi-annually (collectively, the “Claim”), from which Claim certain

deductions in relation to outstanding loans and Approved Legal Expenses will be made as set out

below.


24.            Each Settlement Class Member shall be entitled to receive a settlement benefit in

relation to their Claim, net of Approved Legal Expenses (“Net Settlement Benefit”), calculated

as follows:


         (a)   if the total amount of the Settlement Class Members’ Claims and Approved Legal

               Expenses is more than the Settlement Fund, each Settlement Class Member shall

               be entitled to receive a Net Settlement Benefit in an amount equal to that

               Settlement Class Member’s pro rata share of the Settlement Fund remaining after

               payment of the Approved Legal Expenses, calculated as follows:


               (i)     subtract the amount of the Approved Legal Expenses from the amount of

                       the Settlement Fund;


               (ii)    divide the amount of the Settlement Fund remaining after subtraction of

                       the Approved Legal Expenses, as set out in (i), by the total amount the

                       Settlement Class Members’ Claims to arrive at the pro rata ratio of each

                       Settlement Class Member’s share of the Settlement Fund; and


               (iii)   multiply each Settlement Class Member’s Claim by the pro rata ratio set

                       out in (ii) to arrive at each Settlement Class Member’s Net Settlement

                       Benefit.


               as determined by the following formula:


                                                                                             14
         Settlement Fund – Approved Legal Expenses
                                                            X Settlement Class member’s Claim = Net Settlement Benefit
      Total amount of Settlement Class members’ Claims


        (b)       if the total amount of the Settlement Class Members’ Claims and the Approved

                  Legal Expenses are less than the Settlement Fund, each Settlement Class Member

                  shall be entitled to receive a Net Settlement Benefit in an amount equal to the

                  Class Members’ claims less the Settlement Class Member’s pro rata share of the

                  Approved Legal Expenses, calculated as follows:


                  (i)      divide the amount of the Approved Legal Expenses by the amount of the

                           Settlement Fund to arrive at each Settlement Class Member’s pro rata ratio

                           of the Approved Legal Expense;


                  (ii)     multiply each Class Member’s claim by the pro rata ratio of Approved

                           Legal Expense from (i) to arrive at the amount of that Settlement Class

                           Member’s pro rata share of the Approved Legal Expense;


                  (iii)    subtract the amount of each Settlement Class Member’s pro rata share of

                           Approved Legal Expense in (ii) from the amount of each Settlement Class

                           Member’s claim to arrive at the Settlement Class Members’ Net

                           Settlement Benefit;


                  as determined by the following formula:

                                        Approved Legal Expenses
Settlement Class member’s Claim -   (       Settlement Fund                                        )
                                                                X Settlement Class member’s Claim = Net Settlement Benefit


25.               If the Settlement Class Member has any Outstanding Principal, the Settlement

Class member’s Net Settlement Benefit shall be applied in satisfaction of the principal amount of




                                                                                                                         15
any Outstanding Principal, and the interest payable on the due date of the Outstanding Principal

(collectively, the “Outstanding Debt”), as follows:


       (a)    if the Outstanding Debt is less than the Settlement Class Member’s Net

              Settlement Benefit, then the portion of the Settlement Class Member’s Net

              Settlement Benefit sufficient to discharge the Outstanding Debt will be paid to

              Cash Store or AB Co. from the Settlement Fund and shall extinguish the

              Outstanding Debt and the balance of the Settlement Class Member’s Net

              Settlement Benefit will be paid to the Settlement Class Member; or


       (b)    if the Settlement Class Member’s Settlement Benefit is insufficient to discharge

              the Settlement Class Member’s Outstanding Debt, all of the Settlement Class

              Member’s Net Settlement Benefit will be paid to Cash Store or AB Co. from the

              Settlement Fund and that payment shall extinguish a portion of the Outstanding

              Debt in an amount equal to the total amount of the Broker Fees paid by the

              Settlement Class Member , and the remainder of the Settlement Class Member’s

              Outstanding Debt will not be extinguished by anything in this Agreement.


24.    Payments to the Settlement Class Members of their Net Settlement Benefits, and any

       payments to Cash Store and AB Co. from those Net Settlement Benefits in satisfaction of

       any Outstanding Debt, will be made 50% in cash from the Cash Fund and 50% in

       vouchers from the Vouchers Fund.


25.    Vouchers will be issued in the name of each Settlement Class Member who is entitled to

       a payment from the Voucher Fund, and:




                                                                                             16
       (a)    can be used to pay outstanding Broker Fees or any other fees for service in any

              Cash Store or Instaloans locations;


       (b)    are not transferable but shall accrue to the benefit of any Settlement Class

              Member’s estate;


       (c)    do not expire;


       (d)    will be eligible for redemption for an equivalent amount of cash during between

              January 1, 2014 and June 30, 2014 (the “Redemption Period”) by presentation to

              the Settlement Administrator in accordance with the procedure outlined in

              Schedule D; and


       (e)    will be in the form attached as Schedule E.


26.    Settlement Class Members who do not make a claim within the Claims Period and fail to

       opt out before the Opt Out Deadline will not be entitled to any payments from the

       Settlement Fund, but will benefit from the release provided in paragraph 28 of this

       Agreement.


Release of Claims


27.    Upon the Effective Date of the Settlement, the Settlement Class Members forever release

       and discharge Cash Store, Rentcash, AB Co., the Remaining Defendants and the

       Additional Lenders, as well as their respective parent companies, subsidiaries, affiliates,

       officers, directors, trustees, shareholders, unit holders, partners, managers, employees,

       agents, assignees and successors, and their insurers, of and from all claims, demands,




                                                                                               17
      actions, suits or causes of action that have been brought or could have been brought, are

      currently pending or were pending, or are ever brought in the future, whether known or

      unknown, asserted or unasserted, under or pursuant to any statute, regulation, common

      law or equity, arising from Short-term Loans obtained from any Cash Store or Instaloans

      location, including all claims advanced in the Related Actions.


28.   Upon the Effective Date of the Settlement, or


      in the case of a Short Term Loan that is not a Class Loan at the Effective Date of the

      Settlement but which, prior to the expiry of the Claims Period, becomes a Class Loan,

      after it becomes a Class Loan;


      Cash Store, Rentcash and AB Co., on their own behalf and on behalf of the Remaining

      Defendants and the Additional Lenders, forever release and discharge all Settlement

      Class Members, whether they have submitted a claim for benefits pursuant to this

      Agreement or not, of and from all claims, demands, actions, suits or causes of action that

      have been brought or could have been brought, are currently pending or were pending, or

      are ever brought in the future, whether known or unknown, asserted or unasserted, under

      or pursuant to any statute, regulation, common law or equity, arising from Short-term

      Loans obtained from any Cash Store or Instaloans location, except for any amount by

      which the Settlement Class Member’s Outstanding Debt exceeds the amount of Broker

      Fees paid by the Settlement Class Member.




                                                                                             18
Claims Period and Process


29.    Settlement Class Members seeking to make a claim for benefits pursuant to this

       Settlement must do so within the Claims Period.


30.    Settlement Class Members who wish to make a claim must complete, sign and submit a

       Claim Form in the form attached as Schedule F to the Settlement Administrator within

       the Claims Period, together with a copy of the same Identification Document that was

       provided by the Settlement Class Member when he or she applied for the Class Loan, or

       the current replacement of that Identification Document. If the Settlement Class Member

       provides a form of Identification Document that is different than the form of

       Identification Document provided at the time of the Class Loan, the Settlement

       Administrator will either:


       (a)    accept the claim if the Settlement Administrator is satisfied that the claimant is

              the same person who took the Class Loan in relation to which a claim is being

              made; or


       (b)    advise the Settlement Class Member of the original form of Identification

              Document required to confirm identification.


30.1. Settlement Class Members who file an Appeal Form during the Appeal Period and assert

      that they made a claim to the Settlement Administrator within the Claims Period will be

      deemed to have made a claim in the settlement for the purposes of paragraph 30 within

      the Claims Period.




                                                                                             19
31.   In completing and signing the Claims Form, Settlement Class Members will authorize the

      Settlement Administrator to verify the information provided against the records of Cash

      Store, Rentcash and AB Co., and will declare that the information given in the Claims

      Form is true and correct under the penalty of perjury.


31A. Settlement Class Members that made a claim in the Ontario Settlement, whether or not

      that Settlement Class Member was entitled to any benefit under the Ontario Settlement,

      shall be deemed to have made a claim under this Agreement. The claims of those

      Settlement Class Members shall be determined as follows:


             (i)     If the Settlement Class Member has elected in writing for their claim to

                     proceed under this Agreement or if the Settlement Class Member has not

                     been paid any cash benefit on account of a Class Loan in the Ontario

                     Settlement, then the Settlement Class Member’s claim shall be determined

                     under this Agreement.


             (ii)    If the Settlement Class Member has not made a written election and the

                     Settlement Class Member has been paid a cash benefit on account of a

                     Class Loan under the Ontario Settlement, then the Settlement Class

                     Member’s claim under this Agreement shall be limited to:


                     (A)    Class Loans obtained in British Columbia; and


                     (B)    Class Loans obtained outside British Columbia after December 2,

                            2008;




                                                                                          20
                      and that Settlement Class Member’s claim shall be reduced by any cash
                      benefit paid to that Settlement Class Member pursuant to the Ontario
                      Settlement on account of Class Loans that Settlement Class Member
                      obtained in British Columbia.”

