Exhibit 10.2


                             DOLLAR FINANCIAL CORP.
                             STOCK OPTION AGREEMENT


     THIS STOCK OPTION  AGREEMENT  (together with the attached grant notice (the
"Grant  Notice"),  the  "Agreement") is made and entered into as of the date set
forth on the Grant  Notice by and between  Dollar  Financial  Corp.,  a Delaware
corporation  (the  "Company"),  and the individual (the "Optionee") set forth on
the Grant Notice.

     A. Pursuant to the Dollar  Financial  Corp.  2005 Stock Incentive Plan (the
"Plan"),  the  Administrator has determined that it is to the advantage and best
interest  of the  Company  to grant to  Optionee  an option  (the  "Option")  to
purchase the number of shares of the Common  Stock of the Company (the  "Shares"
or the "Option  Shares") set forth on the Grant  Notice,  at the exercise  price
determined  as  provided  herein,  and in all  respects  subject  to the  terms,
definitions  and  provisions  of the  Plan,  which  is  incorporated  herein  by
reference.

     B.  Unless  otherwise  defined  herein,  capitalized  terms  used  in  this
Agreement shall have the meanings set forth in the Plan.

     NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the Optionee and the Company hereby agree as follows:

1.   Grant and Terms of Stock.

     1.1 Grant of Option.  Pursuant to the Grant Notice, the Company has granted
to the  Optionee  the right and  option to  purchase,  subject  to the terms and
conditions  set  forth in the Plan  and this  Agreement,  all or any part of the
number of Shares  set forth on the Grant  Notice at a  purchase  price per Share
equal to the  exercise  price per Share  set forth on the Grant  Notice.  If the
Grant Notice  indicates  (under "Type of Option")  that this Option is an "ISO",
then this Option is intended  by the  Company  and  Optionee to be an  Incentive
Stock  Option.  However,  if the Grant  Notice  indicates  that this Option is a
"NQSO",  then this Option is not intended to be an Incentive Stock Option and is
instead intended to be a Nonqualified Stock Option.

     1.2 Vesting and  Exercisability.  Subject to the provisions of the Plan and
the other  provisions  of this  Agreement,  this  Option  shall  vest and become
exercisable  in  accordance  with the  schedule  set forth in the Grant  Notice.
Notwithstanding  the  foregoing,  in the  event  of  termination  of  Optionee's
Continuous Status as an Employee, Director or Consultant for any reason, with or
without Cause,  including as a result of death or Disability,  this Option shall
immediately cease vesting.

     1.3 Term of Option.  No portion of this Option may be  exercised  more than
ten  years  from the date of this  Agreement.  In the  event of  termination  of
Optionee's  Continuous  Status as an Employee,  Director or  Consultant  for any
reason,  the portion of this Option that is not vested and exercisable as of the
date of termination shall be immediately cancelled and terminated.  In addition,
the  portion of this  Option  that is vested and  exercisable  as of the date of
termination  of  Optionee's  Continuous  Status  as  an  Employee,  Director  or
Consultant shall terminate and be cancelled on the earlier of (i) the expiration
of the ten year period set forth in the first  sentence of this  Section 1.3, or
(ii) 90 days after  termination of Optionee's  Continuous Status as an Employee,
Director or Consultant  (or 12 months in the case of  termination as a result of
Optionee's  Disability or death);  provided,  however, if Optionee's  Continuous
Status as an Employee,  Director or  Consultant is  terminated  for Cause,  this
entire  Option  shall  be  cancelled  and  terminated  as of the  date  of  such
termination and shall no longer be exercisable as to any Shares,  whether or not
previously vested.

2.   Method of Exercise.

     2.1 Delivery of Notice of Exercise.  This Option  shall be  exercisable  by
written  notice in the form  attached  hereto as Exhibit A which shall state the
election to exercise this Option,  the number of Shares in respect of which this
Option is being exercised,  and such other  representations  and agreements with
respect  to such  Shares  as may be  required  by the  Company  pursuant  to the
provisions of this  Agreement and the Plan.  Such written notice shall be signed
by Optionee (or by Optionee's  beneficiary or other person  entitled to exercise
this  Option  in the  event of  Optionee's  death  under  the Plan) and shall be
delivered in person or by certified  mail to the  Secretary of the Company.  The
written  notice  shall be  accompanied  by payment of the exercise  price.  This
Option shall not be deemed  exercised  until the Company  receives  such written
notice  accompanied  by the exercise  price and any other  applicable  terms and
conditions of this Agreement are satisfied. This Option may not be exercised for
a fraction of a Share.

