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Exhibit 10.29(b)    
    



	 	 	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. 2 to Stockholders Agreement






Ladies
and Gentlemen: 


        Reference
is hereby made to that certain Amendment No. 2 to Second Amended and Restated Stockholders Agreement dated as of April 14, 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 clause (ii) in Section 1 of the Amendment regarding
Paragraph 4.3.2(a) shall hereafter read "(ii) second, Registrable Shares held by Jeffrey Weiss in such amount as the Company selects in its sole discretion, provided, that the Company
shall not include more than 121,875 shares pursuant to this clause (ii)". 


        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(b)