Letter Agreement Confirmation



 EXHIBIT 10.13 
  
 January 19, 2000 
  

			
	 Mr. Don Early
	  	 Mr. Gregory L. Smith

	 4105 West 66th Street
	  	 2513 West 102nd Street

	 Prairie Village, Kansas 66208
	  	 Leawood, Kansas 66206


  
 Dear Don and Gregg: 
  
 This letter is to confirm the Company’s agreement with each of you to
amend Section 6.2 of the Stockholders Agreement dated as of October 16, 1999, among QC Holdings, Inc. and each of the stockholders of the Company (the “Stockholders Agreement”). Capitalized terms used herein and not otherwise defined have
the meanings given those terms in the Stockholders Agreement. 
  
 Section 6.2 of the Stockholders Agreement is amended as follows: 
  
 1. Upon the death of Don Early, the Company will as soon as thereafter as practicable and in no event within five business days after receipt of any life insurance proceeds from policies maintained in accordance with
Section 6.1, purchase from Don Early’s estate that number of Shares equal to $9,000,000 divided by the per-Share purchase price specified below. The purchase obligation of the Company is $9,000,000, even though the amount of life insurance
maintained by the Company in accordance with Section 6.1 may be as low as $5,000,000. The Company continues to maintain life insurance in the amount of $5,000,000 on the life of Don Early. 
  
 2. The purchase obligation of the Company with respect to Gregory L. Smith is
unchanged. The Company continues to maintain life insurance in the amount of $2,000,000 on the life of Gregory L. Smith in accordance with Section 6.1 of the Stockholders Agreement. 
  
 3. The purchase price per Share for any Shares purchased in accordance with Section 6.2 will be equal to the most recent
price at which the Company has issued any Shares of Common Stock in any arms-length transaction. We and you acknowledge that the purchase price per Share as of the date hereof is $20.09 (after giving effect to the 100-for-1 stock split effected
since the date of the Stockholders Agreement). The Company and each of you will in good faith re-evaluate the purchase price per Share as of December 31, 2002, and annually thereafter if there have been no arms-length sales of Shares of Common Stock
in accordance with the foregoing. 
  
 4. Each of you agree for
yourself, your heirs, estate and assigns to sell the number of Shares specified above to the Company upon your death. 
  









 Mr. Don Early 
 Mr. Gregory
L. Smith 
 January 19, 2000 
 Page 2 
  
 Except as expressly set forth above, the terms of the Stockholders Agreement
remains in full force and effect. Please acknowledge your agreement with the foregoing changes to the Stockholders Agreement by signing the enclosed copy of this letter and returning it to the Company. 
  

			
	 Very truly yours,

	
	 QC HOLDINGS, INC.

		
	By:	 	 /s/ Mary Lou Andersen

	 	 	 Mary Lou Andersen,
 Vice President



  

			
	 AGREED AND ACCEPTED:

		
	By:	 	 /s/ Don Early

	 	 	 Don Early



  

			
	 DATED: January 19, 2000.

		
	By:	 	 /s/ Gregory L. Smith

	 	 	 Gregory L. Smith



  

			
	 DATED: January 19, 2000.



  









 CONSENT 
  
 The following Stockholders of QC Holdings, Inc. consent to the foregoing letter agreement amendment dated January 19, 2000, to the Stockholders Agreement
dated October 16, 1999: 
  

					
	CAHILL, WARNOCK STRATEGIC PARTNERS FUND, L.P.
	By:	 	 CAHILL WARNOCK STRATEGIC PARTNERS, L.P.,
 its
General Partner

		
	By:	 	/s/    David L. Warnock        
	 	 	 Name:
	 	 David L. Warnock

	 	 	 Title:
	 	 a General Partner



  

					
	STRATEGIC ASSOCIATES, L.P.
	By:	 	 CAHILL, WARNOCK & COMPANY, LLC,
 its
General Partner

		
	By:	 	/s/    David L. Warnock        
	 	 	 Name:
	 	 David L. Warnock

	 	 	 Title:
	 	 Managing Member



  

	
	
	/s/    James R. Seward        
	 James R. Seward



  

	
	
	/s/    Mary Lou Andersen        
	 Mary Lou Andersen



  

	
	
	/s/    Darrin J. Andersen        
	 Darrin J. Andersen



  

	
	
	/s/    Richard M. Wright, Jr.        
	 Richard M. Wright, Jr.



  

	
	
	/s/    Brian Elvin        
	 R. Brian Elvin



  

	
	
	/s/    Cathy S. Tharp        
	 Cathy S. Tharp