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     2.2  Restrictions  on  Exercise.  No Shares will be issued  pursuant to the
exercise of this Option  unless and until there shall have been full  compliance
with all  applicable  requirements  of the  Securities  Act of 1933,  as amended
(whether  by  registration  or  satisfaction  of  exemption   conditions),   all
Applicable  Laws,  and  all  applicable  listing  requirements  of any  national
securities  exchange or other  market  system on which the Common  Stock is then
listed.  As a condition to the exercise of this Option,  the Company may require
Optionee  to make any  representation  and  warranty  to the  Company  as may be
necessary or appropriate,  in the judgment of the Administrator,  to comply with
any Applicable Law.

     2.3 Method of Payment.  Payment of the exercise price shall be made in full
at the time of exercise in cash or by check payable to the order of the Company,
or,  subject in each case to the advance  approval of the  Administrator  in its
sole  discretion,  by  delivery  of  shares  of Common  Stock  already  owned by
Optionee,  by delivery of a full  recourse  promissory  note made by Optionee in
favor of the Company or by any  combination of the foregoing or by delivery of a
properly executed  exercise notice together with any other  documentation as the
Administrator  and the Optionee's  broker,  if applicable,  require to effect an
exercise of the Option and delivery to the Company of the  proceeds  required to
pay the  exercise  price.  Shares of Common  Stock used to satisfy the  exercise
price of this Option  shall be valued at their Fair Market Value  determined  on
the date of exercise (or if such date is not a business  day, as of the close of
the  business  day   immediately   preceding  such  date).   In  addition,   the
Administrator  may impose such other  conditions in connection with the delivery
of shares of Common  Stock in  satisfaction  of the  exercise  price as it deems
appropriate in its sole discretion,  including without  limitation a requirement
that the shares of Common Stock  delivered  have been held by the Optionee for a
specified period of time. Any promissory note delivered pursuant to this Section
2.3 shall  have  terms and  provisions  (including,  without  limitation,  those
relating to the maturity date, payment schedule and interest rate) as determined
by the  Administrator  in its sole  discretion,  shall be  secured by the Shares
acquired  and  shall  comply  with  all  Applicable  Laws  (including,   without
limitation, state and federal margin requirements)

     2.4 Notice of Disqualifying  Disposition of Incentive Stock Option. If this
Option is an Incentive Stock Option and the Optionee sells or otherwise disposes
of any of the Shares  acquired  upon  exercise  of this  Option on or before the
later of (i) two years after the date of grant,  or (ii) one year after the date
such Shares were acquired,  the Optionee shall immediately notify the Company in
writing of such  disposition.  The Optionee agrees that he or she may be subject
to income tax  withholding by the Company on the taxable income  recognized as a
result of such  disposition  and that the Optionee  shall be required to satisfy
such withholding  obligations  either by making a payment to the Company in cash
or by withholding from current earnings of the Optionee.

