Ezcorp Inc – ‘10-K405’ for 9/30/98

As of:  Tuesday, 12/22/98   ·   For:  9/30/98   ·   Accession #:  876523-98-8   ·   File #:  0-19424

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [x] Reg. S-K Item 405               168    897K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      5K 

10-K405   —   Annual Report — [x] Reg. S-K Item 405
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SECURITIES AND EXCHANGE COMMISSION                    
WASHINGTON, DC  20549                   
FORM 10-K                   

(Mark One)                                                                      
[x]                                                         
ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d)  OF          
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]          

For the fiscal year ended September 30, 1998                                    
OR                    

[ ]                                                         
TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d)          
OF  THE  SECURITIES EXCHANGE ACT OF 1934  [NO  FEE          
REQUIRED]                                                   

For   the   transition   period   from   ______________   to                    
_____________                                                                   

Commission File Number 0-19424                    
_______________________________                   
EZCORP, INC.                    
(Exact name of registrant as specified in its charter)                    

Delaware                        74-2540145      
(State or other jurisdiction of          (IRS Employer                
incorporation or organization)       Identification No.)              

1901 Capital Parkway                                                  
Austin, Texas                                78746                    
(Address of principal executive offices)(Zip code)                    

Registrant's telephone number, including area code: (512)314-3400               
____________________________________                    

Securities Registered Pursuant to Section 12(b) of the Act:                   

None                    

Securities Registered Pursuant to Section 12(g) of the Act:                   

           Name of Each Exchange
Title of Each Class                on Which Registered                          
Class A Non-voting Common Stock   The Nasdaq Stock Market                       
$.01 par value per share                                                        

Indicate by check mark whether the registrant (1)  has              
filed  all  reports required to be filed by  Section  13  or                    
15(d)  of  the  Securities Exchange Act of 1934  during  the                    
preceding  12  months (or for such shorter period  that  the                    
registrant was required to file such reports), and  (2)  has                    
been  subject to such filing requirements for  the  past  90                    
days.  Yes X No__                                                               

Indicate  by  check mark if disclosures of  delinquent              
filers  pursuant  to  Item  405 of  Regulation  S-K  is  not                    
contained herein, and will not be contained, to the best  of                    
registrant's  knowledge, in definitive proxy or  information                    
statements  incorporated by reference in Part  III  of  this                    
Form 10-K or any amendment to this Form 10-K.  [   ]                            

The  only class of voting securities of the registrant              
issued  and outstanding is the Class B Voting Common  Stock,                    
par  value  $.01 per share, 100% of which is  owned  by  one                    
record holder who is an affiliate of the registrant.   There                    
is  no  trading market for the Class B Voting Common  Stock.                    
The  aggregate market value of the Class A Non-voting Common                    
Stock  held  by  non-affiliates  of  the  registrant  as  of                    
December  1, 1998, based on the closing price on The  Nasdaq                    
Stock Market on such date, was $84 million.                                     

As  of  December  1, 1998, 10,811,541  shares  of  the              
registrant's Class A Non-Voting Common Stock, par value $.01                    
per  share and 1,190,057 shares of the registrant's Class  B                    
Voting   Common  Stock,  par  value  $.01  per  share   were                    
outstanding.                                                                    

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EZCORP, INC.                    
YEAR ENDED SEPTEMBER 30, 1998                   
INDEX TO FORM 10-K                    

Item                                               Page                         
No.                                               No.                         

INTRODUCTION                    

PART I.                   

1.   Business                                         2                         
2.   Properties                                      13                         
3.   Legal Proceedings                               15                         
4.   Submission of Matters to a Vote of                                         
Security Holders                                16                    

PART II.                    

5.   Market for Registrant's Common Equity and Related                          
Stockholder Matters                             16                    
6.   Selected Financial Data                         16                         
7.   Management's Discussion and Analysis of Financial                          
Condition and Results of Operations             18                    
7A.  Qualitative and Quantitative Disclosures About                             
Market Risk                                     22                    
8.   Financial Statements and Supplementary Data     23                         
9.   Changes in and Disagreements with Accountants on                           
Accounting and Financial Disclosure             41                    

PART III.                   

10.  Directors and Executive Officers of the                                    
Registrant                                      41                    
11.  Executive Compensation                          43                         
12.  Security Ownership of Certain Beneficial Owners and                        
Management                                      48                    
13.  Certain Relationships and Related Party                                    
Transactions                                    49                    

PART IV.                    

14.  Financial Statement Schedules, Exhibits, and                               
Reports on Forms 8-K                            50                    

SIGNATURES                    

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PART I                    
Item 1. Business                                                                

EZCORP, Inc. (the "Company") is a Delaware corporation;               
its  principal executive offices are located at 1901 Capital                    
Parkway,  Austin, Texas  78746, and its telephone number  is                    
(512)  314-3400.  As used herein, the Company  includes  the                    
subsidiaries listed in Exhibit 22.1.                                            

The discussion in this section of this report contains              
forward-looking   statements   that   involve   risks    and                    
uncertainties.   The Company's actual results  could  differ                    
materially from those discussed herein.  Factors that  could                    
cause or contribute to such differences include, but are not                    
limited  to,  those  discussed in  this  section  and  those                    
discussed elsewhere in this report.                                             

General                                                                         
The  Company  is  primarily engaged  in  establishing,              
acquiring,   and  operating  pawnshops  which  function   as                    
convenient  sources of consumer credit and as value-oriented                    
specialty   retailers   of   primarily   previously    owned                    
merchandise. Through its lending function, the Company makes                    
relatively  small, non-recourse loans secured by pledges  of                    
tangible personal property. The Company contracts for a pawn                    
service  charge  to compensate it for each pawn  loan.  Pawn                    
service charges, which generally range from 12% to 300%  per                    
annum,  are  calculated  based  on  the  dollar  amount  and                    
duration of the loan and accounted for approximately 43%  of                    
the Company's revenues for the year ended September 30, 1998                    
("Fiscal  1998"). In Fiscal 1998, approximately 78%  of  the                    
loans  made  by  the Company were redeemed in full  together                    
with  the payment of the pawn service charge or were renewed                    
or  extended through the payment of the pawn service charge.                    
In  most states in which the Company operates, collateral is                    
held  one  month with a 60 day extension period after  which                    
such collateral is forfeited for resale.                                        

As  of  December  1,  1998, the Company  operated  300              
locations:  171 in Texas, 24 in Colorado, 23 in Indiana,  20                    
in Oklahoma, 13 in Alabama, 12 in Florida, 10 in Georgia,  8                    
in  Tennessee,  6  in  California,  3  in  Louisiana,  3  in                    
Mississippi,  3  in Nevada, 3 in North Carolina,  and  1  in                    
Arkansas.   The  Company  intends  to  expand  through   the                    
establishment or acquisition of stores primarily in existing                    
markets  to  form efficient regional clusters.  The  Company                    
intends  to  expand in states with regulatory,  competitive,                    
and  demographic  characteristics  conducive  to  successful                    
pawnshop operation.                                                             

The pawnshop industry in the United States is a large,              
highly   fragmented,  and  growing  industry.  The  industry                    
consists  of  over  10,000  pawnshops  owned  primarily   by                    
independent  operators  who  typically  own  one  to   three                    
locations.                                                                      

Lending Activities                                                              
The  Company is primarily engaged in the  business  of              
making pawn loans, which typically are relatively small, non-                   
recourse  loans  secured  by pledges  of  tangible  personal                    
property.  As  of  September  30,  1998,  the  Company   had                    
approximately  700,000  loans outstanding,  representing  an                    
aggregate  principal balance of $49.6 million.  The  Company                    
contracts for a pawn service charge to compensate it  for  a                    
pawn  loan.  A  majority of the Company's  outstanding  pawn                    
loans are in an amount that permits pawn service charges  of                    
20%  per  month  or  240% per annum. For Fiscal  1998,  pawn                    
service  charges  accounted for  approximately  43%  of  the                    
Company's total revenues.                                                       

Collateral  for the Company's pawn loans  consists  of              
tangible  personal  property,  generally  jewelry,  consumer                    
electronics,  tools, firearms, and musical instruments.  The                    
Company  does  not  investigate the  creditworthiness  of  a                    
borrower,  but relies on the estimated resale value  of  the                    
pledged   property,   the  perceived  probability   of   its                    
redemption, and the estimated time required to sell the item                    
as  a  basis  for its credit decision. The amount  that  the                    
Company is willing to lend generally ranges from 20% to  65%                    
of  the  pledged property's estimated resale value depending                    
on  an  evaluation  of these factors. The  sources  for  the                    
Company's  determination of the resale value  of  collateral                    
are  numerous and include catalogues, blue books,  newspaper                    
advertisements, and previous sales of similar merchandise.                      

The  pledged property is held through the term of  the              
loan,  which in Texas is one month with an automatic  60-day                    
grace  period, unless repaid or renewed earlier. The Company                    
seeks to maintain a redemption rate of between                                  

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70%  and 80%, and in each of the Company's last three fiscal                    
periods,  it  achieved  this targeted redemption  rate.  The                    
redemption rate is maintained through loan policy and proper                    
implementation  of  such policy at the  store  level.  If  a                    
borrower  does  not  repay, extend  or  renew  a  loan,  the                    
collateral  is  forfeited to the Company  and  then  becomes                    
inventory available for sale in the Company's pawnshops. The                    
Company  does not record loan losses or charge-offs  because                    
the  principal amount of an unpaid loan and any accrued pawn                    
service  charges become the carrying cost of  the  forfeited                    
collateral,  which  is recorded as the Company's  inventory.                    
The  Company  evaluates  the  salability  of  inventory  and                    
provides  an allowance for valuation of inventory, based  on                    
the  type  of merchandise, recent sales trends and  margins,                    
and the age of merchandise.                                                     

The table below shows the dollar amount of loans made,              
loans  repaid,  loans forfeited and loans acquired  for  the                    
Company for the fiscal years ended September 30, 1996, 1997,                    
and 1998:                                                                       

                Fiscal    Years    Ended
               September 30,
               1996       1997      1998
               -------------------------
               (dollars in millions)

Loans  made                $  151.4  $  170.4   $ 180.9               
Loans   repaid               (105.7)   (108.9)   (114.4)              
Loans   forfeited             (50.8)    (53.3)    (60.3)              
Loans  acquired                   -         -       0.6               
             ---------------------------
Net increase (decrease) in                                            
pawn loans outstanding at                                             
the end of the year        $   (5.1) $    8.2   $   6.8               
             ===========================
The  realization of gross profit on sales of inventory              
primarily depends on the Company's initial assessment of the                    
property's  estimated resale value. Improper  assessment  of                    
the  resale value of the collateral in the lending  function                    
can  result  in  reduced marketability of the  property  and                    
resale  of the property for an amount less than the carrying                    
cost   of   the   property.   Jewelry,   which   constitutes                    
approximately 60% of the principal amount of items  pledged,                    
can  be  evaluated primarily based on weight, carat content,                    
and  value  of  gemstones, if any. The  other  items  pawned                    
typically  consist of consumer electronics, tools, firearms,                    
and musical instruments.                                                        

At  the  time a pawn transaction is made, a pawn  loan              
agreement,  commonly  referred  to  as  a  pawn  ticket,  is                    
delivered  to  the  borrower.  It sets  forth,  among  other                    
things,  the  name  and  address of  the  pawnshop  and  the                    
borrower,  the  borrower's identification  number  from  his                    
driver's  license, military identification or other official                    
number,  the  date  of  the  loan,  an  identification   and                    
description  of  the  pledged  goods  (including  applicable                    
serial  numbers)  the  amount  financed,  the  pawn  service                    
charge, the maturity date of the loan, the total amount that                    
must  be  paid  to redeem the pledged goods on the  maturity                    
date, and the annual percentage rate.                                           

Of  the  Company's 300 locations in  operation  as  of              
December  1,  1998,  171  were  stores  located  in   Texas.                    
Accordingly,  Texas  pawnshop  laws  govern  most   of   the                    
Company's  operations.  In Texas,  pawnshop  operations  are                    
regulated  by  the State of Texas Office of Consumer  Credit                    
Commissioner  in accordance with Chapter 371  of  the  Texas                    
Finance Code, commonly known as the Texas Pawnshop Act  (the                    
"Pawnshop Act"). See "Regulation."                                              

The  maximum  allowable  pawn  service  charges   for             
stratified loan amounts made in the State of Texas  are  set                    
in  accordance  with  Texas  law  under  the  Pawnshop  Act.                    
Historically,  the  maximum allowable pawn  service  charges                    
under  Texas  law have not changed; however, the  stratified                    
loan  amounts  have been adjusted upward by nominal  amounts                    
each  year. The maximum allowable pawn service charges under                    
the Pawnshop Act for the various stratified loan amounts for                    
the  year beginning July 1, 1997, and ending June 30,  1998,                    
and for the year beginning July 1, 1998, and ending June 30,                    
1999, are as follows:                                                           

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Schedule of Applicable Loan Service Charges for Texas                   

Year Ending June 30, 1998      Year Ending June 30, 1999                      
Maximum                        Maximum    
Allowable                      Allowable      
Annual                         Annual   
Amount Financed Percentage    Amount Financed  Percentage                       
Per Pawn Loan      Rate       Per Pawn Loan       Rate                      
--------------- ----------    ---------------  ----------                       
$1 to $135    240%          $1 to $138      240%                  
$136 to $450    180%        $139 to $460      180%                    
$451 to $1,350     30%      $461 to $1,380       30%                      
$1,351 to $11,250     12%   $1,381 to $11,500       12%                         

Under  Texas  law, there is a ceiling on  the  maximum              
allowable  pawn  loan. For the period July 1,  1997  through                    
June  30, 1998, the loan ceiling was $11,250. For the period                    
July  1,  1998  through June 30, 1999, the loan  ceiling  is                    
$11,500.  The Company's average loan amount for Fiscal  1998                    
was approximately $71.                                                          

Retail Activities                                                               
Jewelry  sales  represent  approximately  48%  of  the              
Company's   merchandise  sales  with  the  remaining   sales                    
consisting   primarily  of  consumer   electronics,   tools,                    
firearms, and musical instruments. The Company believes  its                    
ability   to  offer  quality  used  merchandise  at   prices                    
significantly  lower  than original retail  prices  attracts                    
value-conscious customers. The Company obtains its inventory                    
primarily  from  unredeemed  collateral,  and  to  a  lesser                    
extent,  from  purchases from the general  public  and  from                    
wholesale  sources.  For  Fiscal 1998,  purchases  from  the                    
general   public  and  from  wholesale  sources  constituted                    
approximately  7%  of  the  dollar  value  of   inflows   to                    
inventory.  During Fiscal 1998, $92.3 million of merchandise                    
was added to inventory through forfeited collateral. Of such                    
amount,  approximately $60.3 million was from the  principal                    
amount of unredeemed pawn loans, and $32.0 million was  from                    
accrued  service charges. For Fiscal 1998, retail activities                    
accounted  for  approximately 57%  of  the  Company's  total                    
revenues,  but only 18% of the Company's net revenue,  after                    
deducting cost of goods sold on merchandise sales.                              

Analysis of the sales and inventory data provided  by  the                  
Company's  management  information  systems  facilitate  the                    
design   of  promotional  and  merchandising  programs   and                    
merchandise   pricing  decisions.   Regional   merchandising                    
managers develop and implement promotional and merchandising                    
programs,  review merchandise pricing decisions and  balance                    
inventory  levels  within markets. During Fiscal  1998,  the                    
Company   continued  to  upgrade  merchandise  presentations                    
through  improved category merchandise displays  and  better                    
retail signage.                                                                 

The  Company  does  not  give prospective  buyers  any              
warranties  on  most  merchandise sold  through  its  retail                    
operations, except for certain purchases of new,  wholesale-                    
purchased   merchandise,   which   may   have   a    limited                    
manufacturer's warranty. Prospective buyers may purchase  an                    
item  on layaway through the Company's "EZ Layaway" program.                    
Through  EZ Layaway, a prospective purchaser will  typically                    
put  down a minimum of 20% of an item's purchase price as  a                    
customer layaway deposit. The Company will hold the item for                    
a 90-day period during which the customer is required to pay                    
for  the item in full. As of September 30, 1998, the Company                    
had  $2.2  million in customer layaway deposits and  related                    
payments.                                                                       

The Company's overall inventory is stated at the lower              
of  cost  or market. The Company provides inventory reserves                    
for  shrinkage  and  cost in excess  of  market  value.  The                    
Company  estimates these reserves through study and analysis                    
of   sales  trends,  inventory  turnover,  inventory  aging,                    
margins  achieved on recent sales, and shrinkage.  Valuation                    
allowances, including shrinkage reserves, amounted  to  $6.8                    
million  as  of September 30, 1998. At September  30,  1998,                    
total  inventory on hand was $44.0 million, after  deducting                    
an allowance for shrinkage and valuation of inventory.                          

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Seasonality                                                                     
Historically, pawn service charge revenues are highest              
in  the  Company's fiscal fourth quarter (July,  August  and                    
September)  due  to  higher loan demand  during  the  summer                    
months  and  merchandise sales are highest in the  Company's                    
fiscal  first  and  second fiscal quarters (October  through                    
March) due to the holiday season and tax refunds.                               

Operations                                                                      

General                                                                         
The  typical  Company  location  is  a  free-standing             
building or part of a retail strip center. Nearly all of the                    
Company's   pawnshop   locations  have  contiguous   parking                    
facilities.  Store interiors are designed to resemble  small                    
discount operations and attractively display merchandise  by                    
category.  Distinctive exterior design  and  attractive  in-                    
store  signage provide an appealing atmosphere to customers.                    
The  typical  store has approximately 1,800 square  feet  of                    
retail  space and approximately 3,200 square feet  dedicated                    
to  lending activities (principally collateral storage). The                    
Company  maintains property and general liability  insurance                    
for each of its pawnshops. The Company's stores are open six                    
or seven days a week, depending on location.                                    

Store Management                                                                
A  typical  Company store employs five to  six  people              
consisting of a manager, an assistant manager, and three  to                    
four  sales and lending representatives. Store managers  are                    
specifically  responsible for ensuring that their  store  is                    
run  in  accordance with the Company's established  policies                    
and  procedures, and for operating their store according  to                    
performance  parameters consistent with the Company's  store                    
operating  guidelines.  Each  manager  reports  to  one   of                    
approximately 35 area managers who are responsible  for  the                    
stores within a specific operating region. Area managers are                    
responsible  for the performance of all stores within  their                    
area  and  report  to  one of five regional  directors.  The                    
regional  directors report to two directors  of  operations.                    
The  directors of operations report to the President of  the                    
Company.                                                                        

Management Information Systems and Controls                                     
The  Company  has a store level point  of  sale  (POS)              
system  that  automates  the recording  of  all  store-level                    
transactions.  Financial summary data  from  all  stores  is                    
retrieved and processed at the corporate office each day and                    
is  available for management review by early morning for the                    
preceding  day's transactions. This information is available                    
to  field management via the Company's internal network. The                    
Company's  communications network provides  access  to  each                    
store from the corporate offices.                                               

During 1998, the Company continued the development  of              
the next generation of its POS system.  This new system will                    
provide  additional  store  level  functionality,   increase                    
breadth of service offerings, enhance reporting and controls                    
and  provide software and hardware scalability.  The Company                    
plans to beta test this new system in its first fiscal  2000                    
quarter and, based on the success of this test, install  the                    
system  chain  wide by the end of fiscal  2000.   Also,  the                    
Company has invested in its home office systems by replacing                    
its  financial and human resource information systems.   The                    
Company  believes  that these systems  will  provide  better                    
tools  to  analyze, monitor, manage, grow  and  control  the                    
business.                                                                       

The  Company, like many companies, faces the Year 2000              
Issue.   This is a result of computer programs being written                    
using  two  digits rather than four (for example,  "98"  for                    
1998)  to  define the applicable year.  Any of the Company's                    
programs  that have time-sensitive software may recognize  a                    
date  using "00" as the year 1900 rather than the year 2000.                    
This  could  result  in a system failure or  miscalculations                    
causing  disruptions of operations, including,  among  other                    
things  a  temporary  inability to process  transactions  or                    
engage in other normal business activities.                                     

Based on recent assessments, the Company has determined               
that  it  will be required to modify or replace portions  of                    
its software and certain hardware so that those systems will                    
properly  utilize  dates  beyond  December  31,  1999.   The                    
Company  presently  believes  that  with  modifications   or                    
replacements of existing software and certain hardware,  the                    
Year   2000  Issue  can  be  mitigated.   However,  if  such                    
modifications and replacements are not completed timely, the                    
Year  2000  Issue  could  have  a  material  impact  on  the                    
operations of the Company.                                                      

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The  Company's  plan to resolve the  Year  2000  Issue              
involves the following four phases: assessment, remediation,                    
testing, and implementation.  To date, the Company has fully                    
completed  its  assessment  of all  systems  that  could  be                    
affected  by  the Year 2000.  The results of the  assessment                    
indicated that the information technology system which would                    
be  affected  is  the Company's store level  point  of  sale                    
system  .   The Company is in the process of completing  the                    
replacement of its financial and human resources information                    
systems and expects to have those fully replaced by the  end                    
of  its  second fiscal 1999 quarter.  Those systems will  be                    
Year 2000 compliant.   In addition, the Company has gathered                    
information about the Year 2000 compliance status of various                    
third parties and continues to monitor their compliance.  To                    
date,  the  Company is not aware of any third party  with  a                    
Year  2000  Issue that would materially impact the Company's                    
results  of  operations, liquidity,  or  capital  resources.                    
However,  the  Company has no means of ensuring  that  these                    
third parties will be Year 2000 ready.                                          

For its information technology exposures to date,  the              
Company  is  90% complete on the remediation phase  and  70%                    
complete  with regards to the remaining phases.  It  expects                    
to be fully complete with respect to software reprogramming,                    
replacement, testing and implementation no later than  March                    
1999,  however,  there  can  be  no  assurances  that   such                    
expectations will be met.                                                       

The  Company  will  utilize  internal  resources   to             
reprogram,  test, and implement the software  and  operating                    
equipment  for Year 2000 modifications.  The total  cost  of                    
the  Year 2000 project is estimated to be less than $100,000                    
and  is  being funded through operating cash flows.    These                    
costs  are  being  expensed  as  incurred.    The  costs  of                    
replacing  the  financial and human  resources  systems  are                    
excluded  from this amount as the decision to replace  those                    
systems  was not accelerated by the Year 2000 Issue.    This                    
amount  also excludes the costs of continued development  of                    
the next generation POS system.                                                 

Management of the Company believes it has an effective              
program in place to resolve the Year 2000 Issue in a  timely                    
manner.   As noted above, the Company has not yet  completed                    
all necessary phases of the Year 2000 program.  In the event                    
that  the  Company does not complete all additional  phases,                    
the   Company   might  not  be  able  to  process   customer                    
transactions.   In  addition,  disruptions  in  the  economy                    
generally  resulting from Year 2000 Issues could  materially                    
adversely  affect  the  Company.  The  amount  of  potential                    
liability and lost revenue cannot be reasonably estimated at                    
this time.                                                                      

The Company currently has no contingency plans in place               
in  the  event it does not complete all phases of  the  Year                    
2000  program.  The Company plans to evaluate the status  of                    
completion in March 1999, and determine whether such a  plan                    
is necessary.                                                                   

The   Company   has  an  internal  audit   staff   of             
approximately  20  employees to ensure  that  the  Company's                    
policies  and  procedures  are  consistently  followed.   In                    
addition,  the  audit department carefully  monitors,  among                    
other  matters,  the Company's perpetual  inventory  system,                    
lending practices and regulatory compliance.                                    

Human Resources                                                                 
As  of  September  30,  1998,  the  Company  employed             
approximately  2,200  people,  including  approximately  300                    
management   and  administrative  personnel.   The   Company                    
believes  that  its  profitability  is  dependent  upon  its                    
employees'  ability  to  make  loans  that  achieve  optimum                    
redemption  rates,  to sell retail merchandise  effectively,                    
and  to  provide prompt and courteous customer service.  The                    
Company  seeks  to  hire people who will  become  long-term,                    
career   employees.  To  achieve  the  Company's  long-range                    
personnel   goals,  the  Company  strives  to  develop   its                    
employees  through a combination of classroom  training  and                    
supervised  on-the-job  loan  and  sales  training  for  new                    
employees.                                                                      

Assistant   managers  receive  additional   training,             
primarily  on-the-job,  focusing on  product  knowledge  and                    
inventory  management. Managers attend  on-going  management                    
skills  and  operations performance training.  Directors  of                    
operations,  regional  directors and area  managers  receive                    
leadership  training in utilizing their human  resources  to                    
increase   each   store's  profitability.    The   Company's                    
management  believes that its managers, at all  levels,  are                    
the principal trainers in the organization.                                     

The Company anticipates that the store managers for new               
stores will be promoted primarily from the ranks of existing                    
store  employees  and has created a process for  forecasting                    
future  needs and identifying potential internal  candidates                    
for position openings. The Company's career development plan                    
not only develops and advances                                                  

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employees within the Company, but also provides training for                    
the efficient integration of experienced retail managers and                    
pawnbrokers from outside the Company.                                           

In  Texas,  each pawnshop employee is required  to  be              
licensed in order to make loans or sell merchandise  and  is                    
required to file for that license within 30 days of the date                    
of  hire.  The  licensing fee is $65.00  and  the  licensing                    
process  includes  a review of the individual's  background.                    
Licenses  are renewed annually at a fee of $10.00;  renewals                    
also include a review of each individual's background.                          

Trade Name                                                                      
The  Company currently operates virtually all  of  its              
pawnshops  under the name "EZ Pawn," which it has registered                    
with  the  United States Patent and Trademark  Office.   The                    
Company  also uses and has registered the following marks  :                    
"E-Z  PAWN," "EZCORP," "JEWELRYLAND OUTLET," and  "EZ  MONEY                    
CENTER."                                                                        

Growth and Expansion                                                            
During Fiscal 1998, the Company established 35 stores,              
acquired  three  stores and closed one  store.  The  Company                    
plans  to continue its expansion in existing markets and  to                    
enter  new  markets in other states which  have  regulatory,                    
demographic,  and  competitive  characteristics   that   are                    
conducive  to  successful pawnshop operations.  The  Company                    
seeks to establish clusters of stores in specific geographic                    
regions  depending upon individual market  demographics.  In                    
this   manner,  the  Company  expects  to  achieve   certain                    
economies  of  scale  relative  to  its  advertising,   name                    
recognition, and managerial and administrative costs.                           

The four most recently established stores with 12 full              
months  of  operating  data, opened by the  Company  through                    
September  30,  1998, required an average  gross  investment                    
(including  inventory, pawn loans and  property,  plant  and                    
equipment) of approximately $600,000 per pawnshop during the                    
first 12 months of operation.                                                   

The Company's expansion program is dependent on several               
variables, such as the availability of acceptable  sites  or                    
acquisition   candidates   and  qualified   personnel.   The                    
Company's ability to add newly established stores  in  Texas                    
counties  having a population of 250,000 or  more  has  been                    
adversely  affected  by  Texas law  which  became  effective                    
September  1, 1991, which requires a finding of public  need                    
and  probable  profitability by the  Texas  Consumer  Credit                    
Commissioner  as  a  condition to the issuance  of  any  new                    
pawnshop license in such counties. Since September 1,  1991,                    
the  Company  has opened or acquired 51 locations  in  Texas                    
counties  having  a  population of less  than  250,000.  See                    
"Regulation."                                                                   

Competition                                                                     
The  Company  encounters  significant  competition  in              
connection  with  the  operation  of  its  business.   These                    
competitive  conditions may adversely affect  the  Company's                    
revenues,  profitability,  and its  ability  to  expand.  In                    
connection  with the lending of money, the Company  competes                    
primarily  with  other  pawnshops.  The  majority   of   the                    
Company's competitors are independently owned pawnshops. The                    
Company  is  the  second  largest  publicly  held  chain  of                    
pawnshops  in  the United States. The Company believes  that                    
the primary elements of competition in the pawnshop business                    
are   store  location  and  design,  the  ability  to   loan                    
competitive  amounts on items pawned, management  of  store-                    
level  employees,  and the quality of customer  service.  In                    
addition, as the pawnshop industry consolidates, the Company                    
believes  that  the ability to compete effectively  will  be                    
based  increasingly  on strong general management,  regional                    
market focus, automated management information systems,  and                    
access  to  capital. Some of the Company's  competitors  may                    
have greater financial resources than the Company.                              

To  a  certain extent, the Company also competes  with              
other  types  of  financial institutions  such  as  consumer                    
finance  companies, which generally lend on an unsecured  as                    
well as a secured basis. Other lenders may and do lend money                    
on  an  unsecured basis, at interest rates which  are  lower                    
than  the service charges of the Company, and on other terms                    
more favorable than those offered by the Company.                               

The Company's competitors, in connection with the sale              
of   merchandise,  include  numerous  retail  and  wholesale                    
stores,  including  jewelry  stores,  gun  stores,  discount                    
retail stores, consumer electronics stores, other pawnshops,                    
and   other   retailers  of  previously  owned  merchandise.                    
Competitive  factors  in  the  Company's  retail  operations                    
include  the ability to provide the customer with a  variety                    
of  merchandise at an exceptional value. On a retail  level,                    
the  Company competes with numerous other retailers who have                    
significantly greater financial resources than the Company.                     

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Regulation                                                                      

Pawnshop Operations                                                             
The  Company's  pawnshop  operations  are  subject  to              
extensive  regulation,  supervision,  and  licensing   under                    
various federal, state, and local statutes, ordinances,  and                    
regulations. Of the Company's 300 locations as  of  December                    
1, 1998, 171 were in Texas. Accordingly, Texas pawnshop laws                    
govern  most  of  the  Company's  operations.  The  laws  of                    
Colorado,  Indiana,  Oklahoma,  Alabama,  Florida,  Georgia,                    
Tennessee, California, Louisiana, Mississippi, Nevada, North                    
Carolina  and  Arkansas,  apply to  the  Company's  pawnshop                    
operations in those states. At December 1, 1998, the Company                    
operated 300 locations: 171 in Texas, 24 in Colorado, 23  in                    
Indiana, 20 in Oklahoma, 13 in Alabama, 12 in Florida, 10 in                    
Georgia, 8 in Tennessee, 6 in California, 3 in Louisiana,  3                    
in  Mississippi, 3 in Nevada, 3 in North Carolina and  1  in                    
Arkansas.  In the states in which the Company operates other                    
than Texas, Oklahoma, and Alabama, pawnshops are subject  to                    
local  regulation at the municipal and county  level,  which                    
regulation may affect the ability of the Company  to  expand                    
its operations in those states.                                                 

Texas Pawnshop Regulations                                                      
In Texas, pawnshops are governed by the Texas Pawnshop              
Act  and the Rules of Operation promulgated thereunder,  and                    
are subject to licensing by and supervision of the State  of                    
Texas  Office of Consumer Credit Commissioner. In  addition,                    
pawnshops and pawnshop employees in Texas are required to be                    
licensed   by   the  Texas  Consumer  Credit   Commissioner.                    
Furthermore,  the  Company is required to supply  the  Texas                    
Consumer  Credit  Commissioner with  copies  of  information                    
filed with the Securities and Exchange Commission.                              

The  maximum  allowable  pawn  service  charges   for             
stratified loan amounts made in the State of Texas  are  set                    
in accordance with the Texas Pawnshop Act. Historically, the                    
maximum allowable pawn service charges under Texas law  have                    
not  changed; however, the stratified loan amounts have been                    
adjusted  upward by nominal amounts each year.  Under  Texas                    
law,  there is a ceiling on the maximum allowable pawn loan.                    
From  July  1, 1997 to June 30, 1998, the loan  ceiling  was                    
$11,250. For the period July 1, 1998 through June 30,  1999,                    
the  loan  ceiling  is  $11,500.  A  table  of  the  maximum                    
allowable pawn service charges under the Texas Pawnshop  Act                    
for the various stratified loan amounts for July 1, 1997  to                    
June 30, 1998 is presented in "Lending Activities."                             

To be eligible for a license to operate a pawnshop  in              
Texas,  an  applicant must: (i) be of good moral  character,                    
which  in  the  case of a business entity  applies  to  each                    
officer, director, and holder of five percent or more of the                    
entity's  outstanding  shares; (ii)  have  net  unencumbered                    
assets  (as defined in the Texas Pawnshop Act) of  at  least                    
$150,000  readily  available  for  use  in  conducting   the                    
business  of each licensed pawnshop; (iii) demonstrate  that                    
the  applicant has the financial responsibility, experience,                    
character, and general fitness to command the confidence  of                    
the  public in its operation; and (iv) demonstrate that  the                    
pawnshop  will be operated lawfully and fairly in accordance                    
with  the  Texas Pawnshop Act. Current applications  to  the                    
Texas  Consumer  Credit Commissioner  inquire,  among  other                    
matters,  into the applicant's credit history  and  criminal                    
record.                                                                         

In addition, the Texas Pawnshop Act requires the Texas              
Consumer  Credit  Commissioner to make  a  determination  of                    
public  need and probable profitability, in counties with  a                    
population  of 250,000 or more, for a new pawnshop  license,                    
or  for  a relocation of a pawnshop more than one mile  away                    
from  the existing address. The determination of public need                    
and  probable profitability may be made administratively  by                    
the  Commissioner; however, if a public hearing is requested                    
by  the Commissioner or by any pawnshop licensee that  would                    
be affected by the granting of the proposed application, the                    
determination of public need and probable profitability must                    
be  made in a public hearing with notice and opportunity for                    
all  affected  parties to participate.  For  a  new  license                    
application  in any Texas county, the Commissioner  provides                    
notice  of the application, and the opportunity for a public                    
hearing,  to the other licensed pawnshops in the  county  in                    
which  the applicant proposes to operate. The timeframe  for                    
the  license application approval process generally requires                    
the  Commissioner's office to process an application  within                    
60  days of its receipt of a complete application file. When                    
a  public hearing is requested, however, the public  hearing                    
process  can increase the timeframe substantially or  result                    
in  no application approval at all. The Company's ability to                    
add newly established stores, particularly in Texas counties                    
having a population of 250,000 or more where public need and                    
probable  profitability must be shown,  has  been  adversely                    
affected  by the referenced provisions of the Texas Pawnshop                    
Act.                                                                            

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The Texas Consumer Credit Commission may, after notice              
and  hearing,  suspend or revoke any  license  for  a  Texas                    
pawnshop  upon finding, among other matters, that:  (i)  any                    
fees  or  charges have not been paid; (ii) the licensee  has                    
violated (whether knowingly or unknowingly without due care)                    
any  provisions of the Texas Pawnshop Act or any  regulation                    
or  order thereunder; or (iii) any fact or condition  exists                    
which,   if  it  had  existed  at  the  time  the   original                    
application  was filed for a license, would  have  justified                    
the Commissioner in refusing such license.                                      

The  Texas  Consumer  Credit  Commissioner  has  also             
promulgated Rules of Operation which regulate the day-to-day                    
management  of the Company's pawnshops. Under  the  Pawnshop                    
Act  and the Rules of Operation, a pawnbroker may not do any                    
of  the  following: accept a pledge from a person under  the                    
age  of  18 years; make any agreement requiring the personal                    
liability of the borrower; accept any waiver of any right or                    
protection  accorded to a pledgor under the  Texas  Pawnshop                    
Act;  fail  to  exercise reasonable care to protect  pledged                    
goods from loss or damage; fail to return pledged goods to a                    
pledgor upon payment of the full amount due; make any charge                    
for  insurance in connection with a pawn transaction;  enter                    
into  any pawn transaction that has a maturity date of  more                    
than  one  month; display for sale in storefront windows  or                    
sidewalk  display cases, pistols, swords, canes,  blackjacks                    
or similar weapons; or purchase used or second hand personal                    
property unless a record is established containing the name,                    
address,  and  identification  of  the  seller,  a  complete                    
description of the property, including serial number, and  a                    
signed  statement that the seller has the right to sell  the                    
property.                                                                       

Colorado Pawnshop Regulations                                                   
Colorado law provides for the licensing and bonding of              
pawnbrokers  in  that  state. It  also  requires  that  pawn                    
transactions  be  reported  to local  authorities  and  that                    
certain  bookkeeping records be maintained.  Under  Colorado                    
law,  the  maximum  allowable pawn service  charge  is  240%                    
annually  for  pawn loans up to $50, and 120%  annually  for                    
pawn loans in excess of $50.                                                    

Indiana Pawnshop Regulation                                                     
The Company's Indiana operations are regulated by  the              
Department   of   Financial  Institutions.  The   Department                    
requires all persons or entities to obtain a license to  act                    
as  a pawnbroker. The Indiana Pawnbroker's Act provides  for                    
the  Department of Financial Institutions to investigate the                    
general  fitness of the applicant, to determine whether  the                    
convenience  and  needs  of the public  will  be  served  by                    
granting  an applicant a license, and generally to  regulate                    
pawnshops in the state.                                                         

The  Department  of Financial Institutions  has  broad              
investigatory and enforcement authority under  the  statute.                    
The  Department may grant, revoke, and suspend licenses. For                    
compliance  purposes, pawnshops are required  to  keep  such                    
books,  accounts, and records as will enable the  Department                    
to  determine if the pawnshop is complying with the statute.                    
Each  pawnshop is required to give authorized agents of  the                    
Department  of  Financial Institutions free  access  to  its                    
books  and accounts for these purposes. The Indiana  statute                    
allows  the  following annual rates of  interest  plus  pawn                    
service  charges: 276% annually on transactions of  $300  or                    
less;  261% annually on transactions greater than $300,  but                    
not  exceeding  $1,000;  and 255% annually  on  transactions                    
greater than $1,000.                                                            

Oklahoma Pawnshop Regulations                                                   
The  Company's Oklahoma operations are subject to  the              
Oklahoma  Pawnshop  Act.  Following substantially  the  same                    
statutory  scheme  as the Texas Pawnshop Act,  the  Oklahoma                    
Pawnshop   Act  provides  for,  among  other  matters,   the                    
licensing  and  bonding  of  pawnbrokers  in  Oklahoma   and                    
provides  for the Oklahoma Administrator of Consumer  Credit                    
to  investigate  the general fitness of  the  applicant  and                    
generally   regulate   pawnshops   in   that   state.    The                    
Administrator has broad rule-making authority  with  respect                    
to Oklahoma pawnshops.                                                          

In  general,  the  Oklahoma  Pawnshop  Act  prescribes              
stratified loan amounts and maximum rates of service charges                    
which  pawnbrokers in Oklahoma may charge for lending  money                    
in  Oklahoma  within each stratified range of loan  amounts.                    
The  regulations  provide  for a graduated  rate  structure,                    
similar  to the graduated rate structure utilized in federal                    
income tax computations. Under this method of calculation, a                    
$500 loan, for example, earns interest as follows: (1) first                    
$150  at 240% annually, (2) next $100 at 180% annually,  and                    
(3)  the  remaining  $250  at  120%  annually.  The  maximum                    
allowable  pawn  service charges for the various  stratified                    
loan amounts under the Oklahoma statute are as follows:                         

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                   Maximum Allowable
Amount Financed                      Annual Percentage                  
Per Pawn Loan                              Rate                       
---------------                      -----------------                  

$1 to $150                             240%                   
$151 to $250                             180%                     
$251 to $500                             120%                     
$501 to $1,000                              60%                       
$1,001 to $25,000                              36%                          

The  amount financed in Oklahoma may not exceed $25,000  per                    
pawn  transaction.  In addition, the Oklahoma  Pawnshop  Act                    
requires  each applicant to (1) be of good moral  character;                    
(2)  have net assets of at least $25,000; (3) show that  the                    
pawnshop  will  be operated lawfully and fairly  within  the                    
purpose of the Oklahoma Pawnshop Act; and (4) not have  been                    
convicted of any felony which directly relates to the duties                    
and responsibilities of the occupation of pawnbroker.                           

Alabama Pawnshop Regulations                                                    
The  Alabama Pawnshop Act regulates the licensing  and              
operation of pawnshops in that state. The general fitness of                    
pawnshop applicants is investigated by the Supervisor of the                    
Bureau  of  Loans  of the State Department of  Banking.  The                    
Supervisor  also  issues  pawnshop  licenses.  The   Alabama                    
Pawnshop  Act requires that certain bookkeeping  records  be                    
maintained and made available to the Supervisor and to local                    
law   enforcement  authorities.  The  Alabama  Pawnshop  Act                    
establishes a maximum allowable pawn service charge of  300%                    
annually.                                                                       

Florida Pawnshop Regulations                                                    
Pawnshop transactions in Florida are subject to Florida               
regulations codified in Chapter 539 of the Florida Statutes.                    
Under   such   regulations,  licensing  of   pawnshops   and                    
regulatory  enforcement of such shops is  performed  by  the                    
Division   of   Consumer  Services  of  the  Department   of                    
Agriculture   and   Consumer  Services.   Such   regulations                    
require,  among other things, that the pawnshop fill  out  a                    
Pawnbroker Transaction Form showing the customer name,  type                    
of  item pawned, and disclosing the amount of the pawn  loan                    
and  the  applicable finance charges.  A copy of  each  form                    
must be delivered to local law enforcement officials at  the                    
end of each business day.                                                       

Pawn loans in Florida typically have a 30 day maturity              
date.   If  the customer does not redeem the loan within  30                    
days  following the maturity date (or the next business day,                    
whichever is later), all right, title, and interest  to  the                    
property  vests  in  the  pawnbroker.   The  pawnbroker   is                    
entitled  to  charge two percent of the amount financed  for                    
each  30 days as interest, and an additional amount as  pawn                    
service  charges, provided the total amount of such  charge,                    
inclusive  of  interest, does not exceed 25% of  the  amount                    
financed for each 30 day period in a pawn transaction.   The                    
pawnbroker may charge a minimum pawn service charge of $5.00                    
for each 30 day period.  Pawns may be extended by agreement,                    
with  the  charge  applicable  being  one-thirtieth  of  the                    
original total pawn service charge for each day by which the                    
loan  is extended.  For loans redeemed greater than 60  days                    
after the date made, pawn service charges continue to accrue                    
at  the  daily  rate of one-thirtieth of the original  total                    
pawn service charge.                                                            

Georgia Pawnshop Regulations                                                    
Georgia  state  law requires pawnbrokers  to  maintain              
detailed permanent records concerning pawn transactions  and                    
to keep them available for inspection by duly authorized law                    
enforcement  authorities.  The  Georgia  statute   prohibits                    
pawnbrokers from failing to make entries of material matters                    
in  their  permanent  records, and  allows  duly  authorized                    
officers  to inspect such records. Under applicable  Georgia                    
statutes,  municipal  authorities may  license  pawnbrokers,                    
define  their  powers  and privileges by  ordinance,  impose                    
taxes  upon  them, revoke their licenses, and exercise  such                    
general supervision as will ensure fair dealing between  the                    
pawnbroker and the pawnshop customers.                                          

Georgia  law establishes a maximum allowable  rate  of              
interest  and service charge of 25% of the principal  amount                    
of  a pawn transaction for each 30 days. This annual rate is                    
in  effect for the first 90 days of any pawn transaction  or                    
extension  or  continuation thereof. The  maximum  allowable                    
charge for interest and service charges is reduced to  12.5%                    
for  each  30 day period thereafter. Georgia law requires  a                    
grace period after default on a pawn                                            

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transaction. During the grace period, the pawnbroker may not                    
sell the pledged item. The grace period is 30 days for motor                    
vehicles and 10 days for all other pawn collateral.                             

Tennessee Pawnshop Regulations                                                  
Tennessee law provides for the licensing of pawnbrokers               
in   that   state.  It  further  requires  (1)   that   pawn                    
transactions be reported to local law enforcement  agencies,                    
(2)  requires pawnbrokers to maintain insurance coverage  on                    
the  property held on pledge for the benefit of the pledgor,                    
(3) establishes certain hours during which pawnshops may  be                    
opened  for  business, and (4) requires certain  bookkeeping                    
records  be  maintained. Tennessee law prohibits pawnbrokers                    
from  selling, redeeming, or disposing of any goods  pledged                    
or  pawned to or with them within 15 days after making their                    
report to local law enforcement agencies.                                       

Applicable Tennessee law provides that pawnbrokers may              
charge interest of 2% a month, plus service charge of 20% or                    
one-fifth  of  the amount of the loan for investigating  the                    
title,  storing and insuring the pledged goods, closing  the                    
loan, and for other expenses and losses associated with  the                    
loan.                                                                           

California Regulations                                                          
In  California, both state and city or county licenses              
are  required.   Applicants must  pass  a  state  and  local                    
background  check, post a bond in the amount of $20,000  and                    
maintain net assets of at least $100,000 per location.  Pawn                    
loans  in California require a written contract, which  must                    
provide  for a four month loan period.  If the pledgor  does                    
not redeem the loan within such period, the pawnbroker must,                    
within  30  days  thereafter, send  a  notification  to  the                    
pledgor giving him ten days from the date of the mailing  to                    
redeem  the pawn.  The pawnbroker may charge up  to  $2  for                    
this notice.                                                                    

In  California, a pawnbroker may charge an initial set              
up  fee  of  $2  on  a  pawn transaction.   In  addition,  a                    
pawnbroker may charge interest of 2.5% per month on loans up                    
to  $225; 2.0% per month on the portion of any loan  between                    
$225.01 and $900; 1.5% per month on the portion of any  loan                    
between  $900.01  and  $1,650; and 1.0%  per  month  on  the                    
portion   of   any  loan  that  is  $1,650.01   and   above.                    
Pawnbrokers  may  also charge storage fees  of  $3  for  any                    
article  that cannot be contained within one cubic foot,  $9                    
for any article that cannot be contained withing three cubic                    
feet,  and  $18  for  any article that cannot  be  contained                    
within  six cubic feet.  Additionally, pawnbrokers may  make                    
service charges consistent with the following schedule:                         

For loans not more than 30 days:                                      

Amount Financed           Maximum Allowable           
Per Pawn Loan                 Charge                
---------------           -----------------           
$1 to $14.99                      $1            

For loans not more than 90 days:                                      

Amount Financed            Maximum Allowable            
Per Pawn Loan                  Charge                 
---------------            -----------------            
$15 to $19.99                       $3              
$20 to $24.99                       $4              
$25 to $39.99                       $5              
$40 to $49.99                       $6              
$50 to $64.99                    $7.50              
$65 to $74.99                    $8.50              
$75 to $99.99                      $10              
$100 to $124.99                   $12.50                
$125 to $149.99                   $13.50                
$150 to $224.99                      $15                
$225 to $324.99                      $20                
$325 to $449.99                      $25                
$450 to $599.99                      $35                
$600 to $799.99                      $45                
$800 to $999.99                      $55                

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Amount Financed             Maximum Allowable           
Per Pawn Loan                   Charge                
---------------             -----------------           
$1,000 to $1,199.99                      $70                    
$1,200 to $1,499.99                      $85                    
$1,500 to $1,799.99                     $100                    
$1,800 to $2,099.99                     $120                    
$2,100 to $2,499.99                     $140                    

Louisiana Pawnshop Regulations                                                  
The Company's Louisiana operations are governed by the              
Louisiana  Pawnshop  Act. The statute gives  regulatory  and                    
enforcement  powers to the Commissioner  of  the  Office  of                    
Financial  Institutions  within the Department  of  Economic                    
Development. This statute provides for, among other  things,                    
the licensing and bonding of all pawnbrokers in Louisiana.                      

Under  Louisiana  law, the maximum allowable  interest              
charge  is 120% annually. In addition, pawnshops may collect                    
a  10%  service  charge  for  the  first  month  of  a  pawn                    
transaction.  Louisiana law requires that a pawnbroker  hold                    
jewelry that is pledged as collateral until the lapse of six                    
months prior to resale from the time the loan was entered or                    
extended.  The  law requires a three-month  lapse  on  other                    
items.                                                                          

Mississippi Pawnshop Regulations                                                
The Company's Mississippi operations are subject to the               
Mississippi  Pawnshop Act. The Mississippi Pawnshop  Act  is                    
administered  by the Commissioner of Banking. Municipalities                    
in  the  state may enact ordinances which are in  compliance                    
with, but not more restrictive than those in the Mississippi                    
Pawnshop Act.                                                                   

The Mississippi Pawnshop Act provides for, among other              
matters, the licensing of pawnbrokers. The Act also provides                    
for  the  Commissioner of Banking to investigate the general                    
fitness of the applicant and generally to regulate pawnshops                    
in   the  state.  The  Commissioner  has  broad  rule-making                    
authority   with  respect  to  Mississippi  pawnshops.   The                    
Mississippi  Pawnshop Act establishes  a  maximum  allowable                    
pawn service charge of 300% annually.                                           

Nevada Regulations                                                              
In  Nevada, all pawn loans must be held for redemption              
for  at  least 120 days after the date the loan is made.   A                    
pawnbroker may charge interest at the rate of 10% per  month                    
for  money  loaned  on  the security  of  personal  property                    
actually received.  In addition, the pawnbroker may  collect                    
an  initial set up fee of $5.  Property received  in  pledge                    
may  not  be removed from the pawnshop, except when redeemed                    
by the owner, prior to 30 days after a report of the receipt                    
of  such  property is reported to the sheriff  or  chief  of                    
police.                                                                         

North Carolina Pawnshop Regulations                                             
In  North Carolina, a pawnbroker must obtain a license              
by  showing  sufficient net assets and  moral  character  to                    
demonstrate that it will not operate to the detriment of the                    
public.  The applicable interest and service charges are two                    
percent per month interest, and a monthly fee not to  exceed                    
20%   for  the  following:   (1)  title  investigation,  (2)                    
handling,  appraisal and storage, (3) insuring and security,                    
(4)  application  fee,  (5)  making  daily  reports  to  law                    
enforcement or other services.  The total monthly  fees  may                    
not exceed $100 in the first month, $75 in the second month,                    
$75  in the third month, $50 in the fourth month and for any                    
subsequent months.  Pawn loans in North Carolina are to have                    
a  30 day loan term, with a 60 day grace period, after which                    
time the collateral is subject to resale by the pawnbroker.                     

Arkansas Pawnshop Regulations                                                   
Arkansas  law  does not provide for the  licensing  of              
pawnbrokers   or  pawnshops  in  that  state.  By   statute,                    
pawnbrokers  must  maintain certain  records  of  each  pawn                    
transaction  and make those records available to  local  law                    
enforcement  agencies.  Arkansas law establishes  a  maximum                    
allowable interest rate of 17% annually; however, a pawnshop                    
operator may charge reasonable fees for investigating title,                    
storage, and other services.                                                    

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Local Regulations                                                               
At  the  local  level, each pawnshop,  voluntarily  or              
pursuant   to  municipal  ordinance,  provides   copies   of                    
transactions   involving  pawn  loans  and  over-the-counter                    
purchases  to  the  local  police  department.  These  daily                    
transaction reports are designed to provide the local police                    
with a detailed description of the goods involved, including                    
serial  numbers, if any, and the names and addresses of  the                    
owners obtained from valid identification cards.                                

A copy of each transaction ticket is provided to local              
law  enforcement  agencies for processing  by  the  National                    
Crime   Investigative   Computer   to   determine   rightful                    
ownership.  Goods  held  to  secure  pawn  loans  or   goods                    
purchased  which are determined to belong to an owner  other                    
than  the borrower or seller are subject to recovery by  the                    
rightful  owner.  While  a  risk  exists  that  pledged   or                    
purchased  merchandise may be subject to claims of  rightful                    
owners,  historically,  the  Company  has  experienced  such                    
claims with respect to less than 0.5% of pawn loans made.                       

There can be no assurance that additional local, state,               
or  federal legislation will not be enacted or that existing                    
laws  and  regulations  will  not  be  amended  which  would                    
materially,  adversely impact the Company's  operations  and                    
financial condition.                                                            

Firearms Regulations                                                            
With respect to gun and ammunition sales, each pawnshop               
must  comply with the regulations promulgated by the Federal                    
Bureau of Alcohol, Tobacco and Firearms (BATF) which require                    
each  pawnshop  dealing  in guns  to  maintain  a  permanent                    
written record of all transactions involving the receipt  or                    
disposition of guns.                                                            

The  BATF  promulgated rules under the  Brady  Handgun              
Violence  Prevention Act (the "Brady Act") on  February  28,                    
1994.  The  rules,  in  effect as  of  September  30,  1998,                    
basically  require  that all licensees,  in  either  selling                    
inventoried  or  redeeming pawned firearms  have  the  buyer                    
complete  appropriate forms and wait the requisite  five-day                    
period  prior  to  completing the sale  and  delivering  the                    
firearm.  On November 30, 1998, the permanent provisions  of                    
the Brady Act took effect.  From that date, all purchases of                    
firearms  and all people redeeming pledged firearm  property                    
must complete a background check before the transfer of  the                    
firearm can be completed.                                                       

The  Company  complies with the Brady Act,  and  rules              
promulgated by the United States Department of the  Treasury                    
relating   thereto.  The  Company  does  not  believe   that                    
compliance  with the Brady Act and the new rules promulgated                    
thereunder   have   materially   affected   the    Company's                    
operations.   There  can  be  no  assurance,  however,  that                    
compliance with the Brady Act will not adversely affect  the                    
Company's operations.                                                           

Item 2. Properties                                                              

As  of  December 1, 1998, the Company owned  the  real              
estate and buildings for 31 of its pawnshops and leased  269                    
of  its operating pawnshop locations.  The Company generally                    
leases  facilities for a term of five to ten years with  one                    
or  more  options  to renew. The Company's  existing  leases                    
expire  on  dates  ranging  between  December  1,  1998  and                    
February 28, 2008. All leases provide for specified periodic                    
rental payments. Most leases require the Company to maintain                    
the  property and pay the cost of insurance and  taxes.  The                    
Company  believes  that termination of  a  particular  lease                    
would  not  have a material adverse effect on the  Company's                    
operations.  All  of such leases provide for  market  rental                    
rates.  The Company's strategy is generally to lease, rather                    
than  acquire, space for its pawnshop locations  unless  the                    
Company finds what it believes is a superior location at  an                    
attractive  price. The Company believes that the  facilities                    
owned  and  leased by it as pawnshop locations are  suitable                    
for such purpose.                                                               

The following table presents the metropolitan areas or              
regions (as defined by the Company) generally served by  the                    
Company and the number of retail locations serving each such                    
market as of December 1, 1998:                                                  

 Number of
Locations in  
Area/Region          Each Area                    
--------------    ------------                    
Texas:                                            
Houston                59               
San Antonio            18               
Austin Area            10               

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Valley                 19               
Central and Northeast  18               
Dallas                 11               
Laredo Area            11               
North Texas            10               
Panhandle               9               
Corpus Christi          6               
       ---
Total Texas        171            

Colorado:                                         
Denver Area            17               
Colorado Springs Area   5               
Pueblo                  2               
       ---
Total Colorado      24            

Indiana:                                          
Indianapolis Area      13               
Other Areas            10               
       ---
Total Indiana       23            

Oklahoma:                                         
Oklahoma City Area      8               
Tulsa Area             10               
Other Areas             2               
       ---
Total Oklahoma      20            

Alabama:                                          
Birmingham Area         6               
Montgomery              4               
Mobile                  2               
Other Areas             1               
       ---
Total Alabama       13            

Florida:                                          
Pensacola              12               
       ---
Total Florida       12            

Georgia:                                          
Atlanta Area           10               
       ---
Total Georgia       10            

Tennessee:                                        
Memphis                 8               
       ---
Total Tennessee      8            

California:                                       
Sacramento              6               
       ---
Total California     6            

Louisiana:                                        
New Orleans Area        2               
Other Areas             1               
       ---
Total Louisiana      3            

Mississippi:                                      
Jackson                 2               

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Other Areas             1               
       ---
Total Mississippi    3            

Nevada:                                           
Las Vegas               3               
       ---
Total Nevada         3            

North Carolina:                                   
Raleigh-Durham Area     3               
       ---
Total North Carolina 3            

Arkansas:                                         
West Helena             1               
       ---
Total Arkansas       1            
       ---
Total Company      300            
       ===
In  addition to its store locations, the Company  owns              
its   corporate   offices  and  leases   certain   warehouse                    
facilities. In Fiscal 1992, the Company purchased  a  27,400                    
square foot building in Austin, Texas for use as a corporate                    
office.  The Company also leases approximately 8,100  square                    
feet for its Central Jewelry Processing Center under a five-                    
year lease agreement with one five-year option to renew.                        

Item 3. Legal Proceedings                                                       

From  time  to  time,  the  Company  is  involved  in             
litigation  relating  to  claims  arising  from  its  normal                    
business  operations. Currently, the Company is a  defendant                    
in  several lawsuits. Some of these lawsuits involve  claims                    
for substantial amounts. While the ultimate outcome of these                    
lawsuits  cannot  be  ascertained, after  consultation  with                    
counsel, the Company believes the resolution of these  suits                    
will  not  have  a material adverse effect on the  Company's                    
financial  condition.  There can be no  assurance,  however,                    
that this will be the case.                                                     

Pursuant  to a settlement agreement dated February  4,              
1998,  the Company and its founder and former President  and                    
Chief Executive Officer, Courtland L. Logue, Jr., reached an                    
out  of court settlement in the lawsuit styled EZCORP,  Inc.                    
v.  Courtland L. Logue, Jr., in the 201st District Court  of                    
Travis  County,  Texas.  Under the terms of the  settlement,                    
which  closed  February 18, 1998, both the Company  and  Mr.                    
Logue  released  their claims against each other,  including                    
all  claims  under  Mr.  Logue's employment  agreement,  and                    
neither  party  admitted any liability  nor  paid  any  cash                    
consideration to the other.                                                     

The  Company  agreed  to  accelerate  the  release  of              
contractual  restrictions on the  transfer  of  Mr.  Logue's                    
967,742  shares  of  common stock, which  converted,  as  of                    
February  18,  1998, to publicly traded Class  A  Non-voting                    
Common  Stock.   In  exchange, Mr. Logue  agreed  to  assign                    
10,000 shares of his stock to the Company.                                      

The settlement released 191,548 shares immediately from               
certain restrictions against transfer, and a like amount was                    
released  as  of  October 29, 1998.   An  additional  95,774                    
shares will be released from restrictions on each of October                    
29, 1999 and October 29, 2000, with the remaining 40% of the                    
shares to be released in July 2001, as originally scheduled.                    
The  Company and Mr. Logue also clarified the scope  of  Mr.                    
Logue's  continuing non-competition agreement, agreed  to  a                    
five-year limitation on Mr. Logue's financial investments in                    
competing pawnshop businesses and agreed to renewal  options                    
with  respect  to  certain existing real estate  leases  for                    
store locations.                                                                

The Company is also the nominal defendant in a lawsuit              
filed  July  18,  1997 by a holder of 39 shares  of  Company                    
stock  styled for the benefit of the Company against certain                    
directors  of  the  Company in the Castle  County  Court  of                    
Chancery  in  the State of Delaware.  The suit  alleges  the                    
defendants breached their fiduciary duties to the Company in                    
approving    certain   management   incentive   compensation                    
arrangements and an affiliate's financial advisory  services                    
contract with the Company.  The suit seeks rescission of the                    
subject   agreements,  unspecified  damages  and   expenses,                    
including plaintiff's legal fees.  On December 16, 1998, the                    
plaintiff filed a Stipulation and Order of                                      

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Dismissal with the Court, stipulating that the lawsuit would                    
be  dismissed  with prejudice to the plaintiff.   The  court                    
approved  the Stipulation and Order of Dismissal on December                    
18, 1998, thereby dismissing the lawsuit.                                       

Item 4. Submission of Matters to a Vote of Security Holders                     

None.                                                                 

PART II                   

Item  5.  Market for Registrant's Common Equity and  Related                    
Stockholder Matters                                                             

Since August 27, 1991, the Company's Class A Non-voting               
Common  Stock  ("Class A Common Stock") has  traded  on  The                    
Nasdaq Stock Market under the symbol EZPW. As of December 1,                    
1998, there were 270 stockholders of record of the Company's                    
Class  A Non-voting Common Stock. There is no trading market                    
for  the  Company's Class B Voting Common  Stock  ("Class  B                    
Common  Stock"), and as of December 1, 1998, such stock  was                    
held by one stockholder of record.                                              

The  high  and  low per share price for the  Company's              
Class  A  Common  Stock for the past two  fiscal  years,  as                    
reported by The Nasdaq Stock Market, were as follows:                           

                 High        Low
                 ---------   ---------
Fiscal 1997:                                                                
First quarter ended                                                       
December 31, 1996                 $  8.88      $ 5.75                 
Second quarter ended                                                      
March 31, 1997                       8.13        6.38                 
Third quarter ended                                                       
June 30, 1997                       10.25        7.38                 
Fourth quarter ended                                                      
September 30, 1997                  11.06        8.75                 

Fiscal 1998:                                                                
First quarter ended                                                       
December 31, 1997                  $13.50      $10.00                 
Second quarter ended                                                      
March 31, 1998                      12.13        9.88                 
Third quarter ended                                                       
June 30, 1998                       12.38       10.25                 
Fourth  quarter ended                                                     
September 30, 1998                  12.00        6.75                 

As  of  December 1, 1998, the Company's Class A Common              
Stock closed at $7.75 per share.                                                

The  Company's  restated certificate of  incorporation              
provides that cash dividends on common stock, when declared,                    
must be declared and paid share and share alike on the Class                    
A  Common  Stock and the Class B Common Stock. On  July  27,                    
1998,  the  Board  of  Directors  declared  an  annual  cash                    
dividend  of $0.05 per share payable quarterly on  both  the                    
Class  A  Common  Stock and the Class B Common  Stock.   The                    
first   quarterly   dividend  of  $0.0125   per   share   to                    
stockholders of record on August 11, 1998 was paid on August                    
25, 1998.                                                                       

Item 6. Selected Financial Data                                                 

The following selected financial information should be              
read  in  conjunction with, and is qualified in its entirety                    
by  reference to the financial statements of the Company and                    
the notes thereto included elsewhere in this Form 10-K:                         

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Selected Financial Data                   

                                                                [Download Table]
                                    The Company                         
                                       Fiscal Years Ended               
                                          September 30,                 
                            1994      1995     1996      1997     1998  
                            ------------------------------------------  
                                 (Amounts in thousands, except          
                                  per share and store figures)          
                                                                        
Operating Data:                                                         
Sales (1)                  $104,773 $115,220 $103,511 $101,454 $112,307 
Pawn service charges         63,169   74,254   70,115   78,845   85,087 
                            ------------------------------------------- 
Total revenues (1)          167,942  189,474  173,626  180,299  197,394 
Cost of goods sold (1)       88,256  113,227   88,953   84,468   94,084 
                            ------------------------------------------- 
  Net revenues               79,686   76,247   84,673   95,831  103,310 
Store operating expenses     58,181   74,417   58,969   60,735   66,742 
Corporate administrative                                                
expenses                     12,668   15,406   10,712   13,320   12,810 
Depreciation and amortization 4,471    7,352    7,573    7,616    7,596 
Interest expense              1,512    3,059    1,884      982    1,398 
Equity interest in income of                                            
  unconsolidated affiliate        -        -        -        -      (95)
                             ------------------------------------------ 
  Income (loss) before income                                           
    taxes                     2,854  (23,987)   5,535   13,178   14,859 
Income tax expense (benefit)  1,065   (8,138)   1,992    4,745    5,646 
                             ------------------------------------------ 
Net income (loss)           $ 1,789 $(15,849) $ 3,543  $ 8,433  $ 9,213 
                             ========================================== 
   Earnings (loss) per                                                  
   common share - diluted   $  0.15 $  (1.32) $  0.30  $  0.70  $  0.77 

   Cash dividends per                                                   
   common share             $     - $      -  $     -  $     -  $0.0125 

   Weighted average common                                              
   shares and share                                                     
   equivalents - diluted     11,975   11,977   11,988   12,002   12,014 

Stores operated at end                                                  
of period                       234      261      246      249      286 

                                             September 30,              
                              1994      1995     1996     1997    1998  
                           ---------------------------------------------
Balance Sheet Data:                                                     
Pawn loans                 $ 37,777 $ 39,782 $ 34,636 $ 42,837 $ 49,632 
Inventory                    63,070   41,575   35,834   39,258   44,011 
Working capital             106,691   94,916   76,158   89,451  104,648 
Total assets                173,989  164,588  140,366  151,051  189,911 
Long-term debt, net          36,791   42,916   16,244   19,133   48,123 
Stockholders' equity        125,086  109,375  112,991  121,461  130,554 

(1)  Sales from scrap and wholesale activities were reclassified                
from cost of goods sold to sales in the 1994 and 1995                 
operating data.                                                       

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Item  7.  Management's Discussion and Analysis of  Financial                    
Condition and Results of Operations                                             

This  discussion and analysis compares the results  of              
operations  for  the 12 month periods ending  September  30,                    
1998,  1997, and 1996 (designated as "Fiscal 1998",  "Fiscal                    
1997", and "Fiscal 1996").  The discussion should be read in                    
conjunction with, and is qualified in its entirety  by,  the                    
accompanying financial statements and related notes.                            

