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Exhibit 10.29(a)    
    



	 	 	January     , 2005





GS
Mezzanine Partners, L.P.

GS Mezzanine Partners Offshore L.P.

Stone Street Fund 1998, L.P.

Bridge Street Fund 1998, L.P.

Ares Leveraged Investment Fund, L.P.

Ares Leveraged Investment Fund II, L.P.

Jeffrey Weiss 



	

Re:	
 	

Amendment No. 3 to Stockholders Agreement






Ladies
and Gentlemen: 


        Reference
is hereby made to that certain Amendment No. 3 to Second Amended and Restated Stockholders Agreement dated as of July 6, 2004, by and among Dollar Financial Corp.
(formerly DFG Holdings, Inc.), a Delaware corporation (the "Company"), Green Equity Investors II, L.P., a Delaware
limited partnership, Stone Street Fund 1998, L.P., a Delaware limited partnership, Bridge Street Fund 1998, L.P., a Delaware limited partnership, GS Mezzanine Partners, L.P., a Delaware limited
partnership, GS Mezzanine Partners Offshore, L.P., an exempt Cayman Islands limited partnership, Ares Leveraged Investment Fund, L.P., a Delaware limited partnership, Ares Leveraged Investment Fund
II, L.P., a Delaware limited partnership, Jeffrey Weiss (the "Amendment").


        The
Company and, by acknowledging this letter as set forth below, each of the other parties hereto, hereby agrees that the outside date for consummation of an underwritten primary
registered offering set forth in Section 5 of the Amendment is hereby extended to August 15, 2005 and that, notwithstanding any other provision therein to the contrary, the Amendment
shall remain in full force and effect until it becomes null and void, if at all, on such date. 


        Please
acknowledge your agreement with the terms of this letter by executing and returning a copy of this letter (by both fax and U.S. mail) to: 



Michael
Kaplan

Irell & Manella LLP

1800 Avenue of the Stars, Suite 900 

Los Angeles, CA 90067

Fax: (310) 282-5797 



	 	 	Sincerely,
	

 	
 	

DOLLAR FINANCIAL CORP.
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Donald Gayhardt

President











	Acknowledged and agreed to:	 	 
	

GREEN EQUITY INVESTORS II, L.P.	
 	

 
	

By:	
 	

Grand Avenue Capital Partners, L.P.

Its: General Partner	
 	

 
	

By:	
 	

Grand Avenue Capital Corporation

Its: General Partner	
 	

 
	

By:	
 	

 	
 	

 
	 	 	
 Name: Jonathan Seiffer

Title: Partner	 	 











	GS MEZZANINE PARTNERS, L.P.	 	 
	

By:	
 	

GS Mezzanine Advisors, L.L.C.

Its: General Partner	
 	

 
	

By:	
 	

 	
 	

 
	 	 	
 Name:

Title:	 	 
	

GS MEZZANINE PARTNERS OFFSHORE, L.P.	
 	

 
	

By:	
 	

GS Mezzanine Advisors, L.L.C.,

Its: General Partner	
 	

 
	

By:	
 	

 	
 	

 
	 	 	
 Name:

Title:	 	 
	

STONE STREET FUND, 1998, L.P.	
 	

 
	

By:	
 	

Stone Street 1998, L.L.C.

Its: General Partner	
 	

 
	

By:	
 	

 	
 	

 
	 	 	
 Name:

Title:	 	 
	

BRIDGE STREET FUND 1998, L.P.	
 	

 
	

By:	
 	

Stone Street 1998, L.L.C.

Its: General Partner	
 	

 
	

By:	
 	

 	
 	

 
	 	 	
 Name:

Title:	 	 











	ARES LEVERAGED INVESTMENT FUND, L.P.	 	 
	

By:	
 	

Ares Management, L.P.	
 	

 
	

By:	
 	

Ares Operating Member, L.L.C.

Its: General Partner	
 	

 
	

By:	
 	

 	
 	

 
	 	 	
 Name:

Title:	 	 
	

ARES LEVERAGED INVESTMENT FUND II, L.P.	
 	

 
	

By:	
 	

Ares Management II, L.P.	
 	

 
	

By:	
 	

Ares Operating Member II, L.L.C.

Its: General Partner	
 	

 
	

By:	
 	

 	
 	

 
	 	 	
 Name:

Title:	 	 





	

 Jeffrey Weiss	
 	

 













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Exhibit 10.29(a)