32.    The Settlement Administrator shall create a database containing a calculation of the

       entitlement of each Settlement Class Member who has made a claim in the settlement

       under paragraphs 29 and 30 or is deemed to have made a claim under paragraphs 31A

       and 30.1. (“Settlement Database”).


32.1. On or before February 25, 2011, the Settlement Administrator shall provide that

      Settlement Database to the Claims Process Reviewer. If the Settlement Administrator

      determines that it may be unable to provide the Settlement Database by February 25,

      2011, then it will immediately give notice to the Claims Process Reviewer of that

      determination. Within 24 hours of receiving such notice, the Claims Process Reviewer

      shall attend at the offices of the Settlement Administrator during business hours until the

      Settlement Database is provided. The costs incurred by the Claims Process Reviewer

      under this paragraph shall be paid by the Settlement Administrator.


32.2. On or before February 22, 2011 the Settlement Administrator shall provide the Claims

      Process Reviewer and Class Counsel with 10 randomly selected records from Class

      Members that are not subject to an offset, as well as 1 non-random example of a

      calculation done on a person with an offset and 1 example of a person with a credit.


32.3. On or before February 25, the Settlement Administrator will provide the Claims Process

      Reviewer and Class Counsel an additional 10 randomly selected records from persons

      with offsets and credits, as well as the pro rata calculation.


                                                                                              21
32.4. The Settlement Administrator shall respond to any request for information from Claims

      Process Reviewer within one business day, unless there is good reason why more time is

      required.   The Settlement Administrator and its Counsel shall be available for a

      conference call to discuss any issues arising out of the settlement process at 9 am PST

      and 2 pm PST on February 28 and March 1, 2011.


32.5. Within 5 business days after Class Counsel advises the Settlement Administrator that

      they are satisfied with the correctness of the entitlement calculations, the Settlement

      Administrator shall advise each Settlement Class Member who makes a claim as to his or

      her eligibility, if any, for benefits, in the form attached as Schedule G1 through G5 to

      this Agreement.


Review of Claims Proces


33.   During the Claims Period, the Decision Period and the Appeal Period (as defined below),

      the claims process will be reviewed by a class action claims administrator (the “Claims

      Process Reviewer”), to be selected by mutual agreement of the Parties.


34.   The Parties will issue requests for proposals to act as Claims Process Reviewer, including

      firm quotes, to the following class action claims administrators:


      (a)    The Bruneau Group Inc;


      (b)    Ricepoint Class Action Services;


      (c)    Crawford Class Action Services; and


      (d)    Epic Systems Inc.



                                                                                             22
35.   The costs of the review of the claims process, which costs will be capped following

      receipt and consideration of the responses to the requests for proposals, will be paid by

      Cash Store, Rentcash and AB Co.


36.   A copy of the Claims Process Reviewer’s report shall be filed with the Court when the

      review of the claims process is completed.


Appeal Process


37.   On or before April 3, 2011 (the “Appeal Period”), Settlement Class Members who do

      not agree with the decision of the Settlement Administrator may appeal that decision to

      the Arbitrator.


38.   Settlement Class Members wishing to appeal the decision of the Settlement

      Administrator must, within the Appeal Period, deliver to Class Counsel a completed

      Appeal Form in the form attached as Schedule H to this Agreement, and any supporting

      documents.


39.   The Settlement Administrator shall provide copies of any Appeal Forms it has received to

      Class Counsel be no later than February 18, 2011.


40.   For Appeal Forms completed prior to February 18, 2011, Class Counsel shall provide that

      Appeal Form along with Class Counsel’s comments to the Settlement Administrator by

      February 22, 2011. On or before February 26, 2011, the Settlement Administrator shall

      either accept that appeal and process the claim or provide its comments to Class Counsel.

      On or before March 8, 2011, Class Counsel shall provide the Appeal Form, any




                                                                                            23
      supporting documents, their comments, and the Settlement Administrator’s comments to

      the Arbitrator for review and ultimate disposition (the “Appeal Material”).


41.   For Appeal Forms completed on or after February 18, 2011, within 2 days of receiving an

      Appeal Form, Class Counsel shall provide that Appeal Form along with Class Counsel’s

      comments to the Settlement Administrator. Within 4 days of receiving an Appeal Form

      from Class Counsel, the Settlement Administrator shall either accept that appeal and

      process the claim or provide its comments to Class Counsel. Within 2 days of receiving

      the comments of the Settlement Administrator, Class Counsel shall provide the Appeal

      Form, any supporting documents, their comments, and the Settlement Administrator’s

      comments to the Arbitrator for review and ultimate disposition (the “Appeal Material”).


42.   The decision of the Arbitrator shall be in writing and will be final, with no further right of

      appeal.


43.   The Arbitrator will review the decision of the Settlement Administrator based on the

      Appeal Material, without any hearing, and will provide a decision to Class Counsel, the

      Settlement Class Member, and the Settlement Administrator as soon as possible, but in

      any case, in not more than 15 days from receipt of the Appeal Material


Payments to Settlement Class Members


44.   Within 5 days after the determination or withdrawal of the last Appeal, the Settlement

      Administrator shall provide the Claims Process Reviewer with an updated Settlement

      Database to the Claims Process Reviewer, which shall include including all persons who




                                                                                                 24
      are deemed to have made a claim under para. 30.1 and any corrections to the Settlement

      Database as a result of the Appeal process.


45.   Within 14 days after the determination or withdrawal of the last Appeal, Settlement Class

      Members’ claims will be paid by Settlement Administrator to the address designated by

      the Settlement Class Member in the Claim Form or updated address provided to the

      Settlement Administrator, and shall include the letter attached as Schedule “I”.


46.   If:


      (a)    the Settlement Class Member indicates in the Claim Form that he or she believes

             there is a report of an Outstanding Loan on a credit report held by Equifax Canada

             Inc. and Trans Union of Canada Inc. (collectively the “Credit Reporting

             Agencies”);


      (b)    the Settlement Class Member is fully released by the Settlement Agreement in

             relation to any Outstanding Loan, and


      (c)    the Settlement Class Member makes a request in the Claim Form for a letter to be

             send to the Credit Reporting Agencies,


      then Rentcash, Cash Store and AB Co. will, within 30 days of payment to the Class

      Members, arrange for the collection agent undertaking collection of the Outstanding Loan

      to provide a letter to the Credit Reporting Agencies advising that any record of the

      Outstanding Loan with the Credit Reporting Agencies should be removed as the

      information concerning the Outstanding Loan is inaccurate..




                                                                                            25
Residue


47.    Any residue remaining in the Cash Fund of the Settlement Fund after payment of the

       Approved Legal Expenses and Settlement Class Members’ claims will remain in the

       Settlement Fund, earning interest for the benefit of the Settlement Fund, to be applied

       against redemption of Vouchers. At the expiry of the Redemption Period, any cash

       remaining will then be returned to Cash Store, Rentcash and AB Co.


Dismissal of Related Actions


48.    After payment of the Approved Legal Expenses and Settlement Class Member’s claims,

       and provided that the Claims Process Reviewer's report has been filed with the Court

       pursuant to paragraph 36 of this Agreement, Cash Store, Rentcash and AB Co. may apply

       to have each of the Related Actions dismissed against all named defendants, without

       costs and with prejudice.


49.    Neither the Plaintiffs nor any Settlement Class Member will object to a dismissal

       application brought pursuant to paragraph 48 of this Agreement.


General


50.    No Settlement Class Member shall have any claim against the Representative Plaintiffs,

       Class Counsel, the Settlement Administrator, the Claims Process Reviewer, the

       Arbitrator, or any agent designated by Class Counsel based on the payments or other

       benefits made or provided substantially in accordance with this Agreement or with

       further Orders of the Court or any appellate court.




                                                                                           26
51.   This Agreement and its attachments shall constitute the entire Agreement of the Parties

      and shall not be subject to any change, modification, amendment, or addition without the

      express written consent of counsel on behalf of all Parties to the Agreement. This

      agreement supersedes and replaces all prior negotiations and proposed agreements,

      written or oral.


52.   All Schedules are incorporated into this Agreement by reference.


53.   This Agreement shall be binding upon and inure to the benefit of the Parties hereof and

      their representatives, heirs, successors, and assignees.


54.   In the event any one or more of the provisions contained in this Agreement shall for any

      reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,

      illegality, or unenforceability shall not affect any other provision if the Parties mutually

      elect to proceed as if such invalid, illegal, or unenforceable provision had never been

      included in this Agreement.


55.   The Court shall retain continuing and exclusive jurisdiction over the Parties hereto,

      including the Plaintiffs and all Settlement Class Members, and over the administration

      and enforcement of the Settlement and the benefits to the Plaintiffs and Settlement Class

      Members hereunder, notwithstanding that the Related Actions may have been dismissed

      pursuant to paragraph 48 of this Agreement.


56.   Any disputes or controversies arising with respect to the interpretation, enforcement, or

      implementation of this Agreement must be made by motion to the Court.




                                                                                               27
57.   The undersigned Class Counsel warrant that they are fully authorized to execute this

      Agreement on behalf of the Plaintiffs and to execute and legally bind all the Plaintiffs to

      this Agreement.


58.   Cash Store, Rentcash and AB Co. warrant that they are fully authorized to execute this

      Agreement and provide the Releases contemplated herein on their own behalf and on

      behalf of the Remaining Defendants and the Additional Lenders.