Summary Financial Data                    

            Fiscal Years Ended September 30,

                                                                [Download Table]
                        1996         1997        1998         
                              --------------------------------
                               (Dollars in thousands, except  
                                      as indicated)           
                                                              
Net Revenues:                                                 
  Sales                       $103,511    $101,454   $112,307 
  Pawn service charges          70,115      78,845     85,087 
                               ------------------------------ 
     Total revenues            173,626     180,299    197,394 
  Cost of sales                 88,953      84,468     94,084 
                               ------------------------------ 
     Net revenues             $ 84,673    $ 95,831   $103,310 
                               ============================== 
Other Data:                                                   
  Gross margin                   14.1%       16.7%      16.2% 
  Average annual inventory                                    
  turnover                        2.3x        2.4x       2.4x 
  Average inventory per                                       
  location at year end            $146        $158       $154 
  Average loan balance per                                    
  location at year end            $141        $172       $174 
  Average pawn loan at year end                               
  (whole dollars)                  $67         $73        $71 
  Average yield on loan portfolio 209%        211%       207% 
  Redemption rate                  78%         78%        78% 

Expenses and income as a percentage                           
  of total revenue (%):                                       
  Store operating                 33.9        33.7       33.8 
  Administrative                   6.2         7.4        6.5 
  Depreciation and amortization    4.4         4.2        3.8 
  Interest                         1.1         0.5        0.7 
  Income before income taxes       3.2         7.3        7.5 
  Net income                       2.0         4.7        4.7 

Stores in operation:                                          
  Beginning of year                261         246        249 
  Acquired                           -           -          3 
  New openings                      11           5         35 
  Sold, combined, or closed        (26)         (2)        (1)
                                 -----------------------------
  End of year                      246         249        286 
  Average number of locations                                 
  during the year (1)              254         248        268 
______________                                                                  
(1) Average locations in operation during the period is                       
calculated based on the average of the stores operating               
at the beginning and end of such period.                              

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Results of Operations                                                           
The Company's primary activity is the making of small,              
non-recourse  loans  secured by tangible personal  property.                    
The  income  earned on this activity is pawn service  charge                    
revenue.   For  Fiscal  1998, pawn  service  charge  revenue                    
increased $6.2 million from Fiscal 1997 to $85.1 million  as                    
a  result  of an increase in same store pawn service  charge                    
revenue ($3.5 million), pawn service charge revenue from new                    
stores  not opened the full 12 month period ($2.8  million),                    
reduced  by  stores  which were closed ($0.1  million).   At                    
September  30, 1998, same store pawn loan balances  were  9%                    
above September 30, 1997, and the annualized yield decreased                    
by four percentage points to 207% primarily as a result of a                    
mix shift to lower yielding loans.                                              

For Fiscal 1997, pawn service charge revenue increased              
$8.7  million from Fiscal 1996 to $78.8 million as a  result                    
of  an  increase  in same store pawn service charge  revenue                    
($8.5  million), pawn service charge revenue from new stores                    
not open the full 12 month period ($0.6 million), reduced by                    
stores  which were closed ($0.4 million).  At September  30,                    
1997, same store pawn loan balances were 23% above September                    
30,   1996  and  the  annualized  yield  increased  by   two                    
percentage points to 211%.                                                      

A  secondary, but related, activity of the Company  is              
the sale of merchandise, primarily collateral forfeited from                    
its  lending  activity.  For Fiscal 1998, merchandise  sales                    
increased  approximately $10.9 million from Fiscal  1997  to                    
$112.3 million.  An increase in same store merchandise sales                    
($7.8  million),  and  new store sales ($3.8  million)  were                    
offset  by  merchandise  sales of the  closed  stores  ($0.2                    
million)  and  a decrease in wholesale jewelry  sales  ($0.5                    
million).  Same store merchandise sales were up 8%  compared                    
to Fiscal 1997.                                                                 

For   Fiscal   1997,  merchandise   sales   decreased             
approximately $2.1 million from Fiscal 1996 to approximately                    
$101.4  million.  A decline in same store merchandise  sales                    
($0.3 million), merchandise sales of the closed stores ($0.8                    
million), and the decrease in wholesale jewelry sales  ($3.8                    
million)  were  partially offset by new  store  sales  ($2.8                    
million).   Same store sales for Fiscal 1997  declined  0.3%                    
from Fiscal 1996.                                                               

During Fiscal 1996, the Company sold on a wholesale                   
basis or scrapped $3.8 million of jewelry which had been                        
identified as excess and written down to net realizable                         
value during the Company's fourth Fiscal 1995 quarter.                          
These sales and their related cost are included in                              
"Merchandise Sales" and "Cost of Goods Sold."  Due to the                       
earlier write-down, these sales had no effect on income for                     
Fiscal 1996.                                                                    

The  Company's gross margin level (gross profit  as  a              
percentage  of merchandise sales) results from, among  other                    
factors,  the composition, quality and age of its inventory.                    
At   September  30,  1998,  1997  and  1996,  the  Company's                    
inventories  consisted of approximately  60%,  63%  and  66%                    
jewelry  (e.g., ladies' and men's rings, chains,  bracelets,                    
etc.)  and  40%,  37%,  and 34% general  merchandise  (e.g.,                    
televisions,   VCRs,   tools,   sporting   goods,    musical                    
instruments,  firearms, etc.). At September 30,  1998,  1997                    
and  1996,  approximately 88%, 87%, and 75% of  the  jewelry                    
inventory was less than 12 months old based on the Company's                    
date  of  acquisition (date of forfeiture for collateral  or                    
date of purchase) as was approximately 96%, 96%, and 87%  of                    
the general merchandise inventory.                                              

For  Fiscal  1998, gross margins decreased  0.5  of  a              
percentage point from Fiscal 1997 to 16.2% as a result of  a                    
decline  in  margins  on merchandise sales  (1.1  percentage                    
points), a reduction in inventory shrinkage when measured as                    
a  percentage of merchandise sales (down 0.1 of a percentage                    
point  to  approximately 1.3%) and improved gross profit  on                    
wholesale and scrap jewelry sales (an increase of 0.5  of  a                    
percentage point).                                                              

For Fiscal 1997, gross margins improved 2.6 percentage              
points  from  Fiscal 1996 to 16.7% as a result  of  improved                    
margins on merchandise sales (0.9 of a percentage point),  a                    
reduction  in  inventory  shrinkage  when  measured   as   a                    
percentage  of merchandise sales (down 0.8 of  a  percentage                    
point  to  approximately 1.4%) and improved gross profit  on                    
wholesale and scrap jewelry sales (an increase of 0.9  of  a                    
percentage point).                                                              

In Fiscal 1998, operating expenses as a percentage  of              
total  revenues  increased 0.1 of a  percentage  point  from                    
Fiscal 1997 to 33.8% primarily as a result of increased  new                    
store openings.  Administrative expenses decreased 0.9 of  a                    
percentage  point from Fiscal 1997 to 6.5%  primarily  as  a                    
result of a reduction in management bonuses earned in Fiscal                    
1998 compared to Fiscal 1997.                                                   

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In Fiscal 1997, operating expenses as a percentage  of              
total  revenues  decreased 0.2 of a  percentage  point  from                    
Fiscal  1996 to 33.7% primarily as a result of the economies                    
realized  from the approximately four percent total  revenue                    
increase.   Administrative expenses increased 1.2 percentage                    
points from Fiscal 1996 to 7.4% primarily as a result of  an                    
increase  in  management bonuses earned and  non-capitalized                    
system development costs in Fiscal 1997.                                        

Depreciation and amortization expense, when measured as               
a  percent of total revenue, declined to 3.8% in Fiscal 1998                    
from  4.2%  in Fiscal 1997.  The decline is a net effect  of                    
greater revenues and an absolute decline in depreciation and                    
amortization expense.  Depreciation and amortization expense                    
declined  because the impact of some assets  becoming  fully                    
depreciated  exceeded the additional depreciation  of  asset                    
additions.   In  Fiscal 1997, depreciation and  amortization                    
expense  increased slightly compared to Fiscal 1996  due  to                    
the  fewer new store openings.  In Fiscal 1996, depreciation                    
and amortization expense increases were partially offset  by                    
the effect of stores that were closed.                                          

Interest  expense increased to $1.4 million in  Fiscal              
1998  from  $1.0  million  in Fiscal  1997  largely  due  to                    
increased  average  debt balances  for  the  full  12  month                    
period.   Interest  expense decreased  by  $0.9  million  in                    
Fiscal  1997  from $1.9 million largely due to decreases  in                    
average debt balances for the full 12 month period.                             

Income  tax  expense for Fiscal 1998 was $5.6  million              
(38%  of  pretax  income) compared to $4.7 million  (36%  of                    
pretax income) for Fiscal 1997 and $2 million (36% of pretax                    
income)  for Fiscal 1996.  The increased effective tax  rate                    
was  due  to  higher effective state income  taxes  in  some                    
states in which the Company operates.                                           

Net income for Fiscal 1998 was $9.2 million compared to               
net income of $8.4 million for Fiscal 1997.  The improvement                    
in  net  income results primarily from higher  pawn  service                    
charge   revenues  and  increased  net  revenues  on  higher                    
merchandise  sales,  partially offset  by  higher  operating                    
costs.  Net income for Fiscal 1997 was $8.4 million compared                    
to net income $3.5 million for Fiscal 1996.  The improvement                    
results  primarily from higher pawn service charge  revenues                    
and  improved  gross margins on merchandise sales  partially                    
offset by higher administrative costs.                                          

The Year 2000 Issue                                                             
The  Company, like many companies, faces the Year 2000              
Issue.   This is a result of computer programs being written                    
using  two  digits rather than four (for example,  "98"  for                    
1998)  to  define the applicable year.  Any of the Company's                    
programs  that have time-sensitive software may recognize  a                    
date  using "00" as the year 1900 rather than the year 2000.                    
This  could  result  in a system failure or  miscalculations                    
causing  disruptions of operations, including,  among  other                    
things  a  temporary  inability to process  transactions  or                    
engage in similar normal business activities.                                   

Based on recent assessments, the Company has determined               
that  it  will be required to modify or replace portions  of                    
its software and certain hardware so that those systems will                    
properly  utilize  dates  beyond  December  31,  1999.   The                    
Company  presently  believes  that  with  modifications   or                    
replacements of existing software and certain hardware,  the                    
Year   2000  Issue  can  be  mitigated.   However,  if  such                    
modifications and replacements are not completed timely, the                    
Year  2000  Issue  could  have  a  material  impact  on  the                    
operations of the Company.                                                      

The  Company's  plan to resolve the  Year  2000  Issue              
involves the following four phases: assessment, remediation,                    
testing, and implementation.  To date, the Company has fully                    
completed  its  assessment  of all  systems  that  could  be                    
affected   by  the  Year  2000.   The  completed  assessment                    
indicated that the information technology system which would                    
be  affected  is  the Company's store level  point  of  sale                    
system.   The  Company is in the process of  completing  the                    
replacement of its financial and human resources information                    
systems and expects to have those fully replaced by the  end                    
of  its second fiscal 1999 quarter.  The new systems will be                    
Year 2000 compliant.   In addition, the Company has gathered                    
information about the Year 2000 compliance status  regarding                    
relationships  it  has  with  various  third   parties   and                    
continues to monitor their compliance.  To date, the Company                    
is  not aware of any third party with a Year 2000 Issue that                    
would materially impact the Company's results of operations,                    
liquidity,  or capital resources.  However, the Company  has                    
no  means  of ensuring that all third parties will  be  Year                    
2000 ready.                                                                     

For its information technology exposures to date,  the              
Company  is  100%  complete  on the  assessment  phase,  90%                    
complete  on  the  remediation phase and 70%  complete  with                    
regards to the remaining phases.  It expects to be                              

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100%  fully complete with respect to software reprogramming,                    
replacement, testing and implementation by March 1999.                          

The  Company  will  utilize  internal  resources   to             
reprogram,  test, and implement the software  and  operating                    
equipment  for Year 2000 modifications.  The total  cost  of                    
the  Year 2000 project is estimated to be less than $100,000                    
and  is  being funded through operating cash flows.    These                    
costs  are  being  expensed  as  incurred.    The  costs  of                    
replacing  the  financial and human  resources  systems  are                    
excluded  from this amount as the decision to replace  those                    
systems was not accelerated by the Year 2000 Issue.                             

Management of the Company believes it has an effective              
program in place to resolve the Year 2000 Issue in a  timely                    
manner.   As noted above, the Company has not yet  completed                    
all necessary phases of the Year 2000 program.  In the event                    
that  the  Company does not complete any additional  phases,                    
the   Company   might  not  be  able  to  process   customer                    
transactions.   In  addition,  disruptions  in  the  economy                    
generally  resulting  from  Year  2000  Issues  could   also                    
materially  adversely  affect the Company.   The  amount  of                    
potential  liability and lost revenue cannot  be  reasonably                    
estimated at this time.                                                         

The Company currently has no contingency plans in place               
in  the  event it does not complete all phases of  the  Year                    
2000  program.  The Company plans to evaluate the status  of                    
completion in March 1999, and determine at that time whether                    
such a plan is necessary.                                                       

Liquidity and Capital Resources                                                 
Net  cash provided by operating activities for  Fiscal              
1998 was $10.8 million compared to $10.4 million provided in                    
Fiscal  1997  and  $22.1 million provided  in  Fiscal  1996.                    
Improved   operating   results  offset   by   increases   in                    
inventories  and  pawn service charges receivable  were  the                    
main  factors  for the increased cash provided by  operating                    
activities.   In  addition, a portion  of  the  Fiscal  1996                    
operating cash flow is the result of income tax refunds from                    
the  carryback  of the Company's Fiscal 1995  net  operating                    
loss and the lower level of taxes payable resulting from the                    
carryforward of this net operating loss ($6.2 million).   In                    
Fiscal 1998, bank borrowings increased $28.8 million.  These                    
borrowings,  along with $10.8 million provided by  operating                    
activities, were used by investing activities ($6.2  million                    
increase  in  investments  in  pawn  loans,  $17.6   million                    
invested  in  property, plant and equipment,  $10.8  million                    
invested in the unconsolidated affiliate, Albemarle  &  Bond                    
Holdings,  plc, $3.6 million for acquisition of pawn  stores                    
and  $0.9  million  for the purchase of other  pawn  related                    
assets) resulting in a net increase in cash of $0.5 million.                    

In Fiscal 1998, the Company invested $22.2 million  to              
open  35  newly established stores, to acquire three stores,                    
to  remodel  or relocate existing stores, and to upgrade  or                    
replace  existing  equipment  and  computer  systems.    The                    
Company  funded  these expenditures largely from  cash  flow                    
provided  by operating activities and bank borrowings.   The                    
Company  plans  to open approximately 60 new stores  in  the                    
next  12  months  and  to  continue the  conversion  of  the                    
computer   systems  requiring  a  combined   total   capital                    
investment  of  approximately  $28  million.   The   Company                    
anticipates  that  cash  flow  from  operations  and   funds                    
available  under its existing bank line of  credit  will  be                    
adequate  to  fund  these  capital  expenditures   and   the                    
anticipated pawn loan growth during the coming year.   There                    
can  be no assurance, however, that the Company's cash  flow                    
and  line  of credit will provide adequate funds  for  these                    
expenditures.                                                                   

On  May 9, 1997, the Company amended its November  29,              
1994  revolving line of credit.  The amended revolving  line                    
of  credit  matures January 30, 2000.  Terms of the  amended                    
agreement require, among other things, that the Company meet                    
certain financial covenants.  Borrowings under the line  are                    
unsecured  and  bear interest at the bank's Eurodollar  rate                    
plus 0.75% to 1.5%.                                                             

On  December  10, 1998, the Company  completed  a  new              
$110,000,000 syndicated credit facility.  Jointly  with  the                    
closing  on  this  facility,  the  Company  terminated   its                    
existing  facility  dated  November  29,  1994,  as  amended                    
through  the fifth amendment dated October 5,1998.  The  new                    
credit  facility is unsecured and matures December 3,  2001.                    
Terms  of the credit agreement require, among other  things,                    
that  the  Company  meet certain financial  covenants.   The                    
outstanding  balance  under  the  facility  bears  interest,                    
payable   monthly,  at  the  agent  bank's  Prime  Rate   or                    
Eurodollar  rate plus 87.5 to 137.5 basis points,  depending                    
on  certain performance criteria.  In addition, the  Company                    
pays  an unused commitment fee equal to a fixed rate  of  25                    
basis points of the unused                                                      

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amount  of the total commitment.  At December 15, 1998,  the                    
Company  had $58 million outstanding on the line of  credit.                    
See Note F - Long-Term Debt.                                                    

Seasonality                                                                     
Historically, pawn service charge revenues are highest              
in  the  Company's fiscal fourth quarter (July,  August  and                    
September)  due  to  higher loan demand  during  the  summer                    
months  and  merchandise sales are highest in the  Company's                    
fiscal  first  and  second fiscal quarters (October  through                    
March) due to the holiday season and tax refunds.                               

Forward-Looking Information                                                     
This  Annual  Report on Form 10-K  includes  "forward-              
looking statements" within the meaning of Section 27A of the                    
Securities Act of 1933, as amended, and Section 21E  of  the                    
Securities Exchange Act of 1934, as amended.  All statements                    
other  than  statement  of historical  information  provided                    
herein are forward-looking and may contain information about                    
financial  results, economic conditions,  trends  and  known                    
uncertainties.  The Company cautions the reader that  actual                    
results could differ materially from those expected  by  the                    
Company   depending  on  the  outcome  of  certain  factors,                    
including  without  limitation  (i)  fluctuations   in   the                    
Company's  inventory and loan balances, inventory  turnover,                    
average  yields on loan portfolios, redemption rates,  labor                    
and   employment   matters,  competition,  operating   risk,                    
acquisition  and  expansion  risk,  liquidity  and   capital                    
requirements  and the effect of government and environmental                    
regulations and (ii) adverse changes in the market  for  the                    
Company's  services.   Readers are cautioned  not  to  place                    
undue  reliance  on these forward-looking statements,  which                    
speak only as of the date hereof.  The Company undertakes no                    
obligations to release publicly the results of any revisions                    
to  these  forward-looking statements which may be  made  to                    
reflect  events  or  circumstances after  the  date  hereon,                    
including  without  limitation,  changes  in  the  Company's                    
business  strategy  or planned capital expenditures,  or  to                    
reflect the occurrence of unanticipated events.                                 

Item  7A.  Qualitative  and Quantitative  Disclosures  about                    
Market Risk                                                                     

Market Risk Disclosures                                                         
The  following  discussion about the Company's  market              
risk   disclosures   involves  forward-looking   statements.                    
Actual  results could differ materially from those projected                    
in  the  forward-looking statements.  The Company is exposed                    
to  market  risk  related to changes in interest  rates  and                    
foreign  currency exchange rates.  The Company does not  use                    
derivative financial instruments.                                               

The  Company's  earnings are affected  by  changes  in              
interest rates due to the impact those changes have  on  its                    
variable-rate  debt  instruments.   The  majority   of   the                    
Company's long-term debt at September 30, 1998 is a variable-                   
rate  debt instrument.  If interest rates average  25  basis                    
points  more  in 1999 than they did in 1998,  the  Company's                    
annual  interest  expense would be increased  by  less  than                    
$100,000.   These amounts are determined by considering  the                    
impact  of  the hypothetical interest rates on the Company's                    
variable-rate long-term debt at September 30, 1998.                             

The  Company's  earnings and  financial  position  are              
affected  by foreign exchange rate fluctuations  related  to                    
the  equity  investment in Albemarle &  Bond  Holdings,  plc                    
("A&B").  A&B's operation's functional currency is the  U.K.                    
pound.   The  U.K.  pound  exchange rate  can  directly  and                    
indirectly  impact the Company's results of  operations  and                    
financial  position in several manners, including  potential                    
economic  recession in the U.K. resulting  from  a  devalued                    
pound.   The impact on the Company's financial position  and                    
results  of  operations  of  a hypothetical  change  in  the                    
exchange  rate  between the U.S. dollar and the  U.K.  pound                    
cannot  be reasonably estimated.  The cumulative translation                    
adjustment representing the decline in the U.K. pound during                    
Fiscal  1998  was  approximately $30,000.  On  December  15,                    
1998,  the U.K. pound closed at 0.5928 to 1.00 U.S.  dollar,                    
an increase from 0.5886 at September 30, 1998.  No assurance                    
can  be  given as to the future valuation of the U.K.  pound                    
and  how further movements in the pound could effect  future                    
earnings or the financial position of the Company.                              

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Item 8. Financial Statements and Supplementary Data                             

Index to Financial Statements                   

                                  Page

Report of Independent Auditors                           24                     

Consolidated Financial Statements:                                              

Consolidated Balance Sheets as of September 30, 1997                            
and 1998                                                 25                     

Consolidated Statements of Operations for each                                  
of the Three Fiscal Years Ended September 30,  1998      26                     

Consolidated Statements of Cash Flows for each of the                           
Three Fiscal Years Ended September 30, 1998              27                     

Consolidated Statements of Stockholders' Equity  for                            
each of the Three Fiscal Years Ended September 30, 1998  28                     

Notes to Consolidated Financial Statements               29                     

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Report of Independent Auditors                                                  

Board of Directors                                                              
EZCORP, Inc.                                                                    

We have audited the accompanying consolidated balance sheets                    
of  EZCORP,  Inc. and its subsidiaries as of  September  30,                    
1997  and  1998, and the related consolidated statements  of                    
operations, stockholders' equity, and cash flows for each of                    
the three years in the period ended September 30, 1998.  Our                    
audits also included the financial statement schedule listed                    
in  the  Index at Item 14(a)(2).  These financial statements                    
and   schedule  are  the  responsibility  of  the  Company's                    
management.  Our responsibility is to express an opinion  on                    
these financial statements based on our audits.                                 

We   conducted  our  audits  in  accordance  with  generally                    
accepted  auditing standards.  Those standards require  that                    
we plan and perform the audit to obtain reasonable assurance                    
about  whether the financial statements are free of material                    
misstatement.  An audit includes examining, on a test basis,                    
evidence  supporting  the amounts  and  disclosures  in  the                    
financial statements.  An audit also includes assessing  the                    
accounting principles used and significant estimates made by                    
management,  as  well  as evaluating the  overall  financial                    
statement presentation.  We believe that our audits  provide                    
a reasonable basis for our opinion.                                             

In   our  opinion,  the  consolidated  financial  statements                    
referred  to above present fairly, in all material respects,                    
the  consolidated financial position of EZCORP, Inc. and its                    
subsidiaries  at  September  30,  1997  and  1998,  and  the                    
consolidated  results  of their operations  and  their  cash                    
flows  for  each  of  the three years in  the  period  ended                    
September  30,  1998, in conformity with generally  accepted                    
accounting  principles.  Also in our  opinion,  the  related                    
financial statement schedule, when considered in relation to                    
the  basic  financial statements taken as a whole,  presents                    
fairly  in  all material respects the information set  forth                    
therein.                                                                        

                     ERNST & YOUNG LLP

Austin, Texas                                                                   
November 10, 1998, except for Note P as                                         
to which the date is December 16, 1998                                          

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Consolidated Balance Sheets                   

                                 September 30,
                                1997            1998
                                ----------------------------
                                (In thousands)

                                                                [Download Table]

                                                                  
Assets:                                                           
  Current assets:                                                 
    Cash and cash equivalents             $    829        $  1,328
    Pawn loans                              42,837          49,632
    Service charges receivable              13,130          14,843
    Inventory, net                          39,258          44,011
    Deferred tax asset                       1,889           1,882
    Federal income tax recoverable               -             840
    Prepaid expenses and other assets        1,965           3,170
                                           -----------------------
      Total current assets                  99,908         115,706

  Investment in unconsolidated affiliate         -          10,909

  Property and equipment, net               32,586          43,666

  Other assets:                                                   
    Goodwill, net                           12,532          13,605
    Deferred tax asset                       1,730               -
    Notes receivable related parties         3,033           3,000
    Other assets, net                        1,262           3,025
                                           -----------------------
  Total assets                            $151,051        $189,911
                                           =======================
Liabilities and Stockholders' Equity:                             
  Current liabilities:                                            
    Current maturities of long-term debt  $      9        $     10
    Accounts payable and other accrued                            
    expenses                                 7,715           8,874
    Customer layaway deposits                1,914           2,174
    Federal income taxes payable               819               -
                                           -----------------------
      Total current liabilities             10,457          11,058

  Long-term debt, less current maturities   19,133          48,123

  Deferred tax liability                         -              24
  Other long-term liabilities                    -             152
                                           -----------------------
      Total long-term liabilities                -          48,299

  Commitments and contingencies                                   

  Stockholders' equity:                                           
    Preferred Stock, par value $.01                               
    per share - Authorized 5,000,000                              
    shares; none issued and outstanding          -              - 
    Class A Non-voting Common Stock,                              
    par value $.01 per share                   105            108 
      Authorized 40,000,000 shares;                               
      10,524,563 issued and                                       
      10,515,530 outstanding in 1997;                             
      10,820,574 issued and                                       
      10,811,541 outstanding in 1998                              
    Class B Voting Common Stock, convertible,                     
    par value $.01 per share                    15            12  
      Authorized 1,484,407 shares in 1997;                        
      1,480,301 shares issued and                                 
      outstanding in 1997;                                        
      Authorized 1,198,990 shares in 1998;                        
      1,190,057 issued and outstanding in                         
      1998                                                        
    Additional paid-in capital             114,338        114,398 
    Retained earnings                        7,767         16,830 
                                           ---------------------- 
                                           122,225        131,348 
    Treasury stock (9,033 shares in 1997                          
    and 1998)                                  (35)           (35)
    Receivables from stockholders             (729)          (729)
    Accumulated foreign currency                                  
    translation adjustment                       -            (30)
                                           ---------------------- 
      Total stockholders' equity           121,461        130,554 
                                           ---------------------- 
  Total liabilities and stockholders'                             
  equity                                  $151,051       $189,911 
                                   ======================                       
See notes to consolidated financial statements.                                 

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Consolidated Statements of Operations                   

                         Years Ended September 30,
                         1996         1997          1998
                        ------------------------------------
                     (In thousands, except
                      per share amounts)

                                                                [Download Table]

                                                                     
Revenues:                                                            
  Sales                           $ 103,511    $ 101,454   $ 112,307 
  Pawn service charges               70,115       78,845      85,087 
                                  ---------------------------------- 
     Total revenues                 173,626      180,299     197,394 

Costs of goods sold                  88,953       84,468      94,084 
                                  ---------------------------------- 
     Net revenues                    84,673       95,831     103,310 

Operating expenses:                                                  
  Operations                         58,969       60,735      66,742 
  Administrative                     10,712       13,320      12,810 
  Depreciation                        6,302        6,761       6,895 
  Amortization                        1,271          855         701 
                                  ---------------------------------- 
     Total operating expenses        77,254       81,671      87,148 
                                  ---------------------------------- 
Operating income                      7,419       14,160      16,162 

Interest expense, net                 1,884          982       1,398 
Equity in net income of                                              
unconsolidated affiliate                  -            -         (95)
                                  ---------------------------------- 
Income before income taxes            5,535       13,178      14,859 

Income tax expense                    1,992        4,745       5,646 
                                  ---------------------------------- 
Net income                         $  3,543     $  8,433    $  9,213 
                                  ================================== 
Basic and diluted                                                    
earnings per share                 $   0.30     $   0.70    $   0.77 
                                  ================================== 
Weighted average shares outstanding                                  
  Basic                              11,988       11,995      11,999 
  Diluted                            11,988       12,002      12,014 

See notes to consolidated financial statements.                                 

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Consolidated Statements of Cash Flows                   

                         Years Ended September 30,
                          1996          1997          1998
                         -------------------------------------
                          (In thousands)

                                                                [Download Table]

                                                                      
Operating Activities:                                                 
  Net income                     $   3,543    $   8,433     $   9,213 
  Adjustments to reconcile                                            
  net income to net cash                                              
  provided by operating                                               
  activities:                                                         
    Depreciation and amortization    7,573        7,616         7,596 
    Net (gain)/loss on sale or                                        
    disposal of assets                (167)         520           (32)
    Income from investment in                                         
    unconsolidated affiliate             -            -           (95)
    Changes in operating assets                                       
    and liabilities:                                                  
      Service charges receivable     1,190       (2,868)       (1,575)
      Inventory                      5,741       (3,424)       (4,303)
      Notes receivable related                                        
      parties                           (3)          (2)           33 
      Prepaid expenses and other                                      
      assets                           (55)         862        (1,689)
      Accounts payable and accrued                                    
      expenses                      (1,778)        (431)        1,169 
      Customer layaway deposits       (124)         (62)          251 
      Other long-term liabilities        -            -           152 
      Federal income taxes payable     800           19          (819)
      Deferred taxes                 1,192         (279)        1,761 
      Income taxes recoverable       4,236            -          (840)
    Net cash provided by operating ---------------------------------- 
    activities                      22,148       10,384        10,822 

Investing Activities:                                                 
  Pawn loans forfeited and                                            
  transferred to inventory          50,805       53,272        60,297 
  Pawn loans made                 (151,437)    (170,379)     (180,894)
  Pawn loans repaid                105,778      108,906       114,429 
                                  ----------------------------------- 
                                     5,146       (8,201)       (6,168)
  Additions to property,                                              
  plant and equipment               (5,836)      (5,505)      (17,830)
  Acquisitions, net of cash                                           
  acquired                               -            -        (3,600)
  Purchase of pawn related assets        -            -          (925)
  Investment in unconsolidated                                        
  affiliate                              -            -       (10,844)
  Proceeds from sale of assets       2,031            6           203 
    Net cash provided by/(used in) ---------------------------------- 
    investing activities             1,341      (13,700)      (39,164)

Financing Activities:                                                 
  Proceeds from bank borrowings      5,000       15,000        48,000 
  Payments on bank borrowings      (31,671)     (12,274)      (19,009)
  Collections of stockholder                                          
  notes receivable                       8            -             - 
  Payment of dividends                   -            -          (150)
                                   ---------------------------------- 
    Net cash provided by/(used in)                                    
    financing activities           (26,663)       2,726        28,841 
                                   ---------------------------------- 
  Change in cash and equivalents    (3,174)        (590)          499 
  Cash and equivalents at                                             
  beginning of period                4,593        1,419           829 
    Cash and equivalents at        ---------------------------------- 
    end of period                $   1,419    $     829     $   1,328 
                                  =================================== 
Cash paid during the periods for:                                     
    Interest                     $   2,481    $   1,237     $   1,850 
    Income taxes                 $       -    $   5,006     $   5,934 

Noncash investing and financing activities:                           
  Issuance of common stock to                                         
  401(k) plan                        $  65        $  37         $  60 
  Accumulated foreign currency                                        
  translation adjustment             $   -        $   -         $ (30)

See notes to consolidated financial statements.                                 

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Consolidated Statements of Stockholders' Equity                   

                                               Accumulated
                                           Foreign
       Add'l   Retained         Receivables Currency
Common Stock  Paid in Earnings/ Treasury    from   Translation      
Shares Par Value Capital (Deficit)   Stock StockholdersAdjustment    Total
 ------ --------- ------- --------- -------- ----------- ---------- --------

                                                                [Download Table]

                                                                             

(In thousands)                                                               
Balances at September 30, 1995                                               
   11,987   $120   $114,236  $(4,209)  $(35)  $(737)       $  -      $109,375

  Issuance of common stock to                                                
    401(k) plan                                                              
       12      -         65        -      -       -           -           65 
  Reductions on stockholder notes                                            
        -      -          -        -      -       8           -            8 
  Net income                                                                 
        -      -          -    3,543      -       -           -        3,543 
Balances at September 30, 1996                                               
   ------------------------------------------------------------------------- 
   11,999    120    114,301     (666)   (35)   (729)          -      112,991 

  Issuance of common stock to                                                
   401(k) plan                                                               
        5      -         37        -      -       -           -           37 
  Net income                                                                 
        -      -          -    8,433      -       -           -        8,433 
Balances at September 30, 1997                                               
   ------------------------------------------------------------------------- 
   12,004    120    114,338    7,767    (35)   (729)          -      121,461 

  Issuance of common stock to                                                
   401(k) plan                                                               
        7      -         60        -      -       -           -          60  
  Payment of dividends                                                       
        -      -          -     (150)     -       -           -        (150) 
  Foreign currency translation adjustment                                    
        -      -          -        -      -       -         (30)        (30) 
  Net income                                                                 
        -      -          -    9,213      -       -           -       9,213  
Balances at September 30, 1998                                               
   ------------------------------------------------------------------------  
   12,011   $120   $114,398  $16,830 $  (35)  $(729)       $(30)   $130,554  
   ========================================================================  


See notes to consolidated financial statements.                                 

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Notes to Consolidated Financial Statements                    

Note  A - Organization and Summary of Significant Accounting                    
Policies                                                                        

Organization:    The   Company  is  primarily   engaged   in                    
establishing,  acquiring, and operating  pawnshops.   As  of                    
September 30, 1998, the Company operated 286 locations in 14                    
states.   The  pawnshops  function as  sources  of  customer                    
credit  and  as specialty retailers primarily of  previously                    
owned merchandise.                                                              

Consolidation:    The   consolidated  financial   statements                    
include  the  accounts of the Company and its  wholly  owned                    
subsidiaries.   All  significant intercompany  accounts  and                    
transactions   have   been  eliminated   in   consolidation.                    
Additionally,  the Company accounts for its 29.99%  interest                    
in  Albemarle & Bond Holdings, plc ("A&B") using the  equity                    
method.                                                                         

Revenue  Recognition:   Pawn loans ("loans")  are  generally                    
made  on  the pledge of tangible personal property  for  one                    
month  with  an  automatic 60 day grace  period  (the  "loan                    
term").  Pawn service charges on loans are recorded based on                    
the  interest  method.   If  the loan  is  not  repaid,  the                    
forfeited collateral (inventory) is valued at the  lower  of                    
cost  (principal  plus  accrued  interest)  or  market  (net                    
realizable  value) of the property.  When this inventory  is                    
sold, sales revenue and the related cost are recorded at the                    
time of sale.                                                                   

Concentrations of Credit Risk:  Collateral for the Company's                    
pawn loans consists of tangible personal property, generally                    
jewelry,  consumer electronics, tools, firearms and  musical                    
instruments.    The   Company  does  not   investigate   the                    
creditworthiness of a borrower, but relies on the  estimated                    
resale   value  of  the  pledged  property,  the   perceived                    
probability  of  its  redemption,  and  the  estimated  time                    
required  to  sell  the  item as  a  basis  for  its  credit                    
decision.   As a result, the Company believes  it  has  very                    
little credit risk.                                                             

Cash  and Cash Equivalents:  For purposes of this statement,                    
the Company considers investments with maturities of 90 days                    
or less when purchased to be cash equivalents.                                  

Inventory:   Inventory  is  stated  at  the  lower  of  cost                    
(specific identification) or market (net realizable  value).                    
Inventory  consists of merchandise acquired  from  forfeited                    
loans,  merchandise  purchased from  customers,  merchandise                    
acquired  from the acquisition of other pawnshops,  and  new                    
merchandise purchased from vendors.  The Company provides an                    
allowance  for shrinkage and valuation based on management's                    
evaluation  of  the  age, condition, and salability  of  the                    
merchandise.   The  valuation allowance  deducted  from  the                    
carrying  value  of  inventory amounted  to  $6,933,476  and                    
$6,817,048 at September 30, 1997 and 1998, respectively.                        

Software  Development  Costs:   The  Company  accounts   for                    
software  development  costs in accordance  with  SOP  98-1,                    
Accounting for the Costs of Computer Software Developed  for                    
or  Obtained  for Internal Use.  The SOP was issued  by  the                    
AICPA  in  March  1998  and is effective  for  fiscal  years                    
beginning  after December 15, 1998;  however, as  permitted,                    
the  Company  chose  early adoption of  the  SOP.   The  SOP                    
requires the capitalization of certain costs incurred  after                    
the  date  of  adoption  in connection  with  developing  or                    
obtaining   software  for  internal   use.    During   1998,                    
approximately   $5,150,000  of  costs  were  capitalized  in                    
connection   with  the  development  of  internal   software                    
systems.  Included in this amount is $230,000 of capitalized                    
interest.   Capitalized  costs will be  amortized  over  the                    
estimated useful life once each system is complete and ready                    
for its intended use.                                                           

Customer  Layaway Deposits:  Customer layaway  deposits  are                    
recorded as deferred revenue until the entire related  sales                    
price has been collected.                                                       

Property  and Equipment:  Property and equipment are  stated                    
at  cost.   Provisions for depreciation are  computed  on  a                    
straight-line basis using estimated useful lives of 30 years                    
for  buildings  and  5 to 10 years for equipment,  leasehold                    
improvements and software development costs.                                    

Intangible  Assets:  Intangible assets consist primarily  of                    
excess   purchase   price  over  net  assets   acquired   in                    
acquisitions.   Excess cost over fair value  of  net  assets                    
acquired (or goodwill) is amortized on a straight-line basis                    
over  20  to  40  years  (the expected period  of  benefit).                    
Accumulated   amortization  of  goodwill  was  approximately                    
$5,716,000 and                                                                  

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$6,217,000  at  September 30, 1997 and  1998,  respectively.                    
Accumulated amortization of all other intangible assets  was                    
approximately  $6,353,000 and  $6,553,000 at  September  30,                    
1997 and 1998, respectively.                                                    

Long-Lived  Assets:   Long-lived  assets  (i.e.,   property,                    
equipment and intangible assets) are reviewed for impairment                    
whenever  events or changes in circumstances  indicate  that                    
the net book value of the asset may not be recoverable.   An                    
impairment  loss  would be recognized  if  the  sum  of  the                    
expected   future  cash  flows  (undiscounted   and   before                    
interest)  from the use of the asset is less  than  the  net                    
book  value  of  the asset.  Generally, the  amount  of  the                    
impairment  loss is measured as the difference  between  the                    
net book value of the assets and the estimated fair value of                    
the related assets.                                                             

Fair  Value  of Financial Instruments:   The fair  value  of                    
financial instruments is determined by reference to  various                    
market  data and other valuation techniques, as appropriate.                    
Unless  otherwise  disclosed, the fair values  of  financial                    
instruments approximate their recorded values, due primarily                    
to their short-term nature.                                                     

Foreign   Currency   Translation:   The   Company's   equity                    
investment  in  A&B is translated into U.S. dollars  at  the                    
exchange  rate  as  of  A&B's balance sheet  date,  and  the                    
related  interest  in  A&B's net  income  is  translated  at                    
average  exchange  rates for the period  from  the  date  of                    
acquisition  through  A&B's balance sheet  date.   Resulting                    
translation   adjustments  are  reflected  as   a   separate                    
component of stockholders' equity.                                              

Advertising:  Advertising costs are  expensed  as  incurred.                    
Advertising expense was approximately $2,701,000, $1,267,000                    
and  $1,208,000,  for the fiscal years ended  September  30,                    
1996, 1997, and 1998, respectively.                                             

Income Taxes:  The Company files a consolidated return  with                    
its  wholly owned subsidiaries.  Deferred taxes are recorded                    
based  on  the  liability method and result  primarily  from                    
differences  in  the  timing of the recognition  of  certain                    
revenue  and  expense items for federal income tax  purposes                    
and financial reporting purposes.                                               

Stock-Based  Compensation:  The  Company  accounts  for  its                    
stock based compensation plans in accordance with Accounting                    
Principles  Board  Opinion  No. 25,  "Accounting  for  Stock                    
Issued  to  Employees"  ("APB 25").  In  October  1995,  the                    
Financial  Accounting Standards Board  issued  Statement  of                    
Financial  Accounting  Standards No.  123,  "Accounting  for                    
Stock Based Compensation" ("SFAS 123").  SFAS 123 encourages                    
expensing  the  fair  value of employee stock  options,  but                    
allows  an  entity  to continue to account  for  stock-based                    
compensation  to employees under APB 25 with disclosures  of                    
the  pro  forma  effect on net income  had  the  fair  value                    
accounting provisions of SFAS 123 been adopted.   These  pro                    
forma  disclosures are effective for option grants in fiscal                    
years  1996 and after.  The Company has calculated the  fair                    
value  of options granted in these periods using the  Black-                    
Scholes  option  pricing model and has  determined  the  pro                    
forma  impact  on  net income.  See Note G -  Common  Stock,                    
Warrants and Options.                                                           

Use  of  Estimates:  The preparation of financial statements                    
in  conformity with generally accepted accounting principles                    
requires  management to make estimates and assumptions  that                    
affect the amounts reported in the financial statements  and                    
accompanying notes.  Actual results could differ from  those                    
estimates.                                                                      

Recently  Issued Accounting Pronouncements:  In April  1998,                    
the  Accounting Standards Executive Committee (AcSEC) issued                    
Statement of Position (SOP) 98-5, "Reporting on the Costs of                    
Start-Up Activities."  The SOP requires the costs of  start-                    
up  activities  and  organization costs to  be  expensed  as                    
incurred.   The SOP is effective for fiscal years  beginning                    
after  December 15, 1998.  The Company's existing accounting                    
policies are consistent with those of the SOP, and as  such,                    
the  Company  does not expect the SOP to have a  significant                    
impact on future operating results.                                             

In  June  1997,  the  FASB  issued  Statement  of  Financial                    
Accounting   Standards  No.  130  "Reporting   Comprehensive                    
Income"  ("FAS  130").   FAS 130 establishes  standards  for                    
reporting comprehensive income and its components in a  full                    
set of financial statements.  The new standard requires that                    
all  items  that  are  to  be  recognized  under  accounting                    
standards  as components of comprehensive income,  including                    
an   amount  representing  total  comprehensive  income,  be                    
reported in a financial statement that is displayed with the                    
same  prominence as other financial statements.  The Company                    
believes  that this Statement will not significantly  change                    
its current financial statement presentation.                                   

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In  June  1997,  the  FASB  issued  Statement  of  Financial                    
Accounting Standards No. 131 "Disclosures about Segments  of                    
an Enterprise and Related Information" ("FAS 131").  FAS 131                    
establishes  reporting standards for a  company's  operating                    
segments in annual financial statements and the reporting of                    
selected  information about operating  segments  in  interim                    
financial  reports.  The new pronouncement also  establishes                    
standards   for  related  disclosures  about  products   and                    
services,   geographic  areas  and  major  customers.    The                    
statement is effective for financial statements for  periods                    
beginning  after  December 15, 1997.  The  Company  believes                    
that  this  Statement  will  not  significantly  change  its                    
current financial statement presentation.                                       

Note B - Earnings Per Share                                                     

In  February 1997, the Financial Accounting Standards  Board                    
issued  Statement No. 128, "Earnings per Share."   Statement                    
128  replaces  the  previously reported  primary  and  fully                    
diluted  earnings per share with basic and diluted  earnings                    
per   share.   Unlike  primary  earnings  per  share,  basic                    
earnings per share excludes any dilutive effects of options,                    
warrants  and convertible securities.  Diluted earnings  per                    
share  is  very  similar  to the previously  reported  fully                    
diluted  earnings per share.  All earnings per share amounts                    
for  all  periods have been presented, and where  necessary,                    
restated to conform to the Statement 128 requirements.   The                    
impact  of  Statement  128 has not  materially  changed  the                    
current  calculation of earnings per share as  the  dilutive                    
effect  of  stock  options and warrants outstanding  is  not                    
currently material.                                                             

The following table sets forth the computation of basic and                     
diluted earnings per share:                                                     

                                                                [Download Table]
                                    Years Ended September 30,        
                                        1996         1997        1998
                                        -----------------------------
                                                 (In thousands)      
                                                                     
 Numerator                                                           
   Numerator for basic and diluted                                   
   earnings per share - net income     $ 3,543     $ 8,433   $  9,213
Denominator                            ==============================
   Denominator for basic earnings                                    
   per share - weighted average                                      
   shares                               11,988      11,995     11,999
   Effect of dilutive securities:                                    
          Employee stock options             -           -          3
          Warrants                           -           7         12
                                       ------------------------------
   Dilutive potential common shares          -           7         15
                                       ------------------------------
   Denominator for diluted earnings                                  
   per share - adjusted weighted                                     
   average shares and assumed                                        
   conversions                          11,988      12,002     12,014
                                       ==============================
   Basic earnings per share             $ 0.30      $ 0.70     $ 0.77
                                       ==============================
   Diluted earnings per share           $ 0.30      $ 0.70     $ 0.77
                               ==============================                   
For  the  12 months ended September 30, 1998, options  to                 
purchase 618,643 weighted average shares of common stock  at                    
an average price of $13.36 per share were outstanding. These                    
options  were  not  included in the computation  of  diluted                    
earnings  per share because the options' exercise price  was                    
greater than the average market price of common shares  and,                    
therefore, the effect would be anti-dilutive.                                   

For  the  12 months ended September 30, 1997, options  to                 
purchase 619,203 weighted average shares of common stock  at                    
an average price of $13.22 per share were outstanding. These                    
options  were  not  included in the computation  of  diluted                    
earnings  per share because the options' exercise price  was                    
greater than the average market price of common shares  and,                    
therefore, the effect would be anti-dilutive.                                   

For  the  12 months ended September 30, 1996, options  to                 
purchase 694,476 weighted average shares of common stock  at                    
an average price of $13.18 per share were outstanding. These                    
options  were  not  included in the computation  of  diluted                    
earnings  per share because the options' exercise price  was                    
greater than the average market price of common shares  and,                    
therefore, the effect would be anti-dilutive.                                   

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Note  C  - Acquisition of Pawn Stores and Purchase  of  Pawn                    
Related Assets                                                                  

There  were  no acquisitions during the fiscal  years  ended                    
September 30, 1997 and 1996.                                                    

During the fiscal year ended September 30, 1998, the Company                    
paid  approximately $3,600,000 for the acquisition  of  pawn                    
stores.  The purchase price for the acquisitions was  funded                    
primarily  from  an existing revolving credit  line.   These                    
acquisitions  have  been accounted for  under  the  purchase                    
method of accounting.  The operating results of the acquired                    
locations  have been included in the Company's  consolidated                    
results of operations since their respective purchase dates.                    
Excess of cost over the fair value of the assets acquired of                    
approximately $1,300,000 is being amortized on  a  straight-                    
line basis over periods ranging from 20 to 40 years.                            

Since  none of these acquisitions are material to the  total                    
Company   (individually  or  collectively)   per   the   SEC                    
significance test, Rule 1-02(w) of Regulation S-X, there  is                    
no inclusion of pro forma results.                                              

On March 28, 1998, the Company acquired 29.99% of the common                    
shares  of  Albemarle  &  Bond  Holdings,  plc  ("A&B")  for                    
approximately  $10.8 million.  A&B is primarily  engaged  in                    
pawnbroking,  retail jewelry sales and check  cashing.   A&B                    
operates  in England and Wales.  The excess of the  purchase                    
price  over the fair market value of net assets acquired  of                    
approximately $7.6 million is being amortized over 20 years.                    
Summarized  financial information for this equity investment                    
is  not  shown  since  the investment  is  not  material  in                    
relation  to the financial position or results of operations                    
of  the Company.  The acquisition is accounted for using the                    
equity  method of accounting for investment in common stock.                    
A&B's  fiscal  year  ends June 30.   Therefore,  the  income                    
reported  for the Company's fiscal year end of September  30                    
represents its percentage of the results for A&B from  April                    
1  to  June  30,  1998, which is a three (3)  month  lag  in                    
reporting.  See Note P - Subsequent Events.                                     

Also  during  1998, the Company paid approximately  $925,000                    
for  the  purchase of certain pawn related assets  including                    
inventory,  pawn loans, property and equipment.   Excess  of                    
cost  over  the  fair  value  of  the  assets  acquired   of                    
approximately $238,000 is being amortized on a straight line                    
basis over 40 years.                                                            

Note D - Property and Equipment                                                 

Major  classifications  of property and  equipment  were  as                    
follows:                                                                        

                                                                [Download Table]

                                                September 30,       
                                            1997             1998   
                                         -------------------------- 
                                                (In thousands)      

                                                                    
Land                                     $   1,351         $  2,110 
Buildings and improvements                  29,633           35,424 
Furniture and equipment                     23,724           29,865 
Software development costs                     645            5,792 
                                          ------------------------- 
  Total                                     55,353           73,191 

Less - accumulated depreciation            (22,767)         (29,525)
                                           ------------------------ 
                                           $32,586          $43,666 
                                   ========================                     
Note E - Accounts Payable and Accrued Expenses                                  

Accounts  payable  and  accrued expenses  consisted  of  the                    
following:                                                                      

                                                                [Download Table]

                                                 September 30,     
                                             1997            1998  
                                           ------------------------
                                                (In thousands)     
                                                                   
Trade accounts payable                      $    895      $  3,252 
Accrued payroll and related expenses           2,296         2,479 
Other accrued expenses                         4,524         3,143 
                                             --------------------- 
                                            $  7,715      $  8,874 
                                     =====================                      

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Note F - Long-Term Debt                                                         

Long-term debt consisted of:                                                    

                                                                [Download Table]

                                                          September 30,    
                                                       1997          1998  
                                                     ----------------------
                                                        (In thousands)     
                                                                           
Note payable to bank under $50 million line of credit                      
agreement amended as of May 1997; interest on used                         
portion payable monthly at prime rate or the bank's                        
Eurodollar rate plus 0.75% to 1.50% (6.625% at                             
September 30, 1998); principal due January 2000.      $ 19,000  $ 48,000   

Note payable to individual with interest at 10%,                           
payable in monthly installments of $1,881 including                        
interest, maturing August 2002 - land and building                         
pledged as collateral.                                     142       133   
                                                       -----------------   
                                                        19,142    48,133   
  Less current maturities                                    9        10   
                                                       -----------------   
                                                      $ 19,133  $ 48,123   
                                               =================                
The  Company has a $50,000,000 unsecured revolving  line  of                    
credit   with   a  bank  group  of  which  $48,000,000   was                    
outstanding as of September 30, 1998. Credit availability is                    
based  upon a percentage of inventory levels and outstanding                    
pawn loans.  Fees under the line of credit include an annual                    
$25,000  agent fee, a $25,000 facility fee and a  commitment                    
fee  equal  to 0.25% of the unused amount of the commitment.                    
Terms  of  the  loan require, among other things,  that  the                    
Company  meet  certain  financial covenants.   In  addition,                    
incurring  additional debt is restricted and the payment  of                    
dividends  is  limited  to 25% of the Company's  net  income                    
during each fiscal year.  See Note P - Subsequent Events.                       

The  Company  has a $691,300 letter of credit  with  a  bank                    
group  as required by a legal agreement relating to  certain                    
insurance policies.                                                             

Note G - Common Stock, Warrants and Options                                     

The capital stock of the Company consists of two classes  of                    
common  stock designated as Class A Non-voting Common  Stock                    
and  Class  B  Voting Common Stock. The rights, preferences,                    
and  privileges of the Class A and Class B Common Stock  are                    
similar  except that each share of Class B Common Stock  has                    
one  vote  and  each share of Class A Common  Stock  has  no                    
voting  privileges.  All Class A Common  Stock  is  publicly                    
held.   Holders  of  Class  B  Voting  Common   Stock   may,                    
individually  or as a class, convert some or  all  of  their                    
shares  into Class A Non-voting Common Stock. Class A Common                    
Stock becomes voting common stock upon the conversion of all                    
Class B Common Stock to Class A Common Stock. The Company is                    
required  to reserve such number of authorized but  unissued                    
shares  of  Class  A  Non-voting Common Stock  as  would  be                    
issuable upon conversion of all outstanding shares of  Class                    
B Voting Common Stock.                                                          

At September 30, 1998, warrants to purchase 23,591 shares of                    
Class A Non-voting Common Stock and 4,074 shares of Class  B                    
Voting Common Stock at $6.17 per share were outstanding. The                    
warrants are exercisable through July 25, 2009.                                 
The  Company has an Incentive Stock Option Plan  (the  "1991                    
Plan")  under  which options to purchase Class A  Non-voting                    
Common  Stock  may be granted to employees. Options  granted                    
under the 1991 Plan are generally granted at exercise prices                    
equal  to or greater than the fair market value of the Class                    
A Common Stock on the date of grant. The options vest at 20%                    
each  year and are fully vested in five years.  They have  a                    
contractual life of ten years.  In October 1994,  the  Board                    
of  Directors increased the number of shares available under                    
the  1991  Plan to 1,800,000 and amended the  1991  Plan  to                    
provide accelerated vesting upon a change in control of  the                    
Company.  Total options available for grant at September 30,                    
1998 was 1,152,490 shares.                                                      

As  of  September 30, 1998, the Company had 647,510  options                    
outstanding  (options granted less options canceled  due  to                    
employee termination) at exercise prices ranging from  $8.75                    
to $21.75 and a weighted average remaining                                      

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contractual life of 6.3 years. Of these options, 383,828 are                    
vested with a weighted average exercise price of $13.61  per                    
share  and none have been exercised. A summary of 1991  Plan                    
activity  for each of the three fiscal years ended September                    
30, 1996, 1997 and 1998 follows:                                                

Stock Option Plans                    

                                                                [Download Table]

                                                                              
                       Number of Shares Price Range of Shares Weighted Average
                         Under Option       Under Option       Exercise Price 
                       ---------------- --------------------- ----------------
Outstanding at                                                                
September 30, 1995         719,838       $ 8.75-$21.75             $13.32     
   Granted                  62,624       $ 8.75                    $ 8.75     
   Canceled               (138,815)      $ 8.75-$21.75             $11.61     
   Exercised                     0             -                      -       
Outstanding at            -----------------------------------------------     
September 30, 1996         643,647       $ 8.75-$21.75             $13.24     
   Granted                  24,313       $12.75                    $12.75     
   Canceled               (105,955)      $ 8.75-$21.75             $11.97     
   Exercised                     0             -                      -       
Outstanding at            -----------------------------------------------     
September 30, 1997         562,005       $ 8.75-$21.75             $13.46     
   Granted                 138,250       $12.00-$12.50             $12.05     
   Canceled                (52,745)      $ 8.75-$21.75             $12.91     
   Exercised                     0             -                      -       
Outstanding  at           -----------------------------------------------     
September 30, 1998         647,510       $  8.75-$21.75            $13.20     

  Range of Options Outstanding

                                                                [Download Table]

                                                                           
                                           Weighted             Exercisable
                                Weighted    Average                Shares  
                Number of       Average    Remaining              Weighted 
Range of         Shares         Exercise  Contractual            Avg. Exer.
Exercise Prices Outstanding      Price    Life (years) Exercisable  Price  
--------------- -----------    ---------  ------------ ---------- ---------
 $8.75-$12.00   133,023          $11.54       8.9        13,363     $9.99  
$12.50-$12.75   105,287          $12.62       5.9        44,445    $12.61  
$13.00-$13.00   256,400          $13.00       5.7       203,840    $13.00  
$14.00-$14.50   125,400          $14.00       5.8       100,260    $14.00  
$21.75-$21.75    27,400          $21.75       4.2        21,920    $21.75  
 $8.75-$21.75   647,510          $13.46       6.3       383,828    $13.61  

In accordance with SFAS 123, the fair value of these options                    
was  estimated  at the date of grant using  a  Black-Scholes                    
option  pricing  model with the following  weighted  average                    
assumptions for the years ended September 30, 1997 and 1998,                    
respectively:                                                                   

                                                                [Download Table]

                                   September 30,  September 30,
                                       1997            1998    
                                   -------------  -------------
                                                               
  Risk-free interest rate             5.90%           5.74%    
  Dividend yield                         0%              0%    
  Volatility factor of the                                     
  expected market price of the                                 
  Company's common stock              0.386           0.419    
  Expected life of the options        5 years         5 years  

The  Black-Scholes option valuation model was developed  for                    
use  in  estimating the fair value of traded  options  which                    
have no vesting restrictions and are fully transferable.  In                    
addition, this option valuation model requires the input  of                    
highly  subjective assumptions including the expected  stock                    
price  volatility.   Because the  Company's  employee  stock                    
options  have  characteristics significantly different  from                    
those  of  traded  options,  and  because  changes  in   the                    
subjective input assumptions can materially affect the  fair                    
value  estimate, in management's opinion, the  Black-Scholes                    
model does not necessarily provide a reliable single measure                    
of   the   fair   value  of  its  employee  stock   options.                    
Additionally,                                                                   

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because  the  provisions of SFAS 123 are not  effective  for                    
options  granted prior to October 1, 1996  and  due  to  the                    
nature and timing of option grants, the resulting pro  forma                    
compensation   costs  may  not  be  indicative   of   future                    
compensation costs.                                                             

For  purposes  of pro forma disclosures, the estimated  fair                    
value  of  the  options is amortized  to  expense  over  the                    
options' vesting period.  The Company's pro forma net income                    
is as follows:                                                                  

                                                                [Download Table]

                                   1996      1997     1998 
                                ---------------------------
                                                           
Net income - as reported        $ 3,543   $ 8,433   $ 9,213
Less: pro forma compensation                               
expense                              12        10       110
                                ---------------------------
Net income - pro forma          $ 3,531   $ 8,432   $ 9,103
                                ===========================
Basic earnings per share                                   
- pro forma                     $  0.29   $  0.70   $  0.76
                                ===========================
Diluted  earnings per share                                
- pro forma                     $  0.29   $  0.70   $  0.76
                           ===========================                          
On November 5, 1998, the Compensation Committee of the Board                    
of  Directors approved the adoption of the EZCorp, Inc. 1998                    
Incentive Plan, which provides for stock option awards of up                    
to  1,275,000  of  the Company's Class A  Non-voting  Common                    
Stock.   In  approving such plan, the Compensation Committee                    
resolved that no further options would be granted under  any                    
previous  plans.  The Board granted stock options  totalling                    
1,023,000  at  an  exercise price of  $10  per  share.   The                    
majority  of the options vest at the end of 119  months  but                    
are  subject  to  early vesting from  November  5,  1999  to                    
November  5, 2005 if the Company meets certain earnings  per                    
share  targets.  The options have a contractual life of  ten                    
years.                                                                          

The   Compensation  Committee  of  the  Board  of  Directors                    
approved the grant of the following options, exercisable  at                    
$10.00 per share, and, except as provided below, vesting  on                    
October 6, 2008:                                                                

                                                                [Download Table]

                                                                       
                  Tranche A Options Tranche B Options Tranche C Options
                  ----------------- ----------------- -----------------
Sterling B. Brinkley       200,000       100,000           50,000      
Vincent A. Lambiase        200,000       100,000           50,000      
J. Jefferson Dean           83,350        41,650           25,000      
Daniel N. Tonissen          50,000        25,000           25,000      

The  following specified percentage of the options will vest                    
prior  to  October  6,  2008 if the  Company  meets  certain                    
earnings  per  share  ("EPS") targets  described  below  and                    
maintains a certain debt to equity ratio.                                       

                                                                [Download Table]

                                                                      
                              Earnings Per Share for Fiscal Year      
                              ----------------------------------      
                              1999 2000 2001 2002 2003 2004 2005      
                              ---- ---- ---- ---- ---- ---- ----      
Targeted EPS for Tranche A Options                                    
                             $0.85$1.05$1.30$1.60$2.00$2.50$3.10      
Targeted EPS for Tranche B Options                                    
                             $0.85$1.06$1.43$1.92$2.46$3.06$3.66      
Targeted EPS for Tranche C Options                                    
                             $3.00$3.00$3.00$3.00$3.00$3.00$3.00      

                        Percent Vested if  Targets Met for Fiscal Year
                        ----------------------------------------------
                              1999 2000 2001 2002 2003 2004 2005      
                              ---- ---- ---- ---- ---- ---- ----      
     Applicable percentage    10%  10%  15%  15%  20%  20%  10%       
     Amount for Tranche A and Tranche B                               

     Applicable percentage    100% 100% 100% 100% 100% 100% 100%      
     Amount for Tranche C                                             

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In  addition,  with  respect to  Tranche  A  and  Tranche  B                    
Options, to the extent that the applicable EPS target is not                    
met  for  a  particular fiscal year, but the EPS  target  is                    
exceeded  in the next following fiscal year, the excess  may                    
be  carried back to satisfy the shortfall in the immediately                    
prior  year.  Once the EPS target for the Tranche C  Options                    
is  met,  100% of the Tranche C Options vest, and no further                    
Tranche C Options shall vest in any subsequent year in which                    
the  EPS  target  is  met.  Finally, if any  of  the  above-                    
described options fail to qualify as incentive options under                    
the  Internal Revenue Code, the Company has agreed to pay  a                    
bonus to each Optionee at the time and in the amount of  any                    
tax  savings  actually  realized by  the  Company  resulting                    
therefrom.                                                                      

The  EPS  targets  set  forth above  do  not  represent  the                    
Company's    projections,   forecasts   or   forward-looking                    
statements  concerning  future performance.   Instead,  they                    
have  been  established through negotiations with the  named                    
executives to identify appropriate incentives as part  of  a                    
broad-based executive compensation program.  To  the  extent                    
the  EPS  targets may be deemed forward-looking  statements,                    
they  are  subject  in  their entirety  to  the  safe-harbor                    
provisions set forth elsewhere in this report.                                  

The  above-described options are also subject to accelerated                    
vesting  upon  a  change  of  control  of  the  Company,  as                    
described in the 1998 Plan.                                                     

Shares of reserved common stock at September 30, 1998,  were                    
as follows:                                                                     

                                                                [Download Table]

                                                    
                                   Class A   Class B
                                 ---------  --------
Stock option plan                1,800,000         -
Stock warrants                      23,559     4,106
401(k) plan                        100,000         -
Conversion of Class B Voting                        
  Stock                          1,484,407         -
                                 -------------------
                                 3,407,966     4,106
                         ===================                                    
Note H - Income Taxes                                                           

The income tax provision consisted of:                                          

                                                                [Download Table]

                               Years Ended September 30, 
                            1996         1997        1998
                            -----------------------------
                                    (In thousands)       

                                                         
Current                                                  
  Federal                  $     800  $  4,906   $ 3,586 
  State                            -       118       299 
                           ----------------------------- 
                                 800     5,024     3,885 
Deferred                                                 
  Federal                      1,192     (279)     1,761 
  State                            -         -         - 
                           ----------------------------- 
                               1,192     (279)     1,761 
                           ----------------------------- 
                            $  1,992  $  4,745   $ 5,646 
                   =============================                                
A reconciliation of income taxes calculated at the statutory                    
rate and the provision for income taxes were as follows:                        

                                                                [Download Table]

                                Years Ended September 30,  
                              1996       1997         1998 
                             ------------------------------
                                     (In thousands)        

                                                           
Income taxes at the federal                                
statutory rate               $  1,882    $  4,612  $  5,201
Effect of nondeductible                                    
amortization of intangible                                 
assets                             27          27        27
State income tax, net of                                   
federal benefit                     -         118       298
Other                              83         (12)      120
                             ------------------------------
                             $  1,992    $  4,745  $  5,646
                     ==============================                             
Income  before income taxes on the statements of  operations                    
differs from taxable income due to the following, which  are                    
accounted  for differently for financial statement  purposes                    
than  for federal income tax purposes and result in deferred                    
tax expense (benefit):                                                          

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                                                                [Download Table]


                                  Years Ended September 30,  
                                1996        1997        1998 
                                ---------------------------- 
                                      (In thousands)         

                                                             
Inventory basis                 $ (105)   $ (176)     $ (312)
Provision for store closings                                 
  and related charges            1,365      (365)        302 
Software basis                       -         -       1,949 
Other                              (68)      262        (178)
                                ---------------------------- 
                                $1,192    $ (279)     $1,761 
                        ============================                            
Significant   components  of  the  Company's  deferred   tax                    
liabilities and assets as of September 30, 1997 and 1998 are                    
as follows:                                                                     

                                                                [Download Table]

                                  Years Ended September 30,
                                      1997        1998     
                                  -------------------------
                                       (In thousands)      
                                                           
Deferred tax liabilities:                                  
  Amortization of software costs   $   -          $1,949   
  Book over tax inventory basis      539             227   
  Prepaid expenses                   354             517   
                                   ---------------------   
    Total deferred tax liabilities   893           2,693   
Deferred tax assets:               ---------------------   
  Book over tax depreciation       1,432           1,834   
  Inventory reserve                2,357           2,337   
  Amortization of non-competes       297              91   
  Accrued liabilities                390             251   
  Other, net                          36              38   
    Total deferred tax assets      4,512           4,551   
                                  ----------------------   
    Net deferred tax asset       $ 3,619         $ 1,858   
                          ======================                                
The  Company's  tax return for the year ended September  30,                    
1996  was examined by the Internal Revenue Service resulting                    
in no change to the return as filed.                                            

Note I - Related Party Transactions                                             

Pursuant  to  the  terms  of a financial  advisory  services                    
agreement,  an  affiliate  of the  general  partner  of  the                    
majority  stockholder  provides  management  consulting  and                    
investment  banking services to the Company  for  a  $33,333                    
monthly    retainer.   These   services   include    ongoing                    
consultation with respect to offerings by the Company of its                    
securities, including, but not limited to, the form, timing,                    
and   structure  of  such  offerings.  In  addition  to  the                    
retainer,  the  affiliate earns fees from  the  Company  for                    
other  business and financial consulting services. In Fiscal                    
1998,  Morgan  Schiff received $33,333  per  month  for  its                    
services  as a financial advisor and an additional  $250,000                    
in connection with the Company's acquisition of Albemarle  &                    
Bond    Holdings,   plc   ("A&B")   and   received   expense                    
reimbursements of $370,848 of which $98,404 was  related  to                    
the  acquisition of A&B.  In the years ended  September  30,                    
1996   and   1997,   total  management  fees   and   expense                    
reimbursements  of  approximately  $650,000  and   $590,000,                    
respectively, were paid to the affiliate.                                       
From  July  1994  to  August 1994, the  Company  loaned  the                    
President  and Chief Executive Officer $729,113 to  purchase                    
50,000  shares of Class A Non-voting Common Stock, which  is                    
shown  as  a  reduction  of stockholders'  equity  in  these                    
financial  statements. Interest accrues annually at  a  rate                    
equal  to  the  prime  rate plus one half  of  one  percent.                    
Interest  is  payable annually on December 31 of  each  year                    
until  June  30, 1999. As of September 30, 1998, the  amount                    
owed  is  approximately $729,000 plus  accrued  interest  of                    
approximately $49,000.  The Company records interest  income                    
on  the  loan and annually, the Board of Directors  makes  a                    
determination of the amount of interest to be  forgiven,  if                    
any, and charges such amount to compensation expense to  the                    
President and Chief Executive Officer.                                          
In  October 1994, the Board of Directors approved agreements                    
which provide incentive compensation to the Chairman and the                    
Chief  Executive Officer based on growth in the share  price                    
of   the  Company's  publicly  traded  common  stock.   Both                    
executives  were  advanced  $1.5  million  evidenced  by   a                    
recourse  promissory note, due in 2004 and bearing  interest                    
at  the  minimum  rate  allowable  for  federal  income  tax                    
purposes (ranging from 5.44% to 5.76% for 1998).                                

