EMPLOYMENT AGREEMENT



                  THIS AGREEMENT is made as of the 16th day of March 1999, by

and between NICHOLAS FINANCIAL, INC., a British Columbia, Canada corporation

(the "Company"), and PETER L. VOSOTAS (the Employee).



                              W I T N E S S E T H:



                  WHEREAS, the Company desires to assure itself of the

Employee's continued employment in an Employee capacity;



                  WHEREAS, the Company recognizes that circumstances may arise

in which a change in control of the Company occurs, through acquisition or

otherwise, thereby causing uncertainty about the Employee's future employment

with the Company without regard to the Employee's competence or past

contributions, which uncertainty may result in the loss of valuable services of

the Employee to the detriment of the Company and its shareholders, and the

Company and the Employee wish to provide reasonable security to the Employee

against changes in the Employee's relationship with the Company in the event of

any such change in control;



                  WHEREAS, the Company and the Employee are desirous that any

proposal for a change in control or acquisition of the Company will be

considered by the Employee objectively and with reference only to the best

interests of the Company and its shareholders;



                  WHEREAS, the Employee will be in a better position to consider

the Company's best interests if the Employee is afforded reasonable security, as

provided in this Agreement, against altered conditions of employment which could

result from any such change in control or acquisition; and



                  WHEREAS, the Employee desires to be employed by the Company on

the terms and conditions hereinafter set forth.



                  NOW, THEREFORE, in consideration of the mutual covenants and

agreements of the parties contained herein, and other good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged, the

parties hereto covenant and agree as follows:



                  1.       EMPLOYMENT AND DUTIES. Subject to the terms and

conditions of this Agreement, the Company agrees to employ the Employee, and the

Employee hereby agrees to serve the Company, as President & CEO. Peter L.

Vostotas shall report directly to Board of Directors and shall render to the

Company such management [and policy-making] services of the type customarily

performed by persons serving in similar capacities with other employers that are

similar to the Company, together with such other duties with which he is charged

by the Company's By-laws and subject to the overall direction and control of the

Company's Board of Directors. The Employee accepts such employment and agrees to

devote his best efforts and substantially all of his business time, skill, labor

and attention to the performance of such duties. The Employee agrees not to

engage in or be concerned with any other commercial duties or pursuits during

the Term (as hereinafter defined) of this Agreement; provided, however, that the

Employee may be involved in a passive capacity in a non-competitive business

subject to the prior written approval of the Company's Board of Directors.

Furthermore, the Employee shall assume and competently perform such reasonable

responsibilities and duties as may be assigned to him from time to time by the

Board of Directors of the Company. To the extent that the Company shall have any

parent, subsidiary, affiliated corporations, partnerships, or joint venture

(collectively "Related Entities"), the Employee shall perform such duties to

promote these entities and their respective interests to the same extent as the

interests of the Company without additional compensation. At all times, Employee

agrees







that he has read and will abide by, and prospectively will read and abide by,

any employee handbook, policy, or practice that the Company or Related Entities

has or hereafter adopts with respect to its employees generally.



                  2.       TERM. Subject to the terms and conditions of this

Agreement, including but not limited to the provisions for termination set forth

in Section 5 hereof, the employment of the Employee under this Agreement shall

commence on the date hereof and shall continue through and including the close

of business on the 1st anniversary of the date hereof (the "Initial Term");

provided, however, that this Agreement shall renew automatically on the

anniversary of such termination date for successive 2-year terms (the Initial

Term, as well as any such renewal (s) thereof, shall be referred to herein as

the "Term") unless the Company provides to the Employee, at least sixty (60)

days prior to the expiration of the Initial Term or any renewal Term, written

notification that it intends not to renew this Agreement; and, provided,

further, that this Agreement may be terminated in accordance with Section 5

hereof (with the exception of the obligations of the parties hereunder that

shall survive any such termination).



                  3.       COMPENSATION.



                           (a) Annual Base Salary and Bonus. As compensation for

his services under this Agreement, the Employee shall receive, and the Company

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