59.   The Parties hereby agree to stay all proceedings in the Related Actions until the approval

      of this Agreement has been finally determined, except the stay of proceedings shall not

      prevent the filing of any motions, affidavits, and other matters necessary to the approval

      of this Agreement.


60.   Cash Store, Rentcash and AB Co. and each of the Plaintiffs acknowledge that they have

      been represented and advised by independent legal counsel throughout the negotiations

      that have culminated in the execution of this Agreement, and that they have voluntarily

      executed the Agreement with the consent and on the advice of counsel.


61.   This Agreement may be executed in counterpart by the parties hereto, and a facsimile

      signature shall be deemed an original signature for purposes of this Agreement.


62.   This Agreement shall be construed under and governed by the laws of the Province of

      British Columbia.


63.   The Parties have negotiated and fully reviewed the terms of this Agreement, and the rule

      that uncertainty or ambiguity is to be construed against the drafter shall not apply to the

      construction of this Agreement by a court of law or any other adjudicating body.


                                                                                              28
64.   Whenever, under the terms of this Agreement, a person is required to provide service or

      written notice to the Settlement Administrator, Cash Store, Rentcash, AB Co. or to Class

      Counsel, such service or notice shall be directed to the individuals and addresses

      specified below, unless those individuals or their successors give notice to the other

      Parties in writing:

             As to Class Counsel:

                                    Paul Bennett and Mark Mounteer
                                    Hordo & Bennett
                                    1801 – 808 Nelson Street
                                    Vancouver, B.C.
                                    Fax: (604) 682-7872
                                    E-mail: pbennett@hrb.bc.ca
                                            mmounteer@hrb.bc.ca

             As to Cash Store, Rentcash and AB Co.:

                                    Ward Branch and Luciana Brasil
                                    Branch MacMaster
                                    1410 – 777 Hornby Street
                                    Vancouver, BC V6Z 1S4
                                    Fax: (604) 684-3489
                                    Email:
                                    wbranch@branmac.com /lbrasil@branmac.com



             As to the Settlement Administrator:

                                    BC Settlement Administrator
                                    The Cash Store Financial
                                    P.O. Box 566
                                    12222 – 137 Avenue
                                    Edmonton, AB T5L 4X5
                                    Fax: (780) 452-4670

      IN WITNESS THEREOF, the Parties hereto have executed this Agreement as follows:


Date:___________________________          By: _________________________
                                              Paul Bennett as Class Counsel,



                                                                                           29
                                       On behalf of Plaintiffs and Settlement Class
                                       Members



Date:___________________________   By: _________________________
                                       Gordon J. Reykdal
                                       On Behalf Of The Cash Store Financial
                                       Services Inc, The Cash Store Inc. and
                                       1152919 Alberta Ltd.




                                                                                30
                               SCHEDULE “A”: ORDERS

                                                                                   No. S041348
                                                                              Vancouver Registry

                    IN THE SUPREME COURT OF BRITISH COLUMBIA

BETWEEN:

               ANDREW BODNAR and JOSE BARTOLOME

                                                                                     PLAINTIFFS

AND:

     THE CASH STORE INC., RENTCASH INC., ALL TRANS FINANCIAL
        SERVICES CREDIT UNION LTD., CARD CAPITAL INC., 367463
      ALBERTA LTD., 1015005 ALBERTA LTD., ASSISTIVE FINANCIAL
         CORP., ADVANCE FINANCE CORPORATION, BRIDGEVIEW
      FINANCIAL CORP., SEISFORM DRILLING (1957) LTD., LONGSHIP
    CAPITAL INC., AVENIR FINANCIAL FUNDING CORP., 3074700 NOVA
     SCOTIA LTD., 19695 YUKON INC., and ROBERT JOHN HANKINSON,
           Q.C. TRUSTEE OF THE HUGH DENHAM RCA TRUST


                                                                                  DEFENDANTS

                 Brought under the Class Proceedings Act, R.S.B.C. 1996, c.50

                                            ORDER

                                             )
BEFORE THE HONOURABLE                        )       ___________, THE ______ DAY
                                             )
____ JUSTICE ___________________             )       OF ___________________, 2009
                                             )


               THE APPLICATION of the Plaintiffs dated ___________, 2009 coming on for
hearing at Vancouver, British Columbia, _______________ 2009, and on hearing R.J. Randall
Hordo, Q.C., Paul R. Bennett and Mark W. Mounteer, counsel for the Plaintiffs; Ward K. Branch
and Luciana P. Brasil, counsel for the Defendants The Cash Store Inc. and Rentcash Inc.; and no
one appearing for the remaining parties although duly served.

               THIS COURT ORDERS that


                                                                               K:\3270\3270P\PLEA0243.DOC
1.   The Settlement Agreement dated May _____, 2009 (the “Agreement”) is incorporated into,
     and forms part of this Order. Unless otherwise stated, the defined terms in this Order shall
     have the same meaning ascribed to them in the Agreement;

2.   The Class definition, set out in paragraph 2 of the Order made August 26, 2005, is
     amended and the Class is defined for settlement purposes as set out in paragraph 1(s) and
     1(f)(i) of the Agreement

3.   The settlement which is memorialized in the Agreement (the “Settlement”) is fair,
     reasonable and in the best interest of the Class, and is hereby approved.

4.   The manner in which notice is given to the Class of the certification and settlement of this
     class proceeding, and the form of that notice, as set out in paragraphs 1(g) and 9 of the
     Agreement, and the Schedules referred to therein, is hereby approved.

5.   Class members shall have the right to opt out of this class proceeding in the manner set out
     in paragraphs 15 and 16 of the Agreement and the Schedules referred to therein.

6.   The Agreement shall be binding upon the Representative Plaintiffs and upon all Class
     Members who have not validly opted out of this class proceeding in accordance with
     paragraph 5 of this Order.

7.   Class members who opt out in accordance with paragraph 5 of this Order shall not be
     entitled to any of the monetary and other benefits extended to Class members pursuant to the
     Agreement.

8.   Class members who fail to submit a claim in accordance with paragraphs 30 through 32 of
     the Agreement on or before the end of the Claims Period shall not share in any distribution
     made in accordance with the Agreement.

9.   The Releases set forth in paragraphs 27 and 28 of the Agreement shall have full force and
     effect.




                                                                                              32
10.   The Retainer Agreement between Andrew Bodnar and Hordo & Bennett and the Retainer
      Agreement between Jose Bartolome and Hordo & Bennett (collectively the “Retainer
      Agreements”) are approved.

11.   The following payments to Hordo & Bennett for legal expenses incurred in relation to this
      class proceeding, as well as for Wournell v. 115219 Alberta Ltd. (dba Instaloans) et al.,
      B.C.S.C. Vancouver Registry Action No. S041348, are hereby approved for payment from
      the Settlement Fund as Approved Legal Expenses pursuant to paragraphs 20(a), 20(b) and
      22 of the Agreement:

      (a)    legal fees payable pursuant to the Retainer Agreements, and the Retainer Agreement
             in Action No. S041348, in an amount equal to 30% of the Settlement Fund, plus
             taxes thereon;

      (b)    $ ___________on account of disbursements and taxes thereon incurred up to the
             date of this Order; and

      (c)    a further amount not to exceed $__________ for further disbursements incurred
             subsequent to the date of this Order in relation to the review by
             PricewaterhouseCoopers LLP of the calculation of the Settlement Fund, pursuant to
             paragraph 13 of the Agreement.

12.   Hordo & Bennett shall pay from the legal fees received as part of the Approved Legal
      Expenses an honorarium of $10,000 each to Andrew Bodnar and Jose Bartolome.

13.   ___________________ is appointed as the Settlement Administrator, pursuant to paragraph
      1(r) of the Agreement.

14.   ___________________ is appointed as the Claims Process Reviewer, pursuant to paragraph
      33 of the Agreement.

15.   David Whitelaw is appointed as the Arbitrator, pursuant to paragraph 1(a) of the
      Agreement.




                                                                                            33
16.   Nothing in this Order or in the Agreement or any negotiations as between the parties shall
      be:

      (a)    offered, construed as, or be deemed to be evidence of any presumption, admission or
             concession on the part of any of the Representative Plaintiffs, Plaintiffs’ Counsel,
             any members of the Class, any Defendants or Defendants’ Counsel, of any liability
             or wrongdoing by them, or that the claims and defenses that have been, or could
             have been, asserted in this action are or are not meritorious;

      (b)    offered or received in evidence in any action or proceeding, or be used in any way as
             an admission or concession or evidence of any liability or wrongdoing of any nature
             or that the Representative Plaintiffs, any Class member or any other person has or
             has not suffered any damage;

      provided, however, that the Agreement and this Order may be filed in any action to enforce
      the Agreement or the terms of this Order, or to assert defenses to the claims which are the
      subject of the releases in paragraphs 27 and 28 of the Agreement.

17.   If the approval of the Settlement is not upheld on appeal:

      (a)    this Order shall be set aside, be of no further force or effect, and be without prejudice
             to any party;

      (b)    the Settlement, the Agreement and all proceedings in connection with same shall be
             null and void, except insofar as expressly provided in the Agreement, and without
             prejudice to the status quo ante rights of the parties; and

      (c)    each party shall be restored to his, her or its respective position as it existed
             immediately prior to the execution of the Agreement.