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Specified  percentages of loan principal  will  be  forgiven                    
each time the average closing price of the Company's Class A                    
Common  Stock exceeds specified Stock Price Targets  for  at                    
least  ten consecutive trading days. The Stock Price Targets                    
range  from  $22.50  to  $62.50 per share  and  provide  for                    
complete forgiveness of principal if the share price exceeds                    
$32.50  per  share  within five years or  $62.50  per  share                    
within  ten  years. The Program provides  that  Stock  Price                    
Targets will be adjusted proportionately for certain capital                    
transactions  and  that  the  death  or  disability  of  the                    
executive,  or  certain changes in control, will  result  in                    
forgiveness  of the then remaining principal  and  interest.                    
Accrued interest is forgiven based upon continued employment                    
of  the  executive and the Company is required to  reimburse                    
each  executive  for  the income tax  consequences  of  this                    
Program. Through September 30, 1998, no Stock Price  Targets                    
have  been  attained.   Charges  to  operations  consist  of                    
interest  forgiveness  and  related  income  tax  costs  and                    
totaled  approximately $306,000, $322,000 and  $306,000  for                    
the   years  ended  September  30,  1996,  1997  and   1998,                    
respectively.    On  November  5,  1998,  the   Compensation                    
Committee  of the Board of Directors approved amendments  to                    
such  agreements, providing forgiveness of  such  loans  if,                    
prior to October 1, 2005, a stock price target of $28.25  is                    
attained.   These  amendments  become  effective  only  upon                    
acceptance  of  the  Chairman and Chief  Executive  Officer,                    
respectively.                                                                   

Note J - Leases                                                                 

The  Company leases various facilities and certain equipment                    
under  operating leases.  Future minimum rentals  due  under                    
noncancelable leases including stores which were closed  are                    
as follows for each of the years ending September 30:                           

                                                                [Download Table]

                                Total     
                            (In thousands)

                                          
1999                          $11,190     
2000                            9,135     
2001                            7,854     
2002                            6,079     
2003                            3,857     
Thereafter                      2,044     
                              -------     
                              $40,159     
                                =======                                         
The  Company subleases some of the above facilities.  Future                    
minimum  rentals  expected  under  these  subleases  are  as                    
follows for each of the years ending September 30:                              

                                                                [Download Table]

                                Total    
                           (In thousands)
                                         
1999                        $    552     
2000                             214     
2001                             190     
2002                             172     
2003                             159     
Thereafter                       701     
                             -------     
                             $ 1,988     
                               =======                                          
Rent  expense  for  the  year ending  September  30  was  as                    
follows:                                                                        

                                                                [Download Table]

                                     Total     
                                 (In thousands)

                                               
1996                             $ 9,967       
1997                              10,330       
1998                              11,387       
                                  ------       
                                 $31,684       
                                    ======                                      
Note K - Employment Agreement                                                   

Pursuant  to a settlement agreement dated February 4,  1998,                    
the  Company and its founder and former President and  Chief                    
Executive Officer, Courtland L. Logue, Jr., reached  an  out                    
of court settlement to the lawsuit styled EZCORP,                               

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Inc. v. Courtland L. Logue, Jr., in the 201st District Court                    
of Travis County, Texas.  Under the terms of the settlement,                    
which  closed  February 18, 1998, both the Company  and  Mr.                    
Logue  released  their claims against each other,  including                    
all  claims  under  Mr.  Logue's employment  agreement,  and                    
neither  party  admitted any liability  nor  paid  any  cash                    
consideration to the other.                                                     

The  Company agreed to accelerate the release of contractual                    
restrictions  on the transfer of Mr. Logue's 967,742  shares                    
of  common  stock.  The settlement released  191,548  shares                    
immediately, and a like amount was released on  October  29,                    
1998.   An  additional 95,774 shares will be  released  from                    
restrictions  on  each of October 29, 1999 and  October  29,                    
2000, with the remaining 40% of the shares to be released in                    
July,  2001, as originally scheduled.  As a result  of  this                    
settlement,  on  February 4, 1998,  285,417  shares  of  Mr.                    
Logue's  Class  B  Voting  Common Stock  were  converted  to                    
publicly  traded  Class  A  Non-voting  Common  Stock.   The                    
majority  holder  of  the Class B Voting  Common  Stock  had                    
previously  approved and implemented the conversion  of  Mr.                    
Logue's  other 682,325 shares from Class B Common  Stock  to                    
Class A Common Stock during the fiscal years ended September                    
30,  1996 and 1997.  Also as a part of this settlement,  Mr.                    
Logue  agreed  to assign 10,000 shares of his stock  to  the                    
Company.   The  Company accounted for the receipt  of  these                    
shares  as a capital transaction and has excluded the effect                    
of this transfer from net income.  The Company and Mr. Logue                    
also  clarified  the  scope of Mr. Logue's  continuing  non-                    
competition agreement, negotiated a five year limitation  on                    
Mr.  Logue's  financial  investments in  competing  pawnshop                    
businesses  and negotiated renewal options with  respect  to                    
certain existing real estate leases for store locations.                        

Vincent  A. Lambiase, President and Chief Executive  Officer                    
of  the  Company,  is  employed pursuant  to  an  employment                    
agreement  with  the  Company.  The  agreement  engages  Mr.                    
Lambiase  as  Chief  Executive Officer  from  July  1,  1994                    
through  June 30, 1999. Commencing on July 1, 1999 and  each                    
July  1  thereafter,  this term is to  be  extended  for  an                    
additional  year  unless the Company or Mr.  Lambiase  gives                    
notice  at least 30 days prior to any such July 1 date  that                    
it or he does not wish to extend the agreement.                                 

In  addition to a minimum base salary of $350,000 (which may                    
be  increased  by  the  Board of Directors),  the  agreement                    
entitles Mr. Lambiase to receive a bonus of 75% or  more  of                    
his  base compensation based upon objectives determined each                    
year  by  the Executive Committee of the Board of Directors.                    
The agreement also provides for a loan by the Company to Mr.                    
Lambiase  of  sufficient cash to purchase 50,000  shares  of                    
Company  stock. Mr. Lambiase purchased such stock at various                    
times  between  July  25, 1994 and August  11,  1994  at  an                    
average  price per share of $14.49. The Company  loaned  Mr.                    
Lambiase a total of approximately $729,000 to purchase  this                    
stock. Interest, charged at the prime rate plus one-half  of                    
one percent, is payable annually on December 31 of each year                    
until  the  earlier of June 30, 1999, or one year after  the                    
death  or permanent disability of Mr. Lambiase or a  default                    
in  payment  on the loan. The agreement also grants  to  Mr.                    
Lambiase  the option to purchase, pursuant to the  Company's                    
Long-Term Incentive Plan, 250,000 shares of the Class A Non-                    
voting  Common Stock of the Company.  The exercise price  of                    
the options is $13.00 per share.                                                

Note L - 401(k) Plan                                                            

Effective  October 1, 1991, the Company's Board of Directors                    
established a 401(k) Plan whereby eligible employees of  the                    
Company   may   contribute  a  maximum  of  15%   of   their                    
compensation  within allowable limits.  To be  eligible,  an                    
employee  must  be  at  least 21 years  old  and  have  been                    
employed  by  the  Company for at  least  six  months.   The                    
Company  will match 25% of each employee's contribution,  up                    
to  6%  of  their compensation, in the form of the Company's                    
Class  A  Non-voting  Common  Stock.   Contribution  expense                    
related   to   the  plan  for  1996,  1997  and   1998   was                    
approximately $65,000, $37,000, and $60,000, respectively.                      

Note M - Contingencies                                                          

From  time  to  time, the Company is involved in  litigation                    
relating   to  claims  arising  from  its  normal   business                    
operations. Currently, the Company is a defendant in several                    
lawsuits.   Some  of  these  lawsuits  involve  claims   for                    
substantial  amounts. While the ultimate  outcome  of  these                    
lawsuits  cannot  be  ascertained, after  consultation  with                    
counsel, the Company believes the resolution of these  suits                    
will  not  have  a material adverse effect on the  Company's                    
financial  condition  or  results of  operations.   However,                    
there  can  be  no assurance as to the ultimate  outcome  of                    
these matters.                                                                  

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The Company is also the nominal defendant in a lawsuit filed                    
July  18,  1997  by a holder of 39 shares of  Company  stock                    
styled  for  the  benefit  of the  Company  against  certain                    
directors  of  the  Company in the Castle  County  Court  of                    
Chancery  in  the State of Delaware.  The suit  alleges  the                    
defendants breached their fiduciary duties to the Company in                    
approving    certain   management   incentive   compensation                    
arrangements and an affiliate's financial advisory  services                    
contract with the Company.  The suit seeks rescission of the                    
subject   agreements,  unspecified  damages  and   expenses,                    
including plaintiff's legal fees.    See Note P - Subsequent                    
Events.                                                                         

Note N - Stockholders' Equity                                                   

On  July 27, 1998, the Board of Directors declared an annual                    
$0.05  per share cash dividend payable quarterly.  The first                    
quarterly  dividend of $0.0125 per share due to stockholders                    
of record on August 11, 1998 was paid on August 25, 1998.                       

On  July  27,  1998,  the  Board of Directors  approved  the                    
repurchase of up to 2,000,000 shares of the Company's  Class                    
A  Non-voting Common Stock in open market transactions  over                    
the next 12 months.                                                             

Note O - Quarterly Information (Unaudited)                                      

                                                                [Download Table]

                            Year Ended September 30, 1998                 
                 First Quarter Second Quarter Third Quarter Fourth Quarter
                 ---------------------------------------------------------
                   (In thousands, except per share amounts)               

                                                                          
Total revenues       $51,944     $49,680          $45,210        $50,560  
Net income             2,259       2,037            2,154          2,763  

Net income per share   $0.19       $0.17            $0.18          $0.23  

                            Year Ended September 30, 1997                 
                First Quarter Second Quarter Third Quarter Fourth Quarter 
                --------------------------------------------------------- 
                  (In thousands, except per share amounts)                

Total revenues       $45,842     $46,296          $42,405        $45,756  
Net income             1,903       1,769            2,050          2,711  

Net income per share   $0.16       $0.15            $0.17          $0.23  

Note P - Subsequent Events                                                      

On   December  10,  1998,  the  Company  completed   a   new                    
$110,000,000 syndicated credit facility.  Jointly  with  the                    
closing  on  this  facility,  the  Company  terminated   its                    
existing  facility  dated  November  29,  1994,  as  amended                    
through  the fifth amendment dated October 5,1998.  The  new                    
credit  facility is unsecured and matures December 3,  2001.                    
Terms  of the credit agreement require, among other  things,                    
that  the  Company  meet certain financial  covenants.   The                    
outstanding  balance  under  the  facility  bears  interest,                    
payable   monthly,  at  the  agent  bank's  Prime  Rate   or                    
Eurodollar  rate plus 87.5 to 137.5 basis points,  depending                    
on  certain performance criteria.  In addition, the  Company                    
pays  an unused commitment fee equal to a fixed rate  of  25                    
basis  points of the unused amount of the total  commitment.                    
At   December   15,  1998,  the  Company  had  $58   million                    
outstanding  on the line of credit.  See Note F -  Long-Term                    
Debt.                                                                           

On  October  16,  1998, the Company acquired  an  additional                    
1,896,666  newly  issued common shares of Albemarle  &  Bond                    
Holdings,   plc  ("A&B"),  for  approximately  $2   million.                    
Following  this purchase the Company owns 13,276,666  common                    
shares  of  A&B,  or  approximately of 29.7%  of  the  total                    
outstanding shares.  See Note C - Acquisitions.                                 

On December 16, 1998, the plaintiff to the lawsuit described                    
in  Note  M filed a Stipulation and Order of Dismissal  with                    
the  Court, stipulating that the lawsuit would be  dismissed                    
with  prejudice to the plaintiff.    The court approved  the                    
Stipulation  and  Order of Dismissal on December  18,  1998,                    
thereby dismissing the lawsuit.                                                 

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Item  9.  Changes in and Disagreements with  Accountants  on                    
Accounting and Financial Disclosure                                             

The  Company  had  no disagreements on  accounting  or              
financial  disclosure matters with its independent certified                    
public accountants to report under this Item 9.                                 

PART III                    

Item 10. Directors and Executive Officers of the Registrant                     

The executive officers and directors of the Company as              
of December 1, 1998 were as follows:                                            

Name                       Age       Title                            
-------------------------- ---  -----------------------               
Sterling B. Brinkley(1)    46   Chairman of  the  Board               
      of Directors
Vincent A. Lambiase(1) (3) 58   President,     Chief                  
                 Executive  Officer, and
  Director
Daniel N. Tonissen(1) (3)  48   Senior     Vice                       
                 President,        Chief
                 Financial      Officer,
                 Assistant    Secretary,
      and Director
J. Jefferson Dean          32   Vice   President                      
                 Strategic Planning  and
                 Business   Development,
                Secretary and Director
Filbert A. DiNardo         55   Vice  President  Human                
   Resources
Richard W. Rew, II         30   Assistant Secretary                   
Michelle R. Cuzzort        31   Assistant Secretary                   
Mark C. Pickup(2) (4)      48   Director                              
Richard D. Sage (2) (4)    58   Director                              
John E. Cay, III (4)       53   Director                              
Steve Price (2)            60   Director                              
-----------------------------                                         
(1) Member of Executive Committee                                     
(2) Member of Incentive Compensation Committee                        
(3) Member of Section 401(k) Plan Committee                           
(4) Member of Audit Committee                                         

The Class B Stockholder intends to re-elect the above-              
listed   directors  at  the  Annual  Stockholders'   Meeting                    
expected to be held on or about March 1, 1999.                                  

Mr. Brinkley has served as either Chairman of the Board               
or  Chairman  of  the Executive Committee of  the  Board  of                    
Directors of the Company since 1989. He served as a Managing                    
Director of Morgan Schiff & Co., Inc., an affiliate  of  Mr.                    
Phillip Cohen, from 1986 to 1990. See "Security Ownership of                    
Certain Beneficial Owners and Management." Mr. Brinkley  has                    
also  served  as  Chairman of the Board or Chairman  of  the                    
Executive Committee of Crescent Jewelers, Inc., a 150  store                    
jewelry  chain since 1988. In addition, since 1990,  he  has                    
served as Chairman of the Board or Chairman of the Executive                    
Committee  of Friedman's, Inc., a 471+ store jewelry  chain,                    
and  MS Pietrafesa, L.P., an apparel manufacturing business.                    
In  addition, Mr. Brinkley is President and Chairman of  the                    
Board of MS Pawn Corporation, the general partner of MS Pawn                    
Limited  Partnership. Morgan Schiff &  Co.,  Inc.,  Crescent                    
Jewelers,  Inc., and MS Pietrafesa, L.P. are  affiliates  of                    
the Company.                                                                    

Mr. Lambiase has served as a director, President,  and              
Chief  Executive  Officer of the Company  since  July  1994.                    
From  1991  to 1994, he was a Vice President for Blockbuster                    
Entertainment, Inc.  From 1986 to 1991, he was an  associate                    
of  E.S. Jacobs & Company, a venture capital firm. From 1978                    
to 1985, he was CEO of Winchell's Donut House.                                  

Mr.  Tonissen  has served as a director,  Senior  Vice              
President, Chief Financial Officer, and Assistant  Secretary                    
of  the Company since August 1994. From 1992 to 1994, he was                    
Vice  President  and  Chief Financial Officer  of  La  Salsa                    
Holding Company, an operator and franchiser of restaurants.                     

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Mr. Dean has served as a director of the Company since              
1992,  Secretary  since  1995 and Vice  President  Strategic                    
Planning and Business Development since 1997. From  1994  to                    
1996, Mr. Dean served as Director of Strategic Planning  for                    
the  Company.  From 1990 to 1996, Mr. Dean  served  as  Vice                    
President  Strategic  Planning  and  as  a  director  of  MS                    
Pietrafesa,  L.P.,  an  apparel manufacturing  business.  In                    
addition, from 1991 to 1994, Mr. Dean served the Company  as                    
Director of Financial Planning. From 1989 to 1990, Mr.  Dean                    
served  as  an  Associate of Morgan Schiff & Co.,  Inc.,  an                    
affiliate  of Mr. Phillip Cohen (see "Security Ownership  of                    
Certain Beneficial Owners and Management").                                     

Mr.  DiNardo  has  served  as  Vice  President  Human             
Resources  of  the Company since July 1998.   From  1995  to                    
1998,  he  was Vice President of Human Resources for  Boston                    
Market, Northeast Division.  From 1989 to 1995, he was  Vice                    
President of Human Resources, The Americas, with TNT Express                    
Worldwide, a Dutch-owned international freight forwarder.                       

Mr.  Rew  has  served as Assistant  Secretary  of  the              
Company  since  March 1998.  Since 1996, Mr.  Rew  has  also                    
served as General Counsel of the Company.  Mr. Rew served as                    
Assistant General Counsel of the Company from 1994  to  1995                    
and  as Assistant Corporate Counsel of the Company from 1993                    
to 1994.  Mr. Rew is a member of the State Bar of Texas.                        

Ms.  Cuzzort has served as Assistant Secretary of  the              
Company since March 1998.  Since 1996, Ms. Cuzzort has  also                    
served as Controller of the Company.  From 1995 to 1996, Ms.                    
Cuzzort  served  as Director of Financial  Planning  of  the                    
Company.   From 1993 to 1994, Ms. Cuzzort was an  accounting                    
manager  of the Company.  Ms. Cuzzort is a Certified  Public                    
Accountant  licensed  by the Texas  State  Board  of  Public                    
Accountancy.                                                                    

Mr.  Pickup  has served as a director of  the  Company              
since  1993.  He served as President and Co-Chief  Executive                    
Officer  of  Crescent Jewelers, Inc. from 1993 to  1995  and                    
Chief Financial Officer of Crescent Jewelers, Inc. from 1992                    
until  1995.  Since 1993, Mr. Pickup has also  served  as  a                    
director  of  Friedman's, Inc. (and MS Jewelers Corporation,                    
its predecessor).                                                               

Mr. Sage has served as a director of the Company since              
July  1995. He was a co-founder of AmeriHealth, Inc.,  which                    
owned  and  managed  hospitals. He served  as  Treasurer  of                    
AmeriHealth, Inc. from April 1983 to October 1995 and was  a                    
member  of the board of directors of AmeriHealth, Inc.  from                    
April 1983 to December 1994. Mr. Sage served from June  1988                    
to  June  1993 as a Regional Vice President of HHL Financial                    
Services  Company,  which specializes in the  collection  of                    
health  care  accounts receivable. He was a  member  of  the                    
Board  of Directors of Champion Healthcare Corporation  from                    
January  1995 to August 1996. Since June 1993, he  has  been                    
associated with Sage Law Offices in Miami, Florida.                             

Mr.  Cay has served as a director of the Company since              
March 1997.   He has served as President and CEO of Palmer &                    
Cay, Inc., a Savannah based insurance brokerage and employee                    
benefit  consulting firm, since 1970.  In February 1997,  he                    
was elected to the board of directors of Friedman's, Inc., a                    
471+ store jewelry chain.  Since 1987, he has also served as                    
a  director of First Union National Bank of Georgia.  He  is                    
also  a  director of Omni Insurance Group, an Atlanta  based                    
automobile insurance company.                                                   

Mr. Price has served as a director of the Company since               
September  1998.   He  has served as President  and  CEO  of                    
JAMS/Endispute,  a  mediation and  arbitration  firm,  since                    
1997.  From 1994 to 1997, he served as President and CEO  of                    
Supercuts, a hair styling and product salon.  From  1988  to                    
1994, he was a senior vice president of Citibank.                               

Committees of the Board                                                         

The Board of Directors held five meetings and acted by              
unanimous  consent  on one other occasion  during  the  year                    
ended  September  30,  1998.  The  Board  of  Directors  has                    
appointed four committees, an Executive Committee, an  Audit                    
Committee,  a  Compensation Committee and a  Section  401(k)                    
Plan  Committee. The members of the Executive Committee  for                    
Fiscal  1998  were  Mr.  Brinkley,  Mr.  Lambiase  and   Mr.                    
Tonissen.  The Executive Committee held four meetings  which                    
all members attended. The members of the Audit Committee for                    
Fiscal  1998  were Mr. Pickup, Mr. Sage, and  Mr.  Cay.  The                    
Audit   Committee  held  four  meetings  which  all  members                    
attended.  The  Compensation  Committee,  comprised  of  Mr.                    
Pickup  and Mr. Sage held one meeting during Fiscal 1998  of                    
which all members attended. The                                                 

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committee that administers the Section 401(k) Plan  consists                    
of Mr. Lambiase and Mr. Tonissen and held one meeting during                    
Fiscal  1998  of which all members attended.  All  directors                    
attended at least 75% of the total number of meetings of the                    
Board and of the committees on which they serve.                                

Compliance with Section 16(a) of the Exchange Act                               

All officers and directors were timely throughout  the              
fiscal year in filing all reports required by Section  16(a)                    
of the Exchange Act.                                                            

Item 11.  Executive Compensation                                                

Cash Compensation                                                               
The following table sets forth compensation paid by the               
Company  and  its  subsidiaries for services  during  Fiscal                    
1996,  Fiscal  1997, and Fiscal 1998 to the Company's  Chief                    
Executive  Officer, and to each of the Company's  four  most                    
highly  compensated  executive officers whose  total  annual                    
compensation   exceeded   $100,000   (such   four    persons                    
collectively  herein  referred to as  the  "Named  Executive                    
Officers").                                                                     

                                                                [Download Table]

                                                            All other  
                               Annual Compensation         Compensation
Name and Principal Position Year  Salary($) Bonus($) Other ($)($)(1)(2)
--------------------------- ---- ---------- -------- ----- ------------
                                                                       
Sterling B. Brinkley        1996 300,000    84,565   79,799      -     
Chairman of the Board(3)    1997 300,000   188,572   83,580      -     
                            1998 325,000   183,993   79,259      -     

Vincent A. Lambiase         1996 350,000   149,611  211,878    3,780   
President & ChiefExecutive                                             
Officer(4)                  1997 400,000   602,700  250,960    3,780   
                            1998 450,000   149,193  184,218    4,224   

Daniel N. Tonissen          1996 155,000      -      40,474    1,674   
Senior Vice President,                                                 
Chief Financial             1997 183,249   131,250   21,054    1,872   
Officer, and Assistant                                                 
Secretary                   1998 225,000      -      21,483    3,216   

J. Jefferson Dean           1996 100,000      -        -       1,080   
Vice President Strategic    1997 130,538    97,500     -       1,080   
Planning & Business                                                    
Development,                1998 175,000      -        -       2,472   
and Secretary                                                          

---------------------------                                                     
(1)  The  Company's long-term compensation program for  most                    
senior  officers  does not include long-term  incentive               
payouts,  stock  options,  SARs,  or  other  forms   of               
compensation.                                                         
(2)  This  category  includes  the value  of  any  insurance                    
premiums paid on behalf of the named executive.                       
(3)  Mr.   Brinkley's  Other  Annual  Compensation  includes                    
$79,259 for payment of taxes for Fiscal 1998.                         
(4)  Mr.   Lambiase's  Other  Annual  Compensation  includes                    
$103,892 for payment of taxes for Fiscal 1998.                        

Employment Agreements                                                           
Vincent  A.  Lambiase, President and  Chief  Executive              
Officer  of  the  Company,  is  employed  pursuant   to   an                    
employment agreement with the Company. The agreement engages                    
Mr.  Lambiase as Chief Executive Officer from July  1,  1994                    
through  June 30, 1999. Commencing on July 1, 1999 and  each                    
July  1  thereafter,  this term is to  be  extended  for  an                    
additional  year  unless the Company or Mr.  Lambiase  gives                    
notice  at least 30 days prior to any such July 1 date  that                    
it or he does not wish to extend the agreement.                                 

In addition to a minimum base salary of $350,000 (which               
may  be  increased by the Board of Directors), the agreement                    
entitles Mr. Lambiase to receive a bonus of 75% or  more  of                    
his  base compensation based upon objectives determined each                    
year  by  the Executive Committee of the Board of Directors.                    
The agreement also provides for a loan by the Company to Mr.                    
Lambiase  of  sufficient cash to purchase 50,000  shares  of                    
Company stock. Mr. Lambiase                                                     

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purchased such stock at various times between July 25,  1994                    
and August 11, 1994 at an average price per share of $14.49.                    
The  Company  loaned  Mr. Lambiase a total  of  $729,113  to                    
purchase  this  stock. Interest, charged at the  prime  rate                    
plus  one-half  of  one  percent,  is  payable  annually  on                    
December 31 of each year until the earlier of June 30, 1999,                    
or  one year after the death or permanent disability of  Mr.                    
Lambiase  or a default in payment on the loan. The agreement                    
also grants to Mr. Lambiase the option to purchase, pursuant                    
to the Company's Long-Term Incentive Plan, 250,000 shares of                    
the Class A Non-voting Common Stock of the Company.                             

On October 7, 1994, pursuant to an authorization by the               
Board  of  Directors on October 1, 1994, the Company  funded                    
loans of $1,500,000 to each of Mr. Lambiase and Mr. Sterling                    
B.  Brinkley,  Chairman of the Board  of  the  Company  (the                    
"Executive  Loans").  These Executive Loans originally  were                    
to  be  partially  or  wholly forgiven during  the  ten-year                    
period  between October 7, 1994 and October 7, 2004, to  the                    
extent that the Company's stock price reached the levels set                    
forth  in the following tables. Table I was to have  applied                    
during the first five years of the ten-year term, and  Table                    
II was to have applied during the last five years.                              

TABLE I                   
                    PERCENTAGE OF ORIGINAL
                   PRINCIPAL AMOUNT OF
STOCK PRICE TARGET               LOAN FORGIVEN              
------------------            ---------------------         
$22.50                          10%                 
$25.00                          25%                 
$27.50                          50%                 
$30.00                          75%                 
$32.50                          100%                
TABLE II                    
                     PERCENTAGE OF REMAINING
                   PRINCIPAL AMOUNT OF
STOCK PRICE TARGET               LOAN FORGIVEN              
------------------           -----------------------        
$32.50                          50%                 
$40.00                          60%                 
$47.50                          70%                 
$55.00                          80%                 
$62.50                          100%                

The closing stock prices set forth above were required              
to  average  the  above amounts for ten consecutive  trading                    
days    and   were   adjustable   for   any   stock   split,                    
recapitalization or other similar event. In the event of any                    
forgiveness,  the Company was to remit to applicable  taxing                    
authorities   amounts  sufficient   to   satisfy   the   tax                    
obligations of such person arising from the forgiveness. The                    
Executive  Loans were also subject to forgiveness  for  each                    
person  in  the  event  that such  person  dies  or  becomes                    
disabled  or  in  the event of a change in  control  of  the                    
Company.  The  Executive Loans bore interest at  the  lowest                    
rate  allowable under the Internal Revenue Code, which would                    
preclude consideration of the loan as a "below market  loan"                    
for  purposes of Section 7872 of the Internal Revenue  Code.                    
Each person received a bonus in an amount sufficient to  pay                    
interest  on the Executive Loans and taxes arising from  the                    
bonus.   On November 5, 1998, the Compensation Committee  of                    
the   Board  of  Directors  approved  amendments   to   such                    
agreements, providing forgiveness of such loans if, prior to                    
October 1, 2005, a stock price target of $28.25 is attained.                    
These  amendments become effective only upon  acceptance  of                    
the Chairman and Chief Executive Officer, respectively.                         

On November 5, 1998, the Compensation Committee of the              
Board  of  Directors approved an amendment to the  Executive                    
Loans  which provided for the forgiveness of such loans  if,                    
prior  to  October 1, 2005, a stock price target (calculated                    
as defined in the amendment) of $28.25 per share is met.  If                    
such  target  is met, the Company shall also pay  an  amount                    
sufficient to satisfy any taxes.                                                

On November 5, 1998, the Compensation Committee of the              
Board  of  Directors  approved the grant  of  the  following                    
options,  exercisable at $10.00 per share,  and,  except  as                    
provided below, vesting on October 6, 2008:                                     

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                                                                [Download Table]

                                                                      
                 Tranche A Options Tranche B Options Tranche C Options
                 ----------------- ----------------- -----------------
Sterling B. Brinkley    200,000       100,000            50,000       
Vincent A. Lambiase     200,000       100,000            50,000       
J. Jefferson Dean        83,350        41,650            25,000       
Daniel N. Tonissen       50,000        25,000            25,000       

The following specified percentage of the options will              
vest  prior to October 6, 2008 if the Company meets  certain                    
earnings  per  share  ("EPS") targets  described  below  and                    
maintains a certain debt to equity ratio.                                       

                                                                [Download Table]

                                                                     
                           Earnings Per Share for Fiscal Year        
                        -----------------------------------------    
                        1999  2000  2001   2002  2003  2004  2005    
                        ----  ----  ----   ----  ----  ----  ----    
Targeted EPS for                                                     
Tranche A Options      $0.85 $1.05 $1.30  $1.60 $2.00 $2.50 $3.10    
Targeted EPS for                                                     
Tranche B Options      $0.85 $1.06 $1.43  $1.92 $2.46 $3.06 $3.66    
Targeted EPS for                                                     
Tranche C Options      $3.00 $3.00 $3.00  $3.00 $3.00 $3.00 $3.00    

                       Percent Vested if  Targets Met for Fiscal Year
                       ----------------------------------------------
                        1999  2000  2001   2002  2003  2004  2005    
                        ----  ----  ----   ----  ----  ----  ----    
Applicable percentage    10%  10%   15%     15%   20%   20%  10%     
Amount for Tranche A and Tranche B                                   

Applicable percentage    100% 100%  100%   100%  100%  100%  100%    
Amount for Tranche C                                                 

In  addition, with respect to Tranche A and Tranche  B              
Options, to the extent that the applicable EPS target is not                    
met  for  a  particular fiscal year, but the EPS  target  is                    
exceeded  in the next following fiscal year, the excess  may                    
be  carried back to satisfy the shortfall in the immediately                    
prior  year.  Once the EPS target for the Tranche C  Options                    
is  met,  100% of the Tranche C Options vest, and no further                    
Tranche C Options shall vest in any subsequent year in which                    
the  EPS  target  is  met.  Finally, if any  of  the  above-                    
described options fail to qualify as incentive options under                    
the  Internal Revenue Code, the Company has agreed to pay  a                    
bonus to each Optionee at the time and in the amount of  any                    
tax  savings  actually  realized by  the  Company  resulting                    
therefrom.                                                                      

The  EPS targets set forth above do not represent  the              
Company's    projections,   forecasts   or   forward-looking                    
statements  concerning  future performance.   Instead,  they                    
have  been  established through negotiations with the  named                    
executives to identify appropriate incentives as part  of  a                    
broad-based executive compensation program.  To  the  extent                    
the  EPS  targets may be deemed forward-looking  statements,                    
they  are  subject  in  their entirety  to  the  safe-harbor                    
provisions set forth elsewhere in this report.                                  

The  above-described  options  are  also  subject  to             
accelerated vesting upon a change of control of the Company,                    
as described in the 1998 Plan.                                                  

Outside directors receive between $12,000 and  $25,000              
per  annum as determined by the Board of Directors for their                    
services  on  the Board and its committees as  well  as  the                    
reimbursement  of  their out-of-pocket  expenses  to  attend                    
Board and Committee meetings.                                                   

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Option/SAR Grants in Last Fiscal Year                   

                                                                [Download Table]

                                                   Potential Realizable      
                                             Value at Assumed Annual Rates   
                                              of Stock Price Appreciation    
                        Individual Grants          for Option Term (2)       
                    ------------------------ --------------------------------
                Number of % of Total                                         
               Securities Options/SARs                                       
               Underlying Granted to Exercise or                             
             Options/SARs Employeesin Base Price Expiration                  
Name         Granted(#)(1) Fiscal Year ($/Sh)      Date         5%       10% 
------------ ------------ ----------- ---------- ---------- -------- --------
                                                                             

Daniel N. Tonissen                                                           
            30,000         22%        12.00      11/14/07  $195,860 $525,115 
Senior Vice President and Chief                                              
Financial Officer and Assistant                                              
Secretary                                                                    

J. Jefferson Dean                                                            
            25,000         18%        12.00      11/14/07  $163,217 $437,596 
Vice President Strategic Planning and                                        
Business Development and Secretary                                           

---------------------------------                                               
(1)  Stock options become exercisable in five equal                             
installments beginning one year after the date of                     
grant.                                                                
(2)  As suggested by the Securities and Exchange                                
Commission's rules on executive compensation                          
disclosure, the Company projected the potential                       
realizable value of each grant of options or                          
freestanding SARs, assuming that the market price of                  
the underlying security appreciates in value from the                 
date of grant to the end of the option or SAR term at                 
annualized rates of 5% and 10%.                                       

Aggregate Options/SAR Exercises in Last                   
Fiscal Year and FY-End Option/SAR Values                    

The  following  table sets forth  certain  information              
concerning  the exercise of stock options (or  tandem  SARs)                    
and  freestanding  SARs  in Fiscal 1998  and  the  value  of                    
unexercised  options  and SARs held by  each  of  the  Named                    
Executive  Officers at the end of the Company's last  fiscal                    
year.                                                                           

                                                                [Download Table]

                                  Number of Securities Value of Unexercised
                                nderlying  Unexercised    In-the-Money     
                                 Options/SARs at         Options/SARs at   
                                    FY-End (#)              FY-End ($) (1) 
            Shares Acquired  Value Exercisable/              Exercisable/  
Name        on Exercise(#) Realized($)Unexercisable         Unexercisable  
----------- -------------- -------- ----------------- -------------------  
                                                                           
Sterling B. Brinkley                                                       
              -               -       100,000/25,000    0/0                
Chairman of the Board                                                      

Vincent A. Lambiase                                                        
              -               -       200,000/50,000    0/0                
President & Chief Executive Officer                                        

Daniel N. Tonissen                                                         
              -               -       14,588/39,725     0/0                
Senior Vice President, Chief Financial                                     
Officer, and Assistant Secretary                                           

J.  Jefferson  Dean                                                        
              -               -       4,863/44,450      0/0                
Vice President Strategic Planning and                                      
Business Development, and Secretary                                        

-----------------------------------                                             
(1)  Values  stated  are  based upon the  closing  price  of                    
$8.188  per  share of the Company's Class A  Non-voting               
Common  Stock  on The Nasdaq Stock Market on  September               
30, 1998, the last trading day of the fiscal year.                    

Compensation Pursuant to Plans                                                  

Stock Incentive Plan                                                            
The  Company's  Board  of Directors  and  stockholders              
adopted  the EZCORP, Inc. 1991 Long-Term Incentive  Plan  on                    
June  6, 1991 (the "1991 Plan"). The 1991 Plan provides  for                    
(i)  the  granting  of  stock options  qualified  under  the                    
Internal  Revenue  Code  of 1986, as  amended  (the  "Code")                    
section   422  (so-called  "incentive  stock  options")   to                    
purchase  Class A Common Stock, (ii) the granting  of  stock                    
options  not qualified under Code section 422 ("nonqualified                    
stock options") to purchase Class A Common Stock, (iii)  the                    
granting  of stock appreciation rights ("SARs"), which  give                    
the holder the right to receive cash or Class A Common Stock                    
in an amount equal to the difference between the fair market                    
value  of  a  share of Class A Common Stock on the  date  of                    
exercise and the date of grant, (iv) the granting of limited                    
stock  appreciation rights ("LSARs"), which give the  holder                    
the right under                                                                 

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limited circumstances to receive cash in an amount equal  to                    
the  difference between (a) the per-share price paid  in  an                    
applicable tender offer or exchange offer for the Company or                    
fair  market value of the Class A Common Stock in the  event                    
of  specified  "change of control" events and (b)  the  fair                    
market  value  of the Class A Common Stock on  the  date  of                    
grant.  The  1991  Plan permits the exercise  price  of  the                    
options  to be paid either in cash, by withholding from  the                    
shares  to  be  delivered pursuant to the  exercise  of  the                    
option  that number of shares equal in value to the exercise                    
price,  or by the delivery of already-owned Class  A  Common                    
Stock.                                                                          

There  are  1,800,000 shares of Class A  Common  Stock              
(subject to certain adjustments) reserved under the Plan for                    
issuance upon the exercise of options and the settlement  of                    
SARs  and LSARs. Shares subject to an option, SAR,  or  LSAR                    
that  is  terminated or that expires will again be available                    
for  grant  under  the  Plan. Persons  eligible  to  receive                    
options,  SARs, and LSARs are all employees of  the  Company                    
selected   by   the  Compensation  Committee.   Non-employee                    
directors are not eligible to receive awards under the  1991                    
Plan.                                                                           

In  general,  the  Committee  has  the  discretion  to              
establish the terms, conditions, and restrictions  to  which                    
options, SARs, and LSARs are subject. The options, SARs, and                    
LSARs are not transferable except by will and by the laws of                    
descent   and   distribution,  and   under   other   limited                    
circumstances.  The 1991 Plan is intended  to  be  qualified                    
under  Rule 16b-3 promulgated by the Securities and Exchange                    
Commission,  which  Rule  generally exempts  certain  option                    
grants  and certain stock or cash awards from the provisions                    
of Section 16(b) under the Securities Exchange Act of 1934.                     

Options  granted  under the 1991  Plan  are  generally              
granted at exercise prices equal to the fair market value on                    
the  date  of  the  grant. In October  1994,  the  Board  of                    
Directors increased the number of shares available under the                    
Plan   to   1,800,000  and  amended  the  Plan  to   provide                    
accelerated vesting upon a change in control of the Company.                    
As  of  September 30, 1998, the Company had  647,510  active                    
options  outstanding (options granted less options  canceled                    
due  to  employee termination) under the 1991 Plan at prices                    
ranging from $8.75 to $21.75. Of these options, 383,828  are                    
vested and none have been exercised.                                            

On November 5, 1998, the Compensation Committee of the              
Board of Directors approved the adoption of the EZCorp, Inc.                    
1998  Incentive  Plan  (the "1998  Plan").   The  1998  Plan                    
permits grants of the sames types of options, SARs and LSARs                    
as  the 1991 Plan and provides for stock option awards of up                    
to  1,275,000  of  the Company's Class A Common  Stock.   In                    
approving  such  plan, the Compensation  Committee  resolved                    
that  no further options would be granted under any previous                    
plans.   In  1998, the Board granted stock options totalling                    
1,023,000 at an exercise price of $10.00 per share under the                    
1998  Plan.  The options vest as described above and have  a                    
contractual life of ten years.                                                  

The following directors received awards under the 1998              
Plan   on   the  terms  described  above.   See  "Employment                    
Agreements.":                                                                   

                                                                [Download Table]

                                                      
                                     Number of Options
                                     -----------------
Sterling B. Brinkley                    350,000       
Vincent A. Lambiase                     350,000       
J. Jefferson Dean                       150,000       
Daniel N. Tonissen                      100,000       
                                        -------       
                                        950,000       
                                     =======                                    
These options vest at the end of 119 months, but are subject                    
to  early vesting from November 5, 1999 to November 5,  2005                    
(10%,  10%, 15%, 15%, 20%, 20% and 10%) if the Company meets                    
certain   earnings  per  share  targets.    See   Notes   to                    
Consolidated  Financial Statements - Note H  "Common  Stock,                    
Warrants and Options."                                                          

401(k) Plan                                                                     
On  June 6, 1991, the Company adopted the EZCORP, Inc.              
401(k)  Plan  (the  "401(k) Plan"),  a  savings  and  profit                    
sharing plan intended to qualify under Section 401(k) of the                    
Code.  Under  the 401(k) Plan, employees of the Company  and                    
those subsidiaries that adopt it may contribute up to 15% of                    
their  compensation (not to exceed $10,000 in 1998)  to  the                    
plan  trust.  The  Company will match 25% of  an  employee's                    
contributions  up  to  6%  of  his  compensation.   Employer                    
contributions  may  be made in the form of  or  invested  in                    
Class  A Common Stock. Contribution expense related  to  the                    
401(k)   Plan  for  1998  was  approximately  $60,000.   The                    
Company's contributions vest based on the employee's  length                    
of  service with the Company and its subsidiaries, with  20%                    
of  the  total  contributions vesting  each  year  once  the                    
employee  has  three  years of service.  On  termination  of                    
employment, an                                                                  

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employee  will  receive  all of his  contributions  and  any                    
vested  portion of the Company's contributions, as  adjusted                    
by any earnings and losses.                                                     

Compensation Committee Interlocks and Insider Participation                     
Not applicable.                                                       

Item  12.   Security Ownership of Certain Beneficial  Owners                    
and Management                                                                  

Security Ownership of Management and Principal Stockholders                     
The Company is controlled, indirectly, by Phillip  Ean              
Cohen,  through  his  ownership of all  of  the  issued  and                    
outstanding  stock of MS Pawn Corporation, the sole  general                    
partner  of  MS Pawn Limited Partnership ("MS  Pawn")  which                    
owns 100% of the Class B Voting Common Stock of the Company.                    

The  table below sets forth information regarding  the              
beneficial  ownership of the Company's Common  Stock  as  of                    
December  1,  1998  for  (i) each of the  Company's  current                    
directors, (ii) each of the named executive officers,  (iii)                    
beneficial owners known to the registrant to own  more  than                    
five   percent   of  any  class  of  the  Company's   voting                    
securities, and (iv) all current officers and directors as a                    
group.                                                                          

                                                                [Download Table]

                              Class A        Class B              
                             Non-voting       Voting              
Name and Address            Common Stock   Common Stock    Voting 
of the Beneficial Owners(a) Number Percent Number Percent  Percent
--------------------------  ------ ------- ------ -------  -------
                                                                  
MS Pawn Limited Partnership(b)(g)                                 
                      1,388,857(h)11.56%(h)1,194,131100.00%  100% 
MS Pawn Corporation                                               
Phillip Ean Cohen                                                 
350 Park Avenue, 8th Floor                                        
New York, New York  10022                                         

Sterling B. Brinkley(c)   300,615 2.75%       --   --      --     
350 Park Avenue, 8th Floor                                        
New York, New York  10022                                         

Vincent A. Lambiase(d)    263,150 2.39%       --   --      --     
1901 Capital Parkway                                              
Austin, Texas  78746                                              

Daniel N. Tonissen(e)      30,450 0.28%       --   --      --     
1901 Capital Parkway                                              
Austin, Texas  78746                                              

J. Jefferson Dean(i)       56,324 0.52%       --   --      --     
1901 Capital Parkway                                              
Austin, Texas  78746                                              

Mark C. Pickup              2,600 0.02%       --   --      --     
6734 Corte Segunda                                                
Martinez, California  94553                                       

Richard D. Sage (j)            31 0.00%       --   --      --     
13636 Deering Bay Drive                                           
Coral Gables, Florida  33158                                      

John E. Cay, III            5,000 0.05%       --   --      --     
P.O. Box 847                                                      
Savannah, GA  31402                                               

All officers and directors                                        
as a group                                                        
(eleven persons) (b)  (f)662,653 5.94%       --   --      --      

-----------------------------                                                   
(a)  Except as indicated in the footnotes to this table, the                    
persons  named  in  the  table  have  sole  voting  and               
investment power with respect to all shares of Class  B               
Common  Stock  shown  as beneficially  owned  by  them,               
subject to community property laws where applicable.                  

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(b)  MS  Pawn Corporation is the general partner of MS  Pawn                    
and  has  the sole right to vote its shares of Class  B               
Common Stock and to direct their disposition. Mr. Cohen               
is  the  sole  stockholder of MS Pawn Corporation.  See               
"Certain Relationships and Related Transactions."   Mr.               
Cohen  also owns 189,341 shares of Class A common stock               
directly.                                                             
(c)  Includes options to acquire 100,000 shares of  Class  A                    
Common  Stock  at  $14.00 per  share  and  warrants  to               
acquire  1,191 shares of Class A Common Stock at  $6.17               
per share.  Does not include options to acquire 350,000               
shares  of  Class A Common Stock at $10.00  per  share,               
none of which are currently exercisable.                              
(d)  Includes options to acquire 200,000 shares of  Class  A                    
Common  Stock at $13.00 per share.    Does not  include               
options  to  acquire 350,000 shares of Class  A  Common               
Stock  at $10.00 per share, none of which are currently               
exercisable.                                                          
(e)  Includes  options to acquire 19,450 shares of  Class  A                    
Common  Stock at $12.75 per share and 6,000  shares  of               
Class  A Common Stock at $12.00 per share.    Does  not               
include  options to acquire 100,000 shares of  Class  A               
Common  Stock  at $10.00 per share, none of  which  are               
currently exercisable.                                                
(f)  Includes options to acquire 346,063 shares of  Class  A                    
Common  Stock at prices ranging from $12.00  to  $14.00               
per  share and warrants to acquire 1,405 Class A Common               
Stock shares at $6.17 per share.                                      
(g)  Includes  warrants for 4,093 shares of Class  A  Common                    
Stock and 4,074 shares of Class B Common Stock held  by               
MS Pawn and warrants for 1,292 shares of Class A Common               
Stock held by Mr. Cohen.                                              
(h)  The  number  of shares and percentage reflect  Class  A                    
Common Stock, together with Class B Common Stock  which               
is convertible to Class A Common Stock.                               
(i)  Includes  options to acquire 9,725 shares  of  Class  A                    
Common  Stock at $12.75 per share and 5,000  shares  of               
Class  A  Common Stock at $12.00 per share and Warrants               
to  acquire 183 shares of Class A Common Stock at $6.17               
per  share.     Does  not include  options  to  acquire               
150,000  shares of Class A Common Stock at  $10.00  per               
share, none of which are currently exercisable.                       
(j)  Includes  warrants  to acquire 31  shares  of  Class  A                    
Common Stock at $6.17 per share.                                      

In  February  1998, as part of a settlement  agreement              
between  the  Company  and its former  President  and  Chief                    
Executive  Officer, Courtland L. Logue, Jr., 285,417  shares                    
of  Class  B  Voting  Common Stock held by  Mr.  Logue  were                    
converted to Class A  Common Stock.  The majority holder  of                    
the  Class B Voting Common Stock previously had approved and                    
implemented  the  conversion of Mr.  Logue's  other  682,325                    
shares  from  Class B Common Stock to Class A  Common  Stock                    
during  the Company's Fiscal Year ended September  30,  1996                    
and the first half of Fiscal Year ended September 30, 1997.                     

In March 1998, MS Pawn Limited Partnership approved and               
implemented the conversion of 4,827 shares of Class B Common                    
Stock  into  the  same number of shares of  Class  A  Common                    
Stock.                                                                          

Item 13.  Certain Relationships and Related Transactions                        

For information concerning the $729,113 loan from  the              
Company  to  Mr.  Lambiase  and $1,500,000  loans  from  the                    
Company  to  each  of  Mr. Brinkley and  Mr.  Lambiase,  see                    
"Executive Compensation - Employment Agreements."                               

The  Company  and Morgan Schiff & Co.,  Inc.  ("Morgan              
Schiff"),  whose sole stockholder is Mr. Cohen, are  parties                    
to  a  Financial Advisory Agreement renewed January 1, 1998,                    
pursuant  to which Morgan Schiff receives certain  fees  for                    
its provision of financial advisory services to the Company.                    
These   services  include,  among  other  matters,   ongoing                    
consultation  with  respect to the  business  and  financial                    
strategies  of  the Company. In Fiscal 1998,  Morgan  Schiff                    
received  $33,333 per month for its services as a  financial                    
advisor  and an additional $250,000 in connection  with  the                    
Company's  acquisition of Albemarle  &  Bond  Holdings,  plc                    
("A&B")  and received expense reimbursements of $370,848  of                    
which  $98,404 was related to the acquisition  of  A&B.  The                    
Company anticipates renewing this agreement in fiscal 1999.                     

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PART IV                   

Item  14.   Financial  Statement  Schedules,  Exhibits,  and                    
Reports on Form 8-K                                                             

(a)(1)The following consolidated financial statements of                        
EZCORP, Inc. and subsidiaries are included in Item 8:                 

Consolidated Financial Statements                                     

Report of Independent Auditors                                        

Consolidated Balance Sheets as of September 30, 1998                  
and 1997                                                              

Consolidated Statements of Operations for each of the                 
three years in the period ended                                       
September 30, 1998                                                    

Consolidated Statements of Cash Flows for each of the                 
three years in the period ended                                       
September 30, 1998                                                    

Consolidated Statements of Stockholders' Equity for                   
each of the three years in the period ended September                 
30, 1998                                                              

Notes to Consolidated Financial Statements.                           

(2)    The following Financial Statement Schedule is                      
included herein:                                            

Schedule VIII - Allowance for Valuation of Inventory                  

All other schedules for which provision is made in the                
applicable accounting regulation of the Securities and                
Exchange Commission are not required under the related                
instructions or are inapplicable, and therefore, have                 
been omitted.                                                         

(3)    Listing of Exhibits (included herein)                              

(b)  Through the fourth quarter ended September 30, 1998,                       
the Company has not filed any reports on Form 8-K.                    

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EZCORP, INC. AND SUBSIDIARIES                   

Schedule VIII - Allowance for Valuation of Inventory                    
(In millions)                   

                                                                [Download Table]

               Balance at        Additions                   Balance at
               Beginning  Charged to Charged to                 End of 
Description    of Period    Expense Other Accts. Deductions     Period 
-------------- ---------  --------- ----------- ------------ ----------
                                                                       
Allowance for valuation of inventory:                                  

Year ended September                                                   
30, 1996         $14.0      $ 5.4       -         $11.5         $ 7.9  

Year ended September                                                   
30, 1997         $ 7.9      $ 5.4       -         $ 6.4         $ 6.9  

Year ended September                                                   
30, 1998         $ 6.9      $ 5.4       -         $ 5.5         $ 6.8  

The Company does not determine its inventory valuation              
allowance  by  specific  inventory  items;   therefore,  the                    
amount  charged to expense and the deductions are  based  on                    
estimates of the beginning inventory sold during the  period                    
and   the  portion  of  the  beginning  inventory  valuation                    
allowance attributable to the items sold.                                       

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Listing of Exhibits                   

           Page Number if  Incorporated by
Number      Description        Filed herein    Reference to                     
------      -----------       --------------  ---------------                   
3.1   Amended and Restated Certificate       Exhibit 3.1 to the Registra-       
of Incorporation of the Company.       tion Statement               
                     on Form S-1
                          effective August
                  23, 1991
                       (File No. 33-
                41317)

3.1A  Certificate of Amendment to            Exhibit 3.1A to the Registration   
Certificate of Incorporation of        Statement on                 
the Company                            Form S-1 effective           
                       July 15, 1996
                            (File No. 33-1317)

3.2   Bylaws of the Company.              Exhibit 3.2 to the                    
                Registration
                     Statement on Form
               S-1 effect-
                  ive August 23,
        1991
                       (File No. 33-41317)

3.3   Amendment to the Bylaws.            Exhibit 3.3 to                        
                Registrant's
                    Quarterly Report
                on Form 10-Q
                   for the quarter
              ended June
                      30, 1994 (File No.
            0-19424)

3.4   Amendment to the Certificate of        Exhibit 3.4 to Registrant's        
Incorporation of the Company.          Annual Report                
                      on Form 10-K
                            for the year ended
                   September
                            30, 1994 (File No.
                  0-19424)

3.5   Amendment to the Certificate of        Exhibit 3.5 to Registrant's        
Incorporation of the Company           Annual Report                
                      on Form 10-K
                            for the year ended
                            September 30, 1997

3.6  Amendment to the Certificate of          Exhibit 3.6 to Registrant's       
Incorporation of the Company            Quarterly Report            
                        on Form 10-Q
                                       for the quarter ended March
                    31, 1998

4.1   Specimen of Class A Non-voting         Exhibit 4.1 to the Registra-       
Common Stock certificate of the        tion Statement on Form S-1   
Company.                               effective August             
                  23, 1991
                       (File No. 33-
                41317)

10.1  omitted                                N/A                                

10.2  omitted                                N/A                                

10.3  $5 million Revolving Credit Note -  Exhibit 10.3 to Registrant's          
Franklin Federal Bancorp.           Annual Report on                
             Form 10-K
                      for the year ended
                      September 30, 1992
                      (File No. 0-19424)

10.4  omitted                             N/A                                   

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10.5  Security Agreement executed by         Exhibit 10.5 to Registrant's       
EZPAWN Texas, Inc. (substan-           Annual Report on Form 10-K   
tially the same agreement also         for the year ended           
was executed by EZPAWN Okla-           September 30, 1992           
homa, Inc.; EZPAWN Mississippi,        (File No. 0-19424)           
Inc.; EZPAWN Arkansas, Inc.;                                        
EZPAWN Colorado, Inc.;                                              
EZPAWN Alabama, Inc.;                                               
EZPAWN Tennessee, Inc.; and                                         
Houston Financial Corporation).                                     

10.6  Guaranty Agreement executed by         Exhibit 10.6 to Registrant's       
EZPAWN Texas, Inc. (substan-           Annual Report on Form 10-K   
tially the same agreement also         for the year ended           
was executed by EZPAWN Okla-           September 30, 1992           
homa, Inc.; EZPAWN Mississippi,        (File No. 0- 19424)          
Inc.; EZPAWN Arkansas, Inc.;                                        
EZPAWN Colorado, Inc.;                                              
EZPAWN Alabama, Inc.;                                               
EZPAWN Tennessee, Inc.; and                                         
Houston Financial Corporation).                                     

10.7  Loan Agreement between the          Exhibit 10.7 to Registrant's          
Company, as Borrower, and           Annual Report on Form 10-K      
Franklin Federal Bancorp, FSB,      for the year ended September    
as lender, dated April 30, 1993.    30, 1993 (File No. 0-19424)     

10.8  omitted                             N/A                                   

10.9  omitted                             N/A                                   

10.10 Letter agreement executed December     Exhibit 10.10 to the Registra-     
20, 1990 between Morgan                tion Statement on Form S-1   
Schiff & Co., Inc. ("Morgan Schiff")   effective August 23, 1991    
and the Company.                       (File No. 33-41317)          

10.11 Stock Purchase Agreement be-           Exhibit 10.11 to the Registra-     
tween the Company, Courtland L.        tion Statement on Form S-1   
Logue, Jr., Courtland L. Logue,        effective August 23, 1991    
Sr., James D. McGee, M. Frances        (File No. 33-41317)          
Spears, Porter A. Stratton and                                      
Steve A. Stratton dated as of May                                   
18, 1989.                                                           

10.12 Capitalization and Subscription        Exhibit 10.12 to the Registra-     
Agreement between MS Pawn              tion Statement on Form S-1   
Limited Partnership ("MS Pawn")        effective August 23, 1991    
and the Company, dated as of July      (File No. 33-41317)          
25, 1989.                                                           

10.13 omitted                                N/A                                

10.14 Consulting Agreement between           Exhibit 10.14 to Registrant's      
the Company and Courtland L.           Annual Report on Form 10-K   
Logue, Sr., dated February 15, 1993    for the year ended September 
                                     30, 1993 (File No. 0-19424)

10.15 omitted                                N/A                                

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10.16 Junior Subordinated Note due           Exhibit 10.16 to Registra-         
1996 issued July 25, 1989 to Court-    tion Statement on Form S-1   
land L. Logue, Sr. in the original     effective August 23,1991     
principal amount of $238,319.95.       (File No. 33- 41317)         

10.17 omitted                                N/A                                

10.18 Warrant Certificate issued by the      Exhibit 10.18 to the Registra-     
Company to MS Pawn on July 25,         tion Statement on Form S-1   
1989.                                  effective August 23, 1991    
                           (File No. 33-41317)

10.19 Amendment to the Stock Purchase        Exhibit 10.19 to the Registra-     
Agreement dated as of June             tion Statement on Form S-1   
19, 1989 between the Company           effective August 23, 1991    
and the stockholders of the Prede-     (File No. 33-41317)          
cessor Company.                                                     

10.20 Second Amendment to Stock Pur-         Exhibit 10.20 to the Registra-     
chase Agreement dated as of April      tion Statement on Form S-1   
20, 1990 between the Company           effective August 23, 1991    
and the stockholders of the Prede-     (File No. 33-41317)          
cessor Company.                                                     

10.21 omitted                                 N/A                               

10.22 omitted                                 N/A                               

10.23 omitted                                 N/A                               

10.24 omitted                                 N/A                               

10.25 omitted                                 N/A                               

10.27 omitted                                 N/A                               

10.28 omitted                                 N/A                               

10.29 omitted                                 N/A                               

10.30 omitted                                 N/A                               

10.31 omitted                                 N/A                               

10.32 omitted                                 N/A                               

10.33 omitted                                 N/A                               

10.34 omitted                                 N/A                               

10.35 Stockholders' Agreement dated as       Exhibit 10.35 to the Registra-     
of July 25, 1989 between the Com-      tion Statement on Form S-1   
pany, MS Pawn and Courtland L.         effective August 23, 1991    
Logue, Jr.                             (File No. 33-41317)          

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10.36 Joinder Agreement to the Stock-        Exhibit 10.36 to the Registra-     
holders' Agreement dated as of         tion Statement on Form S-1   
May 1, 1991 between the Com-           effective August 23, 1991    
pany, MS Pawn, Mr. Kofnovec,           (File No. 33-41317)          
Mr. Gary, Mr. Ross and Ms.                                          
Berger.                                                             

10.37 Incentive Stock Option Plan.        Exhibit 10.37 to the Registra-        
                              tion Statement on Form S-1
                             effective August 23, 1991
                       (File No. 33-41317)

10.38 401(k) Plan.                        Exhibit 10.38 to the Registra-        
                              tion Statement on Form S-1
                             effective August 23, 1991
                       (File No. 33-41317)

10.39 Section 125 Cafeteria Plan.         Exhibit 10.39 to the Registra-        
                              tion Statement on Form S-1
                             effective August 23, 1991
                       (File No. 33-41317)

10.40 Lease of 1970 Cessna 210K Air-         Exhibit 10.40 to the Registra-     
craft between Courtland L. Logue,      tion Statement on Form S-1   
Jr. and Transamerica Pawn Cor-         effective August 23, 1991    
poration, dated July 25, 1989.         (File No. 33-41317)          

10.41 omitted                             N/A                                   

10.42 omitted                             N/A                                   

10.43 omitted                             N/A                                   

10.44 Lease of Cessna P210 Aircraft          Exhibit 10.44 to the Registra-     
between Courtland L. Logue, Jr.        tion Statement on Form S-1   
and Transamerica Pawn Corpo-           effective August 23, 1991    
ration, dated December 29, 1989.       (File No. 33-41317)          

10.45 Lease between Logue, Inc. and E-Z      Exhibit 10.45 to the Registra-     
Corporation for real estate located    tion Statement on Form S-1   
at 1166 Airport Boulevard, Austin,     effective August 23, 1991    
Texas, dated July 25, 1989.            (File No. 33-41317)          

10.46 Lease between Logue, Inc. and E-Z      Exhibit 10.46 to the Registra-     
Corporation for real estate located    tion Statement on Form S-1   
at 5415 North Lamar Boulevard,         effective August 23, 1991    
Austin, Texas, dated July 25, 1989     (File No. 33-41317)          

10.47 Agreement of Lease between LDL         Exhibit 10.47 to the Registra-     
Partnership and Logue-Drouin           tion Statement on Form S-1   
Industries, Inc. for real property     effective August 23, 1991    
at 8540 Broadway Blvd., Houston,       (File No. 33- 41317)         
Texas, dated May 3, 1988 and related                                
Assignment of Lease.                                                

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10.48 Lease Agreement between C Minus        Exhibit 10.48 to the Registra-     
Corporation and Logue-Drouin           tion Statement on Form S-1   
Industries, Inc. DBA E-Z Pawn #5       effective August 23, 1991    
for real property located at 5209      (File No. 33-41317)          
Cameron Road, Austin, Texas,                                        
dated December 28, 1987.                                            

10.49 Lease Agreement between Logue,         Exhibit 10.49 to the Registra-     
Inc. and E-Z Corporation for real      tion Statement on Form S-1   
property located at 901 E. 1st St.,    effective August 23, 1991    
Austin, Texas, dated July 25, 1989.    (File No. 33-41317)          

10.50 Agreements between the Company         Exhibit 10.50 to the Registra-     
and MS Pawn dated February 18,         tion Statement on Form S-1   
1992 for the payment of $1.377         effective March 16, 1992     
million of Series A Increasing Rate    (File No. 33-45807)          
Senior Subordinated Notes held by                                   
MS Pawn.                                                            

10.51 Agreement Regarding Reservation        Exhibit 10.51 to Registrant's      
of Shares.                          Quarterly Report on Form 10-    
                                Q for the quarter ended June
                               30, 1993 (File No. 0-19424)

10.52 omitted                             N/A                                   

10.53 omitted                             N/A                                   

10.54 omitted                             N/A                                   

10.55 omitted                             N/A                                   

10.56 omitted                             N/A                                   

10.57 omitted                             N/A                                   

10.58 omitted                             N/A                                   

10.59 omitted                             N/A                                   

10.60 Loan Agreement between Sterling B.     Exhibit 10.60 to Registrant's      
Brinkley and the Company dated         Annual Report on Form 10-K   
    October 7, 1994 (an identical document      for the year ended September
   exists with respect to Vincent A. Lambiase).30, 1995 (File No. 0-19424)

10.61 Promissory Note between Sterling       Exhibit 10.61 to Registrant's      
B. Brinkley and the Company in         Annual Report on Form 10-K   
the original principal amount of       for the year ended September 
$1,500,000 attached thereto (an        30, 1995 (File No. 0-19424)  
identical document exists with respect                              
to Vincent A. Lambiase).                                            

10.62 July 1, 1994 Employment Agreement      Exhibit 10.62 to Registrant's      
between the Company and Vincent        Annual Report on Form 10-K   
A. Lambiase and Promissory Note in     for the year ended September 
the amount of $729,112.50 in           30, 1995 (File No. 0-19424)  
connection therewith.                                               

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10.63 EZCorp, Inc. Incentive Stock Option                                       
Award Agreement, Employee Form*     58    N/A                       

10.64 EZCorp, Inc. Incentive Stock Option                                       
Award Agreement, Executive Form*    70    N/A                       

10.71 Amended and restated Loan Agreement    Exhibit 10.71 to Registrant's      
between the Company, as Borrower, and  Quarterly Report on Form 10- 
  Franklin Federal Bancorp, FSB, as Lender,Q for the quarter ended March
dated March 17, 1994.                  31, 1994 (File No. 0-19424)  

10.72 First Amendment to Amended and Restated     Form 10-Q for the quarter     
Loan Agreement between the Company and      ended December 31, 1994 
First Interstate Bank of Texas, N.A. as Agent, (File No. 0-19424)   
re: Revolving Credit Loan.                                          

10.73 Second Amendment to Amended and Restated    Form 10-Q for the quarter     
 Loan Agreement between the Company and      ended June 30, 1995 (File
First Interstate Bank of Texas, N.A. as Agent, No. 0-19424)         
re: Revolving Credit Loan.                                          

10.74 Third Amendment to Amended and Restated     Form 10-Q for the quarter     
 Loan Agreement between the Company and      ended June 30, 1996 (File
Wells Fargo Bank (Texas), N.A. as Agent,    No. 0-19424)            
re: Revolving Credit Loan.                                          

10.75 Fourth Amendment to Amended and Restated    Form 10-Q for the quarter     
  Loan Agreement between the Company and      ended March 31, 1997 (File
Wells Fargo Bank (Texas), N.A. as Agent,    No. 0-19424)            
re: Revolving Credit Loan.                                          

10.76 Fifth Amendment to Amended and Restated                                   
Loan Agreement between the Company and                              
Wells Fargo Bank (Texas), N.A. as Agent,                            
re: Revolving Credit Loan.*         82      N/A                     

10.77 Credit Agreement between the                                              
Company and Wells Fargo Bank (Texas),                               
N.A., as Agent and Issuing Bank, re:                                
$110 million Revolving Credit Loan* 100     N/A                     

22.1  Subsidiaries of Registrant.*      165       N/A                           

23.1  Consent of Ernst & Young LLP.*    166       N/A                           

27    Financial Data Schedule*            N/A                                   

* Filed herewith.                                                               

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Exhibit 10.63                   

EZCORP, INC. INCENTIVE STOCK OPTION AWARD AGREEMENT                   

PART I                    

Optionee:                                                                       

Grant Date:                                                                     

Aggregate Number of Option Shares:                                              

Exercise Price per Share: $10.00                                                

Vesting Schedule:                                                               

CERTAIN  EARLY  DISPOSITIONS OF  SHARES  PURCHASED                    
UPON  EXERCISE OF THIS OPTION (GENERALLY, SALE  OF                    
THE SHARES WITHIN TWO YEARS OF THE OPTION GRANT OR                    
WITHIN ONE YEAR OF THE OPTION EXERCISE) MAY RESULT                    
IN  LOSS  OF  "INCENTIVE STOCK OPTION"  TREATMENT.                    
THE  COMPANY RECOMMENDS THAT OPTIONEE CONSULT WITH                    
HIS   OR   HER  PERSONAL  TAX  ADVISOR  PRIOR   TO                    
EXERCISING ANY OPTIONS.                                               

Part  II  of  this  Agreement is attached  hereto  and              
incorporated herein for all purposes.                                           

EXECUTED to be effective as of the Grant Date set forth               
above.                                                                          

          ______________________________
           EZCORP,  Inc. By: Vincent  A.
Lambiase                                                                        
President and C.E.O.

