Amendment No. 3 to Second Amended and Restated Stockholders Agreement by and among Dollar Financial Corp. and Certain Investors (January 2005)

Exhibit 10.29(a)

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

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)  ###-###-####

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Exhibit 10.29(a)