18.   The parties shall be at liberty to apply for further directions with respect to any matters
      arising under the Agreement, over which this Court retains continuing jurisdiction.

19.   After payment of the Approved Legal Expenses and Settlement Class Member’s claims,
      and provided that the Claims Process Reviewer's report has been filed with the Court


                                                                                                   34
       pursuant to paragraph 36 of the Agreement, Cash Store, Rentcash and AB Co., the
       Defendants may apply to have this action dismissed against all named Defendants, without
       costs and with prejudice.
                                                  BY THE COURT



                                                  Registrar

APPROVED AS TO FORM:


____________________________________________
Counsel for the Plaintiffs


____________________________________________
Counsel for the Defendants, The Cash Store Inc and Rentcash Inc.




                                                                                            35
                                                                                  No. S081994
                                                                             Vancouver Registry

                    IN THE SUPREME COURT OF BRITISH COLUMBIA

BETWEEN:

               DAVID WOURNELL

                                                                                     PLAINTIFF
AND:

               1152919 ALBERTA LTD. (DBA INSTALOANS), RENTCASH
               INC., ALL TRANS FINANCIAL SERVICES CREDIT UNION
               LTD., DIRECTCASH MANAGEMENT INC., DIRECTCASH
               LIMITED PARTNERSHIP, DIRECTCASH ATM PROCESSING
               PARTNERSHIP, DIRECTCASH ATM MANAGEMENT
               PARTNERSHIP, 367463 ALBERTA LTD., 1015005 ALBERTA
               LTD., ASSISTIVE FINANCIAL CORP., ADVANCE FINANCE
               CORPORATION, BRIDGEVIEW FINANCIAL CORP.,
               SEISFORM DRILLING (1957) LTD., LONGSHIP CAPTIAL
               INC., AVENIR FINANCIAL FUNDING CORP., 3074700 NOVA
               SCOTIA LTD., 19695 YUKON INC., AND ROBERT JOHN
               HANKINSON, Q.C. TRUSTEE OF THE HUGH DENHAM RCA
               TRUST
                                                                 DEFENDANTS

                 Brought under the Class Proceedings Act, R.S.B.C. 1996, c.50

                                            ORDER
                                             )
BEFORE THE HONOURABLE                        )       ___________, THE ______ DAY
                                             )
____ JUSTICE ___________________             )       OF ___________________, 2009
                                             )


               THE APPLICATION of the Plaintiffs dated ___________, 2009 coming on for
hearing at Vancouver, British Columbia, _______________ 2009, and on hearing R.J. Randall
Hordo, Q.C., Paul R. Bennett and Mark W. Mounteer, counsel for the Plaintiffs; Ward K. Branch
and Luciana P. Brasil, counsel for the Defendants 1152919 Alberta Ltd. and Rentcash Inc.; and no
one appearing for the remaining parties although duly served.




                                                                                                36
              THIS COURT ORDERS that

1.   This action is certified as a class proceeding against the Defendants:

     (a)      1152919 Alberta Ltd. (“Instaloans”) and Rentcash Inc. (“Rentcash”);

     (b)      367463 Alberta Ltd., 1015005 Alberta Ltd., Assistive Financial Corp., Advance
              Finance Corporation, Bridgeview Financial Corp., Seisform Drilling (1957) Ltd.,
              Longship Capital Inc., Avenir Financial Funding Corp., 3074700 Nova Scotia
              Ltd., 19695 Yukon Inc., And Robert John Hankinson, Q.C. Trustee of the Hugh
              Denham RCA Trust (collectively, the “Lenders”);

     (c)      All Trans Financial Services Credit Union Ltd. (“All Trans”); and

     (d)      Directcash Limited Partnership, Directcash ATM Processing Partnership,
              Directcash ATM Management Partnership (collectively, “Directcash”);

     only for the purpose of, and in accordance with the terms of, the Settlement Agreement
     dated May ______ 2009 (the “Agreement”).

2.   The Class is defined for settlement purposes as set out in paragraph 1(s) and 1(f)(ii) of the
     Agreement

3.   The Plaintiff David Wournell is appointed as the representative Plaintiff on behalf of the
     Class.

4.   The common issues to be determined in this class proceeding are set out in Appendix A.

5.   The Agreement is incorporated into, and forms part of this Order. Unless otherwise stated,
     the defined terms in this Order shall have the same meaning ascribed to them in the
     Agreement.

6.   The settlement which is memorialized in the Agreement (the “Settlement”) is fair,
     reasonable and in the best interest of the Class, and is hereby approved.

7.   The manner in which notice is given to the Class of the certification and settlement of this
     class proceeding, and the form of that notice, as set out in paragraphs 1(g) and 9 of the
     Agreement, and the Schedules referred to therein, is hereby approved.




                                                                                               37
8.    Class members shall have the right to opt out of, and non-residents shall have the right to opt
      into, this class proceeding in the manner set out in paragraphs 15 and 16 of the Settlement
      Agreement and the Schedules referred to therein.

9.    The Agreement shall be binding upon the Representative Plaintiff and upon all Class
      Members who have not validly opted out of this class proceeding in accordance with
      paragraph 8 of this Order.

10.   Class Members who opt out in accordance with paragraph 8 of this Order shall not be
      entitled to any of the monetary and other benefits extended to Class members pursuant to the
      Agreement.

11.   Class members who fail to submit a claim in accordance with paragraphs 30 through 32 of
      the Agreement on or before the end of the Claims Period shall not share in any distribution
      made in accordance with the Agreement.

12.   The Releases set forth in paragraphs 27 and 28 of the Agreement shall have full force and
      effect.

13.   The Retainer Agreement between David Wournell and Hordo & Bennett (the “Retainer
      Agreement”) is approved.

14.   The legal fees, disbursements and taxes for this action, payable pursuant to the Retainer
      Agreement, are included within the Approved Legal Expenses set out at paragraph 10 of the
      Order made in Bodnar et al. v. The Cash Store et al., B.C.S.C. Vancouver Registry
      No. S041348 on this same date and contemporaneously with this Order.

15.   Hordo & Bennett shall pay from the legal fees received as part of the Approved Legal
      Expenses an honorarium of $5,000 to David Wournell.

16.   ___________________is appointed as the Settlement Administrator, pursuant to paragraph
      1(r) of the Agreement.

17.   ___________________ is appointed as the Claims Process Reviewer, pursuant to paragraph
      33 of the Agreement.


                                                                                                  38
18.   David Whitelaw is appointed as the Arbitrator, pursuant to paragraph 1(a) of the
      Agreement.

19.   Nothing in this Order or in the Agreement or any negotiations as between the parties shall
      be:

      (a)    offered, construed as, or be deemed to be evidence of any presumption, admission or
             concession on the part of any of the Representative Plaintiff, Plaintiffs’ Counsel, any
             members of the Class, any Defendants or Defendants’ Counsel, of any liability or
             wrongdoing by them, or that the claims and defenses that have been, or could have
             been, asserted in this action are or are not meritorious;

      (b)    offered or received in evidence in any action or proceeding, or be used in any way as
             an admission or concession or evidence of any liability or wrongdoing of any nature
             or that the Representative Plaintiff, any Class member or any other person has or has
             not suffered any damage;

      provided, however, that the Agreement and this Order may be filed in any action to enforce
      the Agreement or the terms of this Order, or to assert defenses to the claims which are the
      subject of the releases in paragraphs 27 and 28 of the Agreement.

20.   If the approval of the Settlement is not upheld on appeal:

      (a)    this Order shall be set aside, be of no further force or effect, and be without prejudice
             to any party;

      (b)    the Settlement, the Agreement and all proceedings in connection with same shall be
             null and void, except insofar as expressly provided in the Agreement, and without
             prejudice to the status quo ante rights of the parties; and

      (c)    each party shall be restored to his, her or its respective position as it existed
             immediately prior to the execution of the Agreement.




                                                                                                   39
21.    The parties shall be at liberty to apply for further directions with respect to any matters
       arising under the Settlement Agreement, over which this Court retains continuing
       jurisdiction.

22.    After payment of the Approved Legal Expenses and Settlement Class Member’s claims,
       and provided that the Claims Process Reviewer's report has been filed with the Court
       pursuant to paragraph 36 of the Agreement, the Defendants may apply to have this action
       dismissed against all named Defendants, without costs and with prejudice.

                                                    BY THE COURT



                                                    Registrar

APPROVED AS TO FORM:


____________________________________________
Counsel for the Plaintiff


____________________________________________
Counsel for the Defendants, 1152919 Alberta Ltd. and
Rentcash Inc.




                                                                                               40
                                        Appendix “A”

                                                                                   No. S081994
                                                                              Vancouver Registry

                   IN THE SUPREME COURT OF BRITISH COLUMBIA

BETWEEN:

               DAVID WOURNELL

                                                                                       PLAINTIFF

AND:

               1152919 ALBERTA LTD. (DBA INSTALOANS), RENTCASH
               INC., ALL TRANS FINANCIAL SERVICES CREDIT UNION
               LTD., DIRECTCASH MANAGEMENT INC., DIRECTCASH
               LIMITED PARTNERSHIP, DIRECTCASH ATM PROCESSING
               PARTNERSHIP, DIRECTCASH ATM MANAGEMENT
               PARTNERSHIP, 367463 ALBERTA LTD., 1015005 ALBERTA
               LTD., ASSISTIVE FINANCIAL CORP., ADVANCE FINANCE
               CORPORATION, BRIDGEVIEW FINANCIAL CORP.,
               SEISFORM DRILLING (1957) LTD., LONGSHIP CAPTIAL
               INC., AVENIR FINANCIAL FUNDING CORP., 3074700 NOVA
               SCOTIA LTD., 19695 YUKON INC., AND ROBERT JOHN
               HANKINSON, Q.C. TRUSTEE OF THE HUGH DENHAM RCA
               TRUST

                                                                                  DEFENDANTS

                 Brought under the Class Proceedings Act, R.S.B.C. 1996, c.50

                        STATEMENT OF COMMON ISSUES


1.     Do the Broker Fees charged by Instaloans constitute interest as defined by and for the
       purpose of s. 347 of the Criminal Code, either in whole or in part?