OPTIONEE            

_______________________________                                                 

Address:            

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PART II

This  Incentive  Stock  Option Award  Agreement  (this              
"Agreement") is made and entered into by and between EZCORP,                    
Inc.,  a  Delaware  corporation  (the  "Company"),  and  the                    
optionee  named on Part I (the "Optionee"), as of  the  date                    
set forth on Part I (the "Grant Date").                                         

RECITALS:                   

The Company has adopted the EZCORP, Inc. 1998 Incentive               
Plan (the "Plan") to provide an incentive for key employees,                    
consultants and directors of the Company or its Subsidiaries                    
to remain in the service of the Company or its Subsidiaries,                    
to  extend  to them the opportunity to acquire a proprietary                    
interest  in the Company so that they will apply their  best                    
efforts for the benefit of the Company and its Subsidiaries,                    
and  to aid the Company in attracting able persons to  enter                    
the service of the Company and its Subsidiaries;                                

The  Board  of  Directors  of  the  Company  (or  the             
Compensation  Committee  of the Company,  if  one  has  been                    
authorized to administer the Plan by the Company's Board  of                    
Directors (the "Committee")), believes that the granting  of                    
the  stock  options  herein described  to  the  Optionee  is                    
consistent with the purposes for which the Plan was adopted;                    

NOW,   THEREFORE,  in  consideration  of  the  mutual             
covenants and conditions set forth in this Agreement and for                    
other  good and valuable consideration, the Company and  the                    
Optionee agree as follows:                                                      

I.                  Grant of the Option.  The Company hereby                    
grants  to  the Optionee the right and option (the "Option")                    
to purchase the aggregate number of shares set forth on Part                    
I  (such  number  being  subject to adjustment  as  provided                    
herein)  of  common stock, .01 par value per share,  of  the                    
Company (the "Shares") on the terms and conditions set forth                    
in  this Agreement.  The Option awarded under this Agreement                    
may  be exercised in whole or in part and from time to time,                    
subject to the terms and conditions of this Agreement and of                    
the  Plan.   The  Option  granted under  this  Agreement  is                    
intended  to  qualify as an "incentive stock  option"  under                    
Section 422 of the Code and shall be so construed.                              

I.                   Exercise Price.  The price at which the                    
Optionee shall be entitled to purchase the Shares covered by                    
the Option shall be the price per Share set forth on Part  I                    
subject to adjustment as provided in paragraph 9.                               

I.                  Vesting and Term of the Option.                             

(a)   General.  The right to exercise the  Option         
shall  vest in the hands of the Optionee in accordance  with                    
the  provisions of Part I.  Shares which shall  have  vested                    
shall be referred to as "Vested Shares."  Shares which shall                    
not  have vested shall be referred to as "Nonvested Shares."                    
The  respective numbers of Vested and Nonvested Shares shall                    
adjust proportionately in accordance with any adjustments to                    
the  number of Shares pursuant to paragraph 9.  In addition,                    
Shares may become Vested Shares in accordance with paragraph                    
7  or  Section 9 of the Plan.  In general, Nonvested  Shares                    
may  become  Vested  Shares only if the  Optionee  has  been                    
continuously employed as a full-time employee of the Company                    
or  any Subsidiary from the Grant Date to and including  the                    
last date of the month with respect to which such Shares may                    
vest pursuant to Part I.                                                        

(b)  Exercisable for Vested Shares Only.  Subject         
to the relevant provisions and limitations contained herein,                    
the Optionee may exercise the Option to purchase some or all                    
of  the  Vested Shares.  In no event shall the  Optionee  be                    
entitled  to  exercise the Option with respect to  Nonvested                    
Shares or a fraction of a Vested Share.                                         

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(c)    Expiration.   Notwithstanding  any  other        
provision  contained herein to the contrary, the unexercised                    
portion  of  the  Option,  if any,  will  automatically  and                    
without  notice terminate upon the earlier of (i) ten  years                    
following  the  Grant  Date  (provided,  however,  that  any                    
portion  of  the  Option which shall not become  exercisable                    
until  the  tenth  anniversary of  the  Grant  Date  may  be                    
exercisable  for  a  period of 30 days preceding  the  tenth                    
anniversary  of the Grant Date) or (ii) the date  determined                    
pursuant  to  paragraph  7.  The Option  will  cease  to  be                    
exercisable  with  respect  to a  Share  when  the  Optionee                    
purchases the Share.                                                            

(d)  Change in Control.  In the event of a Change         
in  Control  as defined in the Plan, the Company  may,  with                    
respect to this Option, in its sole discretion, take any one                    
or more of the actions described in Section 9.2 of the Plan.                    

I.                    Method  of  Exercising  Option.    The                    
Optionee  may exercise the Option at any time prior  to  the                    
termination of the Option with respect to all or any part of                    
the  Vested Shares.  Subject to the terms and conditions  of                    
this  Agreement,  the  Option may  be  exercised  by  timely                    
delivery  to  the Company of a written notice  in  the  form                    
attached hereto as Exhibit A (the "Exercise Notice"),  which                    
Exercise   Notice  shall  be  effective,  subject   to   the                    
requirements of this Agreement and of the Plan, on the  date                    
received  by  the Company.  The Exercise Notice shall  state                    
the  Optionee's election to exercise the Option, the  number                    
of Vested Shares in respect of which an election to exercise                    
has  been made, the method of payment elected (see paragraph                    
5),  the exact name or names in which the Vested Shares then                    
being  purchased will be registered and the social  security                    
number  of the Optionee.  The Exercise Notice must be signed                    
by  the  Optionee and must be accompanied by payment of  the                    
aggregate  Exercise Price of the Vested  Shares  then  being                    
purchased,  determined in accordance with paragraph  2.   If                    
the  Option  must be exercised by a person or persons  other                    
than  the  Optionee pursuant to paragraph  7,  the  Exercise                    
Notice  must  be signed by such other person or persons  and                    
must  be  accompanied by proof acceptable to the Company  of                    
the  legal  right of such person or persons to exercise  the                    
Option.   If the Option is exercised by a person other  than                    
the  Optionee,  the Vested Shares issued upon such  exercise                    
shall  be  subject  to the limitations  applicable  to  such                    
Vested  Shares  in  the hands of the Optionee.   All  Vested                    
Shares  delivered by the Company upon exercise of the Option                    
as  provided  in  this Agreement shall  be  fully  paid  and                    
nonassessable  upon  delivery.   Unless  the  Vested  Shares                    
issued  upon the exercise of the Option are then the subject                    
of  a  registration statement effective under the Securities                    
Act  (and,  if required, there is available for  delivery  a                    
prospectus  meeting the requirements of Section 10(a)(3)  of                    
the  Securities  Act), the delivery of the  Exercise  Notice                    
shall  be  deemed to be the making by the person  delivering                    
such Exercise Notice of the representations, acknowledgments                    
and  agreements  which would be contained in the  Investment                    
Letter referred to in paragraph 10.                                             

I.                   Method of Payment for Options.   Unless                    
otherwise permitted by the Committee in accordance with  the                    
Plan,   the  full  Exercise  Price  for  the  Vested  Shares                    
purchased upon the exercise of the Option (i.e., the  number                    
of  Vested Shares being purchased multiplied by the Exercise                    
Price  per  Share) must be made in cash.  The  Company  will                    
accept  payment  by  cashier's check or by  personal  check,                    
provided  that  if  such  personal  check  is  returned  for                    
insufficient  funds,  payment for the  Shares  and  for  any                    
applicable  taxes  required to be withheld  by  the  Company                    
shall  be  deemed  not to have occurred.  In  addition,  the                    
Option  shall  not  be  deemed to  be  exercised  until  the                    
Optionee  has  provided  payment for any  withholding  taxes                    
which may be due with respect to such exercise.                                 

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I.                   Delivery of Shares.  No Shares shall be                    
delivered to the Optionee upon exercise of the Option  until                    
(I)  the  Exercise Price for such Shares being purchased  is                    
paid  in  full  in  the manner provided in  this  Agreement;                    
(ii)  all the applicable taxes required to be withheld  have                    
been  paid  or  withheld  in full;  (iii)  approval  of  any                    
governmental  authority  required  in  connection  with  the                    
Option, or the issuance of Shares pursuant to this Agreement                    
has  been  received by the Company; and (iv) if required  by                    
the  Committee, the Optionee has delivered to the  Committee                    
an Investment Letter in form and content satisfactory to the                    
Company as provided in paragraph 10.                                            

I.                    Termination  of  Employment.   If  the                    
Optionee's  employment  relationship  with  the  Company  is                    
terminated  for  any  reason other than (a)  the  Optionee's                    
death or (b) the Optionee's Disability as defined in Section                    
10.4 of the Plan, then any and all Options held pursuant  to                    
this  Agreement as of the date of the termination  that  are                    
not  yet  exercisable  (or for which restrictions  have  not                    
lapsed)  shall become null and void as of the date  of  such                    
termination; provided, however, that the portion, if any, of                    
such  Options  that  are  exercisable  as  of  the  date  of                    
termination shall be exercisable for a period of the  lesser                    
of  (a)  the remainder of the term of the Option or (b)  the                    
date  which  is 30 days after the date of termination.   Any                    
portion  of  an Option not exercised upon the expiration  of                    
the  lesser of the period specified above shall be null  and                    
void  unless the Optionee dies during such period, in  which                    
case the provisions of paragraph 7(a) shall govern.                             

(a)  Death.  Upon the death of the Optionee,  any         
and  all  Options  held  by the Optionee  pursuant  to  this                    
Agreement  that  are  not  yet  exercisable  (or  for  which                    
restrictions  have  not  lapsed)  as  of  the  date  of  the                    
Optionee's death shall become exercisable as provided  below                    
and  any restrictions shall immediately lapse as of the date                    
of  death; provided, however, that the Options held  by  the                    
Optionee  as  of  the date of death shall be exercisable  by                    
that  Optionee's legal representatives, heirs, legatees,  or                    
distributees for a period of 90 days following the  date  of                    
the   Optionee's  death.   Any  portion  of  an  Option  not                    
exercised upon the expiration of such period shall  be  null                    
and  void.   Except as expressly provided in this paragraph,                    
no Option held by an Optionee shall be exercisable after the                    
death of that Optionee.                                                         

(b)   Disability.   If the Optionee's  employment         
relationship  is  terminated by  reason  of  the  Optionee's                    
Disability, then the portion, if any, of any and all Options                    
held  by  the Optionee that are not yet exercisable (or  for                    
which  restrictions have not lapsed) as of the date of  that                    
termination  for  Disability  shall  become  exercisable  as                    
provided below and any restrictions shall immediately  lapse                    
as  of the date of termination; provided, however, that  the                    
Options  held  by  the  Optionee as  of  the  date  of  that                    
termination  shall  be  exercisable  by  the  Optionee,  his                    
guardian or his legal representative for a period of 90 days                    
following the date of such termination, unless the  Optionee                    
is  permanently and totally disabled as defined in the Plan,                    
in  which  case  the  Options  may  be  exercisable  by  the                    
Optionee,  his  guardian or his legal representative  for  a                    
period  of one year following the date of termination.   Any                    
portion  of  an Option not exercised upon the expiration  of                    
such  period shall be null and void unless the Optionee dies                    
during  such  period,  in  which  event  the  provisions  of                    
paragraph 7(a) shall govern.                                                    

I.                   Nontransferability.  The Option granted                    
by  this  Agreement  shall be exercisable  only  during  the                    
period  specified in paragraph 3 and, except as provided  in                    
paragraph 7, only by the Optionee during his or her lifetime                    
and while an employee of the Company.  No Option granted  by                    
this Agreement is transferable by the Optionee other than by                    
will   or  pursuant  to  applicable  laws  of  descent   and                    
distribution.  The Option, and any rights and privileges  in                    
connection  therewith,  cannot  be  transferred,   assigned,                    
pledged  or  hypothecated by the Optionee, or by  any  other                    
person or persons, in any way, whether by operation of  law,                    
or   otherwise,  and  may  not  be  subject  to   execution,                    
attachment, garnishment or similar process.  In the event of                    
any  such  occurrence,  this  Agreement  will  automatically                    
terminate and will thereafter be null and void.                                 

I.                   Adjustments.  If there is any change in                    
the   capital  structure  of  the  Company  through  merger,                    
consolidation,   reorganization,   recapitalization,   stock                    
dividend,  stock  split, combination of  shares  or  similar                    
event  (a "Restructuring"), the rights of the Optionee shall                    
be  adjusted as provided in Section 9 of the Plan.   Nothing                    
in this Agreement or in the Plan shall affect in any way the                    
right  or  power  of the Company to make  or  authorize  any                    
Restructuring.                                                                  

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I.                  Securities Act.  The Company will not be                    
required  to deliver any Shares pursuant to the exercise  of                    
all  or any part of the Option if, in the opinion of counsel                    
for  the Company, such issuance would violate the Securities                    
Act or any other applicable federal or state securities laws                    
or   regulations.   The  Committee  may  require  that   the                    
Optionee, prior to the issuance of any such Shares  pursuant                    
to exercise of the Option, sign and deliver to the Company a                    
written statement (an "Investment Letter") stating that  (a)                    
the  Optionee is purchasing the Shares for his  own  account                    
and  not with a view to, or for sale in connection with, any                    
distribution  thereof,  he has no  present  or  contemplated                    
agreement,     undertaking,     arrangement,     obligation,                    
indebtedness  or  commitment providing for  the  disposition                    
thereof  and  he  does  not currently  have  any  reason  to                    
anticipate  a  change  in the foregoing;  (b)  the  Optionee                    
understands  that the Shares have not been registered  under                    
the  Securities Act or any applicable state securities  laws                    
or  regulations and, therefore, cannot be offered or  resold                    
unless  the  Shares  are  so  registered  or  an  applicable                    
exemption from registration is available; and c the Optionee                    
agrees  that  the certificates representing the  Shares  may                    
bear  a  legend to the effect set forth in clause (b) above.                    
The   Investment  Letter  must  be  in  form  and  substance                    
acceptable to the Committee in its sole discretion.                             

I.                    Notice.    All  notices  required   or                    
permitted  under  this  Agreement,  including  an   Exercise                    
Notice, must be in writing and personally delivered or  sent                    
by  mail and shall be deemed to be delivered on the date  on                    
which actually received by the Company properly addressed to                    
the  person who is to receive it.  An Exercise Notice  shall                    
be  effective  when  actually received by  the  Company,  in                    
writing and in conformance with this Agreement and the Plan.                    
Until  changed in accordance herewith, the Company  and  the                    
Optionee  specify their respective addresses  as  set  forth                    
below:                                                                          

Company:            EZCORP, Inc.                            
1901 Capital Parkway
Austin, TX 78746    
 Attention:  President

Optionee:           As indicated on Part I hereto.          

I.                   Information Confidential.   As  partial                    
consideration for the granting of this Option, the  Optionee                    
agrees  that  he will keep confidential all information  and                    
knowledge  that  he or she has relating to  the  manner  and                    
amount  of his participation in the Plan; provided, however,                    
that  such information may be disclosed as required  by  law                    
and may be given in confidence to the Optionee's spouse, tax                    
and  financial advisors, or a financial institution  to  the                    
extent that such information is necessary to obtain a loan.                     

I.                   Definitions;  Copy  of  Plan.   To  the                    
extent  not  specifically  provided  in  this  Agreement  or                    
otherwise required by context, all capitalized terms used in                    
this  Agreement but not defined herein shall have  the  same                    
meanings ascribed to them in the Plan.  By the execution  of                    
this  Agreement,  the  Optionee  acknowledges  that  he  has                    
received and reviewed a copy of the Plan.                                       

I.                    Administration.   This  Agreement   is                    
subject  to the terms and conditions of the Plan.  The  Plan                    
will  be administered by the Board of Directors and  by  the                    
Committee  in accordance with its terms.  The Committee  has                    
sole  and  complete discretion with respect to  all  matters                    
reserved to it by the Board of Directors of the Company  and                    
by  the Plan, and decisions of the Board of Directors and of                    
the  Committee  with respect to the Plan and this  Agreement                    
shall be final and binding upon the Optionee.  If a conflict                    
between  the terms and conditions of this Agreement and  the                    
Plan exists, the provisions of the Plan shall control.                          

I.                   Arbitration.   Any legal  or  equitable                    
claims   or  disputes  between  Optionee  and  the  Company,                    
including  without limitation, those arising out  of  or  in                    
connection  with  the  employment,  or  the  termination  of                    
employment,  of Optionee by the Company (other than  a  suit                    
for  injunctive  relief)  will be  resolved  exclusively  by                    
binding   arbitration.   This  Agreement  applies   to   the                    
following allegations, disputes, and claims for relief,  but                    
is  not  limited  to those listed: wrongful discharge  under                    
statutory  law  and  common  law; employment  discrimination                    
based  on  federal, state, or local statute,  ordinance,  or                    
governmental  regulation;  retaliatory  discharge  or  other                    
action; compensation disputes; tortious conduct; contractual                    
violations (although no contractual                                             

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relationship,  other  than  at  will  employment  and   this                    
Agreement  and  agreement to arbitrate, is hereby  created);                    
ERISA  violations; and other statutory and common law claims                    
and disputes.                                                                   
The  arbitration  proceedings shall  be  conducted  in              
Austin,  Texas  in  accordance with the  Employment  Dispute                    
Resolution  Rules ("EDR Rules") of the American  Arbitration                    
Association  ("AAA")  in effect at the  time  a  demand  for                    
arbitration is made.  Optionee is entitled to representation                    
by  an  attorney  throughout  the  proceedings  at  his  own                    
expense.                                                                        

One  arbitrator shall be used and shall be  chosen  by              
mutual  agreement of the parties.  If, within 30 days  after                    
the  Optionee notifies the Company of an arbitrable dispute,                    
no arbitrator has been chosen, an arbitrator shall be chosen                    
from  a  list or lists of proposed arbitrators submitted  by                    
the  AAA  pursuant  to its EDR Rules, except  that  (I)  the                    
number of preemptory strikes shall not be limited, and  (ii)                    
if the parties fail to select an arbitrator from one or more                    
lists,  AAA  shall  not  have  the  power  to  appoint   the                    
arbitrator  but  shall continue to submit  lists  until  the                    
arbitrator   has   been  selected.   The  arbitrator   shall                    
coordinate,  and  limit  as  appropriate,  all  pre-arbitral                    
discovery,   which   shallD  include  document   production,                    
information requests, and depositions.  The arbitrator shall                    
issue  a  written  decision and award  stating  the  reasons                    
therefor.  The decision and award shall be final and binding                    
on  both  parties,  their heirs, executors,  administrators,                    
successors,  and  assigns.  The costs and  expenses  of  the                    
arbitration shall be borne evenly by the parties.                               

I.                    No   Guarantee   of  Continuation   of                    
Employment.  This Agreement shall not be construed to confer                    
upon the Optionee any right to continue in the employ of the                    
Company or its Subsidiaries and shall not limit the right of                    
the  Company  or its Subsidiaries, in their sole discretion,                    
to  terminate  the employment of the Optionee at  any  time,                    
with or without cause.  The parties' employment relationship                    
is  at will, and no other inference is to be drawn from this                    
Agreement.   The Company may, at any time and from  time  to                    
time, cause Optionee to be employed by any entity that is  a                    
Subsidiary  or  Affiliate.  Either party may  terminate  the                    
employment  relationship at any time for any or  no  reason.                    
Any agreement abrogating the at will relationship must be in                    
writing and signed by both Optionee and the Company.                            

I.                  No Obligation to Exercise.  The Optionee                    
shall  have no obligation to exercise any Option granted  by                    
this Agreement.                                                                 

I.                    Governing  Law;  Construction.    This                    
Agreement  shall  be governed by the laws of  the  State  of                    
Texas  without regard to choice of law and conflicts of  law                    
principles.   Titles and headings are for ease of  reference                    
only   and  shall  not  be  considered  in  construing  this                    
Agreement.    Pronouns  shall  be  deemed  to  include   the                    
masculine,  feminine, neuter, singular  and  plural  as  the                    
context  may require.  References to paragraphs and exhibits                    
are  to  paragraphs  and Exhibits of this  Agreement  unless                    
otherwise indicated.  All such Exhibits are incorporated  in                    
this Agreement by reference and are a part hereof.                              

I.                    Amendments.   This  Agreement  may  be                    
amended  only by a written agreement executed by the Company                    
and the Optionee.                                                               

I.                      Proprietary     Information.      In                    
consideration of the Company's grant of this Option and  the                    
Company's  agreement to provide Optionee  with  confidential                    
information  of  the  Company,  Optionee  agrees   to   keep                    
confidential and not to use or to disclose to others at  any                    
time  during  the  term  of  this  Agreement  or  after  its                    
termination, except as expressly consented to in writing  by                    
the  Company or required by law, any secrets or confidential                    
technology  or  proprietary  information  of  the   Company,                    
including, without limitation, any customer list,  marketing                    
plans  or  materials, or other trade secrets of the Company,                    
or  any  matter  or  thing ascertained by  Optionee  through                    
Optionee's  affiliation  with  the  Company,  the   use   or                    
disclosure  of  which  matter or thing might  reasonably  be                    
construed  to  be  contrary to the  best  interests  of  the                    
Company  or to give any other party a competitive  advantage                    
to   the  Company.   Optionee  further  agrees  that  should                    
Optionee leave the employment of the Company, Optionee  will                    
neither take nor retain, without prior written authorization                    
from  the  Company, any documents pertaining to the  Company                    
(other  than  paycheck  stubs,  benefit  information,  offer                    
letters,  or  other materials pertaining to  his  salary  or                    
benefits with the Company).  Without limiting the generality                    
of  the  foregoing, Optionee agrees that he will not retain,                    
use  or  disclose  any  papers,  customer  lists,  marketing                    
materials  or information, books, records, files,  or  other                    
documents,  copies  thereof, or  notes  or  other  materials                    
derived therefrom, or other confidential information of  any                    
kind belonging to the Company pertaining to the Company's                       

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business, sales, financial condition, or products.   Without                    
limiting  other  possible remedies to the  Company  for  the                    
breach of this covenant, Optionee agrees that injunctive  or                    
other  equitable relief shall be available to  enforce  this                    
covenant, such relief to be without the necessity of posting                    
a bond, cash, or otherwise.  Optionee further agrees that if                    
any  restriction contained in this paragraph is held by  any                    
court   to  be  unenforceable  or  unreasonable,  a   lesser                    
restriction  shall  be enforced in its place  and  remaining                    
restrictions    contained   herein   shall    be    enforced                    
independently  of each other.  Optionee's obligations  under                    
this paragraph apply to all confidential information of  the                    
Company  as  well as to any and all confidential information                    
relating to the Company's Subsidiaries and Affiliates.                          

I.                  Noncompetition.                                             

(a)   Basis of Covenants.  The Company's business         
involves  the operation of pawnshops, jewelry  stores,   and                    
check  cashing  operations.  Optionee  recognizes  that  the                    
Company's decision to enter into this Agreement and to grant                    
the  Option  herein granted is induced primarily because  of                    
the  covenants  and  assurances made  by  Optionee  in  this                    
Agreement, that irrevocable harm and damage will be done  to                    
the  Company if Optionee violates the obligation to maintain                    
the  confidentiality of proprietary information, or competes                    
with  the Company.  Optionee stipulates and agrees that  the                    
consideration given by the Company in granting  this  Option                    
and   in   granting  Optionee  access  to  the  confidential                    
information  of  the  Company gives rise  to  the  Company's                    
interest in the promises made by Optionee in this paragraph;                    
further,  Optionee  stipulates that  the  promises  Optionee                    
makes in this paragraph are designed to enforce the promises                    
made by Optionee, including those set forth in paragraph 20.                    
Optionee  will continue to receive the Company's proprietary                    
information  and will receive training of substantial  value                    
as a result of his affiliation with the Company.                                

(b)   Noncompetition Covenant.   Optionee  agrees         
that  during the term of this Agreement and for a period  of                    
one  year following termination of this Agreement by  either                    
party, for whatever reason, Optionee shall not, directly  or                    
indirectly,    as   an   employee,   employer,   contractor,                    
consultant,  agent, principal, shareholder of  5%  or  more,                    
corporate  officer, director, or in any other individual  or                    
representative  capacity,  engage  or  participate  in   any                    
business  or practice that is in competition in  any  manner                    
whatsoever with the business of the Company.                                    

(c)    Non-Interference   Covenant.    Optionee       
covenants  and  agrees  that,  for  a  period  of  one  year                    
subsequent to the termination, for whatever reason,  of  his                    
employment  with  the  Company,  that  Optionee  shall   not                    
recruit, hire or attempt to recruit or hire, directly or  by                    
assisting  others, any other employees of the  Company,  nor                    
shall   Optionee  contact  or  communicate  with  any  other                    
employees  of the Company for the purpose of inducing  other                    
employees  to  terminate their employment with the  Company.                    
For  purposes  of  this  covenant, "other  employees"  means                    
employees  who are actively employed by the Company  at  the                    
time of the attempted recruiting or hiring.                                     

(d)  Remedies.                                              

(i)  This covenant shall be construed as  an    
agreement  ancillary  to  the  other  provisions   of   this                    
Agreement and the existence of any claim or cause of  action                    
of  Optionee against the Company, whether predicated on this                    
Agreement  or otherwise, shall not constitute a  defense  to                    
the  enforcement  by the Company of this covenant.   Without                    
limiting  other possible remedies to the Company for  breach                    
of  this covenant, Optionee agrees that injunctive or  other                    
equitable  relief will be available to enforce the covenants                    
of  this  provision, such relief to be without the necessity                    
of posting a bond, cash, or otherwise.                                          

(ii)  If  Optionee  violates  any  of   the   
covenants  of this paragraph 21, the one-year  term  of  the                    
restriction violated shall be extended by the amount of time                    
that Optionee was in violation.                                                 

(iii)      The Company and Optionee  further    
agree that if any restriction contained in this paragraph 21                    
is  held  by  any  appropriate forum to be unenforceable  or                    
unreasonable, a lesser restriction will be enforced  in  its                    
place  and remaining restrictions contained herein  will  be                    
enforced independently of each other.                                           

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Optionee  agrees  to pay any attorneys' fees   and  expenses                    
incurred by the Company if the Company chooses, in its  sole                    
discretion, to enforce any provision hereunder.                                 

(iv) If Optionee violates paragraph 20 or 21    
of  this  Agreement  at a time that he  holds  Options,  the                    
Options  shall  be immediately canceled and  shall  have  no                    
further force and effect.  In addition, if Optionee violates                    
paragraph 20 or 21 of this Agreement following his  exercise                    
of  Options, he shall forfeit to the Company an amount equal                    
to  the difference between the fair market value (determined                    
in  accordance with paragraph 22(f)) on the date of exercise                    
for  each  Option  exercised and the Exercise  Price.   This                    
amount  shall be paid to the Company in addition to  payment                    
of  all  other  damages that the Company has suffered  as  a                    
result  of  Optionee's breach and in addition to  all  other                    
relief to which the Company is entitled under this Agreement                    
and under applicable law.]                                                      

I.                   Right  to Repurchase.  The  receipt  by                    
Optionee  of  Shares upon his exercise of Options  shall  be                    
subject to the following terms and conditions:                                  

(a)  Restriction on Transfer.  Optionee shall not         
sell,  exchange,  transfer, assign, encumber,  or  otherwise                    
dispose  of  any  of the Shares to any person,  corporation,                    
partnership,  joint venture, trust or other  entity  without                    
the  prior written consent of the Board of Directors of  the                    
Company.   Any transferee shall take the Shares  subject  to                    
the terms and provisions of this paragraph 22, and shall, as                    
a  condition to the transfer of the Shares, sign  a  Joinder                    
Agreement attached as Exhibit B agreeing to be bound by  the                    
provisions of this paragraph 22.                                                

(b)  Grant of Repurchase Right.  The Company  (or         
its  assigns)  is hereby granted the right (the  "Repurchase                    
Right"),  exercisable  upon the  death,  total  physical  or                    
mental  disability of Optionee, or upon the  termination  of                    
Optionee's employment with the Company, to repurchase at the                    
Purchase  Price (as hereinafter defined) all or any  portion                    
of the Shares.                                                                  

(i)   Exercise  of  Repurchase  Right.   The    
Repurchase  Right  shall be exercisable  by  written  notice                    
delivered  by the Company (or its assigns) to the Owner  (as                    
defined in paragraph 22(c)) prior to the expiration  of  the                    
60-day  period  commencing on the death, total  physical  or                    
mental   disability  of  Optionee  or  the  termination   of                    
Optionee's  employment with the Company.  The  notice  shall                    
indicate the number of Shares to be repurchased and the date                    
on  which the repurchase is to be effected, such date to  be                    
not  more  than  30 days after the date of notice.   To  the                    
extent one or more certificates representing Shares may have                    
been  previously delivered to the Owner, then  Owner  shall,                    
prior to the close of business on the date specified for the                    
repurchase,  deliver to the Secretary  of  the  Company  the                    
certificates representing the Shares to be repurchased, each                    
certificate  to  be  properly endorsed  for  transfer.   The                    
Company  (or  its  assigns)  shall,  concurrently  with  the                    
receipt of such stock certificates, pay to Owner in cash  or                    
cash equivalents (including the cancellation of any purchase-                   
money indebtedness), an amount equal to the Purchase Price.                     

(ii)  Termination of Repurchase Right.   The    
Repurchase Right shall terminate with respect to any  Shares                    
for which the Repurchase Right is not timely exercised under                    
paragraph 22(b)(i).  In addition, the Repurchase Right shall                    
terminate  on  the  consummation  by  the  Company   of   an                    
underwritten  initial public offering of its  Common  Stock,                    
registered under the Securities Act of 1933.                                    

(c)   Definition  of  Owner.   For  purposes  of        
paragraph  22  of  this Agreement, the  term  "Owner"  shall                    
include  the  Optionee  and all subsequent  holders  of  the                    
Shares  who  derive  their  chain  of  ownership  through  a                    
permitted  transfer  from the Optionee  in  accordance  with                    
paragraph 22(a).                                                                

(d)  Agreement Applicable to Community Interests.         
Any  right  or interest of a spouse of an Owner  in  Shares,                    
whether  such right or interest is created by law (including                    
community  property  laws)  or  otherwise,  shall  for   all                    
purposes  hereof be included in, deemed a part of and  bound                    
by  the same terms hereof as the Shares to which such  right                    
or  interest  relates or appertains, and any  action  taken,                    
offer  made  or  purchase right exercisable  hereunder  with                    
reference to Shares owned by an Owner shall be applicable to                    
any  right  or interest which the spouse of such  Owner  may                    
have or be entitled to have therein.                                            

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(e)  Purchase of Spouse's Interest in Shares.  In         
the  event of the death of an Owner's spouse, or the divorce                    
of an Owner and his or her spouse, such Owner shall have the                    
right  to  purchase all or any part of the Shares  to  which                    
such  spouse  (or the estate of such spouse) is  or  may  be                    
entitled  at  a purchase price equal to the Purchase  Price.                    
Such  purchase shall be effected on the following terms  and                    
conditions:                                                                     

(i)  The Owner's right to purchase his or her     
spouse's interest in the Shares shall continue for a  period                    
of  30 days from the date of entry of the divorce decree  or                    
from   the   date   of   qualification   of   the   personal                    
representative of the spouse in the event of death,  as  the                    
case may be, and shall be considered exercised by such Owner                    
when  written notice of such exercise has been delivered  or                    
mailed,  properly addressed, to such spouse or the  personal                    
representative of such spouse.                                                  

(ii) If the Owner shall fail to exercise his    
or  her  right  in  its  entirety in  the  manner  and  time                    
prescribed,  then the spouse or the personal  representative                    
of  the  spouse,  as the case may be, shall  so  notify  the                    
Company in writing, which notice shall state the address  of                    
such  spouse  or personal representative and the  number  of                    
Shares  owned  by such spouse or the estate of such  spouse.                    
Thereupon  the Company shall have the right to purchase  all                    
Shares  not purchased by such Owner for a period of 60  days                    
following  the receipt by the Company of such  notice.   The                    
purchase  right shall be exercisable by the Company  in  the                    
manner set forth in paragraph 22(b) of this Agreement.                          

(iii)      The purchase right set  forth  in    
this  paragraph  22(e) shall terminate with respect  to  any                    
Shares  for which the purchase right is not timely exercised                    
under  paragraph  22(e)(i)  and  (ii).   In  addition,   the                    
purchase  right shall terminate on the consummation  by  the                    
Company  of an underwritten initial public offering  of  its                    
Common Stock, registered under the Securities Act of 1933.                      

(f)  Definition of Purchase Price.  The "Purchase         
Price"  as used herein shall refer to the fair market  value                    
of  the  Shares, as reasonably determined by  the  Board  of                    
Directors of the Company.                                                       

I.                   Termination.  The Company may terminate                    
the  Plan  at any time; however, such termination  will  not                    
modify the terms and conditions of the Option awarded  under                    
this Agreement without the Optionee's consent.                                  

I.                   No  Rights as a Shareholder.   Optionee                    
shall not by virtue of this Agreement, have any rights as  a                    
shareholder  until the date of the issuance to the  Optionee                    
of Shares pursuant to a valid Exercise Notice.                                  

*    *    *    *    *                   

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EXHIBIT A                   

EXERCISE NOTICE                   

Notice  is  hereby given to the Company of  Optionee's              
election to exercise Options as follows:                                        

Name of Optionee (please print):                                                

Optionee's Social Security Number:                                              

Note:   For Incentive Stock Options, complete only  items  A                    
through D in chart below.                                                       

A.   Number of Vested Shares to be                                              
exercised:                                                                      
B.   Exercise Price per Share:             $                                    
C.   Method of payment (check one):               Cash                          
                          Other- as authorized
                     by Committee as
              follows:

D.   Exercise Price tendered herewith:     $                                    
(A x B)                                                                         
E.   Market Price per share on date of     $                                    
Exercise:                                                                       
F.   Difference Between Market Price and   $                                    
Exercise Price                                                                  
(E - B):                                                              
G.   Total Difference (F x A):             $                                    
H.   Withholding Tax Rate:                 28%*                                 
I.   Amount of Tax Withholding tendered    $                                    
herewith (G x H):                                                               
J.   Total Amount Due on Exercise (D +     $                                    
I):                                                                             

*Upon  exercise  of  Options, the Company  may  collect  28%                    
withholding  tax  (or  the then applicable  amount)  of  the                    
difference between the market value of the Option Shares  on                    
the  day  of the exercise less the price (the "difference").                    
This  difference will be included on a Form 1099  issued  to                    
the Optionee following the end of the year.                                     

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Exact name(s) for Share certificate(s):                                         

Date:                                                                           

 Signature of Optionee

PLEASE COMPLETE AND SIGN THIS NOTICE AND RETURN IT TO:                

EZCORP, Inc.                                                
Attn:     Legal Department                                  
1901 Capital Parkway                                        
Austin, TX 78746                                            

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EXHIBIT B                   

JOINDER AGREEMENT                   

For  good and valuable consideration, the receipt  and              
sufficiency   of   which   are  hereby   acknowledged,   the                    
undersigned, by execution of this Joinder Agreement,  agrees                    
to  become  a  party  to the Incentive  Stock  Option  Award                    
Agreement  dated  as  of ________________,  199___,  by  and                    
between  _____________________________, a _____  corporation                    
(the  "Company"), and ____________________________, Optionee                    
thereunder  (the "Agreement"), a copy of which  is  attached                    
hereto  as Exhibit A to the extent and as provided  by  this                    
Joinder Agreement.  The undersigned acknowledges that by his                    
execution of this Joinder Agreement he will become  a  party                    
to  the  Agreement for purposes of paragraph [22] (and  only                    
with  respect  to such paragraph), such paragraph  providing                    
for  the  Company's repurchase right with respect to  Shares                    
issued on exercise of Options granted in the Agreement.  The                    
undersigned  represents and warrants that he  has  read  and                    
consents  to,  agrees to be bound by, the  repurchase  right                    
provisions of the Agreement.                                                    

EXECUTED   to   be  effective  the   _____   day   of             
__________________, 199___.                                                     

Name:               

SPOUSAL CONSENT                   

I, spouse of __________________, have read and am aware               
of, understand and fully consent and agree to the provisions                    
of the Agreement attached hereto and its binding effect upon                    
any  interest,  community or otherwise, I  may  own  now  or                    
hereafter  in any Shares, and agree that the termination  of                    
my  marriage  to ________________ for any reason  shall  not                    
have the effect of removing any Shares otherwise subject  to                    
the  Agreement from the coverage thereof.  I hereby evidence                    
such  awareness,  understanding, consent  and  agreement  by                    
joining  in  the  Agreement and by  executing  this  Joinder                    
Agreement below.                                                                

                   Signature of Spouse

Printed Name:       

Address:            

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Exhibit 10.64                   
                            NO. 98-_____

EZCORP, INC.                    
INCENTIVE STOCK OPTION AWARD AGREEMENT                    

PART I                    

Optionee:                     _________________________                         

Grant Date:                        November 5, 1998                             

Aggregate Number of Option Shares: Tranche A Options                            
Tranche B Options   
Tranche C Options   

Exercise Price per Share:               $10.00 per share                        

     Vesting                   Schedule:
   As set forth in Annex A

Expiration Date:                               All   Options                    
          granted hereunder, whether  or
          not  vested,  shall  terminate
          and be of no further force and
          effect   at   5:30   p.m.   on
November 5, 2008.   

Termination:                                            Upon                    
          termination   of    Optionee's
          employment  with  the  Company
          for  any  reason, all  Options
          related  to  Nonvested  Shares
          shall   lapse  and  be  deemed
          forfeited.            Optionee
          acknowledges     that      the
          provisions  of this  paragraph
          shall  prevail over any  other
          conflicting provision  of  the
          Plan,  or  of  any  employment
          contract  or other arrangement
          that  may  exist  between  the
     Optionee and the Company.

CERTAIN  EARLY  DISPOSITIONS OF  SHARES  PURCHASED                    
UPON  EXERCISE OF THIS OPTION (GENERALLY, SALE  OF                    
THE SHARES WITHIN TWO YEARS OF THE OPTION GRANT OR                    
WITHIN  ONE  YEAR  OF  THE OPTION  EXERCISE),  MAY                    
RESULT   IN  LOSS  OF  "INCENTIVE  STOCK   OPTION"                    
TREATMENT.   THE COMPANY RECOMMENDS THAT  OPTIONEE                    
CONSULT WITH HIS OR HER PERSONAL TAX ADVISOR PRIOR                    
TO EXERCISING ANY OPTIONS.                                            

Part  II  of  this  Agreement is attached  hereto  and              
incorporated herein for all purposes.                                           

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EXECUTED to be effective as of the Grant Date shown above.                      

EZCORP, INC.        

By:                 
Name:               
Title:              

OPTIONEE            

      __________________________

Address:            

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ANNEX A                                                                         

VESTING CRITERIA                    

Vesting  of  Tranche A Options and Tranche  B  Options              
(collectively, "Options") shall occur in accordance with the                    
provisions of this Annex A.  The vesting of all Options will                    
be dependent upon the Company having achieved certain levels                    
of   earnings per share as reported in the Company's  annual                    
report filed with the Securities and Exchange Commission  on                    
Form  10-K,  or, if no such report is filed,  in  accordance                    
with the Company's year-end financial statements, audited in                    
accordance  with  generally accepted accounting  principles,                    
applied  from year to year on a consistent basis;  provided,                    
however, such earnings per share calculation shall disregard                    
the  effect, if any, of the incentive bonuses awarded by the                    
Company  to Sterling B. Brinkley and Vincent A. Lambiase  in                    
1994.  The date as of which such earnings per share shall be                    
determined shall be the earlier of (i) the date the  Company                    
publicly  announces its earnings, (ii) the date the  Company                    
files  its  annual report on Form 10-K, or  (iii)  the  date                    
audited year-end financial statements are delivered  to  the                    
Company.   The  results of the calculations referred  to  in                    
this paragraph shall be referred to herein, with respect  to                    
any  particular Fiscal Year (as defined below), as "Earnings                    
Per Share" or "EPS."                                                            

Subject  to the provisions of (a), (b), (c),  (d)  and              
(e),  below, the following table shall be used to  determine                    
whether  actual EPS meet the targeted EPS for each specified                    
Fiscal Year ("Targeted EPS"), and, if so, the percentage  of                    
all Options that vest with respect to such Fiscal Year:  (i)                    
if for the Company's 1999 through 2005 fiscal years (each  a                    
"Fiscal  Year")  the  Company's EPS equals  or  exceeds  the                    
Targeted  EPS amount set forth below for Tranche A  Options,                    
the  Optionee  shall become vested as to Tranche  A  Options                    
with respect to the applicable percentage thereof shown  for                    
such  Fiscal  Year; (ii) if for a Fiscal Year the  Company's                    
EPS  equals  or  exceeds the Targeted EPS amount  set  forth                    
below  for  Tranche  B  Options, the Optionee  shall  become                    
vested  as  to  Tranche  B  Options  with  respect  to   the                    
applicable  percentage thereof shown for such  Fiscal  Year.                    
All  Tranche C Options shall vest in accordance with (c) and                    
(d), below.                                                                     

Notwithstanding the above:                                            

(a)   If the Targeted EPS amount for either Tranche  A              
Options  or Tranche B Options is not met in any Fiscal  Year                    
(the  deficiency  thereof being referred to  herein  as  the                    
"Shortfall"), the vesting that otherwise might have occurred                    
for  such  Fiscal Year shall be deferred but only until  the                    
next subsequent Fiscal Year; if as to such subsequent Fiscal                    
Year,  there  is Excess EPS, then such Excess EPS  shall  be                    
applied  to  satisfy any Shortfall for the  immediate  prior                    
Fiscal  Year, and to the extent the Targeted EPS  amount  is                    
satisfied for such prior Fiscal Year by applying the  Excess                    
EPS,  Options for such prior Fiscal Year shall be deemed  to                    
vest.                                                                           

(b)   If  EPS for a Fiscal Year, (plus any Excess  EPS              
that is carried back and applied pursuant to (a), above), is                    
less  than  EPS  for the immediate prior  Fiscal  Year,  all                    
Options that otherwise might have vested with respect to the                    
current  Fiscal Year shall not vest until 30 days  prior  to                    
the Expiration Date.                                                            

(c)   All  Option Shares underlying Tranche C  Options              
shall become Vested Shares at the earlier of (i) the date on                    
which the Company reports EPS for a Fiscal Year of $3.00 per                    
share or more, or (ii) as set forth in (d), below.                              

(d)   In determining that Option Shares become  Vested              
Shares  as  of  any time as provided by (c),  above,  or  as                    
provided by the table, below, the Company as of the date EPS                    
is  calculated,  shall have a debt-to-equity  ratio  not  in                    
excess of 1.25 to 1; if such ratio is in excess thereof  the                    
Option  Shares that otherwise might have vested with respect                    
to  that Fiscal Year, shall not vest until the time provided                    
in (e), below.                                                                  

(e)  All Option Shares that do not become Vested Shares               
in  accordance with the table set forth below or (c), above,                    
shall  become  Vested  Shares 30 days prior  the  Expiration                    
Date.                                                                           

TABLE                   

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Earnings Per Share                                                              
for Fiscal Year                                                                 
     1999  2000  2001  2002   2003  2004  2005
Targeted EPS for      $0.85$1.05$1.30 $1.60   $2.00 $2.50  $3.10                
Tranche A Options                                                               
Targeted EPS for      $0.85$1.06 $1.43$1.92   $2.46 $3.06  $3.66                
Tranche B Options                                                               

Fiscal Year                                                                     
     1999  2000  2001  2002   2003  2004  2005
Applicable            10%   10%   15%   15%    20%   20%   10%                  
Percentage Amount                                                               

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PART II                                                                         

This  Incentive  Stock  Option Award  Agreement  (this              
"Agreement") is made and entered into by and between EZCORP,                    
Inc.,  a  Delaware  corporation  (the  "Company"),  and  the                    
optionee named in Part I of this Agreement (the "Optionee"),                    
as of the date set forth on Part I (the "Grant Date").                          

RECITALS:                   

The Company has adopted the EZCORP, Inc. 1998 Incentive               
Plan (the "Plan") to provide an incentive for key employees,                    
consultants and directors of the Company or its Subsidiaries                    
to remain in the service of the Company or its Subsidiaries,                    
to  extend  to them the opportunity to acquire a proprietary                    
interest  in the Company so that they will apply their  best                    
efforts for the benefit of the Company and its Subsidiaries,                    
and  to aid the Company in attracting able persons to  enter                    
the service of the Company and its Subsidiaries;                                

The  Compensation Committee of the Company, which  has              
been  authorized  to administer the Plan  by  the  Company's                    
Board  of  Directors (the "Committee"),  believes  that  the                    
granting  of  the  stock  options herein  described  to  the                    
Optionee is consistent with the purposes for which the  Plan                    
was adopted;                                                                    

NOW,   THEREFORE,  in  consideration  of  the  mutual             
covenants and conditions set forth in this Agreement and for                    
other  good and valuable consideration, the Company and  the                    
Optionee agree as follows:                                                      

I.              Grant  of  the  Award.  The  Company  hereby                    
grants  to  the Optionee the right and option (the "Option")                    
to purchase the aggregate number of shares set forth on Part                    
I (such number being subject to adjustment as provided below                    
and as provided in paragraph 9) of Class A Non-Voting common                    
stock,  par  value  $0.01 per share,  of  the  Company  (the                    
"Shares")  on  the terms and conditions set  forth  in  this                    
Agreement.  The Option awarded under this Agreement  may  be                    
exercised in whole or in part and from time to time, subject                    
to  the  terms and conditions of this Agreement and  of  the                    
Plan.   The Option granted under this Agreement is  intended                    
to  qualify as an "incentive stock option" under Section 422                    
of the Code and shall be so construed.                                          

I.              Exercise  Price.   The price  at  which  the                    
Optionee shall be entitled to purchase the Shares covered by                    
the Option shall be the price per Share set forth on Part  I                    
subject to adjustment as provided in paragraph 9.                               

I.             Vesting and Term of the Option.                                  

(a)   General.  The right to exercise the  Option         
shall  vest in the hands of the Optionee in accordance  with                    
the  provisions of Part I.  Shares which shall  have  vested                    
shall be referred to as "Vested Shares."  Shares which shall                    
not  have vested shall be referred to as "Nonvested Shares."                    
The  respective numbers of Vested and Nonvested Shares shall                    
adjust proportionately in accordance with any adjustments to                    
the  number of Shares pursuant to paragraph 9.  In addition,                    
Shares may become Vested Shares in accordance with paragraph                    
7  or  Section 9 of the Plan.  In general, Nonvested  Shares                    
may  become  Vested  Shares only if the  Optionee  has  been                    
continuously employed as a full-time employee of the Company                    
or  any Subsidiary from the Grant Date to and including  the                    
last date of the month with respect to which such Shares may                    
vest pursuant to Part I.                                                        

(b)  Exercisable for Vested Shares Only.  Subject         
to the relevant provisions and limitations contained herein,                    
the Optionee may exercise the Option to purchase some or all                    
of  the  Vested Shares.  In no event shall the  Optionee  be                    
entitled  to  exercise the Option with respect to  Nonvested                    
Shares or a fraction of a Vested Share.                                         

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(c)    Expiration.   Notwithstanding  any  other        
provision  contained herein to the contrary, the unexercised                    
portion  of  the  Option,  if any,  will  automatically  and                    
without  notice terminate upon the earlier of (a) ten  years                    
following  the  Grant  Date  (provided,  however,  that  any                    
portion  of  the  Option which shall not become  exercisable                    
until  the  tenth  anniversary of  the  Grant  Date  may  be                    
exercisable  for  a  period of 30 days preceding  the  tenth                    
anniversary  of  the Grant Date) or (b) the date  determined                    
pursuant  to  paragraph  7.  The Option  will  cease  to  be                    
exercisable  with  respect  to a  Share  when  the  Optionee                    
purchases the Share.                                                            

(d)  Change in Control.  In the event of a Change         
in  Control  as defined in the Plan, the Company  may,  with                    
respect to this Option, in its sole discretion, take any one                    
or more of the actions described in Section 9.2 of the Plan.                    

I.              Method  of Exercising Option.  The  Optionee                    
may exercise the Option at any time prior to the termination                    
of  the Option with respect to all or any part of the Vested                    
Shares.   Subject  to  the  terms  and  conditions  of  this                    
Agreement, the Option may be exercised by timely delivery to                    
the  Company of a written notice in the form attached hereto                    
as  Exhibit A (the "Exercise Notice"), which Exercise Notice                    
shall  be  effective,  subject to the requirements  of  this                    
Agreement  and  of  the Plan, on the date  received  by  the                    
Company.   The  Exercise Notice shall state  the  Optionee's                    
election to exercise the Option, the number of Vested Shares                    
in  respect of which an election to exercise has been  made,                    
the  method of payment elected (see paragraph 5), the  exact                    
name  or  names  in  which  the  Vested  Shares  then  being                    
purchased will be registered and the social security  number                    
of  the Optionee.  The Exercise Notice must be signed by the                    
Optionee and must be accompanied by payment of the aggregate                    
Exercise  Price  of the Vested Shares then being  purchased,                    
determined  in accordance with paragraph 2.  If  the  Option                    
must  be  exercised by a person or persons  other  than  the                    
Optionee  pursuant to paragraph 7, the Exercise Notice  must                    
be  signed  by  such  other person or persons  and  must  be                    
accompanied by proof acceptable to the Company of the  legal                    
right of such person or persons to exercise the Option.   If                    
the Option is exercised by a person other than the Optionee,                    
the Vested Shares issued upon such exercise shall be subject                    
to  the limitations applicable to such Vested Shares in  the                    
hands  of the Optionee.  All Vested Shares delivered by  the                    
Company  upon  exercise of the Option as  provided  in  this                    
Agreement  shall  be  fully  paid  and  nonassessable   upon                    
delivery.  Unless the Vested Shares issued upon the exercise                    
of  the  Option  are  then  the subject  of  a  registration                    
statement  effective  under  the  Securities  Act  (and,  if                    
required,  there  is  available for  delivery  a  prospectus                    
meeting  the  requirements  of  Section  10(a)(3)   of   the                    
Securities  Act), the delivery of the Exercise Notice  shall                    
be  deemed  to  be the making by the person delivering  such                    
Exercise Notice of the representations, acknowledgments  and                    
agreements which would be contained in the Investment Letter                    
referred to in paragraph 10.                                                    

I.               Method  of  Payment  for  Options.   Unless                    
otherwise permitted by the Committee in accordance with  the                    
Plan,   the  full  Exercise  Price  for  the  Vested  Shares                    
purchased upon the exercise of the Option (i.e., the  number                    
of  Vested Shares being purchased multiplied by the Exercise                    
Price  per  Share) must be made in cash.  The  Company  will                    
accept  payment  by  cashier's check or by  personal  check,                    
provided  that  if  such  personal  check  is  returned  for                    
insufficient  funds,  payment for the  Shares  and  for  any                    
applicable  taxes  required to be withheld  by  the  Company                    
shall  be  deemed  not to have occurred.  In  addition,  the                    
Option  shall  not  be  deemed to  be  exercised  until  the                    
Optionee  has  provided  payment for any  withholding  taxes                    
which may be due with respect to such exercise.                                 

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I.              Delivery  of  Shares.  No  Shares  shall  be                    
delivered to the Optionee upon exercise of the Option  until                    
(a)  the  Exercise Price for such Shares being purchased  is                    
paid  in  full  in  the manner provided in  this  Agreement;                    
(b)  all  the applicable taxes required to be withheld  have                    
been  paid  or  withheld  in  full;  (c)  approval  of   any                    
governmental  authority  required  in  connection  with  the                    
Option, or the issuance of Shares pursuant to this Agreement                    
has been received by the Company; and (d) if required by the                    
Committee,  the Optionee has delivered to the  Committee  an                    
"Investment Letter" in form and content satisfactory to  the                    
Company as provided in paragraph 10.                                            

I.             Termination of Employment.  If the Optionee's                    
employment  relationship with the Company is terminated  for                    
any  reason other than (a) the Optionee's death or  (b)  the                    
Optionee's  Disability as defined in  Section  10.4  of  the                    
Plan,  then  any  and  all Options  held  pursuant  to  this                    
Agreement as of the date of the termination that are not yet                    
exercisable  (or  for which restrictions  have  not  lapsed)                    
shall  become  null  and  void  as  of  the  date  of   such                    
termination; provided, however, that the portion, if any, of                    
such  Options  that  are  exercisable  as  of  the  date  of                    
termination shall be exercisable for a period of the  lesser                    
of  (a)  the remainder of the term of the Option or (b)  the                    
date  which  is 30 days after the date of termination.   Any                    
portion  of  an Option not exercised upon the expiration  of                    
the  lesser of the period specified above shall be null  and                    
void  unless the Optionee dies during such period, in  which                    
case the provisions of paragraph 7(a) shall govern.                             

(a)                  Death.  Upon the death of the Optionee,                    
any  and  all Options held by the Optionee pursuant to  this                    
Agreement  that  are  not  yet  exercisable  (or  for  which                    
restrictions  have  not  lapsed)  as  of  the  date  of  the                    
Optionee's death shall become exercisable as provided  below                    
and  any restrictions shall immediately lapse as of the date                    
of  death; provided, however, that the Options held  by  the                    
Optionee  as  of  the date of death shall be exercisable  by                    
that  Optionee's legal representatives, heirs, legatees,  or                    
distributees for a period of 90 days following the  date  of                    
the   Optionee's  death.   Any  portion  of  an  Option  not                    
exercised upon the expiration of such period shall  be  null                    
and  void.   Except as expressly provided in this paragraph,                    
no  Option held by a Optionee shall be exercisable after the                    
death of that Optionee.                                                         

(a)                    Disability.    If   the    Optionee's                    
employment  relationship  is terminated  by  reason  of  the                    
Optionee's Disability, then the portion, if any, of any  and                    
all   Options  held  by  the  Optionee  that  are  not   yet                    
exercisable (or for which restrictions have not  lapsed)  as                    
of  the date of that termination for Disability shall become                    
exercisable  as  provided below and any  restrictions  shall                    
immediately  lapse as of the date of termination;  provided,                    
however,  that the Options held by the Optionee  as  of  the                    
date  of  that  termination  shall  be  exercisable  by  the                    
Optionee,  his  guardian or his legal representative  for  a                    
period  of  one year following the date of such termination,                    
unless  the Optionee is permanently and totally disabled  as                    
defined  in  the  Plan, in which case  the  Options  may  be                    
exercisable  by  the  Optionee, his guardian  or  his  legal                    
representative for a period of one year following  the  date                    
of termination.  Any portion of an Option not exercised upon                    
the  expiration of such period shall be null and void unless                    
the  Optionee  dies during such period, in which  event  the                    
provisions of paragraph 7(a) shall govern.                                      

I.              Nontransferability.  The Option  granted  by                    
this  Agreement shall be exercisable only during the  period                    
specified  in  paragraph  3  and,  except  as  provided   in                    
paragraph 7, only by the Optionee during his or her lifetime                    
and while an employee of the Company.  No Option granted  by                    
this Agreement is transferable by the Optionee other than by                    
will   or  pursuant  to  applicable  laws  of  descent   and                    
distribution.  The Option, and any rights and privileges  in                    
connection  therewith,  cannot  be  transferred,   assigned,                    
pledged  or  hypothecated by the Optionee, or by  any  other                    
person or persons, in any way, whether by operation of  law,                    
or   otherwise,  and  may  not  be  subject  to   execution,                    
attachment, garnishment or similar process.  In the event of                    
any  such  occurrence,  this  Agreement  will  automatically                    
terminate and will thereafter be null and void.                                 

I.             Adjustments.  If there is any other change in                    
the   capital  structure  of  the  Company  through  merger,                    
consolidation,   reorganization,   recapitalization,   stock                    
dividend,  stock  split, combination of  shares  or  similar                    
event  (a "Restructuring"), the rights of the Optionee shall                    
be  adjusted as provided in Section 9 of the Plan.   Nothing                    
in this Agreement or in the Plan shall affect in any way the                    
right  or  power  of the Company to make  or  authorize  any                    
Restructuring.                                                                  

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I.              Securities  Act.  The Company  will  not  be                    
required  to deliver any Shares pursuant to the exercise  of                    
all  or any part of the Option if, in the opinion of counsel                    
for  the Company, such issuance would violate the Securities                    
Act or any other applicable federal or state securities laws                    
or   regulations.   The  Committee  may  require  that   the                    
Optionee, prior to the issuance of any such Shares  pursuant                    
to exercise of the Option, sign and deliver to the Company a                    
written statement (an "Investment Letter") stating that  (a)                    
the  Optionee is purchasing the Shares for his  own  account                    
and  not with a view to, or for sale in connection with, any                    
distribution  thereof,  he has no  present  or  contemplated                    
agreement,     undertaking,     arrangement,     obligation,                    
indebtedness  or  commitment providing for  the  disposition                    
thereof  and  he  does  not currently  have  any  reason  to                    
anticipate  a  change  in the foregoing;  (b)  the  Optionee                    
understands  that the Shares have not been registered  under                    
the  Securities Act or any applicable state securities  laws                    
or  regulations and, therefore, cannot be offered or  resold                    
unless  the  Shares  are  so  registered  or  an  applicable                    
exemption  from  registration  is  available;  and  (c)  the                    
Optionee  agrees  that  the  certificates  representing  the                    
Shares  may bear a legend to the effect set forth in  clause                    
(b)  above.   The  Investment Letter must  be  in  form  and                    
substance   acceptable  to  the  Committee   in   its   sole                    
discretion.                                                                     

I.              Notice.   All notices required or  permitted                    
under this Agreement, including an Exercise Notice, must  be                    
in  writing  and personally delivered or sent  by  mail  and                    
shall  be  deemed  to  be delivered on  the  date  on  which                    
actually received by the Company properly addressed  to  the                    
person  who is to receive it.  An Exercise Notice  shall  be                    
effective when actually received by the Company, in  writing                    
and  in conformance with this Agreement and the Plan.  Until                    
changed in accordance herewith, the Company and the Optionee                    
specify their respective addresses as set forth below:                          

Company:            EZCORP, Inc.                            
1901 Capital Parkway
Austin, Texas  78746
 Attention:  President

Optionee:           As indicated on Part I hereto.          

I.               Information   Confidential.    As   partial                    
consideration for the granting of this Option, the  Optionee                    
agrees  that  he will keep confidential all information  and                    
knowledge  that  he or she has relating to  the  manner  and                    
amount  of his participation in the Plan; provided, however,                    
that  such information may be disclosed as required  by  law                    
and may be given in confidence to the Optionee's spouse, tax                    
and  financial advisors, or a financial institution  to  the                    
extent that such information is necessary to obtain a loan.                     

I.             Definitions; Copy of Plan.  To the extent not                    
specifically   provided  in  this  Agreement  or   otherwise                    
required  by  context, all capitalized terms  used  in  this                    
Agreement  but  not  defined  herein  shall  have  the  same                    
meanings ascribed to them in the Plan.  By the execution  of                    
this  Agreement,  the  Optionee  acknowledges  that  he  has                    
received and reviewed a copy of the Plan.                                       

I.             Administration.  This Agreement is subject to                    
the  terms  and conditions of the Plan.  The  Plan  will  be                    
administered by the Board of Directors and by the  Committee                    
in  accordance with its terms.  The Committee has  sole  and                    
complete discretion with respect to all matters reserved  to                    
it by the Board of Directors of the Company and by the Plan,                    
and decisions of the Board of Directors and of the Committee                    
with  respect to the Plan and this Agreement shall be  final                    
and  binding  upon the Optionee.  If a conflict between  the                    
terms  and conditions of this Agreement and the Plan exists,                    
the provisions of the Plan shall control.                                       

I.              Arbitration.  Any legal or equitable  claims                    
or  disputes  between  Optionee and the  Company,  including                    
without  limitation, those arising out of or  in  connection                    
with  the  employment, or the termination of employment,  of                    
Optionee  by  the Company, other than suits  for  injunctive                    
relief, will be resolved exclusively by binding arbitration.                    
This   Agreement  applies  to  the  following   allegations,                    
disputes, and claims for relief, but is not limited to those                    
listed:  wrongful discharge under statutory law  and  common                    
law;  employment discrimination based on federal, state,  or                    
local   statute,  ordinance,  or  governmental   regulation;                    
retaliatory discharge                                                           

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or  other  action; compensation disputes; tortious  conduct;                    
contractual     violations    (although    no    contractual                    
relationship,  other  than  at  will  employment  and   this                    
Agreement  and  agreement to arbitrate, is hereby  created);                    
ERISA  violations; and other statutory and common law claims                    
and disputes.                                                                   

The  arbitration  proceedings shall  be  conducted  in              
Austin,  Texas  in  accordance with the  Employment  Dispute                    
Resolution  Rules ("EDR Rules") of the American  Arbitration                    
Association  ("AAA")  in effect at the  time  a  demand  for                    
arbitration is made.  Optionee is entitled to representation                    
by  an  attorney  throughout  the  proceedings  at  his  own                    
expense;  however, the Company agrees not to use an attorney                    
in  the  arbitration hearing if the Optionee agrees  to  the                    
same.                                                                           

One  arbitrator shall be used and shall be  chosen  by              
mutual  agreement of the parties.  If, within 30 days  after                    
the  Optionee notifies the Company of an arbitrable dispute,                    
no arbitrator has been chosen, an arbitrator shall be chosen                    
from  a  list or lists of proposed arbitrators submitted  by                    
the  AAA  pursuant  to its EDR Rules, except  that  (a)  the                    
number  of preemptory strikes shall not be limited, and  (b)                    
if the parties fail to select an arbitrator from one or more                    
lists,  AAA  shall  not  have  the  power  to  appoint   the                    
arbitrator  but  shall continue to submit  lists  until  the                    
arbitrator   has   been  selected.   The  arbitrator   shall                    
coordinate,  and  limit  as  appropriate,  all  pre-arbitral                    
discovery,   which   shall  include   document   production,                    
information requests, and depositions.  The arbitrator shall                    
issue  a  written  decision and award  stating  the  reasons                    
therefor.  The decision and award shall be final and binding                    
on  both  parties,  their heirs, executors,  administrators,                    
successors,  and  assigns.  The costs and  expenses  of  the                    
arbitration shall be borne evenly by the parties.                               

