0000893220-05-001735 Sample Contracts

SUPPLEMENTAL INDENTURE
Supplemental Indenture • July 28th, 2005 • We the People USA Inc • Functions related to depository banking, nec • New York

SUPPLEMENTAL INDENTURE (this “supplemental indenture”), dated as of December 21, 2004 between DFG Canada, Inc., a Delaware corporation (the “Guarantor”), a direct subsidiary of Dollar Financial Group, Inc. (or its successor), a New York corporation (the “Company”), and U.S. Bank National Association, as trustee under the indenture referred to below (the “Trustee”).

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MASTER REAFFIRMATION AGREEMENT
Master Reaffirmation Agreement • July 28th, 2005 • We the People USA Inc • Functions related to depository banking, nec • New York

THIS MASTER REAFFIRMATION AGREEMENT (this “Reaffirmation”) is made and dated as of the 8th day of July, 2005, by and among each of the undersigned Existing Guarantors and Existing Foreign Subsidiaries (as such terms and all other capitalized terms used herein are defined in the Credit Agreement referred to below), DOLLAR FINANCIAL GROUP, INC. (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent to the Lenders from time to time party to the Credit Agreement (in such capacity, the “Administrative Agent”).

PURCHASE AGREEMENT
Intercreditor Agreement • July 28th, 2005 • We the People USA Inc • Functions related to depository banking, nec • Texas
EMPLOYMENT AGREEMENT
Employment Agreement • July 28th, 2005 • We the People USA Inc • Functions related to depository banking, nec • Pennsylvania

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 7, 2005 (the “Effective Date”), by and among DOLLAR FINANCIAL CORP., a Delaware corporation (“Dollar”), WTP ACQUISITION CORP., a Delaware corporation (“WTP,” and together with Dollar, “Employer”) and IRA DISTENFIELD, who resides at 940 Via Tranquila, Santa Barbara, California 93110 (“Executive”).

REAFFIRMATION OF INTERCREDITOR AGREEMENT
Reaffirmation of Intercreditor Agreement • July 28th, 2005 • We the People USA Inc • Functions related to depository banking, nec • New York

THIS REAFFIRMATION OF INTERCREDITOR AGREEMENT (the “Reaffirmation”) is made and dated as of the 8th day of July, 2005, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as that term and capitalized terms used herein are defined in the Intercreditor Agreement referred to below) under the Credit Facility Documents, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Noteholder Trustee”) for the holders of the Notes under the Noteholder Documents.

FORM OF GUARANTY
Form of Guaranty • July 28th, 2005 • We the People USA Inc • Functions related to depository banking, nec • California
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