2.     If the answer to 1 is yes, then do the agreements or arrangements pursuant to which those
       Broker Fees have been collected from Class Members constitute an agreement or
       arrangement to receive interest at a criminal rate, contrary to s. 347(1)(a) of the Criminal
       Code?

3.     If the answer to 1 is yes, then has the collection by Instaloans of Broker Fees from Class
       members in relation their Class Loans, resulted in the payment by Class Members to and


                                                                               K:\3270\3270P\PLEA0243.DOC
     the receipt by Instaloans of a payment or partial payment of interest at a criminal rate,
     contrary to s. 347(1)(b) of the Criminal Code?

4.   If the answer to 3 is yes, then has Instaloans been unjustly enriched by the collection of
     those Brokers Fees from the Class Members?

5.   If Instaloans has received a payment of interest at a criminal rate from Class Members in
     respect of the Class Loans, then:

     (a)      were the Class Loans advanced by Instaloans to the Class Members at the
              direction and for the benefit of Rentcash?

     (b)      were the Broker Fees received by Instaloans paid in whole or in part to Rentcash?
              and

     (c)      did Rentcash direct the transfer, use, or otherwise have the benefit of the Broker
              Fees collected by Instaloans from the Class Members?

6.   If the answer to any one of 5(a) to 5(c) is yes, then has Rentcash been unjustly enriched
     by the payment by Class Members of interest at a criminal rate in respect of their Class
     Loans?

7.   If Instaloans has received a payment of interest at a criminal rate from Class Members in
     respect of the Class Loans, then has part of the Broker Fee received by Instaloans been
     paid to the Lenders?

8.   If the answer to 7 is yes, then have the Lenders been unjustly enriched by the collection
     of those Brokers Fees from the Class Members?

9.   If Instaloans, Rentcash, or the Lenders have been unjustly enriched by the payment by
     Class Members of interest at a criminal rate in respect of the Class Loans:

     (a)      Do those Defendants hold the benefit they have received as a result of this unjust
              enrichment in trust for those Class Members who provided that benefit to those
              Defendants? and

     (b)      Are those Defendants liable to account to those Class Members for the benefit
              received from them and all profits earned therefrom?




                                                                                             42
10.   Do the Debit Fees charged by Directcash and All Trans and paid by the Class Members
      to obtain the Class Loans from Instaloans constitute interest as defined by s. 347 of the
      Criminal Code, either in whole or in part?

11.   If the answer to 10 is yes, then have Directcash and All Trans received a payment or
      partial payment of interest at a criminal rate as a result of the Debit Fee paid by the Class
      members to obtain the Class Loans?

12.   If the answer to 11 is yes, then have Directcash and All Trans been unjustly enriched by
      the receipt of interest at a criminal rate from the Class Members?

13.   If the answer to 11 is yes, then has either Instaloans or Rentcash been unjustly enriched
      by the Debit Fees charged by Directcash and All Trans and paid by Class Members?

14.   Does the Cash Card Fee charged by Instaloans and paid by the Class members in respect
      of their Class Loans constitute interest as defined by s. 347 of the Criminal Code either in
      whole or in part?

15.   If the answer to 14 is yes, then has Instaloans received a payment or partial payment of
      interest at a criminal rate as a result of the Cash Card Fees paid by the Class members in
      respect of their Class Loans?

16.   If the answer to 15 is yes, were the Cash Card Fees received by Instaloans paid in whole
      or in part to Rentcash or did Rentcash transfer, use or otherwise have the benefit of those
      Cash Card Fees?

17.   If the answer to 15 or 16 is yes, then has either Instaloans or Rentcash been unjustly
      enriched by the Cash Card Fees charged by Instaloans and paid by Class members?

18.   If All Trans, Directcash, Instaloans, or Rentcash have been unjustly enriched by the Debit
      Fees or Cash Card Fees paid by the Class Members in order to obtain the Class Loans:

      (a)    do those Defendants hold the benefit they have received as a result of this unjust
             enrichment in trust for those Class Members who provided that benefit to those
             Defendants? and

      (b)    are those Defendants liable to account to those Class Members for the benefit
             received from them and all profits earned therefrom?



                                                                                                43
19.   If the answer to 1 or 2 is yes, does the provision by Instaloans of the Class Loans to Class
      Members on terms that offend s. 347(1)(a) of the Criminal Code, or the receipt by
      Instaloans of interest at a criminal rate in respect of those Class Loans, constitute
      unconscionable acts or practices within the meaning of s. 4 of the Trade Practices Act
      and s. 8 of the Business Practices and Consumer Protection Act, irrespective of whether
      the factors set out in ss. (3)(a) through (d) of those sections are present in any individual
      case?

20.   If the answer to any one of 5(a) to 5(c) is yes, then does such conduct of Rentcash
      constitute unconscionable acts or practices within the meaning of s. 4 of the Trade
      Practices Act and s. 8 of the Business Practices and Consumer Protection Act,
      irrespective of whether the factors set out in ss. (3)(a) through (d) of those sections are
      present in any individual case?

21.   If the Lenders have authorized Instaloans to enter into agreements or arrangements with
      Class members for the advance the Class Loans on behalf of the Lenders on terms that
      require the payment of interest at a criminal rate and the Lenders have received a
      payment or partial payment of interest at a criminal rate as a result of those agreements or
      arrangements with Class members, then does such conduct of The Lenders constitute
      unconscionable acts or practices within the meaning of s. 4 of the Trade Practices Act
      and s. 8 of the Business Practices and Consumer Protection Act, irrespective of whether
      the factors set out in ss. (3)(a) through (d) of those sections are present in any individual
      case?

22.   If All Trans and Directcash have received a payment or partial payment of interest at a
      criminal rate as a result of Debit Fees paid to Directcash by Class Members in order to
      obtain the Class Loans, then does such conduct of Directcash and All Trans constitute
      unconscionable acts or practices within the meaning of s. 4 of the Trade Practices Act
      and s. 8 of the Business Practices and Consumer Protection Act, irrespective of whether
      the factors set out in ss. (2)(a) through (d) of those sections are present in any individual
      case?

23.   If the answer to 20, 21 or 22 is yes, are those Defendants liable for damages to those
      Class Members who have suffered any loss or damage because of the unconscionable act


                                                                                                44
      or practice, pursuant to s. 22(1) of the Trade Practices Act and s. 105 and 171 of the
      Business Practices and Consumer Protection Act?

24.   If Instaloans has advanced the Class Loans to Class Members on terms which are
      prohibited by s. 347(1)(a) of the Criminal Code or has collected interest at a criminal rate
      from Class Members in respect of the Class Loans advanced to them, contrary to s.
      347(1)(b) of the Criminal Code, then did Instaloans and Rentcash conspire to implement
      a scheme to provide those Loans to the Class Members in order to earn profits on the
      Class Loans at an unlawful rate of interest?

25.   If Instaloans and Rentcash conspired to implement a scheme to provide the Class Loans
      to the Class Members in order to earn profits on those Payday Loans at an unlawful rate
      of interest, then did the Lenders subsequently become parties to that conspiracy by
      agreeing to assist Instaloans and Rentcash in the implementation of the scheme by
      providing funds to be advanced as Class Loans and authorizing Instaloans to enter into
      agreements or arrangements with Class members for the advance the Class Loans on
      behalf of the Lenders on terms that require the payment of interest at a criminal rate?

26.   If Instaloans and Rentcash conspired to implement a scheme to provide the Class Loans
      to the Class Members in order to earn profits on those Payday Loans at an unlawful rate
      of interest, then did All Trans and Directcash subsequently become parties to that
      conspiracy by agreeing to assist Instaloans and Rentcash in the implementation of the
      scheme by providing debit card facilities and other services in order to facilitate and
      enable Instaloans to charge and receive interest on the Class Loans at a criminal rate?

27.   If any or all of the Defendants conspired to provide the Class Loans to the Class
      Members at an unlawful rate of interest, then are those Defendants jointly and severally
      liable for damages to those Class Members who have suffered loss or damage as a result
      of that illegal conspiracy?

28.   If Instaloans has advanced the Class Loans to Class Members on terms which are
      prohibited by s. 347(1)(a) of the Criminal Code or has collected interest at a criminal rate
      from Class Members in respect of the Class Loans advanced to them, contrary to
      s. 347(1)(b) of the Criminal Code, and if Rentcash, Directcash, All Trans, or the Lenders
      has participated in and has been unjustly enriched by, or conspired with Instaloans in


                                                                                                45
      respect of, these Loan transactions with Class Members, then does the conduct of the
      Defendants justify an award of punitive or exemplary damages?