I.              Continuation of Employment.  This  Agreement                    
shall not be construed to confer upon the Optionee any right                    
to continue in the employ of the Company or its Subsidiaries                    
and  shall  not  limit  the right  of  the  Company  or  its                    
Subsidiaries,  in  their sole discretion, to  terminate  the                    
employment  of  the Optionee at any time,  with  or  without                    
cause.   Absent an express written contract to the contrary,                    
the  parties'  employment relationship is at  will,  and  no                    
other  inference  is to be drawn from this  Agreement.   The                    
Company  may,  at  any  time  and from  time-to-time,  cause                    
Optionee  to be employed by any entity that is a  Subsidiary                    
or  Affiliate.   Either party may terminate  the  employment                    
relationship  at  any  time  for  any  or  no  reason.   Any                    
agreement  abrogating the at will relationship  must  be  in                    
writing and signed by both Optionee and the Company.  If the                    
Company  terminates Optionee's employment  for  any  reason,                    
with  or  without cause, and whether or not in violation  of                    
any  applicable  contract  or  legal  requirement,  Optionee                    
expressly   agrees   that   all  Nonvested   Options   shall                    
immediately become null and void as provided in paragraph 7.                    
II.            No Obligation to Exercise.  The Optionee                         
shall have no obligation to exercise any Option granted by                      
this Agreement.                                                                 

I.              Governing Law; Construction.  This Agreement                    
shall  be governed by the laws of the State of Texas without                    
regard  to  choice of law and conflicts of  law  principles.                    
Titles and headings are for case of reference only and shall                    
not  be  considered in construing this Agreement.   Pronouns                    
shall  be deemed to include the masculine, feminine, neuter,                    
singular  and plural as the context may require.  References                    
to paragraphs and exhibits are to paragraphs and exhibits of                    
this   Agreement  unless  otherwise  indicated.   All   such                    
exhibits are incorporated in this Agreement by reference and                    
are a part hereof.                                                              

I.              Amendments.  This Agreement may  be  amended                    
only by a written agreement executed by the Company and  the                    
Optionee.                                                                       

I.             Proprietary Information.  In consideration of                    
the  Company's  grant  of  this  Option  and  the  Company's                    
agreement  to provide Optionee with confidential information                    
of the Company, Optionee agrees to keep confidential and not                    
to  use or to disclose to others at any time during the term                    
of  this  Agreement  or  after its  termination,  except  as                    
expressly consented to in writing by the Company or required                    
by   law,   any   secrets  or  confidential  technology   or                    
proprietary  information of the Company, including,  without                    
limitation, any customer list, marketing plans or materials,                    
or  other  trade secrets of the Company, or  any  matter  or                    
thing ascertained by Optionee through Optionee's affiliation                    
with  the Company, the use or disclosure of which matter  or                    
thing  might reasonably be construed to be contrary  to  the                    
best  interests of the Company or to give any other party  a                    
competitive  advantage  to  the Company.   Optionee  further                    
agrees  that  should Optionee leave the  employment  of  the                    
Company,  Optionee  will neither take  nor  retain,  without                    
prior  written authorization from the Company, any documents                    
pertaining  to  the  Company  (other  than  paycheck  stubs,                    
benefit information, offer letters, or other                                    

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materials  pertaining  to his salary or  benefits  with  the                    
Company).  Without limiting the generality of the foregoing,                    
Optionee agrees that he will not retain, use or disclose any                    
papers,  customer lists, marketing materials or information,                    
books,  records, files, or other documents, copies  thereof,                    
or  notes  or  other materials derived therefrom,  or  other                    
confidential  information  of  any  kind  belonging  to  the                    
Company   pertaining  to  the  Company's  business,   sales,                    
financial  condition, or products.  Without  limiting  other                    
possible  remedies  to the Company for the  breach  of  this                    
covenant, Optionee agrees that injunctive or other equitable                    
relief  shall  be available to enforce this  covenant,  such                    
relief to be without the necessity of posting a bond,  cash,                    
or   otherwise.   Optionee  further  agrees  that   if   any                    
restriction contained in this paragraph is held by any court                    
to  be  unenforceable or unreasonable, a lesser  restriction                    
shall  be  enforced in its place and remaining  restrictions                    
contained  herein  shall be enforced independently  of  each                    
other.                                                                          

Optionee's obligations under this paragraph  apply  to              
all  confidential information of the Company as well  as  to                    
any   and  all  confidential  information  relating  to  the                    
Company's Subsidiaries and Affiliates.                                          

I.             Noncompetition.                                                  

(a)   Basis of Covenants.  The Company's business         
involves the operation of pawn shops, retail jewelry  stores                    
and  the sale of used merchandise.  Optionee recognizes that                    
the  Company's decision to enter into this Agreement and  to                    
grant the Option herein granted is induced primarily because                    
of  the  covenants and assurances made by Optionee  in  this                    
Agreement, that irrevocable harm and damage will be done  to                    
the  Company if Optionee violates the obligation to maintain                    
the  confidentiality of proprietary information, or competes                    
with  the Company.  Optionee stipulates and agrees that  the                    
consideration given by the Company in granting  this  Option                    
and   in   granting  Optionee  access  to  the  confidential                    
information  of  the  Company gives rise  to  the  Company's                    
interest in the promises made by Optionee in this paragraph;                    
further,  Optionee  stipulates that  the  promises  Optionee                    
makes in this paragraph are designed to enforce the promises                    
made by Optionee, including those set forth in paragraph 20.                    
Optionee  will continue to receive the Company's proprietary                    
information  and will receive training of substantial  value                    
as a result of his affiliation with the Company.                                

(b)   Noncompetition Covenant.   Optionee  agrees         
that  during the term of this Agreement and for a period  of                    
one  year following termination of this Agreement by  either                    
party, for whatever reason, Optionee shall not, directly  or                    
indirectly,    as   an   employee,   employer,   contractor,                    
consultant,   agent,   principal,   shareholder,   corporate                    
officer,   director,   or  in  any   other   individual   or                    
representative  capacity,  engage  or  participate  in   any                    
business  or practice that is in competition in  any  manner                    
whatsoever with the business of the Company within a 25-mile                    
radius of a Company office.                                                     

(c)   Nonsolicitation  Covenant.    In  addition,         
Optionee  agrees that during the term of this Agreement  and                    
for  a  period  of  one year following termination  of  this                    
Agreement  by  either party, for whatever  reason,  Optionee                    
will not solicit, contact, or otherwise communicate with any                    
person,  company or business that was a customer,  supplier,                    
vendor  or prospective customer, supplier or vendor  of  the                    
Company,  whom  Optionee  personally  solicited,  contacted,                    
communicated with or accepted business from while he was  an                    
employee  of  the Company at any time during the  12  months                    
preceding termination of his employment with the Company.                       

(d)    Non-Interference   Covenant.    Optionee       
covenants  and  agrees  that,  for  a  period  of  one  year                    
subsequent to the termination, for whatever reason,  of  his                    
employment  with  the  Company,  that  Optionee  shall   not                    
recruit, hire or attempt to recruit or hire, directly or  by                    
assisting  others, any other employees of the  Company,  nor                    
shall   Optionee  contact  or  communicate  with  any  other                    
employees  of the Company for the purpose of inducing  other                    
employees  to  terminate their employment with the  Company.                    
For  purposes  of  this  covenant, "other  employees"  means                    
employees  who are actively employed by the Company  at  the                    
time of the attempted recruiting or hiring.                                     

(e)  Remedies.                                              

(i)  This covenant shall be construed as  an    
agreement  ancillary  to  the  other  provisions   of   this                    
Agreement and the existence of any claim or cause of  action                    
of  Optionee against the Company, whether predicated on this                    
Agreement  or otherwise, shall not constitute a  defense  to                    
the  enforcement  by the Company of this covenant.   Without                    
limiting  other possible remedies to the Company for  breach                    
of  this covenant, Optionee agrees that injunctive or  other                    
equitable  relief will be available to enforce the covenants                    
of  this  provision, such relief to be without the necessity                    
of posting a bond, cash, or otherwise.                                          

(ii)  If  Optionee  violates  any  of   the   
covenants  of this paragraph 21, the one-year  term  of  the                    
restriction violated shall be extended by the amount of time                    
that Optionee was in violation.                                                 

(iii)      The Company and Optionee  further    
agree that if any restriction contained in this paragraph 21                    
is  held  by  any  appropriate forum to be unenforceable  or                    
unreasonable, a lesser restriction will be enforced  in  its                    
place  and remaining restrictions contained herein  will  be                    
enforced  independently of each other.  Optionee  agrees  to                    
pay  any  attorneys'  fees   and expenses  incurred  by  the                    
Company  if the Company chooses, in its sole discretion,  to                    
enforce any provision hereunder.                                                

(iv) If Optionee violates paragraph 20 or 21    
of  this  Agreement  at a time that he  holds  Options,  the                    
Options  shall  be immediately cancelled and shall  have  no                    
further force and effect.  In addition, if Optionee violates                    
paragraph 20 or 21 of this Agreement following his  exercise                    
of  Options, he shall forfeit to the Company an amount equal                    
to  the  difference between the Exercise Price and the  fair                    
market value (determined in accordance with paragraph 22(f))                    
on  the  date  of exercise for each Option exercised.   This                    
amount  shall be paid to the Company in addition to  payment                    
of  all  other  damages that the Company has suffered  as  a                    
result  of  Optionee's breach and in addition to  all  other                    
relief to which the Company is entitled under this Agreement                    
and under applicable law.                                                       

I.             [Omitted.]                                                       

I.              Termination.  The Company may terminate  the                    
Plan  at any time; however, such termination will not modify                    
the  terms  and conditions of the Option awarded under  this                    
Agreement without the Optionee's consent.                                       

I.              No  Rights as a Shareholder.  Optionee shall                    
not  by  virtue  of this Agreement, have  any  rights  as  a                    
shareholder  until the date of the issuance to the  Optionee                    
of Shares pursuant to a valid Exercise Notice.                                  

*    *    *    *    *                   

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EXHIBIT A                   

EXERCISE NOTICE                   

Notice  is  hereby given to the Company of  Optionee's              
election to exercise Options as follows:                                        

Name of Optionee (please print):                                                

Optionee's Social Security Number:                                              

Number of Vested Shares to be exercised:                                        

Exercise Price per Share:                                                       

Method of payment (check one):                Cash                              

                 Other--as authorized by
Committee as follows:                                                           

Amount tendered herewith:          $                                            

Exact name(s) for Share certificate(s):                                         

Date:                                                                           

 Signature of Optionee

PLEASE COMPLETE AND SIGN THIS NOTICE AND DELIVER IT TO:               

EZCORP, Inc.                                                
Attn:  Compensation Committee                               
1901 Capital Parkway                                        
Austin, Texas  78746                                        

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Exhibit 10.76                   

FIFTH AMENDMENT TO AMENDED AND RESTATED                   
LOAN AGREEMENT                    

THIS  FIFTH  AMENDMENT TO AMENDED  AND  RESTATED  LOAN              
AGREEMENT  (the "Amendment"), is entered into as of  October                    
5,   1998   among  EZCORP,  INC.,  a  Delaware   corporation                    
("Borrower"),  each  of  the Banks,  and  WELLS  FARGO  BANK                    
(TEXAS),   NATIONAL   ASSOCIATION,   a   national    banking                    
association,  as  Agent for itself and the other  Banks  (in                    
such capacity, together with its successors in such capacity                    
the "Agent") and as the Issuing Bank.                                           

RECITALS:                   

0.0.1.    Borrower, Agent, Banks and Issuing Bank have              
previously  entered into that certain Amended  and  Restated                    
Loan  Agreement dated as of November 29, 1994 as amended  by                    
(i)  that  certain First Amendment to Amended  and  Restated                    
Loan  Agreement effective as of February 15, 1995, (ii) that                    
certain  Second  Amendment  to  Amended  and  Restated  Loan                    
Agreement and Waiver dated as of August 3, 1995, (iii)  that                    
certain  Third  Amendment  to  Amended  and  Restated   Loan                    
Agreement  effective  as of June 24,  1996,  and  (iv)  that                    
certain  Fourth  Amendment  to  Amended  and  Restated  Loan                    
Agreement  dated  as  of  May  9,  1997  (as  amended,   the                    
"Agreement").                                                                   

0.0.2.    Borrower, Agent, Banks and Issuing Bank  now              
desire  to  amend the Agreement to provide for an additional                    
interim  revolving  credit  facility  as  hereinafter   more                    
specifically provided.                                                          

NOW,  THEREFORE, in consideration of the premises  and              
mutual covenants herein contained, the parties hereto  agree                    
as follows:                                                                     

ARTICLE 1.                    

Definitions                   

1.1. Definitions.   All capitalized terms not otherwise               
defined  herein,  shall have the same  meanings  as  in  the                    
Agreement, as amended hereby.                                                   

ARTICLE 2.                    

Amendments                    

2.1. Definitions.  Effective as of the date hereof:                   

2.1.0.0.1.     The definition of "Borrowing  Cap"         
appearing  in  Section 1.1 of the Agreement  is  hereby               
deleted.                                                              

2.1.0.0.2.      The  definitions  of  "Advance,"        
"Advance Request Form," "Applicable Rate," and  "Notes"               
appearing  in Section 1.1 of the Agreement  are  hereby               
amended  and  restated in their  entirety  to  read  as               
follows:                                                              

"'Advance' means an advance of funds by         
the  Banks  or  any of them to  the  Borrower               
pursuant   to  Article  II  or  Article   IIA               
(inclusive of the Revolving Credit Loan,  the               
Swing  Loan and the Interim Revolving  Credit               
Loan)  and  the  Continuation  or  Conversion               
thereof  (except  for the  Interim  Revolving               
Credit  Loan which may consist of Prime  Rate               
Advances  only) pursuant to Section  2.6  and               
Article V hereof.                                           

'Advance   Request   Form'   means   a        
certificate,  in substantially  the  form  of               
Exhibit  "B"  hereto, properly completed  and               
signed  by the Borrower requesting an Advance               
under the Revolving Credit Loan.                            

'Applicable Rate' means:  (a) during the          
period  that a Revolving Credit Loan  Advance               
or  a  Swing  Loan Advance is  a  Prime  Rate               
Advance,  the  Prime  Rate;  (b)  during  the               
period  that a Revolving Credit Loan  Advance               
is   a   Eurodollar  Advance,  the   Adjusted               
Eurodollar Rate, plus the Eurodollar  Margin;               
and  (c)  with  respect to Interim  Revolving               
Credit  Loan Advances, the Prime Rate,  minus               
one-half of one percent (0.50%).                            

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'Notes'  means  the  Revolving  Credit        
Notes,   the  Swing  Note  and  the   Interim               
Revolving Credit Note."                                     

2.1.0.0.3.      The  following  definitions  are        
hereby  added  to Section 1.1 of the Agreement  in  the               
proper alphabetical order:                                            

"'Interim Revolving Credit Loan'  means         
the interim revolving credit loan made or  to               
be  made  hereunder to Borrower  pursuant  to               
Section 2A.1.                                               

'Interim Revolving Credit Loan Advance'         
means  an Advance under the Interim Revolving               
Credit Loan.                                                

'Interim Revolving Credit Loan  Advance         
Request   Form'   means  a  certificate,   in               
substantially  the  form  of  Exhibit   'B-2'               
hereto, properly completed and signed by  the               
Borrower  requesting  an  Advance  under  the               
Interim Revolving Credit Loan.                              

'Interim   Revolving   Credit    Loan       
Commitment'  means, as to  Wells  Fargo  Bank               
(Texas), National Association, the obligation               
of  such  Bank  to  make Advances  under  the               
Interim Revolving Credit Loan as described in               
Article IIA in an aggregate principal  amount               
at  any  one time outstanding up to  but  not               
exceeding  the amount set forth opposite  the               
name  of such Bank on Schedule 7 hereto under               
the heading 'Commitment', as the same may  be               
terminated pursuant to Section 11.2.                        

'Interim  Revolving Credit Note'  means         
the  promissory note of the Borrower  payable               
to  the  order  of Wells Fargo Bank  (Texas),               
National   Association   in   the   aggregate               
principal  amount  of the  Interim  Revolving               
Credit  Loan, in substantially  the  form  of               
Exhibit  'A-2'  hereto, and  all  extensions,               
renewals, and modifications thereof.                        

'Interim   Revolving   Credit    Loan       
Termination  Date' means 10:00  A.M.  Austin,               
Texas  time  on  December 15, 1998,  or  such               
earlier  date and time on which  the  Interim               
Revolving  Credit Loan Commitment  terminates               
as provided in this Agreement."                             

2.2.  Interim Revolving Credit Loan.  Effective as  of              
the  date hereof, the following Article IIA is hereby  added                    
immediately following Article II:                                               

"ARTICLE IIA                    

Interim Revolving Credit Loan           

Section 2A.1  Interim Revolving Credit  Loan              
Commitment.   Subject to the terms and  conditions                    
of  this  Agreement,  Wells  Fargo  Bank  (Texas),                    
National  Association agrees to make one  or  more                    
Interim  Revolving  Credit Loan  Advances  to  the                    
Borrower from time to time from the date hereof to                    
and  including the Interim Revolving  Credit  Loan                    
Termination Date in an aggregate principal  amount                    
at  any  time outstanding up to but not  exceeding                    
the amount of such Bank's Interim Revolving Credit                    
Loan  Commitment as then in effect, provided  that                    
the  aggregate  amount  of all  Interim  Revolving                    
Credit Loan Advances at any time outstanding shall                    
not  exceed  the  Interim  Revolving  Credit  Loan                    
Commitment.  Subject to the foregoing limitations,                    
and   the  other  terms  and  provisions  of  this                    
Agreement,  the  Borrower may borrow,  repay,  and                    
reborrow  hereunder  the  amount  of  the  Interim                    
Revolving Credit Loan Commitment by means of Prime                    
Rate Advances only.  Interim Revolving Credit Loan                    
Advances  shall  be  made and maintained  at  such                    
Bank's  Applicable Lending Office for Advances  of                    
such Type.                                                            

Section 2A.2  Interim Revolving Credit Note.              
The  obligation  of the Borrower  to  repay  Wells                    
Fargo  Bank  (Texas),  National  Association   for                    
Interim  Revolving Credit Loan  Advances  made  by                    
such  Bank and interest thereon shall be evidenced                    
by  an  Interim Revolving Credit Note executed  by                    
the  Borrower, payable to the order of such  Bank,                    
in  the  principal amount of the Interim Revolving                    
Credit Loan Commitment dated the date of the Fifth                    
Amendment to this Agreement.                                          

Section 2A.3  Repayment of Interim Revolving              
Credit   Loan.   The  Borrower  shall  repay   the                    
outstanding   principal  amount  of  the   Interim                    
Revolving  Credit  Loan on the  Interim  Revolving                    
Credit Loan Termination Date.                                         

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Section 2A.4  Interest.  The unpaid principal               
amount of the Interim Revolving Credit Loan  shall                    
bear  interest at a varying rate per  annum  equal                    
from  day to day to the lesser of (a) the  Maximum                    
Rate, or (b) the Applicable Rate.  If at any  time                    
the  Applicable  Rate for any  Advance  under  the                    
Interim  Revolving Credit Loan  shall  exceed  the                    
Maximum   Rate,  thereby  causing   the   interest                    
accruing  on  such Advance to be  limited  to  the                    
Maximum Rate, then any subsequent reduction in the                    
Applicable Rate for such Advance shall not  reduce                    
the  rate  of interest on such Advance  below  the                    
Maximum   Rate  until  the  aggregate  amount   of                    
interest  accrued  on  such  Advance  equals   the                    
aggregate  amount  of interest  which  would  have                    
accrued on such Advance if the Applicable Rate had                    
at  all  times been in effect.  Accrued and unpaid                    
interest  on  the  Interim Revolving  Credit  Loan                    
Advances shall be due and payable on each  Monthly                    
Payment  Date and on the Interim Revolving  Credit                    
Loan Termination Date.                                                

Notwithstanding  the  foregoing,  all  outstanding                    
principal  of  all Interim Revolving  Credit  Loan                    
Advances   shall  bear  interest  at   all   times                    
following  the  occurrence and  during  (but  only                    
during)   the  continuance  of  (i)  a   Financial                    
Covenant Event of Default or a Financial Reporting                    
Event  of  Default, which has been waived  by  the                    
Required Banks, at the Initial Default Rate,  (ii)                    
a   Financial  Covenant  Event  of  Default  or  a                    
Financial  Reporting Event of Default,  which  has                    
not  been  waived by the Required  Banks,  at  the                    
Default   Rate,  and  (iii)  a  Payment   Default,                    
regardless  of  whether the  Required  Banks  have                    
given  a  waiver  thereof, at  the  Default  Rate.                    
Interest  payable at the Initial Default Rate  and                    
the  Default  Rate shall be payable on  the  dates                    
above stated and from time to time on demand.                         

Section 2A.5  Interim Revolving Credit  Loan              
Borrowing Procedure.  The Borrower shall give  the                    
Agent  notice  by  means of an  Interim  Revolving                    
Credit Loan Advance Request Form of each requested                    
Interim  Revolving Credit Loan Advance  not  later                    
than  10:00 A.M., Austin, Texas time at least  one                    
(1)  Business  Day  before the requested  date  of                    
such,  specifying: (a) the requested date of  such                    
Interim Revolving Credit Loan Advance (which shall                    
be  a  Business Day), and (b) the amount  of  such                    
Interim  Revolving  Credit  Loan  Advance.    Each                    
Interim Revolving Credit Loan Advance shall be  in                    
a   minimum  principal  amount  of  Five   Hundred                    
Thousand  and  No/100  Dollars  ($500,000)  or  in                    
greater  increments  of One Hundred  Thousand  and                    
No/100  Dollars ($100,000).  Not later than  10:00                    
A.M. Austin, Texas time on the date specified  for                    
each   Interim   Revolving  Credit  Loan   Advance                    
hereunder,  Wells  Fargo  Bank  (Texas),  National                    
Association  will make available to the  Agent  at                    
the  Principal  Office  in  immediately  available                    
funds,  for  the  account  of  the  Borrower,  the                    
Interim Revolving Credit Loan Advance.  After  the                    
Agent's receipt of such funds and subject  to  the                    
other terms and conditions of this Agreement,  the                    
Agent will make each Interim Revolving Credit Loan                    
Advance  available to the Borrower  by  depositing                    
the  same, in immediately available funds,  in  an                    
account  of  the  Borrower  (designated   by   the                    
Borrower)  maintained  with  the  Agent   at   the                    
Principal  Office.  All notices  by  the  Borrower                    
under this Section shall be irrevocable."                             

2.3.  Method  of Payment.  Effective as  of  the  date              
hereof,  the second sentence of Section 4.1 of the Agreement                    
is  hereby amended and restated in its entirety to  read  as                    
follows:                                                                        

"The  Borrower shall, at the time of  making              
each  such payment, specify to the Agent the  sums                    
payable  by the Borrower under this Agreement  and                    
the other Loan Documents to which such payment  is                    
to  be  applied, provided that, at any time  while                    
any  Interim  Revolving Credit Loan  Advances  are                    
outstanding,  all payments made  by  the  Borrower                    
shall   first  be  applied  to  the   payment   of                    
outstanding principal and accrued interest on such                    
Interim  Revolving Credit Loan Advances.   Subject                    
to the foregoing limitation and subject to Section                    
4.4  hereof, in the event that the Borrower  fails                    
to  so  specify,  or if an Event  of  Default  has                    
occurred  and is continuing, the Agent  may  apply                    
such payment to the Obligations in such order  and                    
manner as it may elect in its sole discretion."                       

2.4.  Pro  Rata Treatment.  Effective as of  the  date              
hereof,  subsection (a) of Section 4.4 of the  Agreement  is                    
hereby  amended  and  restated in its entirety  to  read  as                    
follows:                                                                        

"(a) each Revolving Credit Loan Advance shall               
be  made  by  the  Banks under Section  2.1,  each                    
Interim  Revolving Credit Loan  Advance  shall  be                    
made   by   Wells  Fargo  Bank  (Texas),  National                    
Association  under Section 2A.1, each  payment  of                    
the  Commitment  Fee under Section  2.9  and  each                    
payment  of the Letter of Credit fee under Section                    
3.5 (except as provided therein) shall be made for                    
the account of the Banks, and each termination  or                    
reduction  of  the Commitments under Section  2.10                    
shall  be applied to the Commitments of the Banks,                    
pro rata according to the respective Commitments;"                    

2.5.  Conditions Precedent.  Effective as of the  date              
hereof,  Section 6.2 of the Agreement is hereby  amended  as                    
follows:                                                                        

(a)  Section 6.2 (a) of the Agreement is hereby amended               
and restated in its entirety to read as follows:                      

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"(a) Advance Request Form or Letter  of         
Credit Request Form.  The Agent in respect of               
Advances  and the Issuing Bank in respect  of               
Letters  of  Credit shall have  received,  in               
accordance with Section 2.5, 2A.5, or 3.2, as               
the  case  may  be, an Advance Request  Form,               
Letter  of  Credit Request  Form  or  Interim               
Revolving  Credit Loan Advance Request  Form,               
as  applicable,  executed  by  an  authorized               
officer of the Borrower;                                    

(b)   Section  6.2(d)  of  the  Agreement  is  hereby             
renumbered to be Section 6.2(e).                                                

(c)   The  following Section 6.2(d) is hereby added  to               
the Agreement immediately following Section 6.2(c):                   

"(d)  Interim  Revolving  Credit  Loan        
Advances.    With  respect  to  all   Interim               
Revolving    Credit   Loan   Advances,    the               
Commitments  must be fully  utilized  on  the               
date   of  the  requested  Interim  Revolving               
Credit Loan Advance."                                       
2.6.  Borrowing Cap.  Effective as of the date hereof,              
Section  10.9  of  the Agreement is hereby  deleted  in  its                    
entirety.                                                                       

2.7.  Remedies.   Effective as  of  the  date  hereof,              
Section 11.2 of the Agreement is hereby amended as follows:                     

(a)   Section  11.2(a)(ii) of the Agreement  is  hereby               
amended  and  restated  in  its  entirety  to  read  as               
follows:                                                              

"(ii)     Termination of Commitments and          
Interim  Revolving  Credit  Loan  Commitment.               
Terminate  the  Commitments  or  the  Interim               
Revolving  Credit Loan Commitment,  or  both,               
and  the  obligation of the Issuing  Bank  to               
issue Letters of Credit without notice to the               
Borrower."                                                  

(b)  The proviso in Section 11.2(a) of the Agreement is               
hereby  amended  by adding the words "and  the  Interim               
Revolving Credit Loan Commitment" immediately following               
the  word  "Commitments" in the  second  line  of  such               
proviso.                                                              

2.8. Sharing of Payments, Etc. Effective as of the date               
hereof,  Section 12.3 of the Agreement is hereby amended  by                    
adding  the  parenthetical "(other  than  Interim  Revolving                    
Credit  Advances)" immediately following the word  "Advance"                    
in the second line of such section.                                             

2.9.  Exhibit A-2.  Effective as of the  date  hereof,              
Exhibit A-2 is hereby added to the Agreement in the form  of                    
Annex I attached hereto.                                                        

2.10.      Exhibit  B-2.  Effective  as  of  the  date              
hereof, Exhibit B-2 is hereby added to the Agreement in  the                    
form of Annex II attached hereto.                                               

2.11.     Schedule 6.  Effective as of the date hereof,               
Schedule  6 to the Agreement is hereby amended and  restated                    
in  its  entirety to read as set forth on Annex III attached                    
hereto.                                                                         

2.12.     Schedule 7.  Effective as of the date hereof,               
Schedule 7 is hereby added to the Agreement in the  form  of                    
Annex IV attached hereto.                                                       

ARTICLE 3.                    

Conditions Precedent                    

3.1. Condition.  The effectiveness of this Amendment is               
subject  to  the  satisfaction of the  following  conditions                    
precedent:                                                                      

3.1.0.0.1.     Agent shall have received  all  of         
the  following, each dated (unless otherwise indicated)               
the  date  of  this  Amendment, in form  and  substance               
satisfactory to the Agent:                                            

 3.1.0.0.1.0.1. This Amendment  executed
by all parties hereto.                                      
3.1.0.0.1.0.2.  An Interim Revolving  Credit    
Note  executed by the Borrower in favor  of  Wells          
Fargo  Bank (Texas), National Association  in  the          
amount  of  such  Bank's Interim Revolving  Credit          
Commitment.                                                 

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 3.1.0.0.1.0.3. Resolutions of the Board
of   Directors  of  Borrower  certified   by   its          
secretary  or assistant secretary which authorizes          
the   execution,   delivery  and  performance   by          
Borrower  of this Amendment, the Interim Revolving          
Credit Note  and the other Loan Documents executed          
in connection herewith.                                     

   3.1.0.0.1.0.4.   A   certificate   of
incumbency  certified  by  the  secretary  or  the          
assistant  secretary  of Borrower  certifying  the          
names  of the officers thereof authorized to  sign          
this  Amendment, the Interim Revolving Credit Note          
and   the  other  Loan  Documents  together   with          
specimen signatures of such officers.                       

 3.1.0.0.1.0.5. Resolutions of the Board
of  Directors of each of the Guarantors  certified          
by  its  secretary  or assistant  secretary  which          
authorize  the execution, delivery and performance          
by  each  of the Guarantors of this Amendment  and          
the  other  Loan Documents executed in  connection          
herewith.                                                   

   3.1.0.0.1.0.6.   A   certificate   of
incumbency  certified  by  the  secretary  or  the          
assistant  secretary of each Guarantor  certifying          
the  names  of the officers thereof authorized  to          
sign  this  Amendment and the other Loan Documents          
together   with   specimen  signatures   of   such          
officers.                                                   

3.1.0.0.2.     No Default.  No Default shall have         
occurred and be continuing.                                           

3.1.0.0.3.      Representations  and  Warranties.         
All of the representations and warranties contained  in               
Article VII of the Agreement, as amended hereby and  in               
the  other Loan Documents shall be true and correct  on               
and  as  of  the date of this Amendment with  the  same               
force  and  effect  as  if  such  representations   and               
warranties had been made on and as of such date, except               
to the extent such representations and warranties speak               
to a specific date.                                                   

3.1.0.0.4.     Amendment Fee.  Borrower shall have          
paid to the Agent for its own account an amendment  fee               
in the amount agreed to by the Borrower and the Agent.                

ARTICLE 4.                    

Ratifications, Representations and Warranties                   

4.1.  Ratifications.   The terms  and  provisions  set              
forth  in  this  Amendment shall modify  and  supersede  all                    
inconsistent terms and provisions set forth in the Agreement                    
and  except  as  expressly modified and superseded  by  this                    
Amendment, the terms and provisions of the Agreement and the                    
other  Loan Documents are ratified and confirmed  and  shall                    
continue in full force and effect.  Borrower, Banks, Issuing                    
Bank  and  Agent agree that the Agreement as amended  hereby                    
and  the  other Loan Documents shall continue to  be  legal,                    
valid,  binding  and  enforceable in accordance  with  their                    
respective terms.                                                               

4.2.  Representations and Warranties.  Borrower hereby              
represents  and  warrants to Banks, Agent and  Issuing  Bank                    
that  (i)  the execution, delivery and performance  of  this                    
Amendment,  the Interim Revolving Credit Note, and  any  and                    
all  other  Loan  Documents  executed  and/or  delivered  in                    
connection  herewith have been authorized by  all  requisite                    
corporate  action  on  the part of  Borrower  and  will  not                    
violate the articles of incorporation or bylaws of Borrower,                    
(ii)  the  representations and warranties contained  in  the                    
Agreement,  as  amended hereby, and any other Loan  Document                    
are  true and correct on and as of the date hereof as though                    
made on and as of the date hereof, except to the extent such                    
representations  and warranties speak to  a  specific  date,                    
(iii) no Event of Default has occurred and is continuing and                    
no  event or condition has occurred that with the giving  of                    
notice  or  lapse  of  time or both would  be  an  Event  of                    
Default,  and (iv) Borrower is in full compliance  with  all                    
covenants  and  agreements contained  in  the  Agreement  as                    
amended hereby.                                                                 

ARTICLE 5.                    

Miscellaneous                   

5.1. Survival of Representations and Warranties.   All              
representations and warranties made in this Amendment or any                    
other  Loan Document including any Loan Document   furnished                    
in   connection  with  this  Amendment  shall  survive   the                    
execution and delivery of this Amendment and the other  Loan                    
Documents,  and no investigation by Banks, Agent or  Issuing                    
Bank  or  any  closing shall affect the representations  and                    
warranties or the right of Banks or Agent or Issuing Bank to                    
rely upon them.                                                                 

5.2.  Reference  to  Agreement.   Each  of  the  Loan             
Documents,  including the Agreement and any  and  all  other                    
agreements,  documents,  or  instruments  now  or  hereafter                    
executed  and  delivered pursuant to  the  terms  hereof  or                    
pursuant  to  the terms of the Agreement as amended  hereby,                    
are  hereby  amended  so  that any reference  in  such  Loan                    
Documents  to  the Agreement shall mean a reference  to  the                    
Agreement as amended hereby.                                                    

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5.3.  Severability.  Any provision of  this  Amendment              
held  by a court of competent jurisdiction to be invalid  or                    
unenforceable  shall not impair or invalidate the  remainder                    
of  this  Amendment and the effect thereof shall be confined                    
to the provision so held to be invalid or unenforceable.                        

5.4. Applicable Law.  This Amendment and all other Loan               
Documents executed pursuant hereto  shall be deemed to  have                    
been  made  and to be performable in Austin, Travis  County,                    
Texas  and  shall be governed by and construed in accordance                    
with the laws of the State of Texas.                                            

5.5. Successors and Assigns.  This Amendment is binding               
upon and shall inure to the benefit of Banks, Agent, Issuing                    
Bank  and  Borrower  and  their  respective  successors  and                    
assigns, except Borrower may not assign or transfer  any  of                    
its  rights  or  obligations  hereunder  without  the  prior                    
written consent of Banks.                                                       
5.6. Counterparts.  This Amendment may be executed  in              
one  or  more  counterparts, each of which when so  executed                    
shall  be  deemed to be an original, but all of  which  when                    
taken together shall constitute one and the same instrument.                    

5.7.  ENTIRE AGREEMENT.  THIS AMENDMENT AND ALL  OTHER              
INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED                    
IN  CONNECTION  WITH  THIS  AMENDMENT  REPRESENT  THE  FINAL                    
AGREEMENT   AMONG  THE  PARTIES  HERETO  AND  MAY   NOT   BE                    
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS                    
OR  SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES                    
HERETO.   THERE ARE NO UNWRITTEN ORAL AGREEMENTS  AMONG  THE                    
PARTIES HERETO.                                                                 

Executed as of the date first written above.                          

BORROWER:                                                                       

EZCORP, INC.                                                                    

By:  /s/Dan N. Tonissen                                                         
Name: Dan N. Tonissen                                                     
Title:  Chief Financial officer                                           

Address for Notices:                                                            

1901 Capital Parkway                                                            
Austin, TX  78746                                                               
Fax No.: (512) 314-3402                                                         
Telephone No.: (512) 329-5233                                                   
Attention: Dan Tonissen                                                         
Chief Financial Officer                                       

AGENT:                                                                          

WELLS FARGO BANK (TEXAS), NATIONAL                                              
ASSOCIATION                                                               

By:  /s/Keith Smith                                                             
Name: Keith Smith                                                         
Title:  Vice President                                                    

Address for Notices:                                                            

100 Congress Avenue, Suite 150                                                  
Austin, TX  78701                                                               
Fax No.: (512) 469-3311                                                         
Telephone No.: (512) 794-2200                                                   
Attention: Keith Smith                                                          

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ISSUING BANK:                                                                   

WELLS FARGO BANK (TEXAS), NATIONAL                                              
ASSOCIATION                                                               

By:  /s/Keith Smith                                                             
Name: Keith Smith                                                         
Title:  Vice President                                                    

Address for Notices:                                                            

100 Congress Avenue, Suite 150                                                  
Austin, TX  78701                                                               
Fax No.: (512) 469-3311                                                         
Telephone No.: (512) 794-2200                                                   
Attention: Keith Smith                                                          

BANKS:                                                                          

WELLS FARGO BANK (TEXAS), NATIONAL                                              
ASSOCIATION                                                               

By:  /s/Keith Smith                                                             
Name: Keith Smith                                                         
Title:  Vice President                                                    

Address for Notices                                                             

100 Congress Avenue, Suite 150                                                  
Austin, TX  78701                                                               
Fax No.: (512) 469-3311                                                         
Telephone No.: (512) 794-2200                                                   
Attention: Keith Smith                                                          

Lending Office for Prime Rate Advances                                          
and Eurodollar Advances                                                   
100 Congress Ave.                                                               
Austin, TX  78701                                                               

GUARANTY FEDERAL BANK, F.S.B.                                                   

By:  /s/Chris Harkrider                                                         
Name: Chris Harkrider                                                     
Title:                                                                    

Address for Notices:                                                            

301 Congress, Suite 1075                                                        
Austin, TX  78701                                                               
Attention: Chris Harkrider                                                      
Fax No.: (512) 320-1041                                                         
Telephone No.: (512) 320-1205                                                   

Lending Office for Prime Rate Advances                                          
and Eurodollar Advances                                                   
8333 Douglas Avenue                                                             
Dallas, TX  75255                                                               

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Guarantors  hereby  consent  and  agree  to  this
Amendment and agree that each Guaranty shall remain in  full                    
force  and  effect and shall continue to (i)  guarantee  the                    
Obligations,  including  without  limitation,  the   Interim                    
Revolving  Credit  Note, and (ii) be the  legal,  valid  and                    
binding   obligation   of  Guarantors  enforceable   against                    
Guarantors in accordance with their respective terms.                           

GUARANTORS:                                                                     

EZPAWN Alabama, Inc.                                                            
EZPAWN Arkansas, Inc.                                                           
EZPAWN Colorado, Inc.                                                           
EZPAWN Florida, Inc.                                                            
EZPAWN Georgia, Inc.                                                            
EZPAWN Holdings, Inc.                                                           
EZPAWN Indiana, Inc.                                                            
EZPAWN Louisiana, Inc.                                                          
EZPAWN Oklahoma, Inc.                                                           
EZPAWN Tennessee, Inc.                                                          
Texas EZPAWN Management, Inc.                                                   
EZ Car Sales, Inc.                                                              
EZPAWN Construction, Inc.                                                       
EZPAWN Kansas, Inc.                                                             
EZPAWN Kentucky, Inc.                                                           
EZPAWN Missouri, Inc.                                                           
EZPAWN Nevada, Inc.                                                             
EZPAWN North Carolina, Inc.                                                     
EZPAWN South Carolina, Inc.                                                     

By:       /s/ Dan N. Tonissen                                                   
Name:   Dan N. Tonissen                                                     
Title:  Chief Financial Officer                                             

Texas EZPAWN L.P.                                                               

By:       Texas EZPAWN Management, Inc.,                                        
its sole general partner                                                  

By:    /s/ Dan N. Tonissen                                                
Name:         Dan N. Tonissen                                       
Title:        Vice President of Sole General Partner                

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ANNEX I                   

Exhibit A-2 to Loan Agreement                   

EXHIBIT "A-2"                   

Interim Revolving Credit Note                                                   

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INTERIM REVOLVING CREDIT NOTE                   

$10,000,000.00 Austin, Texas            October 5, 1998                         

FOR  VALUE RECEIVED, the undersigned, EZCORP, Inc.,  a              
Delaware corporation (the "Borrower") hereby promises to pay                    
to   the   order  of  WELLS  FARGO  BANK  (TEXAS),  NATIONAL                    
ASSOCIATION (the "Bank"), at the Agent's office  located  at                    
100  Congress Avenue, Suite 150, Austin, Texas 78701 for the                    
account  of  the Applicable Lending Office of the  Bank,  in                    
lawful  money  of  the  United  States  of  America  and  in                    
immediately  available funds, the principal  amount  of  TEN                    
MILLION  and No/100 Dollars ($10,000,000.00) or such  lesser                    
amount  as shall equal the aggregate unpaid principal amount                    
of  the  Interim Revolving Credit Loan Advances made by  the                    
Bank  to  the Borrower under the Loan Agreement referred  to                    
below, on the dates and in the principal amounts provided in                    
the  Loan  Agreement, and to pay interest on the  amount  of                    
each  such  Interim Revolving Credit Loan Advance,  at  such                    
office,  in  like money and funds, for the period commencing                    
on  the  date of such Interim Revolving Credit Loan  Advance                    
until  such Interim Revolving Credit Loan Advance  shall  be                    
paid  in  full,  at  the rates per annum and  on  the  dates                    
provided in the Loan Agreement.                                                 

The Borrower hereby authorizes the Bank to endorse  on              
the  Schedule  annexed to this Note the  amount  of  Interim                    
Revolving Credit Loan Advances made to the Borrower  by  the                    
Bank,  which endorsements shall, in the absence of  manifest                    
error,  be conclusive as to the outstanding principal amount                    
of   all   such  Interim  Revolving  Credit  Loan  Advances;                    
provided,  however, that the failure to make  such  notation                    
with  respect  to  any  such Interim Revolving  Credit  Loan                    
Advance  or payment shall not limit or otherwise affect  the                    
obligations of the Borrower under the Loan Agreement or this                    
Note.                                                                           

This Note is the Interim Revolving Credit Note referred               
to  in  the Amended and Restated Loan Agreement dated as  of                    
November 29, 1994, as amended, among the Borrower, the Bank,                    
the  other  Banks  and  Wells Fargo Bank  (Texas),  National                    
Association  (formerly  known as First  Interstate  Bank  of                    
Texas, N.A.), as Agent and as Issuing Bank (such Amended and                    
Restated Loan Agreement, as amended and as the same  may  be                    
amended, modified, or supplemented from time to time,  being                    
referred  to herein as the "Loan Agreement"), and  evidences                    
Interim  Revolving Credit Loan Advances  made  by  the  Bank                    
thereunder.    The  Loan  Agreement,  among  other   things,                    
contains provisions for acceleration of the maturity of this                    
Note  upon the happening of certain stated events  and  also                    
for  prepayments of Interim Revolving Credit  Loan  Advances                    
prior  to  the  maturity of this Note  upon  the  terms  and                    
conditions  specified  in the Loan  Agreement.   Capitalized                    
terms  used  in  this  Note  have  the  respective  meanings                    
assigned to them in the Loan Agreement.                                         

Notwithstanding anything to the contrary contained          
herein,  no  provision of this Note shall  require  the               
payment or permit the collection of interest in  excess               
of the Maximum Rate.  If any excess of interest in such               
respect is herein provided for, or shall be adjudicated               
to  be  so  provided,  in this  Note  or  otherwise  in               
connection  with this loan transaction, the  provisions               
of this paragraph shall govern and prevail, and neither               
the  Borrower nor the sureties, guarantors,  successors               
or  assigns of the Borrower shall be obligated  to  pay               
the excess amount of such interest, or any other excess               
sum  paid for the use, forbearance or detention of sums               
loaned pursuant hereto.  If for any reason interest  in               
excess  of  the  Maximum Rate shall be deemed  charged,               
required   or  permitted  by  any  court  of  competent               
jurisdiction,  any such excess shall be  applied  as  a               
payment  and reduction of the principal of indebtedness               
evidenced  by  this Note; and, if the principal  amount               
hereof  has  been  paid in full, any  remaining  excess               
shall   forthwith   be  paid  to  the   Borrower.    In               
determining whether or not the interest paid or payable               
exceeds  the  Maximum Rate, the Borrower and  the  Bank               
shall,  to  the  extent permitted  by  applicable  law,               
5.7.0.0.1. characterize any non-principal payment as an               
expense,  fee,  or  premium rather  than  as  interest,               
5.7.0.0.1.  exclude  voluntary  prepayments   and   the               
effects  thereof,  and  5.7.0.0.1.  amortize,  prorate,               
allocate,  and  spread in equal or  unequal  parts  the               
total   amount  of  interest  throughout   the   entire               
contemplated term of the indebtedness evidenced by this               
Note so that the interest for the entire term does  not               
exceed the Maximum Rate.                                              

This  Note  shall  be  governed by  and  construed  in              
accordance  with  the laws of the State  of  Texas  and  the                    
applicable laws of the United States of America.  This  Note                    
is performable in Travis County, Texas.                                         

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The Borrower and each surety, guarantor, endorser, and              
other  party  ever liable for payment of any sums  of  money                    
payable  on  this Note jointly and severally  waive  notice,                    
presentment, demand for payment, protest, notice of  protest                    
and  non-payment or dishonor, notice of acceleration, notice                    
of  intent  to  accelerate,  notice  of  intent  to  demand,                    
diligence in collecting, grace, and all other formalities of                    
any  kind, and consent to all extensions without notice  for                    
any  period or periods of time and partial payments,  before                    
or  after  maturity, and any impairment  of  any  collateral                    
securing  this  Note, all without prejudice to  the  holder.                    
The  holder  shall similarly have the right to deal  in  any                    
way,  at any time, with one or more of the foregoing parties                    
without  notice  to any other party, and to grant  any  such                    
party  any  extensions of time for payment of  any  of  said                    
indebtedness, or to release or substitute part or all of the                    
collateral  securing  this  Note,  or  to  grant  any  other                    
indulgences  or forbearances whatsoever, without  notice  to                    
any  other  party  and  without in  any  way  affecting  the                    
personal liability of any party hereunder.                                      

EZCORP, INC.                                                                    

By:                                                                             
Name:                                                                       
Title:                                                                      

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Schedule                    

Date         Amount       Amount      Unpaid                
Made           of           of        Princip               
or Paid      Advance      Principa       al                   
             l         Balance
            Paid       of Note

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ANNEX II                    

Exhibit B-2 to Loan Agreement                   

EXHIBIT "B-2"                   

Interim Revolving Credit Loan Advance Request Form                    
INTERIM REVOLVING CREDIT LOAN ADVANCE REQUEST FORM                    

TO:  Wells  Fargo  Bank  (Texas), National  Association,  as                    
Agent                                                                 
100 Congress Avenue, Suite 150                                        
Austin, Texas  78701                                                  
Attention:     Keith Smith                                            
Vice President                                    

Gentlemen:                                                                      

The  undersigned  is an officer of EZCORP,  Inc.  (the              
"Borrower"),  and  is authorized to make  and  deliver  this                    
certificate  pursuant to that certain Amended  and  Restated                    
Loan  Agreement dated November 29, 1994, among the Borrower,                    
Wells Fargo Bank (Texas), National Association, as Agent and                    
Issuing  Bank,  and the Banks named therein  as  amended  by                    
(i)  that  certain First Amendment to Amended  and  Restated                    
Loan  Agreement effective as of February 15, 1995, (ii) that                    
certain  Second  Amendment  to  Amended  and  Restated  Loan                    
Agreement and Waiver dated as of August 3, 1995, (iii)  that                    
certain  Third  Amendment  to  Amended  and  Restated   Loan                    
Agreement  effective as of June 24, 1996, (iv) that  certain                    
Fourth  Amendment  to  Amended and Restated  Loan  Agreement                    
dated  as  of  May  9,  1997, and  (v)  that  certain  Fifth                    
Amendment to Amended and Restated Loan Agreement dated as of                    
September   __,   1998  (such  Amended  and  Restated   Loan                    
Agreement, as the same has been or may be amended, modified,                    
or  supplemented from time to time being referred to  herein                    
as  the  "Loan Agreement").  All terms defined in  the  Loan                    
Agreement shall have the same meaning herein.  In accordance                    
with  the Loan Agreement, the Borrower hereby requests  that                    
Wells  Fargo  Bank  (Texas), National  Association  make  an                    
Interim  Revolving  Credit Loan Advance in  the  amount  set                    
forth  in  item (c) below on the date set forth in item  (d)                    
below.                                                                          

In  connection with the foregoing and pursuant to  the              
terms  and provisions of the Loan Agreement, the undersigned                    
hereby  certifies to Agent and the Banks that the  following                    
statements are true and correct:                                                

(i)  The representations and warranties contained         
in Article VII of the Loan Agreement and in each of the               
other  Loan  Documents  are true  and  correct  in  all               
material respects on and as of the date hereof with the               
same force and effect as if made on and as of such date               
except   to   the   extent  such  representations   and               
warranties speak to a specific date.                                  

(ii) No Default has occurred and is continuing or         
would  result  from the Interim Revolving  Credit  Loan               
Advance requested hereunder.                                          

(iii)      The  amount  of the Interim  Revolving         
Credit Loan Advance requested hereunder, when added  to               
all  outstanding Interim Revolving Credit Advances will               
not   exceed   the   Interim  Revolving   Credit   Loan               
Commitment.                                                           

(iv) The Commitments will be fully utilized on the          
date  of  the  requested Interim Revolving Credit  Loan               
Advance.                                                              

(v)   All  information supplied  below  is  true,         
correct, and complete as of the date hereof.                          

Interim Revolving Credit Loan Advance Information                   

(a)   Amount  of  Interim  Revolving  Credit  Loan          
Commitment     $____________                                

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(b)    Outstanding  principal  amount  of  Interim          
Revolving Credit                                            
Loan Advances       $____________                           

(c)  Amount of requested Interim Revolving Credit           
Loan Advance   $____________                                

(d)  Date of requested Interim Revolving Credit             
Loan Advance   ____________                                 

BORROWER:                                                                       

EZCORP, Inc.                                                                    

By:                                                                             
Name:                                                                       
Title:                                                                      
Dated as of:________________                                                    
[insert date of requested                                   
Interim Revolving Credit                                    
Loan Advance]                                               

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ANNEX III                   

Schedule 6 to Loan Agreement                    

[See Attached.]                                                                 

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SCHEDULE 6                    

Commitments                   

                                   BANKS
COMMITMENTS                                                                     

Wells    Fargo    Bank    (Texas),   National    Association                    
$30,875,000                                                                     

Guaranty Federal Bank, F.S.B.                                                   
$19,125,000                                                                     

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ANNEX IV                    

Schedule 7 to Loan Agreement                    

[See Attached.]                                                                 

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SCHEDULE 7                    

Interim Revolving Credit Commitment                   

BANK                                    COMMITMENT                    

Wells    Fargo    Bank    (Texas),   National    Association                    
$10,000,000                                                                     

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Exhibit 10.77                   

EZCORP, INC.                    

CREDIT AGREEMENT                    

DATED AS OF DECEMBER 10, 1998                   

$110,000,000 REVOLVING CREDIT LOAN                    

WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION,                   

AS AGENT                    

AND                   

ISSUING BANK                    

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TABLE OF CONTENTS                   
ARTICLE IDefinitions     1Section 1.1   Definitions                             
1Section 1.2   Other Definitional Provisions 15                                 

ARTICLE II                                                                      
Revolving Credit Loan and Swing Loan    15                                      
Section 2.1    Commitments    15                                                
Section 2.2    Revolving Credit Notes   15                                      
Section 2.3    Repayment of Revolving Credit Loan 16                            
Section 2.4    Interest  16                                                     
Section 2.5    Revolving Credit Loan Borrowing Procedure    16                  
Section 2.6    Conversions and Continuations 17                                 
Section 2.7    Swing Loans    17                                                
Section 2.8    Use of Proceeds     19                                           
Section 2.9    Fees 19                                                          
Section 2.10   Determination of Eurodollar Margin,                              
Commitment Fee                                                                  
and Base Rate Margin     19                                                     
Section 2.11   Reduction or Termination of Commitments 20                       

ARTICLE III                                                                     

Letters of Credit   21                                                          
Section 3.1    Letters of Credit   21                                           
Section 3.2    Procedure for Issuing Letters of Credit 22                       
Section 3.3    Presentment and Reimbursement 23                                 
Section 3.4    Payment   23                                                     
Section 3.5    Letter of Credit Fee     24                                      
Section 3.6    Obligations Absolute     24                                      
Section 3.7    Limitation of Liability  25                                      

ARTICLE IV                                                                      

Payments  25                                                                    
Section 4.1    Method of Payment   25                                           
Section 4.2    Voluntary Prepayment     26                                      
Section 4.3    Mandatory Prepayments    26                                      
Section 4.4    Pro Rata Treatment  27                                           
Section 4.5    Non-Receipt of Funds by the Agent  27                            
Section 4.6    Withholding Taxes   28                                           
Section 4.7    Withholding Tax Exemption     28                                 
Section 4.8    Computation of Interest  28                                      

ARTICLE V                                                                       

Yield Protection; Limitations on Advances; Capital Adequacy 29                  
Section 5.1    Additional Costs    29                                           
Section 5.2    Limitation on Types of Advances    30                            
Section 5.3    Illegality     31                                                
Section 5.4    Treatment of Affected Advances     31                            
Section 5.5    Compensation   31                                                

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Section 5.6    Capital Adequacy    32                                           
Section 5.7    Additional Costs in Respect of Letters of                        
Credit    32                                                                    

ARTICLE VI                                                                      

Conditions Precedent     33                                                     
Section 6.1    Initial Extension of Credit   33                                 
Section 6.2    All Extensions of Credit 34                                      

ARTICLE VII                                                                     

Representations and Warranties     35                                           
Section 7.1    Existence 35                                                     
Section 7.2    Financial Statements     35                                      
Section 7.3    Action; No Breach   35                                           
Section 7.4    Operation of Business    36                                      
Section 7.5    Litigation and Judgments 36                                      
Section 7.6    Rights in Properties; Liens   36                                 
Section 7.7    Enforceability 36                                                
Section 7.8    Approvals 36                                                     
Section 7.9    Debt 36                                                          
Section 7.10   Taxes     37                                                     
Section 7.11   Use of Proceeds; Margin Securities 37                            
Section 7.12   ERISA     37                                                     
Section 7.13   Disclosure     37                                                
Section 7.14   Subsidiaries   38                                                
Section 7.15   Agreements     38                                                
Section 7.16   Compliance with Laws     38                                      
Section 7.17   Investment Company Act   38                                      
Section 7.18   Public Utility Holding Company Act 38                            
Section 7.19   Environmental Matters    38                                      

ARTICLE VIII                                                                    

Positive Covenants  39                                                          

Section 8.1    Reporting Requirements   40                            
Section 8.2    Maintenance of Existence; Conduct of Business     42             
Section 8.3    Maintenance of Properties     42                                 
Section 8.4    Taxes and Claims    42                                           
Section 8.5    Insurance 42                                                     
Section 8.6    Inspection Rights   42                                           
Section 8.7    Keeping Books and Records     42                                 
Section 8.8    Compliance with Laws     43                                      
Section 8.9    Compliance with Agreements    43                                 
Section 8.10   Further Assurances; Subsidiary Guaranty and                      
Contribution and    Indemnification Agreement     43                            
Section 8.11   ERISA     43                                                     
Section 8.12   Year 2000 Compliance     43                                      

ARTICLE IX                                                                      

Negative Covenants  44                                                          
Section 9.1    Debt 44                                                          

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Section 9.2    Limitation on Liens 44                                           
Section 9.3    Mergers, Etc   45                                                
Section 9.4    Restricted Payments 45                                           
Section 9.5    Investments    46                                                
Section 9.6    Limitation on Issuance of Capital Stock 46                       
Section 9.7    Transactions With Affiliates  46                                 
Section 9.8    Disposition of Assets    47                                      
Section 9.9    Nature of Business  47                                           
Section 9.10   Environmental Protection 47                                      
Section 9.11   Accounting     47                                                
Section 9.12   Prepayment of Debt  47                                           

ARTICLE X                                                                       

Financial Covenants 48                                                          
Section 10.1   Consolidated Net Worth   48                                      
Section 10.2   Leverage Ratio 48                                                
Section 10.3   Capital Expenditures     48                                      
Section 10.4   Inventory Turnover  48                                           
Section 10.5   Fixed Charge Coverage Ratio   48                                 

ARTICLE XI                                                                      

Default   49                                                                    
Section 11.1   Events of Default   49                                           
Section 11.2   Remedies  51                                                     
Section 11.3   Cash Collateral     52                                           
Section 11.4   Performance by the Agent 52                                      

ARTICLE XII                                                                     

The Agent 52                                                                    
Section 12.1   Appointment, Powers and Immunities 52                            
Section 12.2   Rights of Agent as a Lender   55                                 
Section 12.3   Sharing of Payments, Etc.     55                                 
Section 12.4   Indemnification     55                                           
Section 12.5   Independent Credit Decisions  56                                 
Section 12.6   Several Commitments 56                                           
Section 12.7   Successor Agent     57                                           

ARTICLE XIII                                                                    

Miscellaneous  57                                                               
Section 13.1   Expenses  57                                                     
Section 13.2   INDEMNIFICATION     58                                           
Section 13.3   Limitation of Liability  58                                      
Section 13.4   No Duty   59                                                     
Section 13.5   No Fiduciary Relationship     59                                 
Section 13.6   Equitable Relief    59                                           
Section 13.7   No Waiver; Cumulative Remedies     59                            
Section 13.8   Successors and Assigns   59                                      
Section 13.9   Survival  62                                                     
Section 13.10  Amendments, Etc.    62                                           
Section 13.11  Maximum Interest Rate    63                                      
Section 13.12  Notices   63                                                     
Section 13.13  Governing Law; Venue; Service of Process     63                  
Section 13.14  Binding Arbitration 64                                           

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Section 13.15  Counterparts   66                                                
Section 13.16  Severability   66                                                
Section 13.17  Headings  66                                                     
Section 13.18  Non-Application of Chapter 346 of Texas                          
Credit Finance Code 66                                                          
Section 13.19  Construction   66                                                
Section 13.20  Independence of Covenants     66                                 
Section 13.21  Confidentiality     66                                           
Section 13.22  WAIVER OF JURY TRIAL     67                                      
Section 13.23  ENTIRE AGREEMENT    67                                           

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INDEX TO EXHIBITS                   

Exhibit   Description of Exhibit                  Section                       

"A-1"      Form  of  Revolving Credit  Note       1.1,  2.2,                    
6.1(f)                                                                      
"A-2"      Form  of  Swing  Note                  1.1,  2.7,                    
6.1(f)                                                                      
"B-1"       Advance  Request  Form                1.1,  2.5,                    
6.2(a)                                                                      
"B-2"      Letter  of  Credit Request  Form       1.1,  3.2,                    
6.2(a)                                                                      
"C"       Form of Guaranty                   1.1, 6.1(g)                        
"D"       Form of Assignment and Acceptance  1.1, 13.8                          
"E"        Contribution and Indemnification Agreement   1.1,                    
6.1(h)                                                                      

INDEX TO SCHEDULES                    

Schedule  Description of Schedule            Section                            

1.1a   Commitments                        1.1                               
1.1b                               Existing LCs   1.1       
7.14   List of Subsidiaries               7.14                              
9.1    Existing Debt                      7.9, 9.1                          
9.2    Existing Liens                     9.2(a)                            

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CREDIT AGREEMENT    THIS CREDIT AGREEMENT (the "Agreement"),                    
dated  as  of  December 10, 1998, is among EZCORP,  INC.,  a                    
Delaware  corporation ("Borrower"), each  of  the  banks  or                    
other  lending institutions which is or which may from  time                    
to  time  become  a  signatory hereto or  any  successor  or                    
assignee    thereof   (individually,   a    "Lender"    and,                    
collectively, the "Lenders"), and WELLS FARGO BANK  (TEXAS),                    
NATIONAL  ASSOCIATION,  a national banking  association,  as                    
agent  for  itself and the other Lenders (in such  capacity,                    
together  with its successors in such capacity, the "Agent")                    
and as the Issuing Bank (hereinafter defined).                                  

R E C I T A L S                   

The  Borrower has requested that the Lenders  and  the              
Issuing  Bank extend credit to the Borrower in the  form  of                    
revolving  credit advances, standby letters  of  credit  and                    
swing-line  advances  not to exceed an  aggregate  principal                    
amount  of  One  Hundred  Ten  Million  and  No/100  Dollars                    
($110,000,000.00) at any time outstanding.  The Lenders  are                    
willing  to  make such extensions of credit to the  Borrower                    
upon the terms and conditions hereinafter set forth.                            

NOW THEREFORE, in consideration of the premises and the               
mutual covenants herein contained, the parties hereto  agree                    
as follows:                                                                     

ARTICLE 6.                    

Definitions                   

Section 6.1.   Definitions.  As used in this Agreement,               
the following terms have the following meanings:                                

"Additional  Costs" has the meaning specified  in         
Section 5.1.                                                          

"Adjusted  Eurodollar  Rate"  means,   for   any        
Eurodollar  Advance for any Interest  Period  therefor,               
the  rate per annum (rounded upwards, if necessary,  to               
the  nearest 1/16 of 1%) determined by the Agent to  be               
equal  to  (a) the Eurodollar Rate for such  Eurodollar               
Advance  for such Interest Period divided  by  (b)  the               
remainder of 1 minus the Reserve Requirement  for  such               
Eurodollar Advance for such Interest Period.                          

"Adjustment  Date" has the meaning  specified  in         
Section 2.10.                                                         

"Advance" means an advance of funds by the Lenders          
or  any of them to the Borrower pursuant to Article  II               
(inclusive of the Revolving Credit Loan and  the  Swing               
Loan)   and  the  Continuation  or  Conversion  thereof               
pursuant to Section 2.6 and Article V hereof.                         

"Advance  Request Form" means a  certificate,  in         
substantially   the  form  of  Exhibit  "B-1"   hereto,               
properly   completed  and  signed   by   the   Borrower               
requesting an Advance.                                                

"Affiliate"  means, as to any Person,  any  other         
Person (a) that directly or indirectly, through one  or               
more  intermediaries, controls or is controlled by,  or               
is  under  common control with, such Person;  (b)  that               
directly or indirectly beneficially owns or holds  five               
percent  (5%) or more of any class of voting  stock  of               
such  Person; or (c) five percent (5%) or more  of  the               
voting   stock  of  which  is  directly  or  indirectly               
beneficially  owned or held by the Person in  question.               
The  term  "control" means the possession, directly  or               
indirectly,  of the power to direct or cause  direction               
of  the  management and policies of a  Person,  whether               
through   the   ownership  of  voting  securities,   by               
contract, or otherwise; provided, however, in no  event               
shall the Agent or any Lender be deemed an Affiliate of               
the Borrower or any of its Subsidiaries.                              

"Agent"  has  the  meaning  set  forth  in   the        
introductory paragraph of this Agreement.                             

"Agreement"  has  the meaning set  forth  in  the         
introductory paragraph of this Agreement.                             

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"Applicable Lending Office" means for each Lender         
and  each Type of Advance, the Lending Office  of  such               
Lender  (or  of an Affiliate of such Lender) designated               
for  such  Type  of  Advance  below  its  name  on  the               
signature  pages hereof or such other  office  of  such               
Lender  (or  of  an Affiliate of such Lender)  as  such               
Lender  may  from time to time specify to the  Borrower               
and  the  Agent as the office by which its Advances  of               
such Type are to be made and maintained.                              

"Applicable Rate" means:  (a) during  the  period         
that  an Advance is a Base Rate Advance, the Base Rate,               
plus  the  Base Rate Margin; and (b) during the  period               
that  a  Revolving Credit Loan is a Eurodollar Advance,               
the  Adjusted  Eurodollar  Rate,  plus  the  Eurodollar               
Margin.                                                               

"Assessment  Rate" means, at any time,  the  rate         
(rounded upwards, if necessary, to the nearest 1/16  of               
1%)  then  charged  by  the Federal  Deposit  Insurance               
Corporation  (or any successor) to the  Reference  Bank               
for deposit insurance for Dollar time deposits with the               
Reference Bank at its principal office as determined by               
the Reference Bank.                                                   

"Assignment  and Acceptance" means an  assignment         
and  acceptance  entered  into  by  a  Lender  and  its               
assignee and accepted by the Agent pursuant to  Section               
13.8, in substantially the form of Exhibit "D" hereto.                