3.   Non-Transferability of Option.

     This Option may not be transferred in any manner  otherwise than by will or
by the laws of descent or distribution or to a beneficiary  designated  pursuant
to the Plan,  and may be  exercised  during the  lifetime  of  Optionee  only by
Optionee.  Subject to all of the other terms and  conditions of this  Agreement,
following the death of Optionee, this Option may, to the extent it is vested and
exercisable  by Optionee in accordance  with its terms on the date of death,  be
exercised by Optionee's  beneficiary  or other person  entitled to exercise this
Option in the event of  Optionee's  death  under the Plan.  Notwithstanding  the
first  sentence of this  Section 3, (i) if this Option is a  Nonqualified  Stock
Option,  this Option may be assigned pursuant to a qualified  domestic relations
order as defined by the Code,  and  exercised  by the spouse of the Optionee who
obtained such Option pursuant to such qualified  domestic  relations  order, and
(ii) if Optionee  is an  executive  officer,  this  Option may be  assigned,  in
connection  with the  Optionee's  estate plan,  in whole or in part,  during the
Optionee's lifetime to one or more members of the Optionee's immediate family or
to a trust  established  exclusively  for one or more of such  immediate  family
members.  Rights  under the  assigned  portion may be exercised by the person or
persons  who  acquire a  proprietary  interest  in such  Option  pursuant to the
assignment.  The terms  applicable to the assigned  portion shall be the same as
those in effect for the Option  immediately  before such assignment and shall be
set forth in such documents  issued to the assignee as the  Administrator  deems
appropriate.  For purposes of this Section 3, the term "immediate  family" means
an individual's spouse, children, stepchildren, grandchildren and parents.

4.   Market StandOff.

     The Optionee  agrees not to sell,  make any short sale of, loan,  grant any
option for the purchase of, or otherwise dispose of (including by means of sales
pursuant to Rule 144) any shares of Common Stock, or any securities  convertible
into or exchangeable or exercisable for Common Stock,  during the 180-day period
beginning on the effective  date of the  registration  statement for the Initial
Public Offering and during the 90-day period  beginning on the effective date of
the registration  statement for any other underwritten  offering (except as part
of such  underwritten  registration),  unless the managing  underwriters for the
registered public offering otherwise agree.

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5.   General.

     5.1 Governing Law. This Agreement  shall be governed by and construed under
the laws of the  state  of  Delaware  applicable  to  agreements  made and to be
performed  entirely  in  Delaware,  without  regard  to  the  conflicts  of  law
provisions of Delaware or any other jurisdiction.

     5.2 Notices. Any notice required or permitted under this Agreement shall be
given in writing  by  express  courier  or by  postage  prepaid,  United  States
registered or certified mail, return receipt requested, to the address set forth
below or to such other  address  for a party as that party may  designate  by 10
days advance written notice to the other parties. Notice shall be effective upon
the earlier of receipt or 3 days after the mailing of such notice.

         If to the Company:         Dollar Financial Corp.
                                    1436 Lancaster Ave.
                                    Berwyn, Pennsylvania  19312-1288
                                    Attention: President

         If to Optionee, at the address set forth on the Grant Notice.

     5.3  Community  Property.  Without  prejudice  to the actual  rights of the
spouses as between each other, for all purposes of this Agreement,  the Optionee
shall be treated as agent and attorney-in-fact for that interest held or claimed
by his or her spouse with  respect to this Option and the parties  hereto  shall
act in all matters as if the Optionee  was the sole owner of this  Option.  This
appointment is coupled with an interest and is irrevocable.

     5.4 Modifications.  This Agreement may be amended, altered or modified only
by a writing signed by each of the parties hereto.

     5.5  Application  to Other  Stock.  In the event any  capital  stock of the
Company or any other corporation shall be distributed on, with respect to, or in
exchange  for  shares  of  Common  Stock  as  a  stock  dividend,  stock  split,
reclassification   or   recapitalization   in  connection  with  any  merger  or
reorganization or otherwise, all restrictions,  rights and obligations set forth
in this  Agreement  shall apply with respect to such other  capital stock to the
same extent as they are, or would have been applicable,  to the Option Shares on
or with respect to which such other capital stock was distributed.

     5.6 Additional Documents.  Each party agrees to execute any and all further
documents  and  writings,  and to perform  such other  actions,  which may be or
become reasonably necessary or expedient to be made effective and carry out this
Agreement.

     5.7 No Third-Party Benefits. Except as otherwise expressly provided in this
Agreement, none of the provisions of this Agreement shall be for the benefit of,
or enforceable by, any third-party beneficiary.

     5.8 Successors and Assigns. Except as provided herein to the contrary, this
Agreement  shall be binding upon and inure to the benefit of the parties,  their
respective successors and permitted assigns.