29.   If the conduct of any of the Defendants justifies an award of punitive or exemplary
      damages, what is the amount of punitive or exemplary damages to be awarded?




                                                                                       46
                          SCHEDULE “B”: CLASS NOTICE

     NOTICE OF SETTLEMENT OF PAYDAY LOAN CLASS ACTION AGAINST THE
                       CASH STORE & INSTALOANS

                 Read this notice carefully as it may effect your legal rights.


The purpose of this notice.

This notice is to all residents of British Columbia who have borrowed money as a “payday loan”,
“title loan”, “fixed income loan” or “signature loan” from a Cash Store or Instaloans location on
or before [the Approval Date] and have repaid the loan and the standard Broker Fee charged by
The Cash Store or Instaloans.

Two class actions have been certified in the Supreme Court of British Columbia against The
Cash Store, Instaloans and others. These actions allege that The Cash Store and Instaloans have
provided payday and title loans in a manner which is contrary to the Criminal Code and seek to
recover monies alleged to have been unlawfully received in relation to these loans. The
Defendants deny these allegations, and they remain unproven.

On [date], 2009, the Honourable [name] of the B.C. Supreme Court approved the settlement of
these two class actions. The settlement does not constitute an admission by or a finding of
liability against the Defendants and is a compromise of disputed claims.


Who is part of the class actions?

You are a member of the Class and entitled to participate in this settlement if you borrowed
money as a “payday loan”, “title loan”, “fixed income loan” or “signature loan” from The Cash
Store prior to [Approval Date], or from Instaloans between April 21, 2005 and [Approval Date],
from a location:

1.      in British Columbia;

2.      outside British Columbia prior to December 2, 2008 but were a resident of British
        Columbia from December 2, 2008 to [Approval Date]; or

3.      outside British Columbia after December 2, 2008 but were a resident of British Columbia
        as of [Approval Date]

and if you repaid the loan and the standard Broker Fee on or before the due date of the loan or, in
the case of loans obtained from The Cash Store,

1.      for loans obtained up to and including March 11, 2004, the loan and the standard Broker
        Fee were both repaid in full within 157 days of the loan advance the last extension of the
        loan;




                                                                                K:\3270\3270P\PLEA0243.DOC
2.     for loans obtained after March 11, 2004, the loan and Standard Broker Fee were both
       repaid in full within 173 days of the loan advance or last extension of the loan; or

3.     the loan was extended or rolled over at least five times;

and in the case of loans obtained from Instaloans between April 25, 2005 and [Approval Date],
the loan and Broker Fee were both repaid in full within 141 days of the loan advance.


What are the terms of the settlement?

Each Class member submitting a claim is entitled to receive a refund of up to 100% of the
Broker Fees they paid plus interest, subject to reductions for legal expenses and repayment of
any unpaid loans. Refunds will be paid 50% in cash and 50% in vouchers that are redeemable
for cash in 3 years from their issuance or are redeemable immediately for services from a Cash
Store or Instaloans location.

To fund the payment of claims, The Cash Store and Instaloans will establish a Settlement Fund
of more than $[#] million in cash and vouchers. The precise amount of your refund will depend
upon the total amount of the claims made against this Settlement Fund, may be reduced to pay
your share of the legal expenses approved by the Court, and will be offset by any principal
amount outstanding on your loans. If the amount of the Settlement Fund available to pay claims
is less than the total amount of the claims made, you will receive a pro rata share of the
Settlement Fund.

The complete terms and conditions of this Court approved settlement are contained in the
Settlement Agreement, which is available at www.classcounsel.ca.


How do I make a claim?

To receive compensation under the settlement, each Class member must submit a Claim Form,
and a copy of the required identification document as specified on the Claim Form, on or before
[date]:

1.     by mail to: [address]

2.     by fax to: [number]

3.     by e-mail to: [address]

A claim form will be delivered concurrently with the mailing of this notice to Class members
who have been identified to their last known address. The Claim Form is also available at
www.classcounsel.ca or [cash store website].




                                                                                                 48
Class members must submit a Claim Form on or before [date] to receive compensation under this
settlement. Failure to submit a claim form on or before [date] will forever eliminate all rights to
claim/receive settlement compensation, as you will be bound by the terms of a release.




                                                                                                49
                                SCHEDULE “C”: OPT OUT FORM

                  CASH STORE/INSTALOANS SETTLEMENT OPT-OUT FORM


I do not want to participate in the following class actions:

(     )      Bodnar et al. v. The Cash Store et al., Supreme Court of British Columbia,
Vancouver Registry No. S041348; or

(     )      Wournell v. 1152919 Alberta Ltd. dba Instaloans, Supreme Court of British
Columbia, Vancouver Registry No. S081994; or

(         )           both above noted actions.

I understand that if I complete this form I will not benefit from the settlement agreement
negotiated in the actions from which I am opting out, and, to the extent that I may wish to
pursue a claim against any of the Defendants, I will need to pursue my claim individually.

________________________________________
Print Name

________________________________________
Sign Name

Date of Birth: ______________,_____,__________
                  Month      Day          Year

_______________________________________
Address

____________, British Columbia
City

______________
Postal Code

Dated: ______________              _____,    __________
              Month                 Day           Year

This document must be delivered (in person, by mail, courier, fax or E-mail) to Hordo & Bennett
by no later than [Insert Date].

Cash Store Opt-Out Administrator
Hordo & Bennett
1801 – 808 Nelson Street
Vancouver, B.C. V6Z 2H2
Fax: (604) 682-7872
cashstore@classcounsel.ca



                                                                            K:\3270\3270P\PLEA0243.DOC
            SCHEDULE “D”: VOUCHER REDEMPTION PROCEDURE

                                        VOUCHER REDEMPTION PROCEDURE

Vouchers are non-transferrable and can be redeemed for cash or services, in accordance with the procedures outlined below.
Vouchers are being issued in $20 denominations, or in lower amounts as required to complete each Settlement Class Member’s
Voucher entitlement;

To Redeem this Voucher for Cash:

VOUCHERS ARE NONTRANSFERABLE AND CAN ONLY BE REDEEMED FOR CASH BETWEEN <DATE> AND
<DATE> Vouchers submitted BEFORE or AFTER this time period will NOT be eligible for redemption for cash.

    1.        If you wish to redeem Vouchers issued in your name for an equivalent amount of cash, you must, between <> and
              <>:

              a.   Drop the Vouchers off at any Cash Store or Instaloans Location, in which case a receipt of delivery will be
                   provided to you; or

              b.   Deliver the Vouchers to:      The Cash Store / Instaloans
                                                 BC Class Action Settlement Administrator
                                                 17631 – 103 Avenue
                                                 Edmonton, AB T5S 1N8

    2.        Cheques will be mailed to the address noted on the front of the Voucher within 60 days from receipt of the
              Voucher. No cash will be provided at the Cash Store or Instaloans stores;

    3.        In the event that you wish to have the Voucher mailed to a different address, you must complete the Address
              Change Box on the front of the Voucher and either (a) present government issued photo identification for
              verification if dropping the Voucher off at a Cash Store or Instaloans location, or (b) send a copy of government
              issued photo identification to the Settlement Administrator with your Voucher(s). If you fail to include a copy of
              your identification, the Settlement Administrator will contact you and arrange for personal pick up of your cheque
              at a same-city Cash Store or Instaloans location, at which time your identification will be verified by a customer
              service representative; and

    4.        You are responsible for ensuring that the Voucher is delivered to a Cash Store / Instaloans location or to the
              Settlement Administrator between <> and <>. If redeeming by mail, we recommend you use registered mail and
              copies of the documents sent for your records. In the event of a dispute, the Settlement Administrator may request
              a copy of your delivery confirmation.


To Redeem this Voucher for Services:

    1.        Vouchers are non-transferrable and can be redeemed for any services offered at any Cash Store Location or
              Instaloans upon presentation of the Voucher and government-issued photo identification to verify the identity of
              the person redeeming the Voucher; and

    2.        Each Voucher can only be used once, but can be used for multiple services purchased at the same time. With the
              exception of redemption between <> and <> according to the procedures above, Vouchers have no cash value and
              no change or credit will be provided in the event that the services redeemed cost less than the Voucher
              denomination.

________________________________________________________________________________________________

                                          VOUCHER REDEMPTION RECEIPT

Number of Voucher:                     Claimant Name:

This Voucher was Redeemed for Services / Delivered for delivery to Settlement Administrator and redemption for cash on
___________________________ at Cash Store / Instaloans location ________.

Redemption / Delivery Acknowledged by Cash Store / Instaloans Employee Number:

Redemption / Delivery Acknowledged by Settlement Class Member:



                                                                                                        K:\3270\3270P\PLEA0243.DOC
                        SCHEDULE “E”: FORM OF VOUCHER



                                                   BRITISH COLUMBIA CLASS ACTION SETTLEMENT                           XXXXX
             17631 – 103 Avenue
          Edmonton, Alberta, T5S 1N8


    ISSUED            TWENTY DOLLARS ($20.00)
                                                        I want my cash refund mailed to the following address:
                                                                      (see reverse for identification requirement)
    TO THE           JOHN DOE                           -------------------------------------------
    ORDER            123 ANYWHERE STREET
    OF               VANCOUVER, BC
                                                        -------------------------------------------
                     V5Z 2K2

                                                        -------------------------------------------

                                                        My Phone Number is:


                                                        ------------------------------------------


       DEFERRED CASH PAYMENT OR SERVICES VOUCHER

      This Deferred Cash Payment or Services Voucher can be redeemed for cash
      between [date] and [date] by following the procedure set on the reverse of this
      Voucher. Alternatively, this Voucher can be used for any service offered at any
      Instaloans or The Cash Store location.