"Base Rate" means as of any date of determination,          
a  rate per annum equal to the greater of (a) the Prime               
Rate  in  effect  on such day, or (b) the  sum  of  the               
Federal  Funds Rate in effect on such day plus one-half               
of one percent (0.5%).  Any change in the Base Rate due               
to a change in the Prime Rate or the Federal Funds Rate               
shall be effective on the effective date of such change               
in   the   Prime  Rate  or  the  Federal  Funds   Rate,               
respectively, without notice to Borrower.                             

"Base  Rate  Advances" means Advances  that  bear         
interest at rates based upon the Base Rate.                           

"Base  Rate  Margin" shall have the  meaning  set         
forth in Section 2.10.                                                

"Basle Accord" means the proposals for risk-based         
capital  framework described by the Basle Committee  on               
Banking  Regulations and Supervisory Practices  in  its               
paper  entitled "International Convergence  of  Capital               
Measurement and Capital Standards" dated July 1988,  as               
amended,  supplemented and otherwise  modified  and  in               
effect from time to time, or any replacement thereof.                 

"Borrower"  has  the meaning  set  forth  in  the         
introductory paragraph of this Agreement.                             

"Business  Day"  means  (a)  any  day  on  which        
commercial  banks  are not authorized  or  required  to               
close  in  San  Francisco, California,  and,  (b)  with               
respect   to  all  borrowings,  payments,  Conversions,               
Continuations,   Interest  Periods,  and   notices   in               
connection with Eurodollar Advances, any day which is a               
Business Day described in clause (a) above and which is               
also  a  day  on which dealings in Dollar deposits  are               
carried out in the London interbank market.                           

"Capital Expenditures" means, for any period, all         
expenditures of the Borrower and its Subsidiaries which               
are  classified  as  additions to property,  plant  and               
equipment  on the consolidated statement of cash  flows               
of  the Borrower in accordance with GAAP, including all               
such  expenditures so classified as "recurring  capital               
expenditures" and all such expenditures associated with               
Capital Lease Obligations.                                            

"Capital  Lease  Obligation"  means,  as  to  any         
Person,  the obligations of such Person to pay rent  or               
other  amounts  under  a lease of (or  other  agreement               
conveying  the  right  to  use)  real  and/or  personal               
property,   which  obligations  are  required   to   be               
classified  and accounted for as a capital lease  on  a               
balance  sheet of such Person under GAAP.  For purposes               
of  this  Agreement, the amount of such  Capital  Lease               
Obligations  shall be the capitalized  amount  thereof,               
determined in accordance with GAAP.                                   

"Cash  Equivalent Investment" means,  as  to  any         
Person,  (i)  securities issued or directly  and  fully               
guaranteed  or  insured by the  United  States  or  any               
agency  or instrumentality thereof (provided  that  the               
full                                                                  

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faith  and  credit of the United States is  pledged  in               
support thereof) having maturities of not more than six               
months from the date of acquisition, (ii) time deposits               
and  certificates  of  deposit of any  commercial  bank               
having, or which is the principal banking subsidiary of               
a  bank  holding company having, a long-term  unsecured               
debt rating of at least "AAA" or the equivalent thereof               
from  Standard  & Poor's Corporation or  "Aaa"  or  the               
equivalent thereof from Moody's Investors Service, Inc.               
with  maturities of not more than six months  from  the               
date  of  acquisition by such Person, (iii)  repurchase               
obligations with a term of not more than seven days for               
underlying securities of the types described in  clause               
(i)  above  entered  into with  any  bank  meeting  the               
qualifications  specified in clause  (ii)  above,  (iv)               
commercial  paper issued by any Person incorporated  in               
the  United States rated at least A-1 or the equivalent               
thereof  by Standard & Poor's Corporation or  at  least               
P-1  or  the  equivalent thereof by  Moody's  Investors               
Service,  Inc. and in each case maturing not more  than               
six months after the date of acquisition by such Person               
and (v) investments in money market funds substantially               
all  of whose assets are comprised of securities of the               
types described in clauses (i) through (iv) above.                    

"Code" means the Internal Revenue Code of 1986, as          
amended,  and the regulations promulgated  and  rulings               
issued thereunder.                                                    

"Commitment"  means,  as  to  each  Lender,  the        
obligation of such Lender to make Advances as described               
in Article II hereunder and purchase participations (or               
with  respect to the Swing Lender or the Issuing  Bank,               
hold  other interests in) the Swing Loan and in Letters               
of Credit as described in Articles II and III hereunder               
in  an  aggregate  principal amount  at  any  one  time               
outstanding  up  to but not exceeding  the  amount  set               
forth opposite the name of such Lender on Schedule 1.1a               
hereto under the heading "Commitment", as the same  may               
be  reduced  pursuant  to Section  2.11  or  terminated               
pursuant to Section 2.11 or 11.2.                                     

"Commitment Fee" shall have the meaning set forth         
in Section 2.10.                                                      

"Consolidated Net Income" means, at any time, the         
aggregate  net income or loss of the Borrower  and  its               
consolidated  Subsidiaries determined on a consolidated               
basis as determined in accordance with GAAP.                          

"Consolidated Net Worth" means, at any particular         
time, all amounts which, in conformity with GAAP, would               
be  included  as stockholders' equity on a consolidated               
balance  sheet  of  the Borrower and the  Subsidiaries;               
provided,  however,  there shall be excluded  therefrom               
any  amount  at which shares of capital  stock  of  the               
Borrower  appear as an asset on the Borrower's  balance               
sheet.                                                                

"Continue", "Continuation", and "Continued" shall         
refer to the continuation pursuant to Section 2.6 of  a               
Eurodollar  Advance as a Eurodollar  Advance  from  one               
Interest Period to the next Interest Period.                          

"Contribution and Indemnification Agreement" means          
the Contribution and Indemnification Agreement executed               
by  the  Borrower and the Guarantors, in  substantially               
the  form  of  Exhibit "E" hereto, as the same  may  be               
amended or otherwise modified from time to time.                      

"Convert",  "Conversion", and  "Converted"  shall         
refer  to  a  conversion pursuant  to  Section  2.6  or               
Article  V of one Type of Advance into another Type  of               
Advance.                                                              

"Debt" means as to any Person at any time (without          
duplication):  (a) all obligations of such  Person  for               
borrowed  money,  (b) all obligations  of  such  Person               
evidenced by bonds, notes, debentures, or other similar               
instruments, (c) all obligations of such Person to  pay               
the  deferred  purchase price of property or  services,               
except trade accounts payable of such Person arising in               
the  ordinary course of business that are not past  due               
by  more  than ninety (90) days, (d) all Capital  Lease               
Obligations  of  such Person, (e)  all  Debt  or  other               
obligations  of others Guaranteed by such  Person,  (f)               
all  obligations secured by a Lien existing on property               
owned  by  such Person, whether or not the  obligations               
secured thereby have been assumed by such Person or are               
non-recourse  to  the credit of such  Person,  (g)  all               
reimbursement  obligations  of  such  Person   (whether               
contingent  or  otherwise) in  respect  of  letters  of               
credit, bankers' acceptances, surety or other bonds                   

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and  similar  instruments, and (h) all  liabilities  of               
such  Person  in  respect of unfunded  vested  benefits               
under any Plan.                                                       

"Default"  means  an  Event  of  Default  or  the         
occurrence  of an event or condition which with  notice               
or  lapse  of  time or both would become  an  Event  of               
Default.                                                              

"Default Rate" means the lesser of (a) the Maximum          
Rate  or,  (b) the sum of the Base Rate in effect  from               
day to day plus five percent (5%).                                    

"Dispute"  has the meaning specified  in  Section         
13.14.                                                                

"Dollars" and  "$" mean lawful money of the United          
States of America.                                                    

"EBITDA" means Consolidated Net Income, plus,  to         
the  extent that any of the following were deducted  in               
calculating  such  Consolidated  Net  Income,  interest               
expense,    tax   expenses,   and   depreciation    and               
amortization, but excluding all extraordinary items  of               
income and loss.                                                      

"Eligible Assignee" means (i) a Lender,  (ii)  an         
Affiliate  of  a  Lender, and (iii)  any  other  Person               
approved  by  the  Agent, and,  unless  a  Default  has               
occurred  and is continuing at the time any  assignment               
is  effected,  in  accordance with  Section  13.8,  the               
Borrower, such approval not to be unreasonably withheld               
or  delayed  by  the Borrower; provided, however,  that               
neither  the Borrower nor an Affiliate of the  Borrower               
shall qualify as an Eligible Assignee.                                

"Environmental Laws" means any and  all  federal,         
state,  and  local laws, regulations, and  requirements               
pertaining  to  health, safety, or the environment,  as               
such laws, regulations, and requirements may be amended               
or supplemented from time to time.                                    

"Environmental  Liabilities"  means,  as  to  any         
Person, all liabilities, obligations, responsibilities,               
Remedial  Actions,  losses, damages, punitive  damages,               
consequential  damages,  treble  damages,  costs,   and               
expenses,    (including,   without   limitation,    all               
reasonable fees, disbursements and expenses of counsel,               
expert  and  consulting fees and costs of investigation               
and  feasibility studies), fines, penalties, sanctions,               
and  interest  incurred as a result  of  any  claim  or               
demand, by any Person, whether based in contract, tort,               
implied or express warranty, strict liability, criminal               
or  civil  statute,  including any  Environmental  Law,               
permit,   order  or  agreement  with  any  Governmental               
Authority  or other Person, arising from environmental,               
health   or   safety  conditions  or  the  Release   or               
threatened  Release of a Hazardous  Material  into  the               
environment.                                                          

"ERISA"  means  the  Employee  Retirement  Income         
Security Act of 1974, as amended from time to time, and               
the    regulations    and   published   interpretations               
thereunder.                                                           

"ERISA Affiliate" means any corporation or  trade         
or  business  which is a member of the same  controlled               
group  of  corporations (within the meaning of  Section               
414(b)  of  the Code) as the Borrower, which  is  under               
common control (within the meaning of Section 414(c) of               
the  Code)  with  the Borrower, or which  is  otherwise               
affiliated  with the Borrower (within  the  meaning  of               
Section 414(m) or Section 414(o) of the Code).                        

"Eurodollar Advances" means Advances the interest         
rates on which are determined on the basis of the rates               
referred  to in the definition of "Adjusted  Eurodollar               
Rate" in this Section 1.1.                                            

"Eurodollar  Margin" shall have the  meaning  set         
forth in Section 2.10.                                                

"Eurodollar  Rate"  means,  for  any  Eurodollar        
Advance  for  any Interest Period of either  one,  two,               
three  or  six  months therefor,  the  rate  per  annum               
(rounded upwards, if necessary, to the nearest 1/16  of               
1%) quoted by the Reference Bank at approximately 11:00               
A.M. London time (or as soon thereafter as practicable)               
two  Business  Days  prior to the  first  day  of  such               
Interest Period for the offering by the Reference  Bank               
to  leading  banks  in the London interbank  market  of               
Dollar deposits in immediately available funds having a               
term  comparable  to such Interest  Period  and  in  an               
amount comparable to the                                              

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principal amount of the Eurodollar Advance made by  the               
Reference  Bank to which such Interest Period  relates.               
If  the  Reference  Bank is not  participating  in  any               
Eurodollar Advances during any Interest Period therefor               
(pursuant to Section 5.4 or for any other reason),  the               
Adjusted  Eurodollar Rate for such  Advances  for  such               
Interest Period shall be determined by reference to the               
amount  of the Advances which the Reference Bank  would               
have made had it been participating in such Advances.                 
"Event  of Default" has the meaning specified  in         
Section 11.1.                                                         

"Excess Net Proceeds" has the meaning specified in          
Section 2.11(b).                                                      

"Exchange Act" means the Securities and  Exchange         
Act  of 1934, as amended, and the rules and regulations               
promulgated thereunder.                                               

"Existing  Credit  Agreement"  has  the  meaning        
specified in Section 6.1(k).                                          

"Existing  Debt"  means  the  Debt   listed   on        
Schedule 9.1.                                                         

"Existing  LCs"  means those  letters  of  credit         
described  on  Schedule  1.1b issued  pursuant  to  the               
Existing Credit Agreement.                                            

"Federal Funds Rate" means, for any day, the rate         
per  annum  (rounded  upwards,  if  necessary,  to  the               
nearest  1/16 of 1%) equal to the weighted  average  of               
the  rates on overnight Federal funds transactions with               
members  of  the  Federal Reserve  System  arranged  by               
Federal funds brokers on such day, as published by  the               
Federal  Reserve Bank of New York on the  Business  Day               
next succeeding such day, provided that (a) if the  day               
for  which  such  rate  is to be determined  is  not  a               
Business Day, the Federal Funds Rate for such day shall               
be such rate on such transactions on the next preceding               
Business  Day  as  so published on the next  succeeding               
Business  Day, and (b) if such rate is not so published               
on such next succeeding Business Day, the Federal Funds               
Rate  for any day shall be the average rate charged  to               
Wells Fargo Bank (Texas), National Association on  such               
day on such transactions as determined by the Agent.                  

"Fiscal  Quarter"  means any  three-month  period         
ending December 31, March 31, June 30 or September 30.                

"Fiscal  Year" means each 12 month period  ending         
September 30 of each year.                                            

"Fixed  Charge  Coverage Ratio" means,  for  each         
Fiscal  Quarter,  the quotient determined  by  dividing               
(i) the sum of EBITDA plus Rental (hereinafter defined)               
minus  Maintenance  Capital  Expenditures  (hereinafter               
defined)  minus taxes paid in cash by the Borrower  and               
its  consolidated Subsidiaries, in each case  for  such               
Fiscal  Quarter and the prior three (3) Fiscal Quarters               
by  (ii) the sum of the aggregate interest expense  and               
Rental   of   the   Borrower   and   its   consolidated               
Subsidiaries, in each case for such Fiscal Quarter  and               
the  prior  three (3) Fiscal Quarters.  As used  herein               
the  term  "Rental"  means  the  amounts  paid  by  the               
Borrower  and  each Subsidiary to lease facilities  for               
business  operations.   As  used  herein,  the   phrase               
"Maintenance  Capital  Expenditures"  means  for   each               
Fiscal  Quarter,  capital  expenditures  equal  to   an               
aggregate  amount  equal  to  Three  Thousand   Dollars               
($3,000.00) multiplied by the Average Number of  Stores               
(hereinafter defined) operated by the Borrower and  the               
Subsidiaries for such Fiscal Quarter.  As used  herein,               
the  phrase  "Average Number of Stores" for any  Fiscal               
Quarter  means  the  number  of  stores  calculated  by               
dividing the sum of the stores operated by the Borrower               
and  the Subsidiaries at the end of each month for  the               
most recent four (4) months by four (4).                              

"Funded Debt" means, at any particular time,  the         
sum  of  the  following, calculated on  a  consolidated               
basis   for  the  Borrower  and  the  Subsidiaries   in               
accordance with GAAP: (i) all obligations for  borrowed               
money,  including but not limited to senior bank  debt,               
senior   notes   and  subordinated   debt,   (ii)   all               
obligations relating to the deferred purchase price  of               
property   and   services,  (iii)  all  Capital   Lease               
Obligations,  (iv) all obligations as  a  reimbursement               
obligor  with respect to an issued letter of credit  or               
similar instrument (whether drawn or undrawn), (v)  all               
obligations under a Guarantee of borrowed money, or any               
other type of direct or contingent obligation.                        

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"GAAP"   means  generally  accepted   accounting        
principles, applied on a consistent basis, as set forth               
in  Opinions of the Accounting Principles Board of  the               
American  Institute  of  Certified  Public  Accountants               
and/or   in  statements  of  the  Financial  Accounting               
Standards Board and/or their respective successors  and               
which  are  applicable in the circumstances as  of  the               
date in question.  Accounting principles are applied on               
a  "consistent  basis"  when the accounting  principles               
applied  in  a  current period are  comparable  in  all               
material   respects  to  those  accounting   principles               
applied in a preceding period.                                        

"Governmental  Authority"  means  any  nation  or         
government, any state or political subdivision  thereof               
and   any  entity  exercising  executive,  legislative,               
judicial, regulatory, or administrative functions of or               
pertaining to government.                                             

"Guarantee"  by any Person means any  obligation,         
contingent  or  otherwise, of such Person  directly  or               
indirectly guaranteeing any Debt or other obligation of               
any  other  Person and, without limiting the generality               
of  the  foregoing, any obligation, direct or indirect,               
contingent or otherwise, of such Person (a) to purchase               
or  pay (or advance or supply funds for the purchase or               
payment  of)  such  Debt or other  obligation  (whether               
arising  by  virtue  of  partnership  arrangements,  by               
agreement  to  keep-well,  to purchase  assets,  goods,               
securities or services, to take-or-pay, or to  maintain               
financial  statement conditions or  otherwise)  or  (b)               
entered  into for the purpose of assuring in any  other               
manner the obligee of such Debt or other obligation  of               
the  payment thereof or to protect the obligee  against               
loss in respect thereof (in whole or in part), provided               
that  the term Guarantee shall not include endorsements               
for  collection  or deposit in the ordinary  course  of               
business.   The term "Guarantee" used as a verb  has  a               
corresponding meaning.                                                

"Guarantor"   means  each  and  every   domestic        
Subsidiary  of  Borrower whether now  in  existence  or               
hereafter created which include but are not limited  to               
those Subsidiaries listed on Schedule 7.14.                           

"Guaranty" means the joint and several guaranty of          
each  Guarantor in favor of the Agent and the  Lenders,               
in substantially the form of Exhibit "C" hereto, as the               
same   may   be  amended,  supplemented,  or  otherwise               
modified from time to time.                                           

"Hazardous Material" means any substance, product,          
waste,   pollutant,  material,  chemical,  contaminant,               
constituent,  or  other material which  is  or  becomes               
listed, regulated, or addressed under any Environmental               
Law.                                                                  

"Interest  Period"  means the period  commencing,         
with  respect to any Eurodollar Advances, on  the  date               
such  Eurodollar  Advances are made or  Converted  from               
Advances  of  another  Type or, in  the  case  of  each               
subsequent, successive Interest Period applicable to  a               
Eurodollar Advance, the last day of the next  preceding               
Interest  Period  with  respect to  such  Advance,  and               
ending  on  the numerically corresponding  day  in  the               
first,   second,   third   or  sixth   calendar   month               
thereafter,  as the Borrower may select as provided  in               
Section  2.5  or  2.6  hereof, except  that  each  such               
Interest  Period which commences on the  last  Business               
Day  of a calendar month (or on any day for which there               
is  no numerically corresponding day in the appropriate               
subsequent  calendar  month)  shall  end  on  the  last               
Business  Day  of  the first, second,  third  or  sixth               
calendar  month  thereafter,  as  the  case   may   be.               
Notwithstanding the foregoing: (a) each Interest Period               
which  would  otherwise end on a day  which  is  not  a               
Business  Day shall end on the next succeeding Business               
Day  or, if such succeeding Business Day falls  in  the               
next  succeeding calendar month, on the next  preceding               
Business  Day;  (b) any Interest Period for  Eurodollar               
Advances  under the Revolving Credit Loan  which  would               
otherwise  extend  beyond  the  Revolving  Credit  Loan               
Termination Date shall end on the Revolving Credit Loan               
Termination  Date  and the provisions  of  Section  5.5               
shall apply; (c) no more than five (5) Interest Periods               
shall  be  in  effect  at the same  time;  and  (d)  no               
Interest Period for any Eurodollar Advances shall  have               
a  duration  of less than one (1) month,  and,  if  the               
Interest  Period  for  any  Eurodollar  Advances  would               
otherwise be a shorter period, such Advances shall  not               
be available hereunder.                                               

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"Inventory"   means  at  any  particular   time,        
inventory  (as defined in the UCC) of the  Borrower  or               
any  of the Subsidiaries including, without limitation,               
all  materials and goods held by or for the benefit  of               
Borrower or any of the Subsidiaries for sale, lease  or               
consumption.                                                          

"Inventory  Turnover"  means,  for  each  Fiscal        
Quarter,  the quotient determined by dividing the  cost               
of  Inventory items sold during the most recent 12 (12)               
month  period  by  the  Average Inventory  (hereinafter               
defined)  for  such period.  As used  herein,  "Average               
Inventory"  means Inventory calculated by dividing  the               
total  of all ending Inventory for each month  for  the               
most recent thirteen (13) months by thirteen (13).                    

"Issuing Bank" means, with respect to any  Letter         
of   Credit,   Wells   Fargo  Bank  (Texas),   National               
Association.                                                          

"LC  Participation" means, with  respect  to  any         
Lender,  at  any  time,  the  amount  of  participating               
interest  held by such Lender (or in the  case  of  the               
Issuing  Bank, other interests) in respect of a  Letter               
of Credit.                                                            

"Lender"  has  the  meaning  set  forth  in  the        
introductory paragraph of this Agreement.                             

"Letter  of Credit" means, any standby letter  of         
credit  issued by the Issuing Bank for the  account  of               
the Borrower pursuant to Article III.                                 

"Letter   of   Credit  Disbursement"   means   a        
disbursement by the Issuing Bank to the beneficiary  of               
a  Letter  of  Credit  in  connection  with  a  drawing               
thereunder.                                                           

"Letter of Credit Liabilities" means, at any time,          
the  sum  of  (i)  the aggregate face  amounts  of  all               
outstanding  Letters of Credits and (ii) the  aggregate               
amount of all Letter of Credit Disbursements for  which               
the  Issuing  Bank  has  not  been  reimbursed  by  the               
Borrower.                                                             

"Letter   of  Credit  Request  Form"  means,   a        
certificate, in substantially the form of Exhibit "B-2"               
hereto,  properly completed and signed by the  Borrower               
requesting issuance of a Letter of Credit.                            

"Leverage Ratio" means, as of any Fiscal  Quarter         
end  the  ratio of Funded Debt to EBITDA, in each  case               
for  such Fiscal Quarter and the prior three (3) Fiscal               
Quarters.                                                             

"Lien"   means  any  lien,  mortgage,   security        
interest,   tax  lien,  financing  statement,   pledge,               
charge,    hypothecation,    assignment,    preference,               
priority,  or other encumbrance of any kind  or  nature               
whatsoever   (including,   without   limitation,    any               
conditional sale or title retention agreement), whether               
arising by contract, operation of law, or otherwise.                  

"Loan Documents" means this Agreement, the Notes,         
the  Guaranties,  the Contribution and  Indemnification               
Agreement,  and all other promissory notes, guaranties,               
and other instruments, documents, and agreements now or               
hereafter  executed and delivered  pursuant  to  or  in               
connection  with  this Agreement, as such  instruments,               
documents,  and  agreements may be  amended,  modified,               
renewed, extended, or supplemented from time to time.                 

"Material Adverse Effect" means a material adverse          
effect  on  (a)  the business, condition (financial  or               
otherwise), operations, prospects, or properties of the               
Borrower and the Subsidiaries taken as a whole, or  (b)               
the validity of enforceability of this Agreement or any               
of  the  other Loan Documents or the rights or remedies               
of  the  Agent or the Lenders hereunder or  thereunder.               
In  determining  whether  any  individual  event  could               
reasonably be expected to result in a Material  Adverse               
Effect, notwithstanding that such event does not itself               
have  such effect, a Material Adverse Effect  shall  be               
deemed  to  have occurred if the cumulative  effect  of               
such  event  and all other then existing  events  could               
reasonably be expected to result in a Material  Adverse               
Effect.                                                               

"Maximum Rate" means, at any time and with respect          
to  any  Lender,  the maximum rate  of  interest  under               
applicable   law  that  such  Lender  may  charge   the               
Borrower.   The Maximum Rate shall be calculated  in  a               
manner  that  takes  into account  any  and  all  fees,               
payments,  and  other charges in respect  of  the  Loan               
Documents  that  constitute interest  under  applicable               
law.   Each  change in any interest rate  provided  for               
herein  based  upon the Maximum Rate resulting  from  a               
change  in  the Maximum Rate shall take effect  without               
notice  to  the Borrower at the time of such change  in               
the Maximum Rate.  For purposes of                                    

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determining  the  Maximum Rate  under  Texas  law,  the               
applicable rate ceiling shall be the applicable  weekly               
ceiling described in, and computed in accordance  with,               
Article  5069-1D.001 et seq., as amended  or  codified,               
Vernon's Texas Civil Statutes.                                        

"Monthly Payment Date" means the third day of each          
calendar  month of each year, the first of which  shall               
be January 3, 1999.                                                   

"Multiemployer  Plan" means a multiemployer  plan         
defined  as  such in Section 3(37) of  ERISA  to  which               
contributions  have been made by the  Borrower  or  any               
ERISA  Affiliate and which is covered by  Title  IV  of               
ERISA.                                                                

"Net  Proceeds"  from  any  issuance,  sale   or        
disposition of any shares of equity securities (or  any               
securities  convertible or exchangeable  for  any  such               
shares,   or  any  rights,  warrants,  or  options   to               
subscribe  for or purchase any such shares)  means  the               
amount  equal  to (a) the aggregate gross  proceeds  of               
such issuance, sale or other disposition, less (b)  the               
following:  (i) placement agent fees, (ii) underwriting               
discounts and commissions, (iii) bank and other  lender               
fees,   and  (iv)  reasonable  legal  fees  and   other               
reasonable expenses payable by the issuer in connection               
with  such  issuance, sale or other disposition.   "Net               
Proceeds"  from  any disposition of  assets  means  the               
amount  equal  to (a) the aggregate gross  proceeds  of               
such disposition, less (b) the following:  (i) sales or               
other  similar taxes paid or payable by the  seller  in               
connection   with  such  disposition,  (ii)  reasonable               
broker   fees  in  connection  with  such  disposition,               
(iii)   reasonable  legal  fees  and  other  reasonable               
expenses payable by the seller in connection with  such               
disposition and (iv) the amount of any Debt secured  by               
the  assets that must be repaid in connection with such               
disposition  so  long as it is a Debt  permitted  under               
this Agreement.                                                       

"Notes" means, collectively, the Revolving Credit         
Notes and the Swing Note.                                             

"Obligated  Party" means each Guarantor  and  any         
other  Person  who is or becomes party to  any  written               
agreement  that  guarantees  or  secures  payment   and               
performance of the Obligations or any part thereof.                   

"Obligations" means all obligations, indebtedness,          
and  liabilities  of the Borrower  to  the  Agent,  the               
Issuing  Bank, and the Lenders, or any of them, arising               
pursuant to any of the Loan Documents, now existing  or               
hereafter  arising, whether direct, indirect,  related,               
unrelated, fixed, contingent, liquidated, unliquidated,               
joint,   several,  or  joint  and  several,  including,               
without limitation, the obligations, indebtedness,  and               
liabilities  of the Borrower under this Agreement,  the               
Notes  and the other Loan Documents (including  without               
limitation,   all   of   the   Borrower's    contingent               
reimbursement  obligations in  respect  of  Letters  of               
Credit),  and  all interest accruing  thereon  and  all               
attorneys'  fees  and other expenses  incurred  in  the               
enforcement or collection thereof.                                    

"PBGC"   means  the  Pension  Benefit   Guaranty        
Corporation or any entity succeeding to all or  any  of               
its functions under ERISA.                                            

"Permitted  Debt" means (a) the Obligations,  (b)         
Existing Debt and (c) Debt permitted by Section 9.1  of               
this Agreement.                                                       

"Permitted Liens" means Liens permitted by Section          
9.2 of this Agreement.                                                

"Person"   means  any  individual,  corporation,        
business   trust,  association,  company,  partnership,               
joint venture, Governmental Authority, or other entity.               

"Plan" means any employee benefit plan (within the          
meaning  of  Section  3(3)  of  ERISA)  established  or               
maintained  by  the  Borrower or any  ERISA  Affiliate,               
which plan is subject to the provisions of ERISA.                     

"Prime  Rate"  means, at any time,  the  rate  of         
interest  per  annum  then most recently  announced  by               
Wells Fargo Bank, National Association at its principal               
office in San Francisco as its prime rate, which rate                 

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may not be the lowest rate of interest charged by Wells               
Fargo  Bank,  National Association  to  its  borrowers.               
Each  change in any interest rate provided  for  herein               
based  upon the Prime Rate resulting from a  change  in               
the Prime Rate shall take effect on the date the change               
is  announced by Wells Fargo Bank, National Association               
without  notice  to the Borrower at the  time  of  such               
change in the Prime Rate.                                             

"Principal Office" means the principal office  of         
the  Agent in Austin, Texas, presently located  at  100               
Congress Avenue, Suite 150, Austin, Texas 78701.                      

"Prohibited Transaction" means any transaction set          
forth  in  Section  406  or 407  of  ERISA  or  Section               
4975(c)(1) of the Code for which there does not exist a               
statutory or administrative exemption.                                

"Quarterly Payment Date" means the third  day  of         
each January, April, July and October of each year, the               
first of which shall be January 3, 1999.                              

"Reference Bank" means Wells Fargo Bank  (Texas),         
National Association or any successor thereto.                        

"Regulation D" means Regulation D of the Board of         
Governors of the Federal Reserve System as the same may               
be amended or supplemented from time to time.                         

"Regulatory  Change" means, with respect  to  any         
Lender, any change after the date of this Agreement  in               
United  States  federal,  state,  or  foreign  laws  or               
regulations (including Regulation D) or the adoption or               
making   after   such  date  of  any   interpretations,               
directives, or requests applying to a class of  lenders               
including  such  Lender of or under any  United  States               
federal  or  state, or any foreign, laws or regulations               
(whether  or not having the force of law) by any  court               
or  governmental or monetary authority charged with the               
interpretation or administration thereof.                             

"Release"  means, as to any Person, any  release,         
spill,  emission, leaking, pumping, injection, deposit,               
disposal,  disbursement,  leaching,  or  migration   of               
Hazardous   Materials  into  the  indoor   or   outdoor               
environment  or into or out of property owned  by  such               
Person, including, without limitation, the movement  of               
Hazardous  Materials  through  or  in  the  air,  soil,               
surface  water, ground water, or property in  violation               
of Environmental Laws.                                                

"Remedial  Action" means all actions required  to         
(a)  clean  up,  remove, treat,  or  otherwise  address               
Hazardous   Materials   in  the   indoor   or   outdoor               
environment,  (b)  prevent the  Release  or  threat  of               
Release  or  minimize the further Release of  Hazardous               
Materials  so that they do not migrate or  endanger  or               
threaten  to endanger public health or welfare  or  the               
indoor   or   outdoor  environment,  or   (c)   perform               
pre-remedial    studies    and    investigations    and               
post-remedial monitoring and care.                                    

"Reportable  Event" means any of the  events  set         
forth in Section 4043 of ERISA.                                       

"Required  Lenders" means at any  time  while  no         
Advances   or   Letter   of  Credit   Liabilities   are               
outstanding,  two  or  more  Lenders  having  at  least               
sixty-six  and  two-thirds  percent  (66-2/3%)  of  the               
aggregate  amount of the Commitments and, at  any  time               
while  Advances  or  Letter of Credit  Liabilities  are               
outstanding,  two  or  more Lenders  holding  at  least               
sixty-six  and  two-thirds  percent  (66-2/3%)  of  the               
outstanding aggregate principal amount of the Revolving               
Credit   Loan  Advances,  LC  Participations,  and   SL               
Participations.                                                       

"Reserve  Requirement" means, for any  Eurodollar         
Advance  for any Interest Period therefor, the  average               
maximum rate at which reserves (including any marginal,               
supplemental or emergency reserves) are required to  be               
maintained   during   such   Interest   Period    under               
Regulation  D  by  member banks of the Federal  Reserve               
System  in  New  York City with deposits exceeding  one               
billion  Dollars against "Eurocurrency Liabilities"  as               
such  term  is used in Regulation D.  Without  limiting               
the  effect  of the foregoing, the Reserve  Requirement               
shall  reflect  any  other  reserves  required  to   be               
maintained  by  such  member banks  by  reason  of  any               
Regulatory   Change  against  (i)   any   category   of               
liabilities which includes                                            

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deposits  by reference to which the Adjusted Eurodollar               
Rate  is  to  be  determined, or (ii) any  category  of               
extensions  of  credit  or other assets  which  include               
Eurodollar Advances.                                                  

"Revolving Credit Loan" means the revolving credit          
loan  made or to be made hereunder to Borrower pursuant               
to Section 2.1.                                                       

"Revolving Credit Loan Advance" means an  Advance         
under the Revolving Credit Loan.                                      

"Revolving  Credit Loan Termination  Date"  means         
8:00 A.M. San Francisco, California time on December 3,               
2001,  or  such  earlier date and  time  on  which  the               
Commitments terminate as provided in this Agreement.                  

"Revolving  Credit  Notes" means  the  promissory         
notes  of  the  Borrower payable to the  order  of  the               
Lenders  in  the  aggregate  principal  amount  of  the               
Revolving  Credit Loan, in substantially  the  form  of               
Exhibit "A-1" hereto, and all extensions, renewals, and               
modifications thereof.                                                

"RICO" means the Racketeer Influenced and Corrupt         
Organization Act of 1970, as amended from time to time.               

"SL  Participation" means, with  respect  to  any         
Lender,  at  any  time,  the  amount  of  participating               
interest  held by such Lender (or in the  case  of  the               
Swing  Lender, other interests) in respect of the Swing               
Loan.                                                                 

"Subsidiary"means  any  corporation  (or   other        
entity) of which at least a majority of the outstanding               
shares  of stock (or other ownership interests)  having               
by  the terms thereof ordinary voting power to elect  a               
majority   of  the  board  of  directors  (or   similar               
governing  body) of such corporation (or other  entity)               
(irrespective of whether or not at the time  stock  (or               
other  ownership  interests)  of  any  other  class  or               
classes  of  such corporation (or other  entity)  shall               
have  or  might  have voting power  by  reason  of  the               
happening  of any contingency) is at the time  directly               
or  indirectly owned or controlled by the  Borrower  or               
one  or more of the Subsidiaries or by the Borrower and               
one or more of the Subsidiaries.                                      

"Swing  Commitment" means an amount  (subject  to         
reduction or cancellation as herein provided) equal  to               
Three Million Dollars ($3,000,000).                                   

"Swing  Lender" means Wells Fargo  Bank  (Texas),         
National Association.                                                 

"Swing Loan" means the swing loan made or  to  be         
made hereunder to Borrower pursuant to Section 2.7.                   

"Swing  Loan Advance" means an Advance under  the         
Swing Loan.                                                           

"Swing  Note" means the promissory  note  of  the         
Borrower  payable to the order of the Swing  Lender  in               
the  principal  amount  of  the  Swing  Commitment   in               
substantially the form of Exhibit "A-2" hereto, and all               
extensions, renewals, and modifications thereof.                      

"Type" means any type of Advance (i.e., Base Rate         
Advance or Eurodollar Advance).                                       

"UCC"  means the Uniform Commercial  Code  as  in         
effect in the State of Texas.                                         

Section  6.2.    Other Definitional  Provisions.   All              
definitions   contained  in  this  Agreement   are   equally                    
applicable  to the singular and plural forms  of  the  terms                    
defined.  The words "hereof", "herein", and "hereunder"  and                    
words of similar import referring to this Agreement refer to                    
this  Agreement  as  a  whole  and  not  to  any  particular                    
provision  of  this Agreement.  Unless otherwise  specified,                    
all   Article  and  Section  references  pertain   to   this                    
Agreement.   All  accounting terms not specifically  defined                    
herein  shall be construed in accordance with  GAAP.   Terms                    
used  herein  that are defined in the UCC, unless  otherwise                    
defined  herein,  shall have the meanings specified  in  the                    
UCC.                                                                            

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ARTICLE 7.                    

Revolving Credit Loan and Swing Loan                    

Section 7.1.   Commitments.  Subject to the terms  and              
conditions  of this Agreement, each Lender severally  agrees                    
to  make one or more Revolving Credit Loan Advances  to  the                    
Borrower  from  time  to time from the date  hereof  to  but                    
excluding the Revolving Credit Loan Termination Date  in  an                    
aggregate principal amount at any time outstanding up to but                    
not exceeding the amount of such Lender's Commitment as then                    
in  effect,  provided  that  the  aggregate  amount  of  all                    
Revolving Credit Loan Advances at any time outstanding shall                    
not  exceed  (A) the Commitments, minus (B) the sum  of  the                    
outstanding  Swing Loan Advances and the  Letter  of  Credit                    
Liabilities.  Subject to the foregoing limitations, and  the                    
other  terms and provisions of this Agreement, the  Borrower                    
may  borrow, repay, and reborrow hereunder the amount of the                    
Commitments  by  means of Base Rate Advances and  Eurodollar                    
Advances  and,  until the Revolving Credit Loan  Termination                    
Date,  the  Borrower  may  Convert  Revolving  Credit   Loan                    
Advances of one Type into Revolving Credit Loan Advances  of                    
another  Type.  Revolving Credit Loan Advances of each  Type                    
made  by  each Lender shall be made and maintained  at  such                    
Lender's  Applicable  Lending Office for  Advances  of  such                    
Type.                                                                           

Section 7.2.   Revolving Credit Notes.  The obligation              
of  the  Borrower to repay each Lender for Revolving  Credit                    
Loan Advances made by such Lender and interest thereon shall                    
be  evidenced  by  a Revolving Credit Note executed  by  the                    
Borrower,  payable  to  the order of  such  Lender,  in  the                    
principal amount of such Lender's Commitment dated the  date                    
hereof.                                                                         

Section 7.3.   Repayment of Revolving Credit Loan.  The               
Borrower shall repay the outstanding principal amount of the                    
Revolving   Credit  Loan  on  the  Revolving   Credit   Loan                    
Termination Date.                                                               

Section 7.4.   Interest.  The unpaid principal  amount              
of  the  Revolving  Credit Loan shall  bear  interest  at  a                    
varying  rate per annum equal from day to day to the  lesser                    
of  (a) the Maximum Rate, or (b) the Applicable Rate.  If at                    
any  time  the Applicable Rate for any Advance shall  exceed                    
the  Maximum Rate, thereby causing the interest accruing  on                    
such  Advance  to be limited to the Maximum Rate,  then  any                    
subsequent reduction in the Applicable Rate for such Advance                    
shall  not reduce the rate of interest on such Advance below                    
the  Maximum  Rate  until the aggregate amount  of  interest                    
accrued  on  such  Advance equals the  aggregate  amount  of                    
interest  which  would have accrued on such Advance  if  the                    
Applicable  Rate  had at all times been in effect.   Accrued                    
and  unpaid  interest on the Revolving Credit Loan  Advances                    
shall be due and payable as follows:                                            

7.4.0.0.0.0.1. in the case of all Base  Rate    
Advances, on each Monthly Payment Date;                     

7.4.0.0.0.0.2.  in  the case  of  all  Eurodollar         
Advances,  on the last day of the Interest Period  with               
respect thereto and, in the case of an Interest  Period               
with   a   duration  greater  than  three  months,   at               
three-month  intervals  after the  first  day  of  such               
Interest Period;                                                      

7.4.0.0.0.0.3. upon the payment or prepayment  of         
any   Eurodollar  Advance  or  the  Conversion  of  any               
Eurodollar Advance to an Advance of another  Type  (but               
only  on  the  principal amount so  paid,  prepaid,  or               
Converted); and                                                       

7.4.0.0.0.0.4. on the Revolving Credit  Loan    
Termination Date.                                           

Notwithstanding  the  foregoing,  upon  the  occurrence  and                    
during   the  continuance  of  an  Event  of  Default,   the                    
outstanding  principal amounts of all Advances and  (to  the                    
fullest  extent permitted by law) any other amounts  payable                    
by  the Borrower under any Loan Document shall bear interest                    
at   the  Default  Rate  at  the  Required  Lenders'  option                    
beginning  upon the occurrence of such Event of  Default  or                    
such  later  date  as  selected  by  the  Required  Lenders.                    
Interest  payable at the Default Rate shall be payable  from                    
time to time on demand.                                                         

Section   7.5.    Revolving  Credit  Loan   Borrowing             
Procedure.   The  Borrower shall give the  Agent  notice  by                    
means of an Advance Request Form of each requested Revolving                    
Credit Loan Advance at least one (1) Business Day before the                    
requested date of each Base Rate Advance, and at least three                    
(3) Business Days before the requested                                          

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date  of  each  Eurodollar  Advance,  specifying:  (a)   the                    
requested date of such Revolving Credit Loan Advance  (which                    
shall  be  a Business Day), (b) the amount of such Revolving                    
Credit  Loan Advance, (c) the Type of Revolving Credit  Loan                    
Advance,  and  (d) in the case of a Eurodollar Advance,  the                    
duration  of  the Interest Period for such Revolving  Credit                    
Loan  Advance.  Each Eurodollar Advance under the  Revolving                    
Credit  Loan shall be in a minimum principal amount  of  One                    
Million   Dollars  ($1,000,000)  or  an  integral   multiple                    
thereof.  Each Base Rate Advance under the Revolving  Credit                    
Loan  shall be in a minimum principal amount of Five Hundred                    
Thousand Dollars ($500,000) or in greater increments of  One                    
Hundred Thousand Dollars ($100,000).  The Agent shall notify                    
each  Lender  of the contents of each such notice  promptly.                    
Not later than 11:00 A.M. San Francisco, California time  on                    
the  date  specified for each Revolving Credit Loan  Advance                    
hereunder, each Lender will make available to the  Agent  at                    
the Principal Office in immediately available funds, for the                    
account  of  the  Borrower,  its  pro  rata  share  of  each                    
Revolving Credit Loan Advance.  After the Agent's receipt of                    
such funds and subject to the other terms and conditions  of                    
this  Agreement,  the Agent will make each Revolving  Credit                    
Loan  Advance  available to the Borrower by  depositing  the                    
same,  in immediately available funds, in an account of  the                    
Borrower  (designated by the Borrower) maintained  with  the                    
Agent  at the Principal Office.  All notices by the Borrower                    
under  this Section shall be irrevocable and shall be  given                    
not  later than 9:00 A.M. San Francisco, California time  on                    
the  day which is not less than the number of Business  Days                    
specified above for such notice.                                                

Section  7.6.    Conversions and  Continuations.   The              
Borrower  shall have the right from time to time to  Convert                    
all  or part of a Revolving Credit Loan Advance of one  Type                    
into  an  Advance of another Type or to Continue  Eurodollar                    
Advances as Eurodollar Advances by giving the Agent  written                    
notice at least one (1) Business Day before Conversion  into                    
a  Base  Rate Advance, and at least three (3) Business  Days                    
before  Conversion  into  or Continuation  of  a  Eurodollar                    
Advance,  specifying:  (a)  the Conversion  or  Continuation                    
date,  (b)  the  amount of the Advance to  be  Converted  or                    
Continued,  (c)  in  the case of Conversions,  the  Type  of                    
Advance  to  be  Converted into, and (d) in the  case  of  a                    
Continuation of or Conversion into a Eurodollar Advance, the                    
duration of the Interest Period applicable thereto; provided                    
that  (i) Eurodollar Advances may only be Converted  on  the                    
last day of the Interest Period, (ii) except for Conversions                    
into  Base Rate Advances, no Conversions shall be made while                    
a  Default has occurred and is continuing, and (iii) no more                    
than  five  (5) Interest Periods shall be in effect  at  the                    
same  time.   The  Agent shall notify  each  Lender  of  the                    
contents  of each such notice promptly and in any event  not                    
later than one (1) Business Day after receipt thereof.   All                    
notices  by  the  Borrower  under  this  Section  shall   be                    
irrevocable and shall be given not later than 9:00 A.M.  San                    
Francisco, California time on the day which is not less than                    
the number of Business Days specified above for such notice.                    
If  the Borrower shall fail to give the Agent the notice  as                    
specified  above  for  Continuation  or  Conversion   of   a                    
Eurodollar  Advance prior to the end of the Interest  Period                    
with  respect  thereto,  such Eurodollar  Advance  shall  be                    
Converted automatically into a Base Rate Advance on the last                    
day  of the then current Interest Period for such Eurodollar                    
Advance.                                                                        

Section 7.7.   Swing Loans.                                           

7.7.0.0.1.     Making Swing Loans; Interest Rate.         
For  the  convenience of the parties and as an integral               
part  of  the  transactions contemplated  by  the  Loan               
Documents,  the  Swing  Lender,  solely  for  its   own               
account,   agrees,   on   the  terms   and   conditions               
hereinafter set forth, to make Swing Loans to  Borrower               
(which  Borrower may repay and reborrow  from  time  to               
time  in  accordance  with  the  terms  and  provisions               
hereof)  from time to time on any Business  Day  during               
the  period  from the date hereof to but excluding  the               
Revolving  Credit Loan Termination Date in an aggregate               
principal  amount  at  any one time  outstanding  which               
shall  not exceed the Swing Commitment; provided  that,               
the  Swing  Lender shall not be obligated to  make  any               
Swing Loan (i) which when added to the then outstanding               
Revolving  Credit  Loan Advances plus  the  outstanding               
Letter of Credit Liabilities plus the outstanding Swing               
Loan Advances would exceed the Commitments, and (ii) at               
any  time  after any Lender has refused to  purchase  a               
participation in any Swing Loan as provided in  Section               
2.7(d).   All  Swing Loans shall bear interest  at  the               
lesser  of  (A) the Maximum Rate and (B) the Base  Rate               
(subject  to Section 2.4) and shall be included  within               
the  Obligations hereunder.  Each Swing Loan  shall  be               
subject  to all the terms and conditions applicable  to               
the  Revolving  Credit Loan; provided that,  (i)  there               
shall  be  no  minimum  Swing Loan  Advance  amount  or               
repayment  for a Swing Loan, and (ii) each  Swing  Loan               
shall  be  available  and may be prepaid  on  same  day               
telephonic  notice  to  be followed  promptly  with  an               
Advance Request Form (except for telephonic notices  of               
prepayment) from Borrower to the Swing Lender, so  long               
as such notice is received by the Swing Lender prior to               
1:00 P.M. (San Francisco, California time).                           

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7.7.0.0.2.     Swing Note.  The Swing Loans  made         
by  the  Swing Lender shall be evidenced  by  a  single               
promissory  note  of the Borrower in substantially  the               
form  of Exhibit "B-2" hereto, payable to the order  of               
the  Swing  Lender in a principal amount equal  to  the               
Swing  Commitment as originally in effect and otherwise               
duly completed.                                                       

7.7.0.0.3.     Repayment of Swing Loans.  Upon the          
earlier to occur of (i) the date fourteen (14) Business               
Days after each Swing Loan Advance, and (ii) demand  by               
the   Swing  Lender,  Borrower  shall  promptly  borrow               
Revolving  Credit Loans from the Lenders,  pursuant  to               
Section  2.1  hereof  and apply the  proceeds  of  such               
Revolving  Credit Loans to the repayment of such  Swing               
Loan Advance then outstanding.                                        

7.7.0.0.4.     Participation of Lenders.  In  the         
event Borrower shall fail to repay any Swing Loan, each               
Lender  shall irrevocably and unconditionally  purchase               
from the Swing Lender an SL Participation in such Swing               
Loan  in lawful money of the United States and  in  the               
same day funds, in an amount equal to such Lender's pro               
rata  share (based on the Commitments) of the principal               
amount  of such Swing Loans then outstanding;  provided               
that,  no  Lender  shall  be obligated  to  purchase  a               
participation in the Swing Loans which would cause  the               
outstanding  Advances  owed to such  Lender  plus  such               
Lender's pro rata part of outstanding Letter of  Credit               
Liabilities  to  exceed such Lender's  Commitment.   If               
such  amount is not in fact made available to the Swing               
Lender  by  any  Lender,  the  Swing  Lender  shall  be               
entitled  to  recover such amount on demand  from  such               
Lender together with accrued interest thereon, for each               
day from the date of demand therefor, if made prior  to               
11:00  A.M.  (San Francisco, California  time)  on  any               
Business  Day, or, if made at any other time, from  the               
next  Business Day following the date of  such  demand,               
until  the date such amount is paid to the Swing Lender               
by  such  Lender at the Federal Funds  Rate.   If  such               
Lender  does  not  pay such amount forthwith  upon  the               
Swing Lender's demand therefor, and until such time  as               
such  Lender  makes  the required  payment,  the  Swing               
Lender  shall be deemed to continue to have outstanding               
a Swing Loan in the amount of such unpaid participation               
obligation  for  all purposes under the Loan  Documents               
other than those provisions requiring the other Lenders               
to  purchase a participation therein.  Thereafter, each               
payment of all or any part of the Obligations evidenced               
by the Swing Note shall be paid to the Swing Lender for               
the ratable benefit of the Swing Lender and the Lenders               
who  are participants in the Swing Loan; provided that,               
with  respect  to  any  participation  hereunder,   all               
interest  accruing on the Swing Loan  (or  any  portion               
thereof)  to which such participation relates prior  to               
the  date  of  purchase of any participation  hereunder               
shall be payable solely to the Swing Lender for its own               
account.                                                              

Section  7.8.    Use  of Proceeds.   The  proceeds  of              
Advances  shall be used by the Borrower for working  capital                    
in  the  ordinary  course of business, the  opening  of  new                    
pawnshop  stores,  the  acquisition from  other  Persons  of                    
existing   pawnshop  stores  and  other  general   corporate                    
purposes.                                                                       

Section 7.9.   Fees.  (a) On the date hereof and on or              
prior  to  each  December  6 during  the  term  hereof,  the                    
Borrower agrees to pay to the Agent for the account  of  the                    
Agent  an annual agent fee in an amount to be agreed  to  by                    
the  Borrower  and  the  Agent pursuant  to  a  side  letter                    
agreement, (b) The Borrower agrees to pay to the  Agent  for                    
the  account  of  the Lenders a Commitment  Fee  (herein  so                    
called)  on the average daily unused amount of such Lender's                    
Commitment  for the period from and including  the  date  of                    
this  Agreement to and including the Revolving  Credit  Loan                    
Termination  Date,  at the rate specified  in  Section  2.10                    
below, based on a 360 day year and the actual number of days                    
elapsed.   The  accrued Commitment Fee shall be  payable  in                    
arrears  on each Quarterly Payment Date and on the Revolving                    
Credit   Loan   Termination  Date.   For  the   purpose   of                    
calculating  the  Commitment Fee hereunder, the  Commitments                    
shall be deemed utilized by the amount of all Advances under                    
the   Revolving  Credit  Loan  and  all  Letter  of   Credit                    
Liabilities and without giving effect to any Advances  under                    
the Swing Loan.                                                                 

Section  7.10.   Determination of  Eurodollar  Margin,              
Commitment Fee and Base Rate Margin. The Eurodollar  Margin,                    
the Commitment Fee and the Base Rate Margin shall be defined                    
and determined as follows:                                                      

"Commitment Fee" shall mean (i) during the period         
from  the  date hereof and ending on but not  including               
the  first  Adjustment  Date (as  defined  below),  one               
quarter of one percent (.25%) per annum; and                          

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(ii)  during  each  period,  from  and  including   one               
Adjustment  Date  to but excluding the next  Adjustment               
Date  (herein a "Calculation Period"), the percent  per               
annum set forth in the table below in this Section 2.10               
under   the  heading  "Commitment  Fee"  opposite   the               
Leverage  Ratio calculated for the completed  four  (4)               
Fiscal   Quarters   which  immediately   preceded   the               
beginning of the applicable Calculation Period.                       

"Base  Rate  Margin" shall mean  (i)  during  the         
period commencing on the date hereof and ending on  but               
not  including the first Adjustment Date, zero  percent               
(0%)  per  annum,  and  (ii)  during  each  Calculation               
Period,  the percent per annum set forth in  the  table               
below in this Section 2.10 under the heading "Base Rate               
Margin" opposite the Leverage Ratio calculated for  the               
completed  four  (4) Fiscal Quarters which  immediately               
preceded  the  beginning of the applicable  Calculation               
Period.                                                               

"Eurodollar  Margin" shall mean  (i)  during  the         
period commencing on the date hereof and ending on  but               
not  including the first Adjustment Date, one  and  one               
eighth percent (1.125%) per annum, and (ii) during each               
Calculation Period, the percent per annum set forth  in               
the  table below in this Section 2.10 under the heading               
"Eurodollar   Margin"  opposite  the   Leverage   Ratio               
calculated  for the completed four (4) Fiscal  Quarters               
which   immediately  preceded  the  beginning  of   the               
applicable Calculation Period.                                        

Commitment   Eurodolla    Base        
Leverage     Fee           r Margin    Rate                     
Ratio                                 Margin                    
Greater                                                         
than or      0.25%        1.375%     0%                         
equal to                                                        
3.0 to 1.0                                                      
Greater                                                         
than or                                                         
equal to     0.25%        1.125%     0%                         
2.0 to 1.0                                                      
but less                                                        
than 3.0                                                        
to 1.0                                                          
Less than    0.25%        0.875%     0%                         
2.0 to 1.0                                                      
Upon delivery of the Quarterly Certificate pursuant to              
Section  8.1(c) in connection with the financial  statements                    
required to be delivered pursuant to Section 8.1(b)  at  the                    
end  of  each Fiscal Quarter commencing with such  Quarterly                    
Certificate  delivered  at the end  of  the  Fiscal  Quarter                    
ending  on  December  31,  1998,  the  Commitment  Fee,  the                    
Eurodollar   Margin   and  the  Base   Rate   Margin   shall                    
automatically be adjusted as set forth in the  table  above,                    
such  automatic adjustment to take effect as  of  the  first                    
Business  Day after the receipt by the Agent of the  related                    
Quarterly  Certificate  (each such  Business  Day  when  the                    
Commitment  Fee, Eurodollar Margin or Base  Rate  Margin  is                    
adjusted  pursuant  to this sentence  or  below,  herein  an                    
"Adjustment  Date").  If the Borrower fails to deliver  such                    
Quarterly Certificate which so sets forth the Leverage Ratio                    
within  the  period of time required by Section 8.1(c),  the                    
Commitment  Fee,  the Eurodollar Margin and  the  Base  Rate                    
Margin shall automatically be adjusted to highest applicable                    
percentage  set  forth  in the grid  above,  such  automatic                    
adjustment to take effect as of the first Business Day after                    
the  last day on which the Borrower was required to  deliver                    
the  applicable  Quarterly Certificate  in  accordance  with                    
Section  8.1(c)  and to remain in effect until  subsequently                    
adjusted  in  accordance herewith upon  the  delivery  of  a                    
Quarterly Certificate.                                                          

Section 7.11.  Reduction or Termination of Commitments.               

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7.11.0.0.1.    Optional.   The Borrower shall have          
the  right to terminate in whole or reduce in part  the               
unused portion of the Commitments (including the  Swing               
Commitment) upon at least five (5) Business Days  prior               
notice (which notice shall be irrevocable) to the Agent               
and  each Lender specifying the effective date thereof,               
whether  a termination or reduction is being made,  and               
the amount of any partial reduction, provided that each               
partial  reduction  shall be  in  the  amount  of  Five               
Million  Dollars ($5,000,000) (or in the  case  of  the               
Swing Commitment, One Million Dollars [$1,000,000])  or               
an integral multiple thereof and the Commitments (other               
than  the Swing Commitment) shall not be reduced  below               
the  outstanding Letter of Credit Liabilities, and  the               
Borrower  shall  simultaneously prepay  the  amount  by               
which  the unpaid principal amount of the Advances  and               
outstanding  Letter of Credit Liabilities  exceeds  the               
Commitments  (after giving effect to such notice)  plus               
accrued and unpaid interest on the principal amount  so               
prepaid.   The Commitments may not be reinstated  after               
they have been terminated or reduced.  In addition  the               
Swing Commitment may never be less than the Commitments               
(exclusive of the Swing Commitment).                                  

7.11.0.0.2.     Mandatory.  On the date  of  each         
sale of assets (other than the sale of Inventory in the               
ordinary  course of business or the sale and  leaseback               
of  certain real property owned by the Borrower) by the               
Borrower  or  any Subsidiary resulting in Net  Proceeds               
which,  when aggregated with the Net Proceeds from  all               
other  such  sale  of assets in the same  Fiscal  Year,               
exceed  Three Million Dollars ($3,000,000) (such excess               
being referred to herein as the "Excess Net Proceeds"),               
(i)  the Commitments shall automatically reduce by  the               
amount  equal  to 100% of the Excess Net Proceeds  from               
the sale of assets occurring on such date, and (ii) the               
Borrower  shall  simultaneously prepay  the  amount  by               
which the unpaid principal amount of the Advances  plus               
the   Letter   of   Credit  Liabilities   exceeds   the               
Commitments  (after  giving effect to  such  reduction)               
plus  accrued  and  unpaid interest  on  the  principal               
amount so prepaid.                                                    

ARTICLE 8.                    

Letters of Credit                   

Section 8.1.   Letters of Credit.                                     

8.1.0.0.1.     Subject to the terms and conditions          
of this Agreement, the Issuing                                        

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Bank  agrees  to issue one or more standby  Letters  of               
Credit  for  the account of the Borrower from  time  to               
time  from  the  date  hereof  to  but  excluding   the               
Revolving   Credit  Loan  Termination  Date;  provided,               
however,   that  the  outstanding  Letter   of   Credit               
Liabilities shall not at any time exceed the lesser  of               
(i)  Five Million Dollars ($5,000,000.00), and (ii)  an               
amount equal to (A) the Commitments, minus (B) the  sum               
of  the  outstanding Advances.  Each Letter  of  Credit               
shall have an expiration date not beyond the earlier of               
(a)  one year from the date of issuance of such  Letter               
of  Credit or (b) the Revolving Credit Loan Termination               
Date,  shall  be  payable in Dollars,  must  support  a               
transaction that is entered into in the ordinary course               
of  the  Borrower's business, must be  satisfactory  in               
form  and  substance to the Issuing Bank, and shall  be               
issued  pursuant  to  such  documents  and  instruments               
(including,  without  limitation,  the  Issuing  Bank's               
standard application for issuance of letters of  credit               
as then in effect) as the Issuing Bank may require.  No               
Letter  of  Credit  shall require any  payment  by  the               
Issuing Bank to the beneficiary thereunder pursuant  to               
a  drawing  prior to the third Business  Day  following               
presentment of a draft and any related documents to the               
Issuing Bank.                                                         

8.1.0.0.2.     By the issuance of each Letter  of         
Credit  and without any further action on the  part  of               
the  Issuing  Bank  or any of the  Lenders  in  respect               
thereof, the Issuing Bank hereby grants to each  Lender               
and  each  Lender  hereby agrees to  acquire  from  the               
Issuing  Bank a participation in each Letter of  Credit               
and the related Letter of Credit Liabilities, effective               
upon the issuance thereof without recourse or warranty,               
equal  to  such Lender's pro rata share (based  on  the               
Commitments)  of such Letter of Credit  and  Letter  of               
Credit  Liabilities.  In furtherance of the  foregoing,               
each   Lender  hereby  absolutely  and  unconditionally               
agrees to pay to the Issuing Bank, as and when required               
by  Section 3.4, such Lender's pro rata share  of  each               
Letter    of   Credit   Disbursement.    Each    Lender               
acknowledges and agrees that its obligation to  acquire               
participations  pursuant  to  this  Section  3.1(b)  in               
respect  of  each  Letter  of Credit  is  absolute  and               
unconditional  and  shall  not  be  affected   by   any               
circumstance  whatsoever, including without  limitation               
the occurrence and continuance of any Default, and that               
each  such  payment shall be made without  any  offset,               
abatement, withholding, or reduction whatsoever.   This               
agreement  to  grant and acquire participations  is  an               
agreement between the Issuing Bank and the Lenders, and               
neither  Borrower nor any beneficiary of  a  Letter  of               
Credit  shall  be  entitled to rely thereon.   Borrower               
agrees that each Lender purchasing a participation from               
the  Issuing Bank pursuant to this Section  3.1(b)  may               
exercise  all  its  rights to payment against  Borrower               
including  the  right of setoff, with respect  to  such               
participation  as  fully as if  such  Lender  were  the               
direct  creditor  of  Borrower in the  amount  of  such               
participation.                                                        

8.1.0.0.3.     The Issuing Bank agrees with  each         
Lender  that it shall transfer to such Lender,  without               
any   offset,  abatement,  withholding,  or   reduction               
whatsoever,  such Lender's proportionate share  of  any               
payment of a reimbursement obligation of Borrower  with               
respect  to a Letter of Credit Disbursement,  including               
interest  payments  made to the Issuing  Bank  on  such               
Letter  of Credit Disbursement, based on the proportion               
that  the  payment made by such Lender to  the  Issuing               
Bank  in respect of the principal amount of such Letter               
of   Credit   Disbursement  bears  to  the  outstanding               
principal amount of such Letter of Credit Disbursement.               