     5.9 No  Assignment.  Except as otherwise  provided in this  Agreement,  the
Optionee  may not assign  any of his,  her or its  rights  under this  Agreement
without the prior written consent of the Company,  which consent may be withheld
in its sole  discretion.  The Company shall be permitted to assign its rights or
obligations  under this  Agreement,  but no such  assignment  shall  release the
Company of any obligations pursuant to this Agreement.

     5.10  Severability.   The  validity,  legality  or  enforceability  of  the
remainder  of this  Agreement  shall not be affected  even if one or more of the
provisions  of  this  Agreement  shall  be  held  to  be  invalid,   illegal  or
unenforceable in any respect.

     5.11 Equitable Relief.  The Optionee  acknowledges  that, in the event of a
threatened or actual breach of any of the provisions of this Agreement,  damages
alone will be an  inadequate  remedy,  and such  breach  will cause the  Company
great,  immediate and irreparable injury and damage.  Accordingly,  the Optionee
agrees that the Company  shall be entitled  to  injunctive  and other  equitable
relief,  and that such relief  shall be in addition  to, and not in lieu of, any
remedies it may have at law or under this Agreement.

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     5.12 Arbitration.

          5.12.1 General. Any controversy, dispute, or claim between the parties
     to this Agreement,  including any claim arising out of, in connection with,
     or in relation to the formation,  interpretation,  performance or breach of
     this Agreement shall be settled exclusively by arbitration, before a single
     arbitrator,  in  accordance  with  this  section  5.12  and the  then  most
     applicable rules of the American Arbitration Association. Judgment upon any
     award  rendered  by the  arbitrator  may be entered by any state or federal
     court having jurisdiction  thereof.  Such arbitration shall be administered
     by the American Arbitration Association. Arbitration shall be the exclusive
     remedy  for  determining  any  such  dispute,  regardless  of  its  nature.
     Notwithstanding  the foregoing,  either party may in an appropriate  matter
     apply to a court for provisional relief,  including a temporary restraining
     order or a  preliminary  injunction,  on the ground that the award to which
     the applicant may be entitled in  arbitration  may be rendered  ineffectual
     without  provisional   relief.   Unless  mutually  agreed  by  the  parties
     otherwise,  any arbitration  shall take place in the City of  Philadelphia,
     Pennsylvania.

          5.12.2 Selection of Arbitrator. In the event the parties are unable to
     agree upon an arbitrator, the parties shall select a single arbitrator from
     a list  of nine  arbitrators  drawn  by the  parties  at  random  from  the
     "Independent"  (or "Gold Card") list of retired judges or, at the option of
     Optionee,  from a list of nine persons  (which  shall be retired  judges or
     corporate or litigation attorneys experienced in stock options and buy-sell
     agreements) provided by the office of the American Arbitration  Association
     having  jurisdiction over  Philadelphia,  Pennsylvania.  If the parties are
     unable to agree upon an arbitrator from the list so drawn, then the parties
     shall each strike names alternately from the list, with the first to strike
     being  determined  by lot.  After  each  party has used four  strikes,  the
     remaining  name on the list  shall be the  arbitrator.  If such  person  is
     unable to serve for any reason, the parties shall repeat this process until
     an arbitrator is selected.

          5.12.3   Applicability  of  Arbitration;   Remedial  Authority.   This
     agreement  to resolve any disputes by binding  arbitration  shall extend to
     claims against any parent, subsidiary or affiliate of each party, and, when
     acting within such capacity, any officer, director,  shareholder,  employee
     or agent of each party, or of any of the above,  and shall apply as well to
     claims  arising out of state and federal  statutes and local  ordinances as
     well as to claims  arising  under the common law. In the event of a dispute
     subject to this  paragraph  the parties  shall be  entitled  to  reasonable
     discovery  subject  to the  discretion  of  the  arbitrator.  The  remedial
     authority  of the  arbitrator  (which  shall  include  the  right  to grant
     injunctive or other equitable  relief) shall be the same as, but no greater
     than, would be the remedial power of a court having  jurisdiction  over the
     parties  and their  dispute.  The  arbitrator  shall,  upon an  appropriate
     motion,  dismiss  any claim  without  an  evidentiary  hearing if the party
     bringing the motion  establishes that he or it would be entitled to summary
     judgment if the matter had been pursued in court  litigation.  In the event
     of a conflict  between the  applicable  rules of the  American  Arbitration
     Association and these procedures,  the provisions of these procedures shall
     govern.