                                       NON-TRANSFERABLE
                                                                                          THE CASH STORE – INSTALOANS

                                                                          PER____________________________________



                                                                          PER____________________________________

                         BRITISH COLUMBIA CLASS ACTION SETTLEMENT
  ------------------------------------------------- ----------------------------------------
THE CASH STORE – INSTALOANS            Please Detach before Redeeming by Mail
                                                                                                                       XXXXX

         ISSUED                 TWENTY DOLLARS ($20.00)

         TO THE                 JOHN DOE
         ORDER                  123 ANYWHERE STREET
         OF
                                VANCOUVER, BC
                                V5Z 2K2


                                       (Actual Size 8 ½ x 11)



                                                                                                             K:\3270\3270P\PLEA0243.DOC
                       SECOND FURTHER AMENDING AGREEMENT
                           Dated for Reference February 16, 2011




                        British Columbia Class Action Settlement Claim Form
Please fill in the information below and submit this form by mail or fax to the address/fax number in the
notice on the reverse side no later than <Claims Deadline>. You must also attach a copy of the same
identification document (driver’s license, passport, status card, healthcare card, military ID) you
provided to The Cash Store or to Instaloans at the time you applied for a loan, or the current
replacement of that document. If you do not do that:

          (a)        you should attach another type of identification document, and your claim may be
                     accepted if the Settlement Administrator is satisfied that you are the same person who
                     took the Class Loan for which a Claim is being made; or

          (b)        the Settlement Administrator will tell you what form of identification you provided when
                     you applied for a loan from The Cash Store or Instaloans, and you will need to provide a
                     copy of that document or its current replacement to the Settlement Administrator.

Last name: _____________________ First name: __________________________

Birth Date (MMDDYY): _________

Mailing Address:

           No. and Street: _______________________________ Apt.: _______________

          City/Town: __________________ Province: _________ Postal Code: ________

          Email: ______________________

Cash Store or Instaloans locations where payday loans arranged (if known):
_____________________________________________________________________

Customer No(s), if known (see loan receipts):__________________________________

Loan No(s), if known (see loan receipts): ____________________________________


To the extent that you have any documentation regarding your loan(s), we encourage you to attach
same to facilitate and expedite the processing of your claim. Such information is not, however,
required in order to make a claim.

 Yes                          I believe that there is a notation on my credit report concerning a loan that is
                               presently owed to the Cash Store or Instaloans. If that loan is satisfied by my
(Please Check if Applicable)
                               refund entitlement under this settlement, I hereby request that a letter be
                               provided to the Credit Reporting Agencies advising that the notation should be



                                                                                                         PLEA0243
removed as the information is inaccurate.




                                            54
      SCHEDULE “G1” NO BROKERAGE FEES - NO ENTITLEMENT




      The Cash Store Financial Services Inc.
      17631 -103 Ave.
      Edmonton, AB, Canada T68 1N8
      Phone: (780) 408-5110 Fax (780) 408-6122
      TSX: CSF

                                                                                    March 8, 2011
John Smith
123 Anywhere Street
Vancouver, BC
V6Z 2H2

Re:    Cash Store/Instaloans British Columbia Class Action Settlement
Dear [name],
In October we mailed a letter in the BC Class Action Settlement, entitled "Notice of Entitlement
Letter to Members". Unfortunately, after the letters had been sent it came to our attention that the
amount of the refunds had been calculated incorrectly and some claimants had been missed.
Over the last months, we have been working with Hordo & Bennett (the lawyers for the class
members) and Epiq Systems (an independent claims process review company appointed by the
Court) to correct the issues. This letter is being sent to explain how your refund has been
calculated. This letter replaces the “Notice of Entitlement Letter to Members" you may have
received.
Unfortunately, our records indicate that you did not pay any Qualifying Broker Fees and are
therefore not entitled to a refund under the terms of the settlement. Qualifying Broker Fees do
not include:
            1. fees paid after October 31, 2009;
            2. fees paid in connection with loans that were not fully repaid or repaid more than
               157 days late; or
            3. fees paid outside BC if the borrower is not a BC resident.
For more details, please go to www.paydayloanclassaction.com, where a complete copy of the
Settlement Agreement and the Order approving the settlement are available for review.
If you believe that an error has been made, please complete the online Appeal Form at
www.paydayloanclassaction.com by April 3, 2011. If you do not have access to the internet,
please call (604) 639-3688. No Appeal will be accepted after that date.
Sincerely
Cash Store Financial




                                                                                                 55
                  SCHEDULE “G2” ENTITLEMENT – NO SETOFF




      The Cash Store Financial Services Inc.
      17631 -103 Ave.
      Edmonton, AB, Canada T68 1N8
      Phone: (780) 408-5110 Fax (780) 408-6122
      TSX: CSF


                                                                                    March 8, 2011
John Smith
123 Anywhere Street
Vancouver, BC
V6Z 2H2


Re:    Cash Store/Instaloans British Columbia Class Action Settlement
Dear [name],
In October we mailed a letter in the BC Class Action Settlement, entitled "Notice of Entitlement
Letter to Members". Unfortunately, after the letters had been sent it came to our attention that the
amount of the refunds had been calculated incorrectly and some claimants had been missed.
Over the last months, we have been working with Hordo & Bennett (the lawyers for the class
members) and Epiq Systems (an independent claims process review company appointed by the
Court) to correct the issues. This letter is being sent to explain how your refund has been
calculated. This letter replaces the “Notice of Entitlement Letter to Members" you may have
received.
HOW MUCH IS MY REFUND?
You will receive a refund of [amount], which will be mailed by no later than May 1, 2011. This
will include a [amount] cheque and [amount] in cash redeemable vouchers. These vouchers can
be redeemed for cash between January 1, 2014 and June 30, 2014. Alternatively, the vouchers
can be used for services at any Cash Store location.
HOW WAS MY REFUND CALCULATED?
Our records show that you paid [amount] in qualifying Broker Fees. You are also entitled to an
additional [amount], which is interest calculated at 3.5% per annum, compounded semiannually,
on those qualifying Broker Fees. Broker Fees paid in connection with loans that were borrowed
after October 31, 2009 do not qualify for a refund under the settlement.
Of that amount, [amount] has been paid to Hordo & Bennett as your contribution to the Court
approved legal expenses and [amount] has been paid to The Cash Store towards an unpaid loan
you obtained prior to October 31, 2009. These approved legal expenses include the legal fees



                                                                                             PLEA0243
paid to Hordo & Bennett, the costs incurred in prosecuting the action, and taxes. [amount] is
your refund after the deduction of approved legal expenses.
Details on how the approved legal expenses were calculated can be found in the Settlement
Agreement, which is available at www.paydayloanclassaction.com.
COULD THE AMOUNT OF MY REFUND CHANGE AGAIN?
We do not expect your refund to change. However, if any adjustments are made to the
entitlement of other class members through the Appeal Process, then your actual entitlement may
slightly vary from the amount set out above.
If the amount of the actual entitlement is less than the amount set out in this letter, we will
provide an explanation of the adjustment in the letter which will accompany your refund cheque
which we expect to send to you by no later than May 1, 2011.
WHAT IF I BELIEVE THAT MY REFUND IS STILL WRONG?
If you believe that an error has been made, please complete the online Appeal Form at
www.paydayloanclassaction.com by April 3, 2011. If you do not have access to the internet,
please call (604) 639-3688. No Appeal will be accepted after that date.
Sincerely
Cash Store Financial




                                                                                            57
             SCHEDULE “G3” ENTITLEMENT – PARTIAL SETOFF




      The Cash Store Financial Services Inc.
      17631 -103 Ave.
      Edmonton, AB, Canada T68 1N8
      Phone: (780) 408-5110 Fax (780) 408-6122
      TSX: CSF


                                                                                    March 8, 2011
John Smith
123 Anywhere Street
Vancouver, BC
V6Z 2H2


Re:    Cash Store/Instaloans British Columbia Class Action Settlement
Dear [name],
In October we mailed a letter in the BC Class Action Settlement, entitled "Notice of Entitlement
Letter to Members". Unfortunately, after the letters had been sent it came to our attention that the
amount of the refunds had been calculated incorrectly and some claimants had been missed.
Over the last months, we have been working with Hordo & Bennett (the lawyers for the class
members) and Epiq Systems (an independent claims process review company appointed by the
Court) to correct the issues. This letter is being sent to explain how your refund has been
calculated. This letter replaces the “Notice of Entitlement Letter to Members" you may have
received.
HOW MUCH IS MY REFUND?
You will receive a refund of [amount], which will be mailed by no later than May 1, 2011. This
will include a [amount] cheque and [amount] in cash redeemable vouchers. These vouchers can
be redeemed for cash between January 1, 2014 and June 30, 2014. Alternatively, the vouchers
can be used for services at any Cash Store location.
HOW WAS MY REFUND CALCULATED?
Our records show that you paid [amount] in qualifying Broker Fees. You are also entitled to an
additional [amount], which is interest calculated at 3.5% per annum, compounded semiannually,
on those qualifying Broker Fees. Broker Fees paid in connection with loans that were borrowed
after October 31, 2009 do not qualify for a refund under the settlement.
Of that amount, [amount] has been paid to Hordo & Bennett as your contribution to the Court
approved legal expenses and [amount] has been paid to The Cash Store towards an unpaid loan
you obtained prior to October 31, 2009. These approved legal expenses include the legal fees