8.1.0.0.4.       Schedule   1.1b   contains   a       
description of all letters of credit which were  issued               
pursuant to the Existing Credit Agreement and which are               
to  remain outstanding under this Agreement.   Each  of               
the  Existing LCs shall constitute a Letter  of  Credit               
for  all  purposes  of this Agreement  and  shall,  for               
purposes  of  this Agreement, be deemed issued  on  the               
date hereof.                                                          

Section 8.2.   Procedure for Issuing Letters of Credit.               
Each Letter of Credit shall be issued on at least three  (3)                    
Business Days prior notice from Borrower to the Issuing Bank                    
by  means of a Letter of Credit Request Form describing  the                    
transaction proposed to be supported thereby and  specifying                    
(a)  the date on which such Letter of Credit is to be issued                    
(which shall be a Business Day) and the face amount thereof,                    
(b)  the  name and address of the beneficiary,  (c)  whether                    
such  Letter  of  Credit shall permit a  single  drawing  or                    
multiple drawings, (d) the conditions permitting the drawing                    
or  drawings  thereunder, (e) whether the  draft  thereunder                    
shall be a sight or time draft and, if the latter, the  date                    
when  the draft shall be payable, (f) the form of the  draft                    
and any other documents required to be presented at the time                    
of  any  drawing (such notice to set forth the exact wording                    
of  such documents or to attach copies thereof), and (g) the                    
expiration  date of such Letter of Credit.  Upon fulfillment                    
of  the  applicable conditions precedent in Article VI,  the                    
Issuing  Bank  shall make the applicable  Letter  of  Credit                    
available  to  Borrower or, if so requested by Borrower,  to                    
the beneficiary of the Letter of Credit.                                        

Section  8.3.    Presentment  and  Reimbursement.  (a)              
Promptly  upon  receipt  of  any  documents  purporting   to                    
represent a demand for payment under a Letter of Credit, the                    
Issuing  Bank shall give notice to Borrower of  the  receipt                    
thereof,  which  notice may be telephonic.  If  the  Issuing                    
Bank shall have determined that a demand for payment under a                    
Letter  of  Credit appears on its face to be  in  conformity                    
with the terms and conditions of such Letter of Credit,  the                    
Issuing Bank shall give notice to Borrower, which notice may                    
be telephonic, of the receipt and amount of such drawing and                    
the date on which payment thereon will be made.  If Borrower                    
shall  not  have  discharged  in  full  by  8:00  A.M.,  San                    
Francisco,                                                                      

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California  time on the date of such payment, its obligation                    
to  reimburse the Issuing Bank in the amount of such drawing                    
under such Letter of Credit, then the amount of such drawing                    
for which the Issuing Bank shall not have been reimbursed by                    
Borrower  shall be paid by Borrower to the Issuing Bank  or,                    
to  the extent the Issuing Bank shall have received payments                    
with  respect  to  such drawing from  the  Lenders,  to  the                    
Issuing  Bank  for the account of the Lenders, within  three                    
(3) Business Days after the date of such drawing (but in any                    
event  before  the Revolving Credit Loan Termination  Date),                    
together  with interest on such amount at the  Default  Rate                    
from  the  date  of  payment by  the  Issuing  Bank  to  the                    
beneficiary  under the Letter of Credit (each  such  payment                    
made after 8:00 A.M., San Francisco, California time on such                    
due  date  to  be  deemed to be made on the next  succeeding                    
Business  Day).   The  obligations of  Borrower  under  this                    
Section   3.3   shall   be  unconditional,   absolute,   and                    
irrevocable in all respects.                                                    

Section 8.4.   Payment.  If the Issuing Bank shall pay              
any  draft presented under a Letter of Credit issued  by  it                    
and  if  the Borrower shall not have discharged in full  its                    
reimbursement  obligation  by  8:00  A.M.,  San   Francisco,                    
California  time  on  the  date of  such  Letter  of  Credit                    
Disbursement,  then the Issuing Bank shall  as  promptly  as                    
practicable   give  telephonic  (which  shall  be   promptly                    
confirmed in writing) or facsimile notice to each Lender  of                    
the  date of such payment and the amount of such payment and                    
each  Lender  shall pay to the Issuing Bank, in  immediately                    
available  funds, not later than 1:00 P.M.,  San  Francisco,                    
California time on the date of such payment (or, if  Issuing                    
Bank  shall  notify the Lenders of such payment  after  9:00                    
A.M.,   San Francisco, California time, then not later  than                    
10:00  A.M.,  San  Francisco, California time  on  the  next                    
succeeding  Business Day), an amount equal to such  Lender's                    
pro rata share of such drawing; provided that, if any Lender                    
shall  for any reason fail to pay the Issuing Bank  its  pro                    
rata  share of the drawing on the date of such payment,  the                    
Issuing Bank shall itself fund such Lender's pro rata  share                    
while retaining the right to proceed against such Lender for                    
reimbursement therefor.  In the event that the Issuing  Bank                    
shall  fund  a  Lender's pro rata share of  a  drawing,  the                    
amount  so  funded shall bear interest at a rate  per  annum                    
equal to the Federal Funds Rate and shall be payable by such                    
Lender  when it reimburses the Issuing Bank for funding  its                    
pro  rata  part (with interest to accrue from and  including                    
the  date  of  such  funding to and excluding  the  date  of                    
reimbursement).  In the event that a Lender,  after  notice,                    
pays  its  pro  rata share of a drawing hereunder  and  such                    
payment  is  not  required  to  fund  a  Letter  of   Credit                    
Disbursement, the Issuing Bank shall return such payment  to                    
the  Lender  with interest calculated at a  rate  per  annum                    
equal  to  the Federal Funds Rate (with interest  to  accrue                    
from and including the date of such funding to and excluding                    
the  date of return).  The obligation of each Lender to  pay                    
to  the  Issuing  Bank such Lender's pro rata  part  of  any                    
drawing  under  a  Letter of Credit shall  be  absolute  and                    
unconditional  under  any  and all circumstances  (including                    
without limitation the passage of the Revolving Credit  Loan                    
Termination Date), and such obligations shall be several and                    
not joint.                                                                      

Section  8.5.   Letter of Credit Fee.  Borrower  shall              
pay  to  the  Agent,  for  the account  of  the  Lenders,  a                    
nonrefundable letter of credit fee payable on the date  each                    
Letter of Credit is issued and on each quarterly anniversary                    
date thereof in an amount equal to the applicable Eurodollar                    
Margin  multiplied by the undrawn amount of such  Letter  of                    
Credit,  based  on a 360 day year and the actual  number  of                    
days  in  the  stated  term of such Letter  of  Credit.   In                    
addition, the Borrower shall pay to the Issuing Bank, solely                    
for  its  own  account  as  issuer  of  Letters  of  Credit,                    
nonrefundable fronting, amendment, transfer, negotiation and                    
other  fees  as  determined in accordance with  the  Issuing                    
Bank's current fee policy, a copy of which has been provided                    
to the Borrower.                                                                

Section  8.6.   Obligations Absolute.  The obligations              
of   Borrower  under  this  Agreement  and  the  other  Loan                    
Documents  (including without limitation the  obligation  of                    
Borrower  to reimburse the Issuing Bank for draws under  any                    
Letter  of  Credit)  shall be absolute,  unconditional,  and                    
irrevocable,  and shall be performed strictly in  accordance                    
with  the  terms  of  this  Agreement  and  the  other  Loan                    
Documents  under  all  circumstances  whatsoever,  including                    
without limitation the following circumstances:                                 

8.6.0.0.1.       Any   lack   of   validity   or        
enforceability  of any Letter of Credit  or  any  other               
Loan Document;                                                        

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8.6.0.0.2.     Any amendment or waiver of or  any         
consent to departure from any Loan Document;                          

8.6.0.0.3.      The  existence  of  any   claim,        
set-off,  counterclaim, defense or other  rights  which               
Borrower, any Obligated Party, or any other Person  may               
have  at any time against any beneficiary of any Letter               
of  Credit, the Issuing Bank, any Lender, the Agent, or               
any  other  Person,  whether in  connection  with  this               
Agreement  or any other Loan Document or any  unrelated               
transaction;                                                          

8.6.0.0.4.      Any  statement, draft,  or  other         
document  presented under any Letter of Credit  proving               
to  be forged, fraudulent, invalid, or insufficient  in               
any  respect or any statement therein being  untrue  or               
inaccurate in any respect whatsoever;                                 

8.6.0.0.5.     Payment by the Issuing Bank  under         
any Letter of Credit against presentation of a draft or               
other document which does not comply with the terms  of               
such Letter of Credit; or                                             
8.6.0.0.6.     Any other circumstance or happening          
whatsoever,  whether  or not  similar  to  any  of  the               
foregoing.                                                            

Section  8.7.    Limitation  of  Liability.   Borrower              
assumes  all  risks  of  the  acts  or  omissions   of   any                    
beneficiary of any Letter of Credit with respect to its  use                    
of  such  Letter of Credit.  Neither the Issuing  Bank,  the                    
Lenders,  the Agent, nor any of their officers or  directors                    
shall  have  any responsibility or liability to Borrower  or                    
any  other Person for: (a) the failure of any draft to  bear                    
any reference or adequate reference to any Letter of Credit,                    
or  the  failure of any documents to accompany any draft  at                    
negotiation, or the failure of any Person to surrender or to                    
take up any Letter of Credit or to send documents apart from                    
drafts as required by the terms of any Letter of Credit,  or                    
the  failure  of  any  Person to  note  the  amount  of  any                    
instrument   on  any  Letter  of  Credit,  each   of   which                    
requirements,  if contained in any Letter of Credit  itself,                    
it  is agreed may be waived by the Issuing Bank, (b) errors,                    
omissions,  interruptions,  or  delays  in  transmission  or                    
delivery of any messages, (c) the validity, sufficiency,  or                    
genuineness  of  any  draft  or  other  document,   or   any                    
endorsement(s) thereon, even if any such draft, document  or                    
endorsement  should  in fact prove to  be  in  any  and  all                    
respects invalid, insufficient, fraudulent, or forged or any                    
statement  therein is untrue or inaccurate in  any  respect,                    
(d)  the  payment by the Issuing Bank to the beneficiary  of                    
any  Letter of Credit against presentation of any  draft  or                    
other  document that does not comply with the terms  of  the                    
Letter  of  Credit, or (e) any other circumstance whatsoever                    
in  making or failing to make any payment under a Letter  of                    
Credit.   Borrower  shall have a claim against  the  Issuing                    
Bank,  and the Issuing Bank shall be liable to Borrower,  to                    
the  extent  of  any direct, but not consequential,  damages                    
suffered  by  Borrower  which Borrower  proves  in  a  final                    
nonappealable judgment were caused by (i) the Issuing Bank's                    
willful   misconduct  or  gross  negligence  in  determining                    
whether  documents  presented under  any  Letter  of  Credit                    
complied  with the terms thereof or (ii) the Issuing  Bank's                    
willful  failure  to pay under any Letter  of  Credit  after                    
presentation to it of documents strictly complying with  the                    
terms  and conditions of such Letter of Credit.  The Issuing                    
Bank may accept documents that appear on their face to be in                    
order,  without  responsibility for  further  investigation,                    
regardless of any notice or information to the contrary.                        

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ARTICLE 9.                    

Payments                    

Section  9.1.   Method of Payment.  Except as provided              
in  Article  III, all payments of principal,  interest,  and                    
other  amounts  to  be  made  by  the  Borrower  under  this                    
Agreement and the other Loan Documents shall be made to  the                    
Agent  at  the  Principal Office for  the  account  of  each                    
Lender's  Applicable  Lending  Office  in  Dollars  and   in                    
immediately  available funds, without setoff, deduction,  or                    
counterclaim,  not  later than 11:00  A.M.,  San  Francisco,                    
California  time  on  the date on which such  payment  shall                    
become  due (each such payment made after such time on  such                    
due  date  to  be  deemed  to have been  made  on  the  next                    
succeeding Business Day).  The Borrower shall, at  the  time                    
of  making each such payment, specify to the Agent the  sums                    
payable  by the Borrower under this Agreement and the  other                    
Loan  Documents to which such payment is to be applied  (and                    
in the event that the Borrower fails to so specify, or if an                    
Event  of Default has occurred and is continuing, the  Agent                    
may  apply such payment to the Obligations in such order and                    
manner  as  it may elect in its sole discretion, subject  to                    
Section  4.4  hereof).  Each payment received by  the  Agent                    
under  this  Agreement or any other Loan  Document  for  the                    
account  of  a  Lender shall be paid by the  Agent  to  such                    
Lender,  in immediately available funds, for the account  of                    
such  Lender's  Applicable Lending  Office  within  one  (1)                    
Business  Day  following  receipt  thereof.   Whenever   any                    
payment  under  this  Agreement or any other  Loan  Document                    
shall  be  stated to be due on a day that is not a  Business                    
Day,  such  payment  may  be made  on  the  next  succeeding                    
Business Day, and such extension of time shall in such  case                    
be  included  in the computation of the payment of  interest                    
and the Commitment Fee, as the case may be.                                     

Section 9.2.   Voluntary Prepayment.  The Borrower may,               
upon  at  least  one (1) Business Days prior notice  to  the                    
Agent  in  the case of Base Rate Advances (except for  Swing                    
Loan  Advances), and at least three (3) Business Days  prior                    
notice  to  the  Agent  in the case of Eurodollar  Advances,                    
voluntarily prepay the Advances in whole at any time or from                    
time  to  time in part without premium or penalty  but  with                    
accrued interest to the date of prepayment on the amount  so                    
prepaid,  provided  that  (a)  Eurodollar  Advances  may  be                    
prepaid only on the last day of the Interest Period for such                    
Advances,  and (b) each partial prepayment shall be  in  the                    
principal amount of One Million Dollars ($1,000,000)  or  an                    
integral  multiple thereof.  All notices under this  Section                    
shall be irrevocable and shall be given not later than  9:00                    
A.M. San Francisco, California, time on the day which is not                    
less  than  the number of Business Days specified above  for                    
such notice.                                                                    

Section 9.3.   Mandatory Prepayments.                                 

9.3.0.0.1.     If at any time the amount equal to         
the  sum of (i) the outstanding principal amount of all               
Advances under the Revolving Credit Loan and the  Swing               
Loan,  plus  (ii)  the  Letter  of  Credit  Liabilities               
exceeds  the  aggregate amount of the Commitments,  the               
Borrower shall promptly prepay the outstanding Advances               
by  the  amount  of the excess or, if no  Advances  are               
outstanding, the Borrower shall immediately  pledge  to               
the  Agent cash or Cash Equivalent Investments (subject               
to  no other Liens) in an amount equal to the excess as               
security  for  the  Obligations.   Any  such  mandatory               
prepayments  shall  be  applied  first  to  Swing  Loan               
Advances then to Base Rate Advances under the Revolving               
Credit  Loan, then to Eurodollar Advances and  then  to               
the Letter of Credit Liabilities.                                     

9.3.0.0.2.      After  any  reduction   in   the        
Commitments  pursuant  to Section  2.11,  the  Borrower               
shall  promptly prepay the outstanding Advances by  the               
amount  which  the  sum  of the  outstanding  principal               
amount of the Advances under the Revolving Credit  Loan               
and   the   Swing  Loan  plus  the  Letter  of   Credit               
Liabilities  exceeds  the  aggregate  amount   of   the               
Commitments, as reduced.                                              

9.3.0.0.3.     Upon the issuance, sale  or  other         
disposition of any shares of equity securities (or  any               
securities  convertible or exchangeable  for  any  such               
shares, or any rights,                                                

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warrants,  or options to subscribe for or purchase  any               
such  shares),  by the Borrower or any Subsidiary,  the               
Borrower  shall  promptly prepay  the  Advances  by  an               
amount  equal to 100% of the Net Proceeds of  any  such               
issuances.   Any  such mandatory prepayments  shall  be               
applied first to Swing Loan Advances then to Base  Rate               
Advances  under  the  Revolving Credit  Loan,  then  to               
Eurodollar  Advances and then to the Letter  of  Credit               
Disbursements for which the Issuing Bank has  not  been               
reimbursed by the Borrower.                                           

Section  9.4.    Pro Rata Treatment.   Except  to  the              
extent  otherwise provided herein: (a) each Revolving Credit                    
Loan Advance shall be made by the Lenders under Section 2.1,                    
each  payment  of the Commitment Fee under Section  2.9  and                    
each  payment of the Letter of Credit fee under Section  3.5                    
(except  as provided therein) shall be made for the  account                    
of  the  Lenders, and each termination or reduction  of  the                    
Commitments  under  Section 2.11 shall  be  applied  to  the                    
Commitments  of  the  Lenders, pro  rata  according  to  the                    
respective  Commitments;  (b) the  making,  Conversion,  and                    
Continuation  of Advances of a particular Type  (other  than                    
Conversions provided for by Section 5.4) shall be  made  pro                    
rata  among  the  Lenders  holding  Advances  of  such  Type                    
according  to  the amounts of their respective  Commitments;                    
(c)  each payment and prepayment of principal of or interest                    
on  Advances  by the Borrower or any Obligated  Party  of  a                    
particular  Type shall be made to the Agent for the  account                    
of  the  Lenders holding Advances of such Type pro  rata  in                    
accordance  with the respective unpaid principal amounts  of                    
such  Advances held by such Lenders; (d) any and  all  other                    
monies  received  by the Agent from any  source  other  than                    
pursuant  to  any of (a) through (c) hereinabove (including,                    
without  limitation, from the Borrower or any Guarantor)  to                    
be applied against the Obligations shall be for the pro rata                    
benefit  and account of the Lenders based upon each Lender's                    
aggregate   outstanding  Advances  of  all  Types   and   LC                    
Participations  and  SL  Participations  to  the   aggregate                    
outstanding Advances of all Types and LC Participations  and                    
SL  Participations of all Lenders; and (e) the Lenders shall                    
purchase from the Issuing Bank and the Swing Lender pursuant                    
to  Section 4.1 and Section 2.7 respectively, participations                    
in  the  Letters of Credit and the related Letter of  Credit                    
Liabilities  and the Swing Loans respectively, pro  rata  in                    
accordance with their Commitments.                                              

Section  9.5.    Non-Receipt of Funds  by  the  Agent.              
Unless the Agent shall have been notified by a Lender or the                    
Borrower  (the  "Payor") prior to the  date  on  which  such                    
Lender  is  to  make payment to the Agent hereunder  or  the                    
Borrower  is to make a payment to the Agent for the  account                    
of  one  or  more of the Lenders, as the case may  be  (such                    
payment being herein called the  "Required Payment"),  which                    
notice shall be effective upon receipt, that the Payor  does                    
not  intend  to make the Required Payment to the Agent,  the                    
Agent may assume that the Required Payment has been made and                    
may,  in  reliance upon such assumption (but  shall  not  be                    
required  to),  make  the amount thereof  available  to  the                    
intended recipient on such date and, if the Payor has not in                    
fact  made  the  Required Payment  to  the  Agent,  (a)  the                    
recipient of such payment shall, on demand, pay to the Agent                    
the  amount  made  available to it  together  with  interest                    
thereon in respect of the period commencing on the date such                    
amount was so made available by the Agent until the date the                    
Agent  recovers  such amount at a rate per  annum  equal  to                    
(i)  if  recovered from a Lender, at the Federal Funds  Rate                    
for such period and (ii) if recovered from the Borrower, the                    
rate  of  interest  applicable to the  respective  Loan,  as                    
determined  pursuant to Section 2.4 and (b) Agent  shall  be                    
entitled  to offset against any and all sums to be  paid  to                    
such recipient, the amount calculated in accordance with the                    
foregoing clause (a).                                                           
Section 9.6.   Withholding Taxes.  All payments by the              
Borrower of principal of and interest on the Advances and in                    
reimbursement of draws under any Letter of Credit and of all                    
fees  and other amounts payable under any Loan Document  are                    
payable  without deduction for or on account of any  present                    
or  future taxes, duties or other charges levied or  imposed                    
by  the United States of America or by the government of any                    
jurisdiction outside the United States of America or by  any                    
political  subdivision or taxing authority of or in  any  of                    
the  foregoing through withholding or deduction with respect                    
to  any  such payments.  If any such taxes, duties or  other                    
charges  are  so  levied or imposed, the Borrower  will  pay                    
additional interest or will make additional payments in such                    
amounts  so  that  every net payment  of  principal  of  and                    
interest on the Advances and of all other amounts payable by                    
it  under  any Loan Document, after withholding or deduction                    
for  or  on  account of any such present  or  future  taxes,                    
duties  or  other charges, will not be less than the  amount                    
provided  for herein or therein, provided that the  Borrower                    
shall  have no obligation to pay such additional amounts  to                    
any Lender to the extent that such taxes, duties, or other                      

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charges  are levied or imposed by reason of the  failure  of                    
such  Lender  to comply with the provisions of Section  4.7.                    
The  Borrower  shall  furnish  promptly  to  the  Agent  for                    
distribution  to each affected Lender, as the case  may  be,                    
official   receipts  evidencing  any  such  withholding   or                    
reduction.                                                                      

Section 9.7.   Withholding Tax Exemption.  Each Lender              
that is not incorporated under the laws of the United States                    
of America or a state thereof agrees that it will deliver to                    
the  Borrower  and  the Agent two duly completed  copies  of                    
United  States Internal Revenue Service Form 1001  or  4224,                    
certifying  in either case that such Lender is  entitled  to                    
receive  payments from the Borrower under any Loan  Document                    
without  deduction  or  withholding  of  any  United  States                    
federal income taxes.  Each Lender which so delivers a  Form                    
1001  or 4224 further undertakes to deliver to Borrower  and                    
the Agent two additional copies of such form (or a successor                    
form)  on  or before the date such form expires  or  becomes                    
obsolete  or  after the occurrence of any event requiring  a                    
change in the most recent form so delivered by it, and  such                    
amendments thereto or extensions or renewals thereof as  may                    
be  reasonably  requested by the Borrower or the  Agent,  in                    
each case certifying that such Lender is entitled to receive                    
payments  from the Borrower under any Loan Document  without                    
deduction or withholding of any United States federal income                    
taxes,  unless  an event (including without  limitation  any                    
change  in treaty, law or regulation) has occurred prior  to                    
the  date  on  which  any such delivery would  otherwise  be                    
required which renders all such forms inapplicable or  which                    
would   prevent   such  Lender  from  duly  completing   and                    
delivering any such form with respect to it and such  Lender                    
advises the Borrower and the Agent that it is not capable of                    
receiving such payments without any deduction or withholding                    
of United States federal income tax.                                            

Section  9.8.   Computation of Interest.  Interest  on              
the  Advances and all other amounts payable by the  Borrower                    
hereunder  shall be computed on the basis of a year  of  360                    
days  and  the actual number of days elapsed (including  the                    
first   day   but  excluding  the  last  day)  unless   such                    
calculation would result in a usurious rate, in  which  case                    
interest shall be calculated on the basis of a year  of  365                    
or 366 days, as the case may be.                                                

ARTICLE 10.                   

Yield Protection; Limitations on Advances; Capital Adequacy                   

Section 10.1.  Additional Costs.                                      

10.1.0.0.1.    The Borrower shall pay directly to         
each  Lender  from time to time such  amounts  as  such               
Lender  may determine to be necessary to compensate  it               
for any costs incurred by such Lender which such Lender               
determines   are   attributable  to   its   making   or               
maintaining of any Eurodollar Advances hereunder or its               
obligation  to make any of such Advances hereunder,  or               
any  reduction in any amount receivable by such  Lender               
hereunder  in  respect  of any such  Advances  or  such               
obligation  (such increases in costs and reductions  in               
amounts  receivable  being  herein  called  "Additional               
Costs"), resulting from any Regulatory Change which:                  

10.1.0.0.1.0.1.     changes the basis of
taxation  of  any amounts payable to  such  Lender          
under this Agreement or its Note in respect of any          
of  such Advances (other than taxes imposed on the          
overall   net  income  of  such  Lender   or   its          
Applicable Lending Office for any of such Advances          
by  the jurisdiction in which such Lender has  its          
principal   office  or  such  Applicable   Lending          
Office);                                                    

 10.1.0.0.1.0.2.     imposes or modifies
any  reserve,  special deposit,  minimum  capital,          
capital ratio, or similar requirement relating  to          
any  extensions of credit or other assets  of,  or          
any   deposits   with  or  other  liabilities   or          
commitments of, such Lender (including any of such          
Advances  or  any  deposits  referred  to  in  the          
definition  of  "Eurodollar Rate" in  Section  1.1          
hereof); or                                                 

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 10.1.0.0.1.0.3.     imposes  any  other
condition affecting this Agreement or the Notes or          
any of such extensions of credit or liabilities or          
commitments.                                                

Each  Lender  will  notify the Borrower  of  any  event               
occurring  after the date of this Agreement which  will               
entitle  such Lender to compensation pursuant  to  this               
Section  5.1(a)  as  promptly as practicable  after  it               
obtains  knowledge  thereof and determines  to  request               
such  compensation,  and  will  designate  a  different               
Applicable Lending Office for the Advances affected  by               
such event if such designation will avoid the need for,               
or  reduce  the amount of, such compensation  and  will               
not,  in  the sole opinion of such Lender, violate  any               
law,   rule,   or   regulation  or  be   in   any   way               
disadvantageous  to  such Lender,  provided  that  such               
Lender  shall  have no obligation to  so  designate  an               
Applicable Lending Office located in the United  States               
of America.  Each Lender will furnish the Borrower with               
a certificate setting forth the basis and the amount of               
each request of such Lender for compensation under this               
Section  5.1(a).   If any Lender requests  compensation               
from  the  Borrower  under  this  Section  5.1(a),  the               
Borrower may, by notice to such Lender (with a copy  to               
the  Agent)  suspend the obligation of such  Lender  to               
make  or  Continue  making, or Convert  Advances  into,               
Advances  of  the  Type  with  respect  to  which  such               
compensation  is requested until the Regulatory  Change               
giving rise to such request ceases to be in effect  (in               
which  case the provisions of Section 5.4 hereof  shall               
be applicable).                                                       

10.1.0.0.2.    Without limiting the effect of the         
foregoing provisions of this Section 5.1, in the  event               
that,  by  reason of any Regulatory Change, any  Lender               
either (i) incurs Additional Costs based on or measured               
by  the excess above a specified level of the amount of               
a  category  of deposits or other liabilities  of  such               
Lender  which includes deposits by reference  to  which               
the  interest rate on Eurodollar Advances is determined               
as   provided  in  this  Agreement  or  a  category  of               
extensions  of  credit or other assets of  such  Lender               
which  includes  Eurodollar Advances  or  (ii)  becomes               
subject  to  restrictions  on  the  amount  of  such  a               
category  of liabilities or assets which it  may  hold,               
then,  if  such  Lender  so elects  by  notice  to  the               
Borrower (with a copy to the Agent), the obligation  of               
such  Lender  to  make or Continue making,  or  Convert               
Advances  into, Eurodollar Advances hereunder shall  be               
suspended until such Regulatory Change ceases to be  in               
effect  (in  which case the provisions of  Section  5.4               
hereof shall be applicable).                                          

10.1.0.0.3.    Determinations and allocations  by         
any  Lender  for purposes of this Section  5.1  of  the               
effect  of  any  Regulatory  Change  on  its  costs  of               
maintaining its obligations to make Eurodollar Advances               
or  of making or maintaining Eurodollar Advances or  on               
amounts  receivable  by  it in  respect  of  Eurodollar               
Advances,  and  of the additional amounts  required  to               
compensate  such  Lender in respect of  any  Additional               
Costs,   shall  be  conclusive,  provided   that   such               
determinations and allocations are made on a reasonable               
basis.                                                                

Section  10.2.   Limitation  on  Types  of  Advances.             
Anything  herein  to the contrary notwithstanding,  if  with                    
respect  to any Eurodollar Advances for any Interest  Period                    
therefor:                                                                       

10.2.0.0.1.      The  Agent  determines   (which        
determination  shall be conclusive) that quotations  of               
interest rates for the relevant deposits referred to in               
the  definition  of "Eurodollar Rate"  in  Section  1.1               
hereof  are not being provided in the relative  amounts               
or   for  the  relative  maturities  for  purposes   of               
determining  the rate of interest for such Advances  as               
provided in this Agreement; or                                        

10.2.0.0.2.    Required Lenders determine  (which         
determination  shall  be  conclusive  absent   manifest               
error) and notify the Agent that the relevant rates  of               
interest  referred to in the definition of  "Eurodollar               
Rate"  in Section 1.1 hereof on the basis of which  the               
rate  of  interest for such Advances for such  Interest               
Period  is  to be determined do not accurately  reflect               
the  cost to the Lenders of making or maintaining  such               
Advances for such Interest Period;                                    

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then the Agent shall give the Borrower prompt notice thereof                    
specifying the relevant amounts or periods, and so  long  as                    
such condition remains in effect, the Lenders shall be under                    
no  obligation to make additional Eurodollar Advances or  to                    
Convert Base Rate Advances into Eurodollar Advances and  the                    
Borrower  shall,  on  the last day(s) of  the  then  current                    
Interest  Period(s) for the outstanding Eurodollar Advances,                    
either  prepay  such  Eurodollar Advances  or  Convert  such                    
Eurodollar  Advances into Base Rate Advances  in  accordance                    
with the terms of this Agreement.                                               

Section 10.3.  Illegality.  Notwithstanding any  other              
provision  of this Agreement, in the event that  it  becomes                    
unlawful for any Lender or its Applicable Lending Office  to                    
(a)   honor  its  obligation  to  make  Eurodollar  Advances                    
hereunder  or  (b)  maintain Eurodollar Advances  hereunder,                    
then such Lender shall promptly notify the Borrower (with  a                    
copy  to the Agent) thereof and such Lender's obligation  to                    
make  or  maintain Eurodollar Advances and to  Convert  Base                    
Rate  Advances into Eurodollar Advances hereunder  shall  be                    
suspended until such time as such Lender may again make  and                    
maintain  Eurodollar Advances (in which case the  provisions                    
of Section 5.4 hereof shall be applicable).                                     

Section 10.4.  Treatment of Affected Advances.  If the              
Eurodollar Advances of any Lender (such Eurodollar  Advances                    
being  hereinafter  called "Affected Advances")  are  to  be                    
Converted  pursuant  to  Section 5.1  or  5.3  hereof,  such                    
Lender's  Affected Advances shall be automatically Converted                    
into  Base  Rate  Advances on the last day(s)  of  the  then                    
current Interest Period(s) for the Affected Advances (or, in                    
the  case of a Conversion required by Section 5.1(b) or  5.3                    
hereof,  on such earlier date as such Lender may specify  to                    
the Borrower with a copy to the Agent) and, unless and until                    
such  Lender  gives  notice  as  provided  below  that   the                    
circumstances specified in Section 5.1 or 5.3  hereof  which                    
gave rise to such Conversion no longer exist:                                   

10.4.0.0.1.     To the extent that such  Lender's         
Affected  Advances have been so Converted, all payments               
and  prepayments of principal which would otherwise  be               
applied  to  such Lender's Affected Advances  shall  be               
applied instead to its Base Rate Advances; and                        

10.4.0.0.2.    All Affected Advances which  would         
otherwise  be  made  or Continued  by  such  Lender  as               
Eurodollar Advances shall be made as or Converted  into               
Base  Rate Advances and all Affected Advances  of  such               
Lender   which   would  otherwise  be  Converted   into               
Eurodollar Advances shall be Converted instead into (or               
shall remain as) Base Rate Advances.                                  

If  such Lender gives notice to the Borrower (with a copy to                    
the  Agent) that the circumstances specified in Section  5.1                    
or  5.3  hereof  which gave rise to the Conversion  of  such                    
Lender's Affected Advances pursuant to this Section  5.4  no                    
longer  exist (which such Lender agrees to do promptly  upon                    
such circumstances ceasing to exist) at a time when Affected                    
Advances  are outstanding, such Lender's Base Rate  Advances                    
shall be automatically Converted, on the first day(s) of the                    
next  succeeding  Interest Period(s)  for  such  outstanding                    
Affected  Advances to the extent necessary  so  that,  after                    
giving  effect thereto, all Eurodollar Advances held by  the                    
Lenders  holding Eurodollar Advances and by such Lender  are                    
held  pro  rata  (as  to  principal  amounts,  and  Interest                    
Periods) in accordance with their respective Commitments.                       

Section 10.5.  Compensation.  The Borrower shall pay to               
the  Agent for the account of each Lender, upon the  request                    
of  such Lender through the Agent, such amount or amounts as                    
shall  be  sufficient  (in the reasonable  opinion  of  such                    
Lender)  to  compensate it for any loss,  cost,  or  expense                    
incurred by it as a result of:                                                  

10.5.0.0.1.      Any  payment,   prepayment   or        
Conversion  of  a  Eurodollar Advance  for  any  reason               
(including, without limitation, the acceleration of the               
outstanding  Advances pursuant to Section  11.2)  on  a               
date other than the last day of an Interest Period  for               
such Eurodollar Advance; or                                           

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10.5.0.0.2.    Any failure by the Borrower for any          
reason  (including, without limitation, the failure  of               
any conditions precedent specified in Article VI to  be               
satisfied)  to borrow, Convert, or prepay a  Eurodollar               
Advance on the date for such borrowing, Conversion,  or               
prepayment,  specified  in  the  relevant   notice   of               
borrowing,   prepayment,  or  Conversion   under   this               
Agreement.                                                            

Section  10.6.  Capital Adequacy.  If after  the  date              
hereof,  any Lender shall have determined that the  adoption                    
or implementation of any applicable law, rule, or regulation                    
regarding  capital adequacy (including, without  limitation,                    
any law, rule, or regulation implementing the Basle Accord),                    
or  any  change therein, or any change in the interpretation                    
or  administration  thereof by any  central  bank  or  other                    
Governmental  Authority charged with the  interpretation  or                    
administration thereof, or compliance by such Lender (or its                    
parent)  with any guideline, request, or directive regarding                    
capital adequacy (whether or not having the force of law) of                    
any central bank or other Governmental Authority (including,                    
without  limitation,  any  guideline  or  other  requirement                    
implementing the Basle Accord), has or would have the effect                    
of  reducing  the  rate of return on such Lender's  (or  its                    
parent's)  capital  as  a  consequence  of  its  obligations                    
hereunder or the transactions contemplated hereby to a level                    
below  that  which  such Lender (or its parent)  could  have                    
achieved  but for such adoption, implementation,  change  or                    
compliance (taking into consideration such Lender's policies                    
with  respect  to capital adequacy) by an amount  deemed  by                    
such  Lender to be material, then from time to time,  within                    
ten  (10) Business Days after demand by such Lender (with  a                    
copy  to  the Agent), the Borrower shall pay to such  Lender                    
such  additional  amount or amounts as will compensate  such                    
Lender (or its parent) for such reduction.  A certificate of                    
such  Lender  claiming compensation under this  Section  and                    
setting forth the additional amount or amounts to be paid to                    
it   hereunder  shall  be  conclusive,  provided  that   the                    
determination  thereof is made on a  reasonable  basis.   In                    
determining such amount or amounts, such Lender may use  any                    
reasonable averaging and attribution methods.                                   

Section 10.7.  Additional Costs in Respect of  Letters              
of  Credit.   If as a result of any Regulatory Change  there                    
shall  be  imposed, modified, or deemed applicable any  tax,                    
reserve, special deposit, or similar requirement against  or                    
with  respect  to  or measured by reference  to  Letters  of                    
Credit  issued  or  to be issued hereunder  or  the  Issuing                    
Bank's commitment to issue Letters of Credit hereunder,  and                    
the result shall be to increase the cost to the Issuing Bank                    
of  issuing  or  maintaining any Letter  of  Credit  or  its                    
commitment  to issue Letters of Credit hereunder  or  reduce                    
any  amount  receivable  by the Issuing  Bank  hereunder  in                    
respect of any Letter of Credit (which increase in cost,  or                    
reduction in amount receivable, shall be the result  of  the                    
Issuing  Bank's  reasonable allocation of the  aggregate  of                    
such  increases  or reductions resulting from  such  event),                    
then,  upon demand by the Issuing Bank, the Borrower  agrees                    
to  pay the Issuing Bank, from time to time as specified  by                    
the  Issuing  Bank,  such additional  amounts  as  shall  be                    
sufficient to compensate the Issuing Bank for such increased                    
costs  or  reductions  in amount.  A statement  as  to  such                    
increased  costs  or reductions in amount  incurred  by  the                    
Issuing Bank, submitted by the Issuing Bank to the Borrower,                    
shall be conclusive as to the amount thereof, provided  that                    
the determination thereof is made on a reasonable basis.                        

ARTICLE 11.                   

Conditions Precedent                    

Section 11.1.  Initial Extension of Credit.   The         
obligation of each Lender to make its initial Advance and of                    
the  Issuing Bank to issue the initial Letter of Credit,  is                    
subject to the condition precedent that the Agent shall have                    
received  on or before the day of such Advance or Letter  of                    
Credit  all  of the following, each dated (unless  otherwise                    
indicated)   the   date  hereof,  in  form   and   substance                    
satisfactory to the Agent:                                                      

11.1.0.0.1.     Resolutions. Resolutions  of  the         
Board  of  Directors of the Borrower and each Guarantor               
certified  by  its Secretary or an Assistant  Secretary               
which   authorize   the   execution,   delivery,    and               
performance of the Loan Documents to which it is or  is               
to be a party;                                                        

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11.1.0.0.2.      Incumbency   Certificate.    A       
certificate of incumbency certified by the Secretary or               
an   Assistant  Secretary  of  the  Borrower  and  each               
Guarantor certifying the names of each of its  officers               
authorized to sign the Loan Documents to which it is or               
is   to   be   a   party  (including  the  certificates               
contemplated herein) together with specimen  signatures               
of such officers;                                                     

11.1.0.0.3.     Articles  of  Incorporation.  The         
articles  or  certificate  of  incorporation   of   the               
Borrower  and each Guarantor certified by the Secretary               
of State of the state of its incorporation;                           

11.1.0.0.4.    Bylaws.  The bylaws of the Borrower          
and  each  Guarantor certified by the Secretary  or  an               
Assistant Secretary;                                                  

11.1.0.0.5.       Governmental    Certificates.       
Certificates of the appropriate government officials of               
the  state  of incorporation of the Borrower  and  each               
Guarantor  as  to its existence and good  standing  and               
certificates  of  appropriate government  officials  of               
each  state in which the Borrower and the Guarantor  is               
required to qualify to do business and where failure to               
so  qualify  could  reasonably be expected  to  have  a               
Material Adverse Effect, as to the Borrower's and  each               
such  Guarantor's qualification to do business and good               
standing in such state, all dated a current date;                     

11.1.0.0.6.    Notes.  The Notes executed by  the         
Borrower;                                                             

11.1.0.0.7.    Guaranty.  A Guaranty executed  by         
each Guarantor;                                                       

11.1.0.0.8.     Contribution and  Indemnification         
Agreement.     A   Contribution   and   Indemnification               
Agreement executed by the Borrower and the Guarantors.                

11.1.0.0.9.    Opinion of Counsel.   A  favorable         
opinion  of  legal  counsel to the  Borrower  and  each               
Guarantor satisfactory to the Agent, as to such matters               
as  the  Agent  or the Required Lenders may  reasonably               
request;                                                              

11.1.0.0.10.    Attorneys'  Fees  and  Expenses.        
Evidence   that  the  costs  and  expenses   (including               
attorneys'  fees) referred to in Section 13.1,  to  the               
extent  incurred, shall have been paid in full  by  the               
Borrower;                                                             

11.1.0.0.11.     Termination   Agreement.     A       
termination agreement in form and substance  reasonably               
satisfactory  to the Agent confirming the prior  credit               
facilities  provided pursuant to that  certain  Amended               
and  Restated  Loan  Agreement  dated  as  of  November               
24,1994, as amended by and among Borrower, the  lenders               
party  thereto  and Wells Fargo Bank (Texas),  National               
Association,    as   agent   (the   "Existing    Credit               
Agreement"),  shall  be terminated  and  paid  in  full               
effective as of the date hereof.                                      

Section   11.2.   All  Extensions  of  Credit.    The             
obligation  of each Lender to make any Advance  and  of  the                    
Issuing  Bank  to issue any Letter of Credit (including  the                    
initial Advance and the initial Letter of Credit) is subject                    
to the following additional conditions precedent:                               

11.2.0.0.1.     Advance Request Form,  Telephonic         
Request,  or Letter of Credit Request Form.  The  Agent               
in respect of Revolving Credit Loan Advances, the Swing               
Lender  in  respect  of Swing Loan  Advances,  and  the               
Issuing Bank in respect of Letters of Credit shall have               
received, in accordance with Section 2.5, 2.7  or  3.2,               
as  the  case  may  be,  an  Advance  Request  Form.  a               
telephonic  request, or Letter of Credit Request  Form,               
as applicable, executed by an authorized officer of the               
Borrower;                                                             

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11.2.0.0.2.    No Default or Event of Default.  No          
Default or Event of Default shall have occurred and  be               
continuing, or would result from such Advance or Letter               
of Credit;                                                            

11.2.0.0.3.     Representations  and  Warranties.         
All of the representations and warranties contained  in               
Article  VII  hereof  and in the other  Loan  Documents               
shall  be true and correct in all material respects  on               
and  as  of  the  date of such Advance or  issuance  of               
Letter of Credit with the same force and effect  as  if               
such  representations and warranties had been  made  on               
and   as  of  such  date  except  to  the  extent  such               
representations  and  warranties speak  to  a  specific               
date;                                                                 

11.2.0.0.4.      No  Material  Adverse   Effect.        
Neither  any  Material Adverse Effect or  any  material               
adverse  change  in  the financial or  capital  markets               
shall  have occurred since the date of the most  recent               
financial  statements delivered to the  Agent  and  the               
Lenders pursuant to Section 8.1 hereof; and                           

11.2.0.0.5.     Additional  Documentation.   The        
Agent  shall  have received such additional  approvals,               
opinions,  or  documents  as the  Agent  or  its  legal               
counsel,   Winstead  Sechrest  &   Minick   P.C.,   may               
reasonably request.                                                   

ARTICLE 12.                   

Representations and Warranties                    

To induce the Agent, the Issuing Bank, and the Lenders              
to  enter  into this Agreement, the Borrower represents  and                    
warrants  to  the Agent, the Issuing Bank, and  the  Lenders                    
that:                                                                           

Section  12.1.   Existence.   The  Borrower  and  each              
Subsidiary  (a)  is a corporation (or other  entity  as  set                    
forth  on  Schedule 7.14) duly organized, validly  existing,                    
and  in good standing under the laws of the jurisdiction  of                    
its  incorporation  or organization; (b) has  all  requisite                    
power  and  authority to own its assets  and  carry  on  its                    
business  as  now being or as proposed to be conducted;  and                    
(c)  is  qualified  to do business in all  jurisdictions  in                    
which  the  nature of its business makes such  qualification                    
necessary  and  where  failure to so qualify  would  have  a                    
Material  Adverse Effect.  The Borrower and  each  Guarantor                    
have  the  power  and  authority to  execute,  deliver,  and                    
perform its obligations under the Loan Documents to which it                    
is or may become a party.                                                       

Section 12.2.  Financial Statements.  The Borrower has              
delivered   to  the  Agent  audited  consolidated  financial                    
statements of the Borrower and its Subsidiaries  as  at  and                    
for  the fiscal year ended September 30, 1997, and unaudited                    
consolidated  financial statements of the Borrower  and  its                    
Subsidiaries  for the nine (9)-month period ended  June  30,                    
1998.  Such financial statements are true and correct,  have                    
been  prepared  in  accordance with  GAAP,  and  fairly  and                    
accurately  present, on a consolidated basis, the  financial                    
condition  of the Borrower and its Subsidiaries  as  of  the                    
respective  dates  indicated  therein  and  the  results  of                    
operations for the respective periods indicated therein.  As                    
of  the  date hereof, neither the Borrower nor  any  of  its                    
Subsidiaries   has  any  material  contingent   liabilities,                    
liabilities   for  taxes,  unusual  forward   or   long-term                    
commitments,  or unrealized or anticipated losses  from  any                    
unfavorable  commitments except as referred to or  reflected                    
in such financial statements, and there has been no Material                    
Adverse  Effect since the effective date of the most  recent                    
financial statements referred to in this Section.                               

Section  12.3.   Action;  No Breach.   The  execution,              
delivery, and performance by the Borrower and each Guarantor                    
of  the Loan Documents to which it is or may become a party,                    
and  compliance  with  the terms and provisions  hereof  and                    
thereof have been duly authorized by all requisite action on                    
the  part of the Borrower and each Guarantor and do not  and                    
will not (a) violate or conflict with, or result in a breach                    
of,  or require any consent, other than such consents  which                    
have been obtained and copies of which have been                                

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provided   to   the  Agent,  under  (i)  the   articles   of                    
incorporation  or  bylaws  or the applicable  organizational                    
documents  of  the  Borrower  or  any  Guarantor,  (ii)  any                    
applicable  law,  rule, or regulation or  any  order,  writ,                    
injunction,  or  decree  of  any Governmental  Authority  or                    
arbitrator,  or (iii) any agreement or instrument  to  which                    
the Borrower or any of the Guarantors is a party or by which                    
any of them or any of their property is bound or subject, or                    
(b)  constitute  a  default  under  any  such  agreement  or                    
instrument, or result in the creation or imposition  of  any                    
Lien  upon any of the revenues or assets of the Borrower  or                    
any Guarantor.                                                                  

Section 12.4.  Operation of Business.  The Borrower and               
each  of  its  Subsidiaries possess all  licenses,  permits,                    
franchises, patents, copyrights, trademarks, and tradenames,                    
or  rights  thereto, necessary to conduct  their  respective                    
businesses  substantially as now conducted and as  presently                    
proposed to be conducted, and the Borrower and each  of  its                    
Subsidiaries  are not in violation of any  valid  rights  of                    
others with respect to any of the forgoing except where such                    
violation individually or in combination with all other such                    
violations  could  not  reasonably be  expected  to  have  a                    
Material Adverse Effect.                                                        

Section 12.5.  Litigation and Judgments.  There is  no              
action, suit, investigation, or proceeding before or by  any                    
Governmental  Authority or arbitrator  pending,  or  to  the                    
knowledge  of the Borrower, threatened against or  affecting                    
the  Borrower  or any Subsidiary, that could,  if  adversely                    
determined,  reasonably  be  expected  to  have  a  Material                    
Adverse  Effect.   As  of  the date  hereof,  there  are  no                    
outstanding   judgments  against   the   Borrower   or   any                    
Subsidiary.                                                                     

Section  12.6.   Rights  in  Properties;  Liens.   The              
Borrower  and  each  Subsidiary have good  and  indefeasible                    
title  to  or valid leasehold interests in their  respective                    
properties  and  assets,  real and personal,  including  the                    
properties, assets, and leasehold interests reflected in the                    
financial statements described in Section 7.2, and  none  of                    
the  properties,  assets,  or  leasehold  interests  of  the                    
Borrower or any Subsidiary is subject to any Lien, except as                    
permitted by Section 9.2.                                                       

Section 12.7.  Enforceability.  The Loan  Documents to              
which  the  Borrower  or  a  Guarantor  is  a  party,   when                    
delivered,  shall constitute the legal, valid,  and  binding                    
obligations   of   the  Borrower  or  such   Guarantor,   as                    
applicable,  enforceable  against  the  Borrower   or   such                    
Guarantor,   as   applicable,  in  accordance   with   their                    
respective   terms,   except  as  limited   by   bankruptcy,                    
insolvency, or other laws of general application relating to                    
the  enforcement of creditors' rights and general principles                    
of equity.                                                                      

Section 12.8.  Approvals.  No authorization, approval,              
or  consent  of,  and  no filing or registration  with,  any                    
Governmental  Authority  or  third  party  is  or  will   be                    
necessary for the execution, delivery, or performance by the                    
Borrower  of  this  Agreement and by  the  Borrower  or  any                    
Guarantor of the other Loan Documents to which the  Borrower                    
or  such Guarantor, as applicable, is or may become a  party                    
or for the validity or enforceability thereof.                                  

Section 12.9.  Debt.  The Borrower and the Subsidiaries               
have no Debt, except as permitted by Section 9.1.                               

Section 12.10. Taxes.  The Borrower and each Subsidiary               
have  filed  all  tax returns (federal,  state,  and  local)                    
required  to  be  filed,  including all  income,  franchise,                    
employment, property, and sales tax returns, and  have  paid                    
all  of their respective liabilities for taxes, assessments,                    
governmental  charges, and other levies  that  are  due  and                    
payable  other than those being contested in good  faith  by                    
appropriate   proceedings  diligently  pursued   for   which                    
adequate reserves have been established.  The Borrower knows                    
of   no  pending  investigation  of  the  Borrower  or   any                    
Subsidiary  by  any taxing authority or of any  pending  but                    
unassessed tax liability of the Borrower or any Subsidiary.                     

Section  12.11.  Use of Proceeds;  Margin  Securities.              
Neither   the  Borrower  nor  any  Subsidiary   is   engaged                    
principally, or as one of its important activities,  in  the                    
business  of extending credit for the purpose of  purchasing                    
or  carrying margin stock (within the meaning of Regulations                    
T,  U, or X of the Board of Governors of the Federal Reserve                    
System), and no part of the proceeds of any Advance will  be                    
used to                                                                         

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purchase  or carry any margin stock or to extend  credit  to                    
others  for  the  purpose of purchasing or  carrying  margin                    
stock.                                                                          

Section  12.12.  ERISA.  As of the  date  hereof,  the              
Borrower,  each Subsidiary, ERISA Affiliate, and  each  Plan                    
are   in  compliance  in  all  material  respects  with  all                    
applicable  provisions  of ERISA and  the  Code  except  for                    
events  of  noncompliance  that will  not  have  a  Material                    
Adverse Effect.  Neither a Reportable Event nor a Prohibited                    
Transaction has occurred and is continuing with  respect  to                    
any  Plan.  No notice of intent to terminate a Plan has been                    
filed,  nor  has any Plan been terminated.  No circumstances                    
exist  which  constitute  grounds  entitling  the  PBGC   to                    
institute proceedings to terminate, or appoint a trustee  to                    
administer,  a  Plan, nor has the PBGC instituted  any  such                    
proceedings.   Neither the Borrower nor any ERISA  Affiliate                    
has  completely or partially withdrawn from a  Multiemployer                    
Plan.   The Borrower and each ERISA Affiliate have met their                    
minimum funding requirements under ERISA with respect to all                    
of their Plans, and no "accumulated funding deficiency" (for                    
which an excise tax is due or would be due in the absence of                    
a  waiver) as defined in Section 412 of the Code or  Section                    
302(a)(2)  of ERISA, whichever may apply, has been  incurred                    
with  respect  to  any Plan, whether  or  not  waived.   The                    
present value of all vested benefits under each Plan do  not                    
exceed the fair market value of all Plan assets allocable to                    
such  benefits, determined on a termination basis as of  the                    
most  recent  valuation date of the Plan and  in  accordance                    
with  ERISA.   Neither the Borrower nor any ERISA  Affiliate                    
has incurred any liability to the PBGC under ERISA.  Neither                    
the  Borrower nor any ERISA Affiliate is subject to any lien                    
imposed  under Section 412(n) of the Code or Section  302(f)                    
or  4068 of ERISA, whichever may apply, with respect to  any                    
Plan.   Neither  the  Borrower nor any  ERISA  Affiliate  is                    
required  to  provide  security  to  a  Plan  under  Section                    
401(a)(29) of the Code.                                                         

Section  12.13. Disclosure.   All factual  information              
(taken as a whole) furnished by or on behalf of the Borrower                    
in  writing  to the Agent or any Lender (including,  without                    
limitation, all information contained in the Loan Documents)                    
for  purposes  of or in connection with this Agreement,  the                    
other  Loan Documents or any transaction contemplated herein                    
or therein is, and all other such factual information (taken                    
as  a  whole)  hereafter furnished by or on  behalf  of  the                    
Borrower  to  the  Agent or any Lender,  will  be  true  and                    
accurate  in all material respects on the date as  of  which                    
such information is dated or certified and not incomplete by                    
omitting   to  state  any  fact  necessary  to   make   such                    
information  (taken  as  a  whole)  not  misleading  in  any                    
material  respect at such time in light of the circumstances                    
under which such information was provided.                                      

Section  12.14. Subsidiaries.  As of the date  hereof,              
the Borrower has no Subsidiaries other than those listed  on                    
Schedule  7.14 hereto, and Schedule 7.14 (a) sets forth  the                    
type  of each Subsidiary listed thereon, (b) sets forth  the                    
jurisdiction  of  incorporation  or  organization  of   each                    
Subsidiary,  and the percentage of the Borrower's  ownership                    
of the outstanding voting stock or other ownership interests                    
of each Subsidiary.  All of the outstanding capital stock of                    
each  corporate Subsidiary has been validly issued, is fully                    
paid,  and  is  nonassessable.   There  are  no  outstanding                    
subscriptions,  options,  warrants,  calls,  or  rights   to                    
acquire,   and  no  outstanding  securities  or  instruments                    
convertible into, capital stock of any Subsidiary except  as                    
listed on Schedule 7.14.                                                        

Section  12.15. Agreements.  Neither the Borrower  nor              
any  Subsidiary is a party to any indenture, loan, or credit                    
agreement, or to any lease or other agreement or instrument,                    
or  subject  to  any charter or corporate restriction  which                    
could  reasonably  be expected to have  a  Material  Adverse                    
Effect.   Neither  the  Borrower nor any  Subsidiary  is  in                    
default   in   any  material  respect  in  the  performance,                    
observance,  or  fulfillment  of  any  of  the  obligations,                    
covenants,  or  conditions contained  in  any  agreement  or                    
instrument material to its business to which it is  a  party                    
other  than defaults which could not reasonably be  expected                    
to have a Material Adverse Effect.                                              

Section  12.16.  Compliance with  Laws.   Neither  the              
Borrower  nor  any Subsidiary is in violation  of  any  law,                    
rule,  regulation,  order,  or decree  of  any  Governmental                    
Authority  or arbitrator, other than violations which  could                    
not  reasonably  be  expected to  have  a  Material  Adverse                    
Effect.                                                                         

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Section  12.17. Investment Company Act.   Neither  the              
Borrower  nor  any  Subsidiary is  an  "investment  company"                    
within the meaning of the Investment Company Act of 1940, as                    
amended.                                                                        

Section  12.18.  Public Utility Holding  Company  Act.              
Neither  the  Borrower  nor  any Subsidiary  is  a  "holding                    
company"'  or a "subsidiary company" of a "holding  company"                    
or  an  "affiliate"  of  a "holding company"  or  a  "public                    
utility"  within  the meaning of the Public Utility  Holding                    
Company Act of 1935, as amended.                                                

Section 12.19. Environmental Matters.  Except for those               
matters which will not have a Material Adverse Effect:                          

12.19.0.0.1.   The Borrower, each Subsidiary, and         
all   of  their  respective  properties,  assets,   and               
operations   are   in   full   compliance   with    all               
Environmental Laws.  The Borrower is not aware of,  nor               
has the Borrower received notice of, any past, present,               
or future conditions, events, activities, practices, or               
incidents  which  may  interfere with  or  prevent  the               
compliance or continued compliance of the Borrower  and               
the Subsidiaries with all Environmental Laws;                         

12.19.0.0.2.    The Borrower and each  Subsidiary         
have obtained all permits, licenses, and authorizations               
that  are required under applicable Environmental Laws,               
and  all  such  permits are in good  standing  and  the               
Borrower  and  its Subsidiaries are in compliance  with               
all of the terms and conditions of such permits;                      

12.19.0.0.3.   No Hazardous Materials  exist  on,         
about,  or within or have been used, generated, stored,               
transported, disposed of on, or Released  from  any  of               
the  properties  or  assets  of  the  Borrower  or  any               
Subsidiary.   The  use  which  the  Borrower  and   the               
Subsidiaries   make  and  intend  to  make   of   their               
respective properties and assets will not result in the               
use, generation, storage, transportation, accumulation,               
disposal, or Release of any Hazardous Material on,  in,               
or  from  any of their properties or assets  except  in               
compliance with Environmental Laws;                                   

12.19.0.0.4.   Neither the Borrower nor any of its          
Subsidiaries  nor any of their respective currently  or               
previously owned or leased properties or operations  is               
subject  to  any  outstanding or, to the  best  of  its               
knowledge, threatened order from or agreement with  any               
Governmental  Authority or other Person or  subject  to               
any judicial or docketed administrative proceeding with               
respect  to  (i)  failure to comply with  Environmental               
Laws,  (ii) Remedial Action, or (iii) any Environmental               
Liabilities  arising  from  a  Release  or   threatened               
Release;                                                              

12.19.0.0.5.     There  are  no  conditions   or        
circumstances   associated  with   the   currently   or               
previously owned or leased properties or operations  of               
the  Borrower  or  any of its Subsidiaries  that  could               
reasonably   be   expected  to   give   rise   to   any               
Environmental Liabilities;                                            

12.19.0.0.6.   Neither the Borrower nor any of its          
Subsidiaries  is  a  treatment,  storage,  or  disposal               
facility   requiring  a  permit  under   the   Resource               
Conservation  and  Recovery Act,  42  U.S.C.   6901  et               
seq.,   regulations   thereunder  or   any   comparable               
provision   of  state  law.   The  Borrower   and   its               
Subsidiaries  are  in  compliance with  all  applicable               
financial    responsibility   requirements    of    all               
Environmental Laws;                                                   

12.19.0.0.7.   Neither the Borrower nor any of its          
Subsidiaries  has filed or failed to  file  any  notice               
required under applicable Environmental Law reporting a               
Release; and                                                          

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12.19.0.0.8.     No  Lien  arising   under   any        
Environmental  Law  has attached  to  any  property  or               
revenues of the Borrower or its Subsidiaries.                         

ARTICLE 13.                   

Positive Covenants                    

The Borrower covenants and agrees that, as long as the              
Obligations  or  any  part thereof are  outstanding  or  any                    
Lender has any Commitment hereunder, or the Issuing Bank has                    
any  obligation  to issue Letters of Credit  hereunder,  the                    
Borrower  will  perform and observe the  following  positive                    
covenants:                                                                      

Section  13.1.  Reporting Requirements.  The  Borrower              
will  furnish  to  the  Agent, the Issuing  Bank,  and  each                    
Lender:                                                                         

13.1.0.0.1.     Annual Financial Statements.   As         
soon  as available, and in any event within one hundred               
twenty (120) days after the end of each Fiscal Year  of               
the  Borrower and the Subsidiaries, beginning with  the               
Fiscal  Year ending September 30, 1998, (i) a  copy  of               
the annual audited financial statements of the Borrower               
and  the  Subsidiaries for such fiscal year containing,               
on  a consolidated basis, balance sheets and statements               
of  income, retained earnings, and cash flow as at  the               
end  of  such  Fiscal Year and for the 12-month  period               
then  ended,  in each case setting forth in comparative               
form the figures for the preceding Fiscal Year, all  in               
reasonable detail and audited and certified by Ernst  &               
Young,    or   other   independent   certified   public               
accountants  of recognized standing acceptable  to  the               
Agent, to the effect that such report has been prepared               
in accordance with GAAP; and (ii) a certificate of such               
independent certified public accountants to  the  Agent               
and the Lenders (A) stating that in the course of their               
audit  they  have not become aware of  any  Default  or               
Event  of Default or specifying any Defaults or  Events               
of  Default  of which they are aware, and  (B)  stating               
that   nothing  came  to  their  attention   that   the               
calculations  set  forth in the  officer's  certificate               
delivered simultaneously therewith, as of the  date  of               
the balance sheet, were not prepared in accordance with               
the audited financial statements;                                     

13.1.0.0.2.    Quarterly Financial Statements.  As          
soon  as  available and in any event within fifty  (50)               
days  after  the  end of each Fiscal  Quarter  in  each               
Fiscal  Year  of  the Borrower a copy of  an  unaudited               
financial  report of the Borrower and the  Subsidiaries               
as  of  the  end  of such Fiscal Quarter  and  for  the               
portion of the Fiscal year then ended, containing, on a               
consolidated  basis, balance sheets and  statements  of               
income,  retained earnings, and cash flow in each  case               
setting  forth in comparative form the figures for  the               
corresponding period of the preceding Fiscal Year,  all               
in  reasonable detail certified by the chief  financial               
officer  of  the  Borrower to  have  been  prepared  in               
accordance  with  GAAP  and to  fairly  and  accurately               
present  (subject  to year-end audit  adjustments)  the               
financial  condition and results of operations  of  the               
Borrower and the Subsidiaries, on a consolidated basis,               
at the date and for the periods indicated therein;                    

13.1.0.0.3.    Quarterly Certificate.  As soon as         
available,  and  in any event within fifty  (50)  days,               
after  the  end of each Fiscal Quarter of  each  Fiscal               
Year  of  the  Borrower,  a certificate  of  the  chief               
financial officer of the Borrower (i) stating  that  to               
the  best  of such officer's knowledge, no Default  has               
occurred  and  is  continuing,  or  if  a  Default  has               
occurred  and  is  continuing, a statement  as  to  the               
nature  thereof and the action that is proposed  to  be               
taken  with  respect  thereto,  and  (ii)  showing   in               
reasonable  detail  the  most  recent  Fiscal   Quarter               
calculations demonstrating compliance with  Article  X,               
and  accompanied  by  a  certificate  executed  by  the               
Borrower  representing  that  attached  thereto  is   a               
current (as of the date thereof) list of existing store               
locations  owned  or  leased  by  Borrower   and   each               
Guarantor;                                                            

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13.1.0.0.4.    Projections.  As soon as available         
and  in any event not later than thirty (30) days prior               
to   the  end  of  each  Fiscal  Year,  projections  of               
consolidated  financial statements of the Borrower  and               
its Subsidiaries for the upcoming Fiscal Year;                        

13.1.0.0.5.    Management Letters.  Promptly upon         
receipt  thereof,  a copy of any management  letter  or               
written  report  submitted  to  the  Borrower  or   any               
Subsidiary  by independent certified public accountants               
with  respect to the business, condition (financial  or               
otherwise), operations, prospects, or properties of the               
Borrower or any Subsidiary;                                           

13.1.0.0.6.     Notice  of Litigation.   Promptly         
after  the commencement thereof, notice of all actions,               
suits,   and   proceedings  before   any   Governmental               
Authority or arbitrator affecting the Borrower  or  any               
Subsidiary  which,  if  determined  adversely  to   the               
Borrower  or  such  Subsidiary,  could  reasonably   be               
expected to have a Material Adverse Effect;                           

13.1.0.0.7.     Notice of Default.   As  soon  as         
possible  and in any event within ten (10)  days  after               
the Borrower knows of the occurrence of each Default, a               
written  notice  setting  forth  the  details  of  such               
Default and the action that the Borrower has taken  and               
proposes to take with respect thereto;                                

13.1.0.0.8.    ERISA Reports.  Promptly after the         
filing  or  receipt  thereof, copies  of  all  reports,               
including   annual  reports,  and  notices  which   the               
Borrower  or any ERISA Affiliate files with or receives               
from  the  PBGC or the U.S. Department of  Labor  under               
ERISA;  and as soon as possible and in any event within               
five (5) days after the Borrower or any ERISA Affiliate               
knows  or has reason to know that any Reportable  Event               
(as  to which the thirty day notice requirement to  the               
PBGC has not been waived) or Prohibited Transaction has               
occurred with respect to any Plan or that the  PBGC  or               
the  Borrower or any Subsidiary or any ERISA  Affiliate               
has  instituted  or  will institute  proceedings  under               
Title  IV of ERISA to terminate any Plan, a certificate               
of  the chief financial officer of the Borrower setting               
forth  the  details  as  to such  Reportable  Event  or               
Prohibited  Transaction  or Plan  termination  and  the               
action  that the Borrower proposes to take with respect               
thereto;                                                              

13.1.0.0.9.    Notice of Material Adverse Effect.         
As  soon  as possible and in any event within ten  (10)               
days   after  the  Borrower  knows  of  the  occurrence               
thereof,  written  notice  of  any  matter  that  could               
reasonably  be  expected  to have  a  Material  Adverse               
Effect;                                                               

13.1.0.0.10.   Proxy Statements, Etc.  As soon as         
available,   one  copy  of  each  financial  statement,               
report,  notice or proxy statement sent by the Borrower               
or any Subsidiary to its stockholders generally and one               
copy  of  each  regular, periodic  or  special  report,               
registration  statement,  or prospectus  filed  by  the               
Borrower or any Subsidiary with any securities exchange               
or  the  Securities  and  Exchange  Commission  or  any               
successor agency; and                                                 

13.1.0.0.11.    General  Information.   Promptly,         
such  other information concerning the Borrower or  any               
Subsidiary as the Agent or any Lender may from time  to               
time reasonably request.                                              

Section  13.2.  Maintenance of Existence;  Conduct  of              
Business.  The Borrower will preserve and maintain, and will                    
cause   each  Subsidiary  to  preserve  and  maintain,   its                    
corporate (or partnership) existence and all of its  leases,                    
privileges,  licenses, permits, franchises,  qualifications,                    
and  rights that are necessary or desirable in the  ordinary                    
conduct  of  its business.  The Borrower will  conduct,  and                    
will  cause each Subsidiary to conduct, its business  in  an                    
orderly  and  efficient  manner  in  accordance  with   good                    
business  practices customary in the industry in  which  the                    
Borrower and the Subsidiaries are engaged.                                      

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Section 13.3.  Maintenance of Properties.  The Borrower               
will maintain, keep, and preserve, and cause each Subsidiary                    
to  maintain,  keep,  and preserve, all  of  its  properties                    
(tangible and intangible) necessary or useful in the  proper                    
conduct  of its business in good working order and condition                    
(ordinary wear and tear excepted).                                              

Section 13.4.  Taxes and Claims.  The Borrower will pay               
or  discharge,  and  will cause each Subsidiary  to  pay  or                    
discharge,   at  or  before  maturity  or  before   becoming                    
delinquent   (a)   all  taxes,  levies,   assessments,   and                    
governmental charges imposed on it or its income or  profits                    
or any of its property, and (b) all lawful claims for labor,                    
material,  and  supplies, which, if unpaid, might  become  a                    
Lien  upon  any  of  its property; provided,  however,  that                    
neither the Borrower nor any Subsidiary shall be required to                    
pay  or discharge any tax, levy, assessment, or governmental                    
charge which is being contested in good faith by appropriate                    
proceedings  diligently  pursued,  and  for  which  adequate                    
reserves have been established.                                                 

Section 13.5.  Insurance.  The Borrower will maintain,              
and  will  cause  each  of  the  Subsidiaries  to  maintain,                    
insurance  with  financially sound and  reputable  insurance                    
companies  in  such amounts and covering such  risks  as  is                    
usually   carried   by  corporations  engaged   in   similar                    
businesses and owning similar properties in the same general                    
areas  in  which the Borrower and the Subsidiaries  operate,                    
provided  that in any event the Borrower will  maintain  and                    
cause  each  Subsidiary  to maintain workmen's  compensation                    
insurance,   property   insurance,   comprehensive   general                    
liability insurance, reasonably satisfactory to the Agent.                      

Section  13.6.  Inspection Rights.  At any  reasonable              
time  and  from time to time, the Borrower will permit,  and                    
will cause each Subsidiary to permit, representatives of the                    
Agent  and  each Lender to examine, copy, and make  extracts                    
from  its  books  and  records, to  visit  and  inspect  its                    
properties,  and  to discuss its business,  operations,  and                    
financial  condition  with  its  officers,  employees,   and                    
independent certified public accountants.                                       

Section 13.7.  Keeping Books and Records.  The Borrower               
will  maintain, and will cause each Subsidiary to  maintain,                    
proper books of record and account in which full, true,  and                    
correct entries in conformity with GAAP shall be made of all                    
dealings  and  transactions in relation to its business  and                    
activities.                                                                     

Section 13.8.  Compliance with Laws.  The Borrower will               
comply,  and  will cause each Subsidiary to comply,  in  all                    
respects  with  all  applicable  laws,  rules,  regulations,                    
orders,  and  decrees  of  any  Governmental  Authority   or                    
arbitrator  other than such non-compliance which  could  not                    
reasonably be expected to have a Material Adverse Effect.                       

Section  13.9.   Compliance  with  Agreements.    The             
Borrower  will  comply, and will cause  each  Subsidiary  to                    
comply, in all respects with all agreements, contracts,  and                    
instruments  binding on it or affecting  its  properties  or                    
business  other  than such non-compliance  which  could  not                    
reasonably be expected to have a Material Adverse Effect.                       

