DFG HOLDINGS INC
EXHIBIT 10.25
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>hldgsecuredpromissorynote.txt
<DESCRIPTION>EXHIBIT 10.25
<TEXT>
                             SECURED PROMISSORY NOTE



$4,308,570.36                                                  December 18, 1998



         FOR VALUE RECEIVED, the undersigned, Jeffrey Weiss, an individual whose
primary residence is at 1436 Lancaster Avenue, Berwyn,  Pennsylvania  ("Maker"),
hereby  promises  to  pay  to  the  order  of DFG  Holdings,  Inc.,  a  Delaware
corporation ("Payee";  Payee and any subsequent holder(s) hereof are hereinafter
referred to collectively as "Holder"),  at such place as Holder may designate to
Maker in writing from time to time,  in lawful money of the United  States,  the
principal sum of Four Million Three Hundred and Eight  Thousand Five Hundred and
Seventy  Dollars and Thirty Six Cents  ($4,308,570.36),  plus accrued and unpaid
interest.

         The outstanding  principal balance hereof, will accrue interest monthly
at the rate of six percent  (6%) per year,  and shall be due and payable in full
on December 18, 2004 (the "Maturity Date"),  subject to acceleration as provided
below.

         The  indebtedness  and  other  obligations  evidenced  by this Note are
secured by the  collateral  set forth in the Pledge  Agreement,  dated as of the
date hereof, by and between Maker and Payee (the "Pledge Agreement"). Except for
rights against the Pledged Collateral as set forth in the Pledge Agreement,  the
indebtedness  and other  obligations  evidenced by this Note are non-recourse to
Maker personally.

         This Note may be  prepaid,  in whole or in part,  by the Maker,  at any
time and from time to time, without penalty.

         Time is of the  essence of this  Note.  It is hereby  expressly  agreed
that,  subject  to the other  provisions  of this  Note,  in the  event  that an
Acceleration Event (as hereinafter defined) occurs and is continuing, the entire
outstanding principal balance of the indebtedness evidenced hereby, plus accrued
and unpaid interest, shall, at the option of Holder and upon notice of Maker, at
once become due and payable and may be collected  forthwith,  regardless  of the
stipulated Maturity Date.

         "Acceleration  Event"  means each and all of the  following:  (a) Maker
defaults in any obligation  provided in this Note, which default remains uncured
for ten (10) days  following the giving of notice to Maker by Holder  specifying
such default in reasonable detail; (b) Maker defaults in any obligation provided
in the Pledge  Agreement,  which default remains uncured following the giving of
any applicable notice and cure period as set forth in the Pledge Agreement;  (c)
other  than in the  manner as  described  in Section  2.8.3(i)  of that  certain
Amended and Restated Stockholders Agreement, dated the date hereof, by and among
Payee,  Maker and certain other  stockholders  of Payee parties  thereto,  Maker
<PAGE>
sells or otherwise  transfers the collateral  securing or otherwise  relating to
the indebtedness evidenced hereby, whether or not such sale or other transfer is
permitted by the terms of any  stockholders  or other  agreements to which Maker
and  Dollar  Financial  Group,  Inc.  ("DFG")  and/or  Payee,  are or may become
parties;  (d) Maker defaults in any obligation  provided in any other instrument
or document now or hereafter  evidencing,  securing or otherwise relating to the
indebtedness  evidenced  hereby  (subject  to  any  applicable  notice  or  cure
provisions  set  forth  therein);  (e)  Maker  files a  bankruptcy  petition,  a
bankruptcy   petition  is  filed  against  Maker  (and  such  petition   remains
undischarged for 60 days thereafter),  Maker makes a general  assignment for the
benefit  of  creditors  or Maker  admits in  writing  its  inability  to pay its
obligations as they become due; (f) a receiver or similar  official is appointed
for any of Maker's  assets or  business;  or (g) Maker's  employment  with Payee
(including  any  successor  entity)  is  terminated,  or Maker  dies or  becomes
disabled;  provided,  however,  in the event of a termination  of Maker by Payee
and/or  DFG not for  cause  (as  such  term is  defined  in  Maker's  employment
agreement  with  Payee,  if any) or the  death  or  disability  of  Maker,  such
Acceleration Event shall be reasonably held in abeyance (not to exceed 150 days)
if  Maker or his  legal  representative  requires  such  additional  150 days to
liquidate the collateral  subject to the Pledge  Agreement in order to repay the
indebtedness under this Note.


         In the  event  this Note is  placed  in the  hands of an  attorney  for
collection,  or if Holder  incurs any costs  incident to the  collection  of the
indebtedness  evidenced hereby, Maker agrees to pay to Holder an amount equal to
all such costs,  including without  limitation all actual reasonable  attorney's
fees and all court costs.

         Presentment for payment,  demand, protest and notice of demand, protest
and nonpayment are hereby waived by Maker and all other parties hereto,  if any.
No failure to accelerate the indebtedness  evidenced hereby by reason of default
hereunder or other indulgences granted from time to time shall be construed as a
novation  of this Note or as a waiver of such  right of  acceleration  or of the
right of Holder  thereafter to insist upon strict  compliance  with the terms of
this Note or to prevent the exercise of such right of  acceleration or any other
right granted  hereunder or by applicable laws. No extension of time for payment
of the  indebtedness  evidenced  hereby made by agreement with any person now or
hereafter liable for payment of the indebtedness evidenced hereby, shall operate
to release, discharge,  modify, change or affect the original liability of Maker
hereunder or that of any other person now or hereafter liable for payment of the
indebtedness  evidenced hereby, either in whole or in part, unless Holder agrees
otherwise  in  writing.  This  Note may not be  changed  orally,  but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought.

         Upon the occurrence of any Acceleration  Event as set forth herein,  at
the option of Holder and upon notice to Maker, the entire outstanding  principal
balance,  plus  accrued  and  unpaid  interest  thereon,   shall  bear  interest
thereafter  until paid at an annual  rate equal to the lesser of (i) ten percent
(10%)  or (ii)  the  maximum  rate  of  interest  allowed  to be  charged  under
applicable  law (the  "Maximum  Rate").  No other  interest  will be  payable in
respect of the indebtedness as evidenced hereby.
<PAGE>
All agreements herein made are expressly limited so that in no event whatsoever,
whether by reason of advancement of proceeds hereof, acceleration of maturity of
the unpaid balance hereof or otherwise, shall the amount paid or agreed to be
paid to Holder for the use of the money advanced or to be advanced hereunder
exceed the Maximum Rate. If, from any circumstances whatsoever, the fulfillment
of any provision of this Note or any other agreement of instrument now or
hereafter evidencing, or in any way relating to the indebtedness evidenced
hereby shall involve the payment of interest in excess of the Maximum Rate, then
ipso facto, the obligation to pay interest hereunder shall be reduced to the
Maximum Rate. This provision shall control every other provision in any and all
other agreements and instruments existing or hereafter arising between Maker and
holder with respect to the indebtedness evidenced hereby.

As used herein, the terms "Maker" and "Holder" shall be deemed to include their
respective successors, legal representatives and assigns, whether by voluntary
action of the parties or by operation of law.

         Maker may not assign any of his rights or obligations under this Note
without the express prior written consent of Holder. Holder may assign this Note
or any of the rights and obligations herein at its sole discretion.

         This Note is intended as a contract under and shall be construed and
enforceable in accordance with the laws of the Commonwealth of Pennsylvania.



                                              MAKER:


                                                /s/ Jeffrey A. Weiss
                                                -----------------------------


</TEXT>
</DOCUMENT>