                                                                                             PLEA0243
paid to Hordo & Bennett, the costs incurred in prosecuting the action, and taxes. [amount] is
your refund after the deduction of approved legal expenses.
Details on how the approved legal expenses were calculated can be found in the Settlement
Agreement, which is available at www.paydayloanclassaction.com.
COULD THE AMOUNT OF MY REFUND CHANGE AGAIN?
We do not expect your refund to change. However, if any adjustments are made to the
entitlement of other class members through the Appeal Process, then your actual entitlement may
slightly vary from the amount set out above.
If the amount of the actual entitlement is less than the amount set out in this letter, we will
provide an explanation of the adjustment in the letter which will accompany your refund cheque
which we expect to send to you by no later than May 1, 2011.
WHAT IF I BELIEVE THAT MY REFUND IS STILL WRONG?
If you believe that an error has been made, please complete the online Appeal Form at
www.paydayloanclassaction.com by April 3, 2011. If you do not have access to the internet,
please call (604) 639-3688. No Appeal will be accepted after that date.
Sincerely
Cash Store Financial




                                                                                            59
          SCHEDULE “G4” ENTITLEMENT – COMPLETE SETOFF




      The Cash Store Financial Services Inc.
      17631 -103 Ave.
      Edmonton, AB, Canada T68 1N8
      Phone: (780) 408-5110 Fax (780) 408-6122
      TSX: CSF


                                                                                    March 8, 2011
John Smith
123 Anywhere Street
Vancouver, BC
V6Z 2H2


Re:    Cash Store/Instaloans British Columbia Class Action Settlement
Dear [name],
In October we mailed a letter in the BC Class Action Settlement, entitled "Notice of Entitlement
Letter to Members". Unfortunately, after the letters had been sent it came to our attention that the
amount of the refunds had been calculated incorrectly and some claimants had been missed.
Over the last months, we have been working with Hordo & Bennett (the lawyers for the class
members) and Epiq Systems (an independent claims process review company appointed by the
Court) to correct the issues. This letter is being sent to explain how your refund has been
calculated. This letter replaces the “Notice of Entitlement Letter to Members" you may have
received.
HOW MUCH IS MY REFUND?
Your entire refund has been paid to The Cash Store towards unpaid loan(s). You will not receive
any further payment under this settlement.
HOW WAS MY REFUND CALCULATED?
Our records show that you paid [amount] in qualifying Broker Fees. You are also entitled to an
additional [amount], which is interest calculated at 3.5% per annum, compounded semiannually,
on those qualifying Broker Fees. Broker Fees paid in connection with loans that were borrowed
after October 31, 2009 do not qualify for a refund under the settlement.
Of that amount, [amount] has been paid to Hordo & Bennett as your contribution to the Court
approved legal expenses and [amount] has been paid to The Cash Store towards an unpaid loan
you obtained prior to October 31, 2009. These approved legal expenses include the legal fees
paid to Hordo & Bennett, the costs incurred in prosecuting the action, and taxes.




                                                                                             PLEA0243
Details on how the approved legal expenses were calculated can be found in the Settlement
Agreement, which is available at www.paydayloanclassaction.com.
COULD THE AMOUNT OF MY REFUND CHANGE AGAIN?
We do not expect your refund to change.
WHAT IF I BELIEVE THAT MY REFUND IS STILL WRONG?
If you believe that an error has been made, please complete the online Appeal Form at
www.paydayloanclassaction.com by April 3, 2011. If you do not have access to the internet,
please call (604) 639-3688. No Appeal will be accepted after that date.
Sincerely
Cash Store Financial




                                                                                       61
             SCHEDULE “G5” ENTITLEMENT – CREDIT APPLIED
                               (Partial)




      The Cash Store Financial Services Inc.
      17631 -103 Ave.
      Edmonton, AB, Canada T68 1N8
      Phone: (780) 408-5110 Fax (780) 408-6122
      TSX: CSF


                                                                                    March 8, 2011
John Smith
123 Anywhere Street
Vancouver, BC
V6Z 2H2


Re:    Cash Store/Instaloans British Columbia Class Action Settlement
Dear [name],
In October we mailed a letter in the BC Class Action Settlement, entitled "Notice of Entitlement
Letter to Members". Unfortunately, after the letters had been sent it came to our attention that the
amount of the refunds had been calculated incorrectly and some claimants had been missed.
Over the last months, we have been working with Hordo & Bennett (the lawyers for the class
members) and Epiq Systems (an independent claims process review company appointed by the
Court) to correct the issues. This letter is being sent to explain how your refund has been
calculated. This letter replaces the “Notice of Entitlement Letter to Members" you may have
received.
HOW MUCH IS MY REFUND?
You will receive a refund of [amount], which will be mailed by no later than May 1, 2011. This
will include a [amount] cheque and [amount] in cash redeemable vouchers. These vouchers can
be redeemed for cash between January 1, 2014 and June 30, 2014. Alternatively, the vouchers
can be used for services at any Cash Store location.
HOW WAS MY REFUND CALCULATED?
Our records show that you paid [amount] in qualifying Broker Fees. You are also entitled to an
additional [amount], which is interest calculated at 3.5% per annum, compounded semiannually,
on those qualifying Broker Fees. Broker Fees paid in connection with loans that were borrowed
after October 31, 2009 do not qualify for a refund under the settlement.
Of that amount, [amount] has been paid to Hordo & Bennett as your contribution to the Court
approved legal expenses, [amount] has been paid to The Cash Store towards a loan you obtained
on [date], and [amount] has been paid to The Cash Store towards an unpaid loan you obtained


                                                                                             PLEA0243
prior to October 31, 2009. These approved legal expenses include the legal fees paid to Hordo &
Bennett, the costs incurred in prosecuting the action, and taxes. [amount] is your refund after
those deductions.
Details on how the approved legal expenses were calculated can be found in the Settlement
Agreement, which is available at www.paydayloanclassaction.com.
COULD THE AMOUNT OF MY REFUND CHANGE AGAIN?
We do not expect your refund to change.
WHAT IF I BELIEVE THAT MY REFUND IS STILL WRONG?
If you believe that an error has been made, please complete the online Appeal Form at
www.paydayloanclassaction.com by April 3, 2011. If you do not have access to the internet,
please call (604) 639-3688. No Appeal will be accepted after that date.
Sincerely
Cash Store Financial




                                                                                            63
                                             (complete)




       The Cash Store Financial Services Inc.
       17631 -103 Ave.
       Edmonton, AB, Canada T68 1N8
       Phone: (780) 408-5110 Fax (780) 408-6122
       TSX: CSF


                                                                           March 8, 2011
John Smith
123 Anywhere Street
Vancouver, BC
V6Z 2H2


Re:       Cash Store/Instaloans British Columbia Class Action Settlement
Dear [name],
In October we mailed a letter in the BC Class Action Settlement, entitled "Notice of
Entitlement Letter to Members". Unfortunately, after the letters had been sent it came to
our attention that the amount of the refunds had been calculated incorrectly and some
claimants had been missed. Over the last months, we have been working with Hordo &
Bennett (the lawyers for the class members) and Epiq Systems (an independent claims
process review company appointed by the Court) to correct the issues. This letter is being
sent to explain how your refund has been calculated. This letter replaces the “Notice of
Entitlement Letter to Members" you may have received.
HOW MUCH IS MY REFUND?
Your entire refund has been paid to The Cash Store towards unpaid loan(s). You will not
receive any further payment under this settlement.
HOW WAS MY REFUND CALCULATED?
Our records show that you paid [amount] in qualifying Broker Fees. You are also entitled
to an additional [amount], which is interest calculated at 3.5% per annum, compounded
semiannually, on those qualifying Broker Fees. Broker Fees paid in connection with
loans that were borrowed after October 31, 2009 do not qualify for a refund under the
settlement.
Of that amount, [amount] has been paid to Hordo & Bennett as your contribution to the
Court approved legal expenses, [amount] has been paid to The Cash Store towards a loan
you obtained on [date], and [amount] has been paid to The Cash Store towards an unpaid
loan you obtained prior to October 31, 2009. These approved legal expenses include the

K:\3270\3270P\PLEA0243.DOC
legal fees paid to Hordo & Bennett, the costs incurred in prosecuting the action, and
taxes.
Details on how the approved legal expenses were calculated can be found in the
Settlement Agreement, which is available at www.paydayloanclassaction.com.
COULD THE AMOUNT OF MY REFUND CHANGE AGAIN?
We do not expect your refund to change.
WHAT IF I BELIEVE THAT MY REFUND IS STILL WRONG?
If you believe that an error has been made, please complete the online Appeal Form at
www.paydayloanclassaction.com by April 3, 2011. If you do not have access to the
internet, please call (604) 639-3688. No Appeal will be accepted after that date.


Sincerely
Cash Store Financial




                                                                                  65
                             SCHEDULE “H”: APPEAL FORM

                                   APPEAL FORM
                                     To be Created.




K:\3270\3270P\PLEA0243.DOC
                             SCHEDULE “I”: PAYMENT LETTER

                                      To be Created.




K:\3270\3270P\PLEA0243.DOC

				
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