Section 13.10. Further Assurances; Subsidiary Guaranty              
and   Contribution  and  Indemnification   Agreement.    The                    
Borrower  will, and will cause each Subsidiary  to,  execute                    
and deliver such further agreements and instruments and take                    
such  further action as may be reasonably requested  by  the                    
Agent  to  carry  out the provisions and  purposes  of  this                    
Agreement  and  the other Loan Documents.  Without  limiting                    
the  foregoing,  upon  the creation or  acquisition  of  any                    
Subsidiary, the Borrower shall (a) provide written notice of                    
such  event  to  the  Agent within five  (5)  Business  Days                    
following  the date the Borrower has knowledge  thereof  and                    
(b)  cause  each  such domestic Subsidiary  to  execute  and                    
deliver  a  Guaranty,  a  Contribution  and  Indemnification                    
Agreement,  and such other documentation as  the  Agent  may                    
request  to  cause such domestic Subsidiary to  evidence  or                    
otherwise   implement  the  guaranty  of   the   Obligations                    
contemplated   by   a   Guaranty  or  a   Contribution   and                    
Indemnification Agreement within thirty (30)  calendar  days                    
following  the date the Borrower has knowledge thereof.   If                    
any Subsidiary is created or acquired after the date hereof,                    
the  Borrower shall execute and deliver to the Agent (a)  an                    
amendment to Schedule 7.14 to                                                   

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this  Agreement (which only needs the signature of the Agent                    
to  be  effective if the only change is the addition of  the                    
new Subsidiary) and (b) any other documents which would have                    
otherwise been required to be delivered to the Agent and the                    
Lenders if such Subsidiary had been a Subsidiary as  of  the                    
date hereof.                                                                    

Section  13.11. ERISA.  The Borrower will comply,  and              
will  cause  each  Subsidiary to comply,  with  all  minimum                    
funding requirements, and all other material requirements of                    
ERISA,  if  applicable,  so as  not  to  give  rise  to  any                    
liability  thereunder which could reasonably be expected  to                    
have a Material Adverse Effect.                                                 

Section  13.12. Year 2000 Compliance.  Borrower  shall              
and  shall  cause  each  Subsidiary  to,  perform  all  acts                    
reasonably  necessary to ensure that (i) Borrower  and  each                    
Subsidiary  and  any  business  in  which  Borrower   or   a                    
Subsidiary  holds  a  substantial  interest,  and  (ii)  all                    
customers,  suppliers  and  vendors  that  are  material  to                    
Borrower's and each Subsidiary's business, become Year  2000                    
Compliant  in  a  timely manner.  Such acts  shall  include,                    
without  limitation, performing a comprehensive  review  and                    
assessment  of  all  of  Borrower's  and  each  Subsidiary's                    
systems  and adopting a detailed plan, with itemized budget,                    
for the remediation, monitoring and testing of such systems.                    
As used in this paragraph, "Year 2000 Compliant" shall mean,                    
in  regard  to  any  entity, that  all  software,  hardware,                    
firmware,  equipment,  goods  or  systems  utilized  by   or                    
material  to the business operations or financial  condition                    
of   such  entity,  will  properly  perform  date  sensitive                    
functions before, during and after the year 2000.   Borrower                    
shall,  immediately upon request, provide to the Agent  such                    
certifications  or  other evidence of Borrower's  compliance                    
with  the terms of this paragraph as the Agent may from time                    
to time require.                                                                

ARTICLE 14.                   

Negative Covenants                    

The Borrower covenants and agrees that, as long as the              
Obligations  or  any  part thereof are  outstanding  or  any                    
Lender has any Commitment hereunder or the Issuing Bank  has                    
any  obligation  to issue Letters of Credit  hereunder,  the                    
Borrower  will  perform and observe the  following  negative                    
covenants:                                                                      

Section  14.1.   Debt.  The Borrower will  not  incur,              
create, assume, or permit to exist, and will not permit  any                    
Subsidiary to incur, create, assume, or permit to exist, any                    
Debt, except:                                                                   

14.1.0.0.1.    Debt to the Lenders and the Issuing          
Bank pursuant to the Loan Documents;                                  

14.1.0.0.2.    Debt listed on Schedule 9.1; and             

14.1.0.0.3.     (i)  Debt  in  addition  to  that         
specifically described in clauses (a) and (b) above not               
to  exceed  Five  Million Dollars ($5,000,000)  in  the               
aggregate,  and  (ii) Debt incurred in connection  with               
unsecured  seller financing as part of  an  acquisition               
not  to exceed Ten Million Dollars ($10,000,000) in the               
aggregate,  minus  the  amount  of  any  Debt  incurred               
pursuant to clause (i) above.                                         

Section 14.2.  Limitation on Liens.  The Borrower will              
not  incur, create, assume, or permit to exist, and will not                    
permit any Subsidiary to incur, create, assume, or permit to                    
exist,  any  Lien  upon  any  of its  property,  assets,  or                    
revenues, whether now owned or hereafter acquired, except:                      

(a)   Liens  disclosed on Schedule  9.2         
hereto  and Liens in favor of the  Agent  for               
the benefit of the Lenders;                                 

(b)   Liens for taxes, assessments,  or         
other  governmental  charges  which  are  not               
delinquent  or which are being  contested  in               
good  faith  and for which adequate  reserves               
have been established;                                      

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(c)   Liens  of mechanics, materialmen,         
warehousemen,  carriers,  or  other   similar               
statutory Liens securing obligations that are               
not  yet due and are incurred in the ordinary               
course of business;                                         
(d)   Liens  resulting from good  faith         
deposits  to  secure  payments  of  workmen's               
compensation   or   other   social   security               
programs  or  to  secure the  performance  of               
tenders,  statutory obligations,  surety  and               
appeal bonds, bids, contracts (other than for               
payment  of  Debt),  or leases  made  in  the               
ordinary course of business; and                            

(e)   Purchase  money  Liens  securing        
Permitted  Debt  described in Section  9.1(b)               
and  (c)(i); provided that. the Debt  secured               
by  any such Lien encumbers only the asset so               
purchased.                                                  

Neither Borrower nor any Subsidiary shall enter into or               
assume   any  agreement  (other  than  the  Loan  Documents)                    
prohibiting the creation or assumption of any Lien upon  its                    
properties   or  assets  whether  now  owned  or   hereafter                    
acquired;  provided that in connection with the creation  of                    
purchase money Liens permitted hereby, the Borrower  or  the                    
Subsidiary may agree that it will not permit any other Liens                    
to  encumber the assets subject to such purchase money Lien.                    
Further,   Borrower  will  not  and  will  not  permit   any                    
Subsidiaries  directly or indirectly to create or  otherwise                    
cause  or suffer to exist to become effective any consensual                    
encumbrance or restriction of any kind on the ability of any                    
Subsidiary  to:  (i)  pay  dividends  or  make   any   other                    
distribution  on  any  of such Subsidiaries'  capital  stock                    
owned   by   Borrower   or  any  Subsidiary   of   Borrower;                    
(ii)  subject to subordination provisions pay any Debt  owed                    
to  Borrower  or any other Subsidiary; (iii) make  loans  or                    
advances   to   Borrower   or  any  other   Subsidiary;   or                    
(iv) transfer any of its properties or assets to Borrower or                    
any other Subsidiary not restricted hereby.                                     

Section 14.3.  Mergers, Etc. The Borrower will not, and               
will not permit any Subsidiary to become a party to a merger                    
or consolidation, or to purchase or otherwise acquire all or                    
a  substantial part of the business or assets of any  Person                    
(other  than  pawnshop  stores in  the  ordinary  course  of                    
business)  or  any shares or other equity  interest  of  any                    
Person  (whether or not certificated), or wind-up, dissolve,                    
or   liquidate  itself;  provided  that,  (i)   a   domestic                    
Subsidiary may wind-up, dissolve or liquidate if no  Default                    
exists  or  would  result  therefrom  and  its  assets   are                    
transferred to Borrower or another domestic Subsidiary; (ii)                    
a  foreign Subsidiary may wind-up, dissolve or liquidate  if                    
no  Default  exists  or  would result therefrom;  (iii)  any                    
Subsidiary  may merge with and into Borrower if Borrower  is                    
the  surviving entity and no Default exists or would  result                    
therefrom; (iv) any Subsidiary may merge with and  into  any                    
other domestic Subsidiary if the domestic Subsidiary is  the                    
surviving   entity,  no  Default  exists  or  would   result                    
therefrom and Section 8.10 is complied with; (v) any foreign                    
Subsidiary may merge with any other foreign Subsidiary if no                    
Default  exists  or  would result therefrom;  and  (vi)  the                    
Borrower  or  a  Subsidiary may make  investments  permitted                    
under Section 9.5 hereof.                                                       

Section 14.4.  Restricted Payments.  The Borrower will              
not  redeem, purchase, retire, or otherwise acquire  any  of                    
its  capital stock; provided, that the Borrower  may  redeem                    
shares  of its capital stock in an aggregate amount  not  to                    
exceed Thirty Million Dollars ($30,000,000).                                    

Section  14.5.   Investments.  The Borrower  will  not              
make,  and  will  not  permit any Subsidiary  to  make,  any                    
advance,  loan, extension of credit, or capital contribution                    
to  or  investment  in, or purchase or own,  or  permit  any                    
Subsidiary  to  purchase or own, any  stock,  bonds,  notes,                    
debentures, or other securities of, any Person, except:                         

14.5.0.0.1.      readily   marketable    direct       
obligations  of  the United States of  America  or  any               
agency  thereof with maturities of eighteen (18) months               
or less from the date of acquisition;                                 

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14.5.0.0.2.     fully  insured  certificates  of        
deposit  with maturities of one year or less  from  the               
date  of  acquisition  issued by  any  commercial  bank               
operating  in  the  United  States  of  America  having               
capital  and surplus in excess of Fifty Million Dollars               
($50,000,000);                                                        

14.5.0.0.3.     commercial paper  of  a  domestic         
issuer  if at the time of purchase such paper is  rated               
in one of the two highest rating categories of Standard               
and  Poor's  Corporation or Moody's Investors  Service,               
Inc.;                                                                 

14.5.0.0.4.    auction rate preferred  stock  and         
municipal bonds that at the time of purchase are  rated               
in one of the two highest rating categories of Standard               
&  Poor's  Corporation or Moody's Investment  Services,               
Inc.;                                                                 

14.5.0.0.5.    money market funds and mutual funds          
that   invest  in  securities  deemed  acceptable   for               
outright purchase;                                                    

14.5.0.0.6.      investments   in   Subsidiaries        
existing  on the date of this Agreement and investments               
in  subsequently  created domestic Subsidiaries  formed               
for  the  purpose of expanding the Borrower's  business               
into a new state;                                                     

14.5.0.0.7.     pawn loans to  customers  in  the         
ordinary course of business; and                                      

14.5.0.0.8.     any  loans  or  investments  not        
covered  in  the previous sections of this Section  9.4               
not to exceed Ten Million Dollars ($10,000,000) for any               
such  individual  loan or investment  (except  for  the               
Thirteen  Million  Dollar [$13,000,000]  investment  in               
Albemarle & Bond Holdings plc) and not to exceed Thirty               
Million Dollars ($30,000,000) in the aggregate.                       

Section 14.6.  Limitation on Issuance of Capital Stock.               
The Borrower will not permit any of its Subsidiaries to,  at                    
any  time issue, sell, assign, or otherwise dispose  of  (a)                    
any  of  its  capital  stock  (or  any  equivalent  interest                    
therein), (b) any securities exchangeable for or convertible                    
into  or  carrying any rights to acquire any of its  capital                    
stock  (or  any  equivalent interest therein),  or  (c)  any                    
option,  warrant,  or  other right to  acquire  any  of  its                    
capital stock (or any equivalent interest therein).                             

Section  14.7.   Transactions  With  Affiliates.   The              
Borrower  will  not  enter into, and  will  not  permit  any                    
Subsidiary   to  enter  into,  any  transaction,  including,                    
without  limitation,  the purchase,  sale,  or  exchange  of                    
property or the rendering of any service, with any Affiliate                    
of  the  Borrower or such Subsidiary, except in the ordinary                    
course of and pursuant to the reasonable requirements of the                    
Borrower's or such Subsidiary's business and upon  fair  and                    
reasonable terms no less favorable to the Borrower  or  such                    
Subsidiary   than   would  be  obtained  in   a   comparable                    
arm's-length  transaction with a Person not an Affiliate  of                    
the Borrower or such Subsidiary.                                                

Section  14.8.  Disposition of Assets.   The  Borrower              
will not sell, lease, assign, transfer, or otherwise dispose                    
(collectively  "Dispositions") of  any  of  its  assets,  or                    
permit  any  Subsidiary to do so with any of its  assets  in                    
excess  of  Three  Million Dollars ($3,000,000)  per  Fiscal                    
Year,  except  for  (a) Dispositions  of  inventory  in  the                    
ordinary course of business, (b) Dispositions to a Guarantor                    
as  to  which  Agent  has  in  its  possession  an  executed                    
Guaranty, (c) Dispositions in addition to those described in                    
(a)   and  (b)  above,  for  which  the  Borrower  and   the                    
Subsidiaries   have   received   fair   consideration,   and                    
(d)   Dispositions  which  result  in  the  sale,  sale  and                    
leaseback  or  exchange  of up to  Fifteen  Million  Dollars                    
($15,000,000)  of  property owned  by  the  Borrower  as  of                    
September 30, 1998, upon fair and reasonable terms  no  less                    
favorable to the Borrower or such Subsidiary than  would  be                    
obtained  in  a comparable arm's-length transaction  with  a                    
Person not an Affiliate of the Borrower or such Subsidiary.                     

Section 14.9.  Nature of Business.  The Borrower  will              
not,  and will not permit any Subsidiary to, engage  in  any                    
business other than the businesses in which they are engaged                    
on  the  date  hereof and businesses related  or  incidental                    
thereto.    Without  in  any  way  limiting  the  foregoing,                    
related businesses                                                              

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shall  include,  but  not  be  limited  to,  the  following:                    
check-cashing,   money   wires,   Pay-Day   Advance    Loans                    
(hereinafter  defined), jewelry sales  and  other  financial                    
services  incidental to the foregoing.  As used herein,  the                    
term  "Pay-Day  Advance  Loans"  means  loans  made  by  the                    
Borrower  or any Subsidiary in accordance with past business                    
practices which are anticipated to be repaid by the proceeds                    
of post-dated checks.                                                           

Section 14.10. Environmental Protection.  The Borrower              
will  not,  and will not permit any of its Subsidiaries  to,                    
(a)  use  (or  permit  any  tenant  to  use)  any  of  their                    
respective   properties   or  assets   for   the   handling,                    
processing,  storage, transportation,  or  disposal  of  any                    
Hazardous Material, (b) generate any Hazardous Material, (c)                    
conduct  any activity that is likely to cause a  Release  or                    
threatened  Release  of  any  Hazardous  Material,  or   (d)                    
otherwise  conduct  any  activity  or  use  any   of   their                    
respective properties or assets in any manner that is likely                    
to violate any Environmental Law or create any Environmental                    
Liabilities   for  which  the  Borrower  or   any   of   its                    
Subsidiaries would be responsible.                                              

Section 14.11. Accounting.  The Borrower will not, and              
will  not  permit  any of its Subsidiaries  to,  change  its                    
Fiscal  Year  or make any change in accounting treatment  or                    
reporting  practices,  except  as  permitted  by  GAAP   and                    
disclosed to the Agent.                                                         

Section 14.12. Prepayment of Debt.  The Borrower  will              
not,  and will not permit any Subsidiary to, prepay any Debt                    
except the Obligations.                                                         

ARTICLE 15.                   

Financial Covenants                   

The Borrower covenants and agrees that, as long as the              
Obligations  or  any  part thereof are  outstanding  or  any                    
Lender has any Commitment hereunder or the Issuing Bank  has                    
any  obligation  to issue Letters of Credit  hereunder,  the                    
Borrower  will  perform and observe the following  financial                    
covenants:                                                                      

Section 15.1.  Consolidated Net Worth.  Beginning with              
the  Fiscal  Quarter ending December 31, 1998, the  Borrower                    
will  at  all  times maintain Consolidated Net Worth  in  an                    
amount  not less than (a) One Hundred Twenty Million Dollars                    
($120,000,000)  plus  (b) an amount  equal  to  seventy-five                    
percent (75%) of Consolidated Net Income (not less than zero                    
(0)  dollars  [$0.00])  for all periods  subsequent  to  the                    
Fiscal  Quarter ending December 31, 1998, plus (c) an amount                    
equal  to one hundred percent (100%) of the Net Proceeds  of                    
all   equity  offerings  (including  conversions   of   debt                    
securities into common stock) of the Borrower subsequent  to                    
the date of this Agreement.                                                     

Section  15.2.   Leverage Ratio.  Beginning  with  the              
Fiscal  Quarter ending December 31, 1998, Borrower  will  at                    
all  times  maintain a Leverage Ratio of  not  greater  than                    
(a) 3.50 to 1.0 through and including September 30, 2000 and                    
(b) 3.25 to 1.00 from October 1, 2000 and thereafter.                           

Section 15.3.  Capital Expenditures.  Borrower will not               
permit  the  aggregate  amount of  Capital  Expenditures  of                    
Borrower  and  the  Subsidiaries to  exceed  Thirty  Million                    
Dollars ($30,000,000) during any Fiscal Year.                                   

Section  15.4.   Inventory Turnover.   Borrower  on  a              
consolidated  basis will at all times maintain an  Inventory                    
Turnover of not of not less than 1.75.                                          

Section  15.5.  Fixed Charge Coverage Ratio.  Borrower              
will at all times maintain a Fixed Charge Coverage Ratio  of                    
not less than 1.50 to 1.0.                                                      

ARTICLE 16.                   

Default                   

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Section  16.1.   Events  of  Default.   Each  of  the             
following shall be deemed an "Event of Default":                                

16.1.0.0.1.    The Borrower shall fail to pay when          
due the Obligations or any part thereof.                              

16.1.0.0.2.    Any representation or warranty made          
or  deemed made by the Borrower or any Obligated  Party               
(or  any  of  their respective officers)  in  any  Loan               
Document  or  in  any certificate, report,  notice,  or               
financial statement furnished at any time in connection               
with  this  Agreement  shall be false,  misleading,  or               
erroneous  in any material respect when made or  deemed               
to have been made.                                                    

16.1.0.0.3.    The Borrower shall fail to perform,          
observe,  or  comply with any covenant,  agreement,  or               
term contained in Section 8.1, Article IX, or Article X               
of  this  Agreement; or the Borrower or  any  Obligated               
Party  shall  fail to perform, observe, or comply  with               
any  other  covenant, agreement, or term  contained  in               
this  Agreement or any other Loan Document (other  than               
covenants  to  pay  the Obligations) and  such  failure               
shall continue for a period of fifteen (15) days.                     

16.1.0.0.4.     The Borrower, any Subsidiary,  or         
any   Obligated  Party  shall  commence   a   voluntary               
proceeding  seeking  liquidation,  reorganization,   or               
other  relief with respect to itself or its debts under               
any bankruptcy, insolvency, or other similar law now or               
hereafter  in  effect or seeking the appointment  of  a               
trustee,  receiver,  liquidator,  custodian,  or  other               
similar  official of it or a substantial  part  of  its               
property or shall consent to any such relief or to  the               
appointment  of  or  taking  possession  by  any   such               
official  in  an  involuntary case or other  proceeding               
commenced against it or shall make a general assignment               
for the benefit of creditors or shall generally fail to               
pay  its  debts  as they become due or shall  take  any               
corporate action to authorize any of the foregoing.                   

16.1.0.0.5.    An involuntary proceeding shall be         
commenced against the Borrower, any Subsidiary, or  any               
Obligated Party seeking liquidation, reorganization, or               
other relief with respect to it or its debts under  any               
bankruptcy,  insolvency, or other similar  law  now  or               
hereafter  in  effect or seeking the appointment  of  a               
trustee,  receiver,  liquidator,  custodian  or   other               
similar  official for it or a substantial part  of  its               
property, and such involuntary proceeding shall  remain               
undismissed  and unstayed for a period of  thirty  (30)               
days.                                                                 

16.1.0.0.6.     The Borrower, any Subsidiary,  or         
any  Obligated Party shall fail to discharge  within  a               
period  of  forty-five (45) days after the commencement               
thereof   any  attachment,  sequestration,  or  similar               
proceeding or proceedings involving an aggregate amount               
in   excess  of  Two  Hundred  Fifty  Thousand  Dollars               
($250,000.00) against any of its assets or properties.                

16.1.0.0.7.    A final judgment or judgments  for         
the  payment  of money in excess of Two  Hundred  Fifty               
Thousand  Dollars ($250,000.00) in the aggregate  shall               
be  rendered by a court or courts against the Borrower,               
any of its Subsidiaries, or any Obligated Party and the               
same shall not be discharged (or provision shall not be               
made  for  such  discharge), or  a  stay  of  execution               
thereof  shall not be procured, within forty-five  (45)               
days from the date of entry thereof and the Borrower or               
the  relevant Subsidiary or Obligated Party shall  not,               
within  said  period of forty-five (45) days,  or  such               
longer period during which execution of the same  shall               
have  been  stayed,  appeal  therefrom  and  cause  the               
execution thereof to be stayed during such appeal.                    

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16.1.0.0.8.     The Borrower, any Subsidiary,  or         
any  Obligated  Party shall fail to pay  when  due  any               
principal   of   or  interest  on  any  Material   Debt               
(hereinafter defined) (other than the Obligations),  or               
the   maturity  of  any  such  Debt  shall  have   been               
accelerated, or any such Debt shall have been  required               
to  be prepaid prior to the stated maturity thereof, or               
any  event shall have occurred that permits any  holder               
or  holders of such Debt or any Person acting on behalf               
of  such  holder or holders to accelerate the  maturity               
thereof  or require any such prepayment.  For  purposes               
of  this clause (h) the term "Material Debt" means Debt               
owed  by  the Borrower or any Subsidiary the  principal               
amount  of  which  exceeds Two Hundred  Fifty  Thousand               
Dollars ($250,000).                                                   

16.1.0.0.9.    This Agreement or any  other  Loan         
Document shall cease to be in full force and effect  or               
shall  be  declared null and void or  the  validity  or               
enforceability thereof shall be contested or challenged               
by the Borrower, any Subsidiary, any Obligated Party or               
any  of  their respective shareholders, or the Borrower               
or  any  Obligated Party shall deny  that  it  has  any               
further  liability or obligation under any of the  Loan               
Documents.                                                            

16.1.0.0.10.   Any of the following events  shall         
occur  or  exist  with respect to the Borrower  or  any               
ERISA   Affiliate:   (i)  any  Prohibited   Transaction               
involving  any  Plan;  (ii) any Reportable  Event  with               
respect  to  any Plan; (iii) the filing  under  Section               
4041  of  ERISA of a notice of intent to terminate  any               
Plan or the termination of any Plan; (iv) any event  or               
circumstance  that  might constitute grounds  entitling               
the PBGC to institute proceedings under Section 4042 of               
ERISA for the termination of, or for the appointment of               
a  trustee  to administer, any Plan, or the institution               
by the PBGC of any such proceedings; or (v) complete or               
partial withdrawal under Section 4201 or 4204 of  ERISA               
from   a  Multiemployer  Plan  or  the  reorganization,               
insolvency,  or termination of any Multiemployer  Plan;               
and  in  each  case  above, such  event  or  condition,               
together with all other events or conditions,  if  any,               
have  subjected or could in the reasonable  opinion  of               
Required  Banks  subject  the  Borrower  to  any   tax,               
penalty,  or other liability to a Plan, a Multiemployer               
Plan,  the  PBGC,  or  otherwise  (or  any  combination               
thereof)  which  in  the  aggregate  exceed  or   could               
reasonably  be  expected to exceed  Two  Hundred  Fifty               
Thousand Dollars ($250,000.00).                                       

16.1.0.0.11.    Any Person or  group  of  related         
Persons  for purposes of Section 13(d) of the  Exchange               
Act   acquires   after  the  date  hereof   "beneficial               
ownership" (within the meaning of Section 13(d) of  the               
Exchange  Act) in excess of thirty-three percent  (33%)               
of  the  total voting power of all classes  of  capital               
stock  then  outstanding of Borrower entitled  (without               
regard to the occurrence of any contingency) to vote in               
elections of directors of Borrower.                                   

16.1.0.0.12.    The  Borrower  or  any  of   its        
Subsidiaries, or any of their properties, revenues,  or               
assets,  shall  become  the  subject  of  an  order  of               
forfeiture, seizure, or divestiture (whether under RICO               
or   otherwise)  and  the  same  shall  not  have  been               
discharged  (or provisions shall not be made  for  such               
discharge)  within thirty (30) days from  the  date  of               
entry thereof.                                                        

16.1.0.0.13.   Any Material Adverse Effect  shall         
occur.                                                                
Section 16.2.  Remedies.                                              

16.2.0.0.1.    If any Event of Default shall occur          
and  be  continuing, the Agent may (and if directed  by               
Required  Lenders, shall) do any one  or  more  of  the               
following:                                                            

    16.2.0.0.1.0.1.        Acceleration.
Declare  all outstanding principal of and  accrued          
and  unpaid interest on the Notes, all outstanding          
Letter  of  Credit Disbursements,  and  all  other          
obligations  of  the  Borrower  under   the   Loan          
Documents  immediately due and  payable,  and  the          
same  shall thereupon become immediately  due  and          
payable,                                                    

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without  notice,  demand, presentment,  notice  of          
dishonor, notice of acceleration, notice of intent          
to  accelerate,  protest, or other formalities  of          
any kind, all of which are hereby expressly waived          
by the Borrower.                                            

  16.2.0.0.1.0.2.       Termination   of
Commitments.   Terminate the Commitments  and  the          
obligation of the Issuing Bank to issue Letters of          
Credit without notice to the Borrower.                      

 16.2.0.0.1.0.3.      Judgment.   Reduce
any claim to judgment.                                      

    16.2.0.0.1.0.4.         Foreclosure.
Foreclose or otherwise enforce any Lien granted to          
the  Agent  for  the  benefit of  itself  and  the          
Lenders to secure payment and performance  of  the          
Obligations  in accordance with the terms  of  the          
Loan Documents.                                             

 16.2.0.0.1.0.5.      Rights.   Exercise
any  and all rights and remedies afforded  by  the          
laws   of   the  State  of  Texas  or  any   other          
jurisdiction,  by  any of the Loan  Documents,  by          
equity, or otherwise.                                       

Provided, however, that upon the occurrence of an Event               
of Default under Subsection (d) or (e) of Section 11.1,               
the   Commitments  of  all  of  the  Lenders  and   the               
obligation  of  the Issuing Bank to  issue  Letters  of               
Credit   shall   automatically   terminate,   and   the               
outstanding  principal  of  and  accrued   and   unpaid               
interest on the Notes and all other obligations of  the               
Borrower  under  the  Loan  Documents  shall  thereupon               
become  immediately  due  and payable  without  notice,               
demand,  presentment,  notice of  dishonor,  notice  of               
acceleration, notice of intent to accelerate,  protest,               
or  other  formalities of any kind, all  of  which  are               
hereby expressly waived by the Borrower.                              

16.2.0.0.2.    If an Event of Default shall  have         
occurred  and  be  continuing, each  Lender  is  hereby               
authorized  at any time and from time to time,  without               
notice  to  the Borrower (any such notice being  hereby               
expressly waived by the Borrower), to set off and apply               
any  and  all  deposits (general or  special,  time  or               
demand,  provisional or final) at  any  time  held  and               
other indebtedness at any time owing by such Lender  to               
or  for  the  credit  or the account  of  the  Borrower               
against  any and all of the obligations of the Borrower               
now  or  hereafter existing under this Agreement,  such               
Lender's Note, or any other Loan Document, irrespective               
of  whether or not the Agent or such Lender shall  have               
made  any  demand under this Agreement or such Lender's               
Note  or  such  other Loan Document and  although  such               
obligations  may  be  unmatured.   Each  Lender  agrees               
promptly  to  notify the Borrower (with a copy  to  the               
Agent  and  to each Lender) after any such  setoff  and               
application,  provided that the failure  to  give  such               
notice shall not affect the validity of such setoff and               
application.   The rights and remedies of  each  Lender               
hereunder are in addition to other rights and  remedies               
(including, without limitation, other rights of setoff)               
which such Lender may have.                                           

Section 16.3.  Cash Collateral.  If an Event of Default               
shall have occurred and be continuing the Borrower shall, if                    
requested  by the Agent or Required Lenders, pledge  to  the                    
Agent   as  security  for  the  Obligations  an  amount   in                    
immediately  available funds equal to the  then  outstanding                    
Letter  of  Credit Liabilities, such funds to be held  in  a                    
cash  collateral account at the Agent without any  right  of                    
withdrawal by the Borrower.                                                     

Section  16.4.   Performance by  the  Agent.   If  the              
Borrower shall fail to perform any covenant or agreement  in                    
accordance with the terms of the Loan Documents,  the  Agent                    
may,  at  the  direction  of Required  Lenders,  perform  or                    
attempt  to perform such covenant or agreement on behalf  of                    
the  Borrower.   In such event, the Borrower shall,  at  the                    
request  of  the  Agent, promptly pay any amount  reasonably                    
expended by the Agent or the Lenders in connection with such                    
performance  or attempted performance to the  Agent  at  the                    
Principal  Office,  together with interest  thereon  at  the                    
Default Rate from and including the date of such expenditure                    
to  but excluding the date such expenditure is paid in full.                    
Notwithstanding the                                                             

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foregoing, it is expressly agreed that neither the Agent nor                    
any  Lender  shall have any liability or responsibility  for                    
the performance of any obligation of the Borrower under this                    
Agreement or any of the other Loan Documents.                                   

ARTICLE 17.                   

The Agent                   

Section 17.1.  Appointment, Powers and Immunities.  In              
order  to expedite the various transactions contemplated  by                    
this  agreement,  the  Lenders and the Issuing  Bank  hereby                    
irrevocably appoint and authorize Wells Fargo Bank  (Texas),                    
National  Association to act as their  Agent  hereunder  and                    
under  each  of the other Loan Documents.  Wells Fargo  Bank                    
(Texas),  National Association consents to such  appointment                    
and  agrees to perform the duties of the Agent as  specified                    
herein.   The  Lenders and the Issuing  Bank  authorize  and                    
direct  the Agent to take such action in their name  and  on                    
their  behalf  under the terms and provisions  of  the  Loan                    
Documents  and to exercise such rights and powers thereunder                    
as  are  specifically delegated to or required of the  Agent                    
for  the Lenders and/or the Issuing Bank, together with such                    
rights and powers as are reasonably incidental thereto.  The                    
Agent is hereby expressly authorized to act as the Agent  on                    
behalf of itself, the other Lenders and the Issuing Bank:                       

17.1.0.0.1.    To receive on behalf of each of the          
Lenders  and the Issuing Bank any payment of principal,               
interest,  fees  (except  for  the  annual  agent   fee               
described  in  Section 2.9(b)) or  other  amounts  paid               
pursuant  to  this  Agreement  and  the  Notes  and  to               
distribute to each Lender and/or the Issuing  Bank  its               
share  of all payments so received as provided in  this               
Agreement;                                                            

17.1.0.0.2.    To receive all documents and items         
to be furnished under the Loan Documents;                             

17.1.0.0.3.    To act as nominee for and on behalf          
of  the  Lenders and the Issuing Bank in and under  the               
Loan Documents;                                                       

17.1.0.0.4.     To arrange for the means  whereby         
the Advances are to be made available to the Borrower;                

17.1.0.0.5.    To distribute to the  Lenders  and         
the   Issuing  Bank  information,  requests,   notices,               
payments,   prepayments,  documents  and  other   items               
received   from  the  Borrower,  the  other   Obligated               
Parties, and other Persons;                                           

17.1.0.0.6.     To  execute and  deliver  to  the         
Borrower,  the  other  Obligated  Parties,  and   other               
Persons, all requests, demands, approvals, notices, and               
consents  received  from the Lenders  and  the  Issuing               
Bank;                                                                 

17.1.0.0.7.    To the extent permitted by the Loan          
Documents, to exercise on behalf of each Lender and the               
Issuing Bank all rights and remedies of Lenders and the               
Issuing  Bank  upon  the occurrence  of  any  Event  of               
Default;                                                              

17.1.0.0.8.     To serve as liaison  between  the         
Lenders, the Issuing Bank and the Borrower with respect               
to  future negotiations, amendments and waivers of  the               
terms  of  this Agreement and transmittal of copies  of               
such  amendments  and  waivers for  signature  to  each               
Lender and the Issuing Bank;                                          

17.1.0.0.9.    To receive signed copies  of  this         
Agreement,  future amendments hereto,  waivers  of  any               
terms hereof, and related documents comprising the Loan               

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Documents,   and   provide   appropriate   signed    or               
reproduction copies thereof to each Lender, the Issuing               
Bank and the Borrower;                                                

17.1.0.0.10.   To forward to each Lender and  the         
Issuing  Bank copies of all Loan Documents and opinions               
furnished to Agent under this Agreement or any  of  the               
other Loan Documents;                                                 

17.1.0.0.11.    To receive notices  of  Defaults,         
copies  of which shall be forwarded to all Lenders  and               
the  Issuing  Bank, and any waivers of  Defaults  under               
this  Agreement  and  forward  copies  thereof  to  all               
Lenders and the Issuing Bank;                                         

17.1.0.0.12.    To  advise each  Lender  and  the         
Issuing  Bank  of all notices received or furnished  by               
Agent hereunder;                                                      

17.1.0.0.13.   To take such other actions as  may         
be requested by Required Lenders; and                                 

17.1.0.0.14.   To accept, execute, and deliver any          
and all security documents as the secured party.                      

Neither the Agent nor any of its Affiliates, officers,              
directors, employees, attorneys, or agents shall  be  liable                    
to  the Lenders for any action taken or omitted to be  taken                    
by  any  of  them hereunder or otherwise in connection  with                    
this Agreement or any of the other Loan Documents except for                    
its  or  their  own gross negligence or willful  misconduct.                    
Without  limiting the generality of the preceding  sentence,                    
the  Agent (i) may treat the payee of any Note as the holder                    
thereof  until  the  Agent receives written  notice  of  the                    
assignment or transfer thereof signed by such payee  and  in                    
form satisfactory to the Agent; (ii) shall have no duties or                    
responsibilities except those expressly set  forth  in  this                    
Agreement  and the other Loan Documents, and  shall  not  by                    
reason  of  this Agreement or any other Loan Document  be  a                    
trustee  or  fiduciary for any Lender or the  Issuing  Bank;                    
(iii)  shall  not be required to initiate any litigation  or                    
collection  proceedings hereunder or under  any  other  Loan                    
Document except to the extent requested by Required Lenders;                    
(iv)  shall not be responsible to the Lenders or the Issuing                    
Bank  for  any  recitals,  statements,  representations   or                    
warranties  contained in this Agreement or  any  other  Loan                    
Document,  or any certificate or other document referred  to                    
or  provided for in, or received by any of them under,  this                    
Agreement  or  any other Loan Document, or  for  the  value,                    
validity,  effectiveness, enforceability, or sufficiency  of                    
this  Agreement  or  any other Loan Document  or  any  other                    
document  referred to or provided for herein or  therein  or                    
for  any  failure  by  any Person  to  perform  any  of  its                    
obligations  hereunder or thereunder; (v) may  consult  with                    
legal   counsel   (including  counsel  for  the   Borrower),                    
independent  public accountants, and other experts  selected                    
by  it  and  shall  not be liable for any  action  taken  or                    
omitted  to be taken in good faith by it in accordance  with                    
the  advice  of such counsel, accountants, or  experts;  and                    
(vi)  shall  incur no liability under or in respect  of  any                    
Loan   Document   by   acting  upon  any  notice,   consent,                    
certificate, or other instrument or writing believed  by  it                    
to  be  genuine  and signed or sent by the proper  party  or                    
parties.   As to any matters not expressly provided  for  by                    
this  Agreement,  the  Agent shall in  all  cases  be  fully                    
protected in acting, or in refraining from acting, hereunder                    
in  accordance with instructions signed by Required Lenders,                    
and  such  instructions of Required Lenders and  any  action                    
taken or failure to act pursuant thereto shall be binding on                    
all  of the Lenders; provided, however, that the Agent shall                    
not  be required to take any action which exposes the  Agent                    
to personal liability or which is contrary to this Agreement                    
or any other Loan Document or applicable law.                                   

Section  17.2.   Rights of Agent as  a  Lender.   With              
respect  to its Commitment, the Advances made by it and  the                    
Notes  issued  to  it,  Wells Fargo Bank  (Texas),  National                    
Association in its capacity as a Lender hereunder shall have                    
the same rights and powers hereunder as any other Lender and                    
may  exercise the same as though it were not acting  as  the                    
Agent, and the term "Lender" or "Lenders" shall, unless  the                    
context  otherwise  indicates,  include  the  Agent  in  its                    
individual  capacity.   The Agent  and  its  Affiliates  may                    
(without  having to account therefor to any  Lender)  accept                    
deposits   from,  lend  money  to,  act  as  trustee   under                    
indentures  of,  provide merchant banking services  to,  and                    
generally engage in any kind of business                                        

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with  the  Borrower,  any  of its  Subsidiaries,  any  other                    
Obligated  Party, and any other Person who may  do  business                    
with  or own securities of the Borrower, any Subsidiary,  or                    
any  other Obligated Party, all as if it were not acting  as                    
the  Agent and without any duty to account therefor  to  the                    
Lenders.                                                                        

Section 17.3.  Sharing of Payments, Etc.  If any Lender               
shall obtain any payment of any principal of or interest  on                    
any  Advance made by it under this Agreement or  payment  of                    
any  other obligation under the Loan Documents then owed  by                    
the  Borrower  or any other Obligated Party to such  Lender,                    
whether voluntary, involuntary, through the exercise of  any                    
right  of  set-off, banker's lien, counterclaim  or  similar                    
right,  or  otherwise,  in excess  of  its  pro  rata  share                    
(calculated (i) pursuant to Section 3.5 in respect of letter                    
of credit fees, and (ii) for all other of the Obligations on                    
the  basis  of the unpaid principal of and interest  on  the                    
Revolving  Credit Loan, the Swing Loan and LC Participations                    
and  SL  Participations  held  by  it),  such  Lender  shall                    
promptly  purchase from the other Lenders participations  in                    
the  Obligations owed to them hereunder in such amounts, and                    
make  such other adjustments from time to time as  shall  be                    
necessary  to  cause  such purchasing Lender  to  share  the                    
excess  payment  ratably with each of the other  Lenders  in                    
accordance with its pro rata portion thereof.  To such  end,                    
all  of the Lenders shall make appropriate adjustments among                    
themselves  (by  the  resale  of  participations   sold   or                    
otherwise)  if all or any portion of such excess payment  is                    
thereafter  rescinded or must otherwise  be  restored.   The                    
Borrower agrees, to the fullest extent it may effectively do                    
so  under  applicable law, that any Lender so  purchasing  a                    
participation in the Advances and LC Participations made  by                    
the  other  Lenders  may  exercise all  rights  of  set-off,                    
banker's lien, counterclaim, or similar rights with  respect                    
to  such  participation as fully as if such  Lender  were  a                    
direct   holder  of  Advances  to,  or  Letter   of   Credit                    
Disbursements for the account of, the Borrower in the amount                    
of  such  participation.   Nothing  contained  herein  shall                    
require  any  Lender  to exercise any such  right  or  shall                    
affect  the right of any Lender to exercise, and retain  the                    
benefits of exercising, any such right with respect  to  any                    
other indebtedness or obligation of the Borrower.                               

Section  17.4.   Indemnification.  THE LENDERS  HEREBY              
AGREE  TO INDEMNIFY THE AGENT AND THE ISSUING BANK FROM  AND                    
HOLD THE AGENT AND THE ISSUING BANK HARMLESS AGAINST (TO THE                    
EXTENT  NOT  REIMBURSED UNDER SECTIONS 13.1  AND  13.2,  BUT                    
WITHOUT  LIMITING  THE  OBLIGATIONS OF  THE  BORROWER  UNDER                    
SECTIONS  13.1 AND 13.2), RATABLY IN ACCORDANCE  WITH  THEIR                    
RESPECTIVE    COMMITMENTS,   ANY   AND   ALL    LIABILITIES,                    
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS,                    
DEFICIENCIES,  SUITS, COSTS, EXPENSES (INCLUDING  REASONABLE                    
ATTORNEYS'  FEES), AND DISBURSEMENTS OF ANY KIND  OR  NATURE                    
WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED                    
AGAINST  THE AGENT AND THE ISSUING BANK IN ANY WAY  RELATING                    
TO OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY ACTION                    
TAKEN  OR  OMITTED TO BE TAKEN BY THE AGENT AND THE  ISSUING                    
BANK  UNDER  OR  IN  RESPECT OF ANY OF THE  LOAN  DOCUMENTS;                    
PROVIDED,  FURTHER, THAT NO LENDER SHALL BE LIABLE  FOR  ANY                    
PORTION OF THE FOREGOING TO THE EXTENT CAUSED BY THE AGENT'S                    
OR   THE   ISSUING  BANK'S  GROSS  NEGLIGENCE   OR   WILLFUL                    
MISCONDUCT.   WITHOUT LIMITING ANY OTHER PROVISION  OF  THIS                    
SECTION, EACH LENDER AGREES TO REIMBURSE THE AGENT  AND  THE                    
ISSUING  BANK  PROMPTLY UPON DEMAND FOR ITS PRO  RATA  SHARE                    
(CALCULATED ON THE BASIS OF THE COMMITMENTS) OF ANY AND  ALL                    
OUT-OF-POCKET  EXPENSES  (INCLUDING  REASONABLE   ATTORNEYS'                    
FEES)  INCURRED  BY  THE  AGENT  AND  THE  ISSUING  BANK  IN                    
CONNECTION   WITH  THE  PREPARATION,  EXECUTION,   DELIVERY,                    
ADMINISTRATION,  MODIFICATION,  AMENDMENT   OR   ENFORCEMENT                    
(WHETHER   THROUGH  NEGOTIATIONS,  LEGAL   PROCEEDINGS,   OR                    
OTHERWISE)  OF,  OR  LEGAL ADVICE IN RESPECT  OF  RIGHTS  OR                    
RESPONSIBILITIES UNDER, THE LOAN DOCUMENTS,  TO  THE  EXTENT                    
THAT  THE  AGENT  OR THE ISSUING BANK IS NOT REIMBURSED  FOR                    
SUCH EXPENSES BY THE BORROWER.                                                  

Section  17.5.   Independent Credit  Decisions.   Each              
Lender agrees that it has independently and without reliance                    
on  the  Agent,  the Issuing Bank or any other  Lender,  and                    
based  on  such documents and information as it  has  deemed                    
appropriate,  made its own credit analysis of  the  Borrower                    
and  decision to enter into this Agreement and that it will,                    
independently  and  without reliance  upon  the  Agent,  the                    
Issuing                                                                         

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Bank or any other Lender, and based upon such documents  and                    
information  as  it  shall  deem appropriate  at  the  time,                    
continue to make its own analysis and decisions in taking or                    
not  taking action under this Agreement or any of the  other                    
Loan  Documents.   The Agent shall not be required  to  keep                    
itself  informed as to the performance or observance by  the                    
Borrower  or  any Obligated Party of this Agreement  or  any                    
other Loan Document or to inspect the properties or books of                    
the  Borrower  or any Obligated Party.  Except for  notices,                    
reports   and  other  documents  and  information  expressly                    
required to be furnished to the Lenders and the Issuing Bank                    
by  the  Agent hereunder or under the other Loan  Documents,                    
neither  the Agent nor the Issuing Bank shall have any  duty                    
or  responsibility to provide any Lender with any credit  or                    
other   financial   information  concerning   the   affairs,                    
financial  condition  or business of  the  Borrower  or  any                    
Obligated Party (or any of their Affiliates) which may  come                    
into the possession of the Agent, the Issuing Bank or any of                    
their Affiliates.                                                               

Section  17.6.  Several Commitments.  The  Commitments              
and  other  obligations of the Lenders under this  Agreement                    
are several.  The default by any Lender in making an Advance                    
in  accordance  with its Commitment shall  not  relieve  the                    
other Lenders of their obligations under this Agreement.  In                    
the  event  of  any  default by any  Lender  in  making  any                    
Advance, each nondefaulting bank shall be obligated to  make                    
its Advance but shall not be obligated to advance the amount                    
which   the  defaulting  Lender  was  required  to   advance                    
hereunder.   In  no event shall any Lender  be  required  to                    
advance  an  amount or amounts which shall in the  aggregate                    
exceed  such  Lender's  Commitment.   No  Lender  shall   be                    
responsible for any act or omission of any other Lender.                        

Section  17.7.   Successor  Agent.   Subject  to  the             
appointment and acceptance of a successor Agent as  provided                    
below,  the  Agent may resign at any time by  giving  notice                    
thereof  to  the Lenders, the Issuing Bank and the  Borrower                    
and  the  Agent may be removed at any time with  or  without                    
cause  by  Required Lenders.  Upon any such  resignation  or                    
removal,  Required Lenders will have the right to appoint  a                    
successor Agent.  If no successor Agent shall have  been  so                    
appointed  by Required Lenders and shall have accepted  such                    
appointment  within  thirty (30)  days  after  the  retiring                    
Agent's  giving  of notice of resignation  or  the  Required                    
Lenders'  removal of the retiring Agent, then  the  retiring                    
Agent  may,  on behalf of the Lenders and the Issuing  Bank,                    
appoint a successor Agent, which shall be a commercial  bank                    
organized under the laws of the United States of America  or                    
any State thereof and having combined capital and surplus of                    
at  least One Hundred Million Dollars ($100,000,000).   Upon                    
the  acceptance of its appointment as successor Agent,  such                    
successor Agent shall thereupon succeed to and become vested                    
with  all rights, powers, privileges, immunities, and duties                    
of  the  resigning  or removed Agent, and the  resigning  or                    
removed  Agent  shall  be discharged  from  its  duties  and                    
obligations  under  this  Agreement  and  the   other   Loan                    
Documents.   After  any Agent's resignation  or  removal  as                    
Agent, the provisions of this Article XII shall continue  in                    
effect  for its benefit in respect of any actions  taken  or                    
omitted to be taken by it while it was the Agent.  After the                    
retiring Agent's resignation or removal hereunder as  Agent,                    
each  reference  herein to a place of giving  of  notice  or                    
delivery  to Agent shall be deemed to refer to the principal                    
office  of  the  successor Agent as it may specify  to  each                    
party hereto.                                                                   

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ARTICLE 18.                   

Miscellaneous                   

Section 18.1.  Expenses.  The Borrower hereby agrees to               
pay  on demand: (a) all reasonable costs and expenses of the                    
Agent   and  the  Issuing  Bank  in  connection   with   the                    
preparation,  negotiation, execution, and delivery  of  this                    
Agreement  and  the other Loan Documents  and  any  and  all                    
amendments,   modifications,   renewals,   extensions,   and                    
supplements   thereof   and  thereto,   including,   without                    
limitation,  the  reasonable  fees  and  expenses  of  legal                    
counsel  for the Agent and the Issuing Bank, (b)  all  costs                    
and  expenses of the Agent, the Issuing Bank and the Lenders                    
in  connection with any Default and the enforcement of  this                    
Agreement  or  any  other Loan Document, including,  without                    
limitation, the fees and expenses of legal counsel  for  the                    
Agent,  the Issuing Bank and the Lenders, (c) all  transfer,                    
stamp, documentary, or other similar taxes, assessments,  or                    
charges  levied by any Governmental Authority in respect  of                    
this  Agreement or any of the other Loan Documents, (d)  all                    
costs, expenses, assessments, and other charges incurred  in                    
connection  with  any  filing, registration,  recording,  or                    
perfection  of  any  security  interest  or  Lien,  if  any,                    
contemplated  by this Agreement or any other Loan  Document,                    
and  (e) all other costs and expenses incurred by the  Agent                    
and  the  Issuing Bank in connection with this Agreement  or                    
any other Loan Document.                                                        

Section  18.2.  INDEMNIFICATION.  THE BORROWER  HEREBY              
AGREES  TO  INDEMNIFY THE AGENT, THE ISSUING BANK  AND  EACH                    
LENDER  AND  EACH  AFFILIATE THEREOF  AND  THEIR  RESPECTIVE                    
OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AND AGENTS  FROM,                    
AND  HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES,                    
LIABILITIES,   CLAIMS,   DAMAGES,   PENALTIES,    JUDGMENTS,                    
DISBURSEMENTS,  COSTS,  AND EXPENSES  (INCLUDING  REASONABLE                    
ATTORNEYS'  FEES)  TO WHICH ANY OF THEM MAY  BECOME  SUBJECT                    
WHICH DIRECTLY OR INDIRECTLY ARISE FROM OR RELATE TO (a) THE                    
NEGOTIATION,      EXECUTION,     DELIVERY,      PERFORMANCE,                    
ADMINISTRATION, OR ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS,                    
(b)  ANY  OF  THE  TRANSACTIONS  CONTEMPLATED  BY  THE  LOAN                    
DOCUMENTS,   (c)   ANY  BREACH  BY  THE  BORROWER   OF   ANY                    
REPRESENTATION,  WARRANTY,  COVENANT,  OR  OTHER   AGREEMENT                    
CONTAINED  IN  ANY OF THE LOAN DOCUMENTS, (d) THE  PRESENCE,                    
RELEASE,  THREATENED RELEASE, DISPOSAL, REMOVAL, OR  CLEANUP                    
OF  ANY  HAZARDOUS  MATERIAL LOCATED ON, ABOUT,  WITHIN,  OR                    
AFFECTING ANY OF THE PROPERTIES OR ASSETS OF THE BORROWER OR                    
ANY SUBSIDIARY, (e) THE USE OR PROPOSED USE OF ANY LETTER OF                    
CREDIT,  (f)  ANY  AND  ALL TAXES, LEVIES,  DEDUCTIONS,  AND                    
CHARGES  IMPOSED ON THE ISSUING BANK OR ANY OF  THE  ISSUING                    
BANK'S CORRESPONDENTS IN RESPECT OF ANY LETTER OF CREDIT, OR                    
(g)  ANY  INVESTIGATION, LITIGATION,  OR  OTHER  PROCEEDING,                    
INCLUDING, WITHOUT LIMITATION, ANY THREATENED INVESTIGATION,                    
LITIGATION,  OR  OTHER PROCEEDING RELATING  TO  ANY  OF  THE                    
FOREGOING  AND ANY LEGAL PROCEEDING RELATING  TO  ANY  COURT                    
ORDER, INJUNCTION OR OTHER PROCESS OR DECREE RESTRAINING  OR                    
SEEKING TO RESTRAIN THE ISSUING BANK FROM PAYING ANY  AMOUNT                    
UNDER  ANY LETTER OF CREDIT.  WITHOUT LIMITING ANY PROVISION                    
OF  THIS AGREEMENT OR OF ANY OTHER LOAN DOCUMENT, IT IS  THE                    
EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH PERSON  TO                    
BE  INDEMNIFIED UNDER THIS SECTION SHALL BE INDEMNIFIED FROM                    
AND  HELD  HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES,                    
CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS,                    
AND  EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING                    
OUT OF OR RESULTING FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE                    
OF  SUCH  PERSON;  PROVIDED  HOWEVER,  NO  PERSON  SHALL  BE                    
INDEMNIFIED  HEREUNDER  FOR  ITS  OWN  GROSS  NEGLIGENCE  OR                    
WILLFUL MISCONDUCT.                                                             

Section 18.3.  Limitation of Liability.  None  of  the              
Agent,  the  Issuing  Bank, any Lender,  or  any  Affiliate,                    
officer,  director,  employee, attorney,  or  agent  thereof                    
shall have any liability with respect to,                                       

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and the Borrower hereby waives, releases, and agrees not  to                    
sue  any  of them upon, any claim for any special, indirect,                    
incidental, or consequential damages suffered or incurred by                    
the  Borrower in connection with, arising out of, or in  any                    
way  related  to, this Agreement or any of  the  other  Loan                    
Documents, or any of the transactions contemplated  by  this                    
Agreement  or  any  of  the other Loan Documents,  including                    
without limitation, any damages suffered or incurred by  the                    
Borrower  in  connection with Swing Loan  Advances  made  by                    
telephonic notice pursuant to Section 2.7(a) hereto,  except                    
for such Person's gross negligence or willful misconduct.                       

Section  18.4.  No Duty.  All attorneys,  accountants,              
appraisers,  and other professional Persons and  consultants                    
retained  by  the  Agent, the Issuing Bank and  the  Lenders                    
shall  have the right to act exclusively in the interest  of                    
the  Agent, the Issuing Bank and the Lenders and shall  have                    
no  duty  of disclosure, duty of loyalty, duty of  care,  or                    
other duty or obligation of any type or nature whatsoever to                    
the  Borrower or any of the Borrower's shareholders  or  any                    
other Person.                                                                   

Section   18.5.   No  Fiduciary  Relationship.    The             
relationship  between the Borrower and each of  the  Issuing                    
Bank  and the Lenders is solely that of debtor and creditor,                    
and  neither the Agent, the Issuing Bank nor any Lender  has                    
any   fiduciary  or  other  special  relationship  with  the                    
Borrower,  and  no  term or condition of  any  of  the  Loan                    
Documents  shall be construed so as to deem the relationship                    
between  the  Borrower and any of the Issuing Bank  and  the                    
Lenders to be other than that of debtor and creditor.                           

Section   18.6.   Equitable  Relief.   The   Borrower             
recognizes  that  in the event the Borrower  fails  to  pay,                    
perform,   observe,  or  discharge  any  or   all   of   the                    
Obligations,  any remedy at law may prove to  be  inadequate                    
relief to the Agent, the Issuing Bank and the Lenders.   The                    
Borrower  therefore agrees that the Agent, the Issuing  Bank                    
and  the  Lenders,  if the Agent, the Issuing  Bank  or  the                    
Lenders  so  request,  shall be entitled  to  temporary  and                    
permanent  injunctive relief in any such  case  without  the                    
necessity of proving actual damages.                                            

Section  18.7.   No Waiver; Cumulative  Remedies.   No              
failure  on the part of the Agent, the Issuing Bank  or  any                    
Lender to exercise and no delay in exercising, and no course                    
of  dealing with respect to, any right, power, or  privilege                    
under this Agreement shall operate as a waiver thereof,  nor                    
shall any single or partial exercise of any right, power, or                    
privilege under this Agreement preclude any other or further                    
exercise thereof or the exercise of any other right,  power,                    
or  privilege.  The rights and remedies provided for in this                    
Agreement  and  the other Loan Documents are cumulative  and                    
not exclusive of any rights and remedies provided by law.                       

Section 18.8.  Successors and Assigns.                                

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18.8.0.0.1.     This Agreement shall  be  binding         
upon  and  inure  to the benefit of the parties  hereto               
and  their  respective  successors  and  assigns.   The               
Borrower  may not assign or transfer any of its  rights               
or  obligations  hereunder without  the  prior  written               
consent of the Agent, the Issuing Bank and all  of  the               
Lenders.  Any Lender may sell participations to one  or               
more  banks  or other institutions in or to  all  or  a               
portion  of  its  rights  and  obligations  under  this               
Agreement  and  the  other Loan  Documents  (including,               
without limitation, all or a portion of its Commitments               
and  the Advances owing to it and the LC Participations               
held  by it); provided, however, that (i) such Lender's               
obligations  under this Agreement and  the  other  Loan               
Documents    (including,   without   limitation,    its               
Commitment)  shall remain unchanged, (ii)  such  Lender               
shall remain solely responsible to the Borrower for the               
performance  of  such obligations,  (iii)  such  Lender               
shall   remain   the  holder  of  its   Note   and   LC               
Participations for all purposes of this Agreement, (iv)               
the Borrower shall continue to deal solely and directly               
with  such  Lender  in connection  with  such  Lender's               
rights  and  obligations under this Agreement  and  the               
other  Loan  Documents, and (v) such Lender  shall  not               
sell  a  participation that conveys to the  participant               
the  right  to vote or give or withhold consents  under               
this  Agreement or any other Loan Document, other  than               
the  right to vote upon or consent to (A) any  increase               
of  such Lender's Commitment, (B) any reduction of  the               
principal  amount of, or interest to be  paid  on,  the               
Advances and LC Participations of such Lender, (C)  any               
reduction of any commitment fee or other amount payable               
to  such  Lender under any Loan Document,  or  (D)  any               
postponement of any date for the payment of any  amount               
payable in respect of the Advances or LC Participations               
of such Lender.                                                       
18.8.0.0.2.     The  Borrower  and  each  of  the         
Issuing Bank and the Lenders agree that any Lender (the               
"Assigning Lender") may at any time assign  to  one  or               
more Eligible Assignees all, or a proportionate part of               
all, of its rights and obligations under this Agreement               
and   the  other  Loan  Documents  (including,  without               
limitation,   its  Commitment  and  Advances   and   LC               
Participations)   (each   an   "Assignee");   provided,               
however, that (i) each such assignment shall  be  of  a               
consistent, and not a varying, percentage of all of the               
Assigning  Lender's rights and obligations  under  this               
Agreement and the other Loan Documents, (ii) except  in               
the  case of an assignment of all of a Lender's  rights               
and obligations under this Agreement and the other Loan               
Documents,  the  amount  of  the  Commitment   of   the               
Assigning  Lender  being  assigned  pursuant  to   each               
assignment (determined as of the date of the Assignment               
and  Acceptance with respect to such assignment)  shall               
in   no   event  be  less  than  Five  Million  Dollars               
($5,000,000.00),  and (iii) the parties  to  each  such               
assignment shall execute and deliver to the  Agent  for               
its  acceptance  and  recording  in  the  Register  (as               
defined  below), an Assignment and Acceptance, together               
with  the  Note  subject  to  such  assignment,  and  a               
processing  and  recordation  fee  of  Three   Thousand               
Dollars  ($3000.00).  Upon  such  execution,  delivery,               
acceptance, and recording, from and after the effective               
date specified in each Assignment and Acceptance, which               
effective date shall be at least five (5) Business Days               
after  the  execution thereof, or, if so  specified  in               
such  Assignment and Acceptance, the date of acceptance               
thereof by the Agent, (x) the assignee thereunder shall               
be a party hereto as a "Lender" and, to the extent that               
rights and obligations hereunder have been assigned  to               
it pursuant to such Assignment and Acceptance, have the               
rights and obligations of a Lender hereunder and  under               
the  Loan Documents and (y) the Assigning Lender shall,               
to  the  extent  that rights and obligations  hereunder               
have  been  assigned by it pursuant to such  Assignment               
and  Acceptance, relinquish its rights and be  released               
from its obligations under this Agreement and the other               
Loan  Documents (and, in the case of an Assignment  and               
Acceptance covering all or the remaining portion of  an               
Assigning  Lender's  rights and obligations  under  the               
Loan Documents, such Assigning Lender shall cease to be               
a party thereto).                                                     

18.8.0.0.3.     By  executing and  delivering  an         
Assignment and Acceptance, the Assigning Lender and the               
Assignee  thereunder  confirm to and  agree  with  each               
other  and  the  other parties hereto as  follows:  (i)               
other than as provided in such Assignment and                         

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Acceptance,    such   Assigning   Lender    makes    no               
representation    or   warranty    and    assumes    no               
responsibility   with  respect   to   any   statements,               
warranties, or representations made in or in connection               
with  the  Loan  Documents or the execution,  legality,               
validity, and enforceability, genuineness, sufficiency,               
or  value of the Loan Documents or any other instrument               
or  document  furnished  pursuant  thereto;  (ii)  such               
Assigning  Lender makes no representation  or  warranty               
and  assures  no  responsibility with  respect  to  the               
financial  condition of the Borrower or  any  Obligated               
Party  or the performance or observance by the Borrower               
or  any  Obligated Party of its obligations  under  the               
Loan  Documents; (iii) such assignee confirms  that  it               
has  received  a  copy  of the  other  Loan  Documents,               
together   with  copies  of  the  financial  statements               
referred to in Section 7.2 and such other documents and               
information  as it has deemed appropriate to  make  its               
own  credit  analysis and decision to enter  into  such               
Assignment  and  Acceptance; (iv) such  assignee  will,               
independently and without reliance upon the Agent,  the               
Issuing  Bank or any Lender and based on such documents               
and  information  as it shall deem appropriate  at  the               
time,  continue  to  make its own credit  decisions  in               
taking  or  not taking action under this Agreement  and               
the  other  Loan Documents; (v) such assignee  confirms               
that  it  is  an Eligible Assignee; (vi) such  assignee               
appoints  and authorizes the Agent to take such  action               
as  agent on its behalf and exercise such powers  under               
the Loan Documents are as delegated to the Agent by the               
terms  thereof,  together  with  such  powers  as   are               
reasonably incidental thereto; and (vii) such  assignee               
agrees  that it will perform in accordance  with  their               
terms all of the obligations which by the terms of  the               
Loan Documents are required to be performed by it as  a               
Lender.                                                               

18.8.0.0.4.     The Agent shall maintain  at  its         
Principal   Office  a  copy  of  each  Assignment   and               
Acceptance  delivered  to and  accepted  by  it  and  a               
register for the recordation of the names and addresses               
of  the  Lenders and the Commitment of,  and  principal               
amount  of the Advances owing to, and LC Participations               
held   by,   each  Lender  from  time  to   time   (the               
"Register").   The  entries in the  Register  shall  be               
conclusive   and  binding  for  all  purposes,   absent               
manifest  error,  and  the  Borrower,  the  Agent,  the               
Issuing  Bank  and  the Lenders may treat  each  Person               
whose  name  is recorded in the Register  as  a  Lender               
hereunder  for  all purposes under the Loan  Documents.               
The  Register shall be available for inspection by  the               
Borrower,  any  Lender  or  the  Issuing  Bank  at  any               
reasonable  time and from time to time upon  reasonable               
prior notice.                                                         

18.8.0.0.5.    Upon its receipt of an  Assignment         
and  Acceptance  executed by an  assigning  Lender  and               
assignee  representing that it is an Eligible Assignee,               
together with any Note subject to such assignment,  the               
Agent shall, if such Assignment and Acceptance has been               
completed  and is in substantially the form of  Exhibit               
"E"  hereto, (i) accept such Assignment and Acceptance,               
(ii)  record the information contained therein  in  the               
Register, and (iii) give prompt written notice  thereof               
to  the Borrower.  Within five (5) Business Days  after               
its  receipt  of  such  notice, the  Borrower,  at  its               
expense,  shall  execute and deliver to  the  Agent  in               
exchange  for the surrendered Note a new  Note  to  the               
order  of such Eligible Assignee in an amount equal  to               
the   Commitment  assumed  by  it  pursuant   to   such               
Assignment and Acceptance and, if the assigning  Lender               
has  retained a Commitment, a new Note to the order  of               
the   assigning  Lender  in  an  amount  equal  to  the               
Commitment   retained  by  it  hereunder   (each   such               
promissory note shall constitute a "Note" for  purposes               
of  the Loan Documents).  Such new Notes shall be in an               
aggregate  principal  amount of the  surrendered  Note,               
shall  be  dated the effective date of such  Assignment               
and Acceptance, and shall otherwise be in substantially               
the form of Exhibit "A-1" hereto.                                     

18.8.0.0.6.    Any Lender may, in connection with         
any  assignment or participation or proposed assignment               
or  participation pursuant to this Section, disclose to               
the  assignee  or participant or proposed  assignee  or               
participant,  any information relating to the  Borrower               
or  its Subsidiaries furnished to such Lender by or  on               
behalf of the Borrower or its Subsidiaries.                           

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Section  18.9.   Survival.   All  representations  and              
warranties made in this Agreement or any other Loan Document                    
or  in any document, statement, or certificate furnished  in                    
connection  with this Agreement shall survive the  execution                    
and delivery of this Agreement and the other Loan Documents,                    
and  no investigation by the Agent, the Issuing Bank or  any                    
Lender  or any closing shall affect the representations  and                    
warranties  or the right of the Agent, the Issuing  Bank  or                    
any  Lender  to  rely upon them.  Without prejudice  to  the                    
survival  of any other obligation of the Borrower hereunder,                    
the obligations of the Borrower under Article V and Sections                    
13.1  and  13.2  shall survive repayment of  the  Notes  and                    
termination of the Commitments and the Letters of Credit.                       

Section 18.10. Amendments, Etc.  No amendment or waiver               
of  any provision of this Agreement, the Notes, or any other                    
Loan  Document to which the Borrower or any Obligated  Party                    
is a party, nor any consent to any