          5.12.4  Fees and  Costs.  Any filing or  administrative  fees shall be
     borne initially by the party requesting  arbitration.  The Company shall be
     responsible for the costs and fees of the arbitration,  unless the Optionee
     wishes to contribute (up to 50%) of the costs and fees of the  arbitration.
     Notwithstanding the foregoing, the prevailing party in such arbitration, as
     determined  by the  arbitrator,  and  in any  enforcement  or  other  court
     proceedings,  shall  be  entitled,  to the  extent  permitted  by  law,  to
     reimbursement  from the other party for all of the prevailing party's costs
     (including but not limited to the arbitrator's compensation), expenses, and
     attorneys' fees.

          5.12.5 Award Final and Binding.  The arbitrator  shall render an award
     and written  opinion,  and the award  shall be final and  binding  upon the
     parties. If any of the provisions of this paragraph,  or of this Agreement,
     are  determined to be unlawful or otherwise  unenforceable,  in whole or in
     part, such determination  shall not affect the validity of the remainder of
     this  Agreement,  and  this  Agreement  shall  be  reformed  to the  extent
     necessary to carry out its provisions to the greatest  extent  possible and
     to  insure  that the  resolution  of all  conflicts  between  the  parties,
     including  those  arising  out of  statutory  claims,  shall be resolved by
     neutral,  binding arbitration.  If a court should find that the arbitration
     provisions of this Agreement are not absolutely  binding,  then the parties
     intend  any  arbitration  decision  and  award  to be fully  admissible  in
     evidence in any  subsequent  action,  given  great  weight by any finder of
     fact, and treated as determinative to the maximum extent permitted by law.

          5.13  Headings.  The section  headings in this  Agreement are inserted
     only as a matter of  convenience,  and in no way define,  limit,  extend or
     interpret the scope of this Agreement or of any particular section.

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          5.14 Number and Gender.  Throughout this Agreement, as the context may
     require,  (a) the  masculine  gender  includes  the feminine and the neuter
     gender includes the masculine and the feminine;  (b) the singular tense and
     number  includes the plural,  and the plural tense and number  includes the
     singular;  (c) the past tense  includes the present,  and the present tense
     includes the past;  (d)  references to parties,  sections,  paragraphs  and
     exhibits mean the parties, sections, paragraphs and exhibits of and to this
     Agreement;  and (e) periods of days,  weeks or months mean  calendar  days,
     weeks or months.

          5.15  Counterparts.  This Agreement may be executed  simultaneously in
     two or more  counterparts,  each of which shall be deemed an original,  but
     all of which together shall constitute one and the same instrument.

          5.16 Complete Agreement. The Grant Notice, this Agreement and the Plan
     constitute the parties' entire agreement with respect to the subject matter
     hereof  and  supersede   all   agreements,   representations,   warranties,
     statements,  promises and  understandings,  whether  oral or written,  with
     respect to the subject matter hereof.

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                                    EXHIBIT A
                       NOTICE OF EXERCISE OF STOCK OPTION


Dollar Financial Corp.
1436 Lancaster Ave.
Berwyn, Pennsylvania  19312-1288
Attn: President

Ladies and Gentlemen:

         The undersigned hereby elects to exercise the option indicated below:

Option Grant Date: ____________________
Type of Option: Incentive Stock Option / Nonqualified Stock Option
Number of Shares Being Exercised:  ____________
Exercise Price Per Share: _________________
Total Exercise Price: $_____________
Method of Payment: ______________

         Enclosed herewith is payment in full of the total exercise price and a
copy of the Grant Notice.

         My exact name, current address and social security number for purposes
of the stock certificates to be issued and the shareholder list of the Company
are:

                  Name:_______________________________

                  Address:_____________________________

                          _____________________________


                  Social Security Number:________________


                                   Sincerely,




Dated:_________________                              ___________________________
                                                     (Optionee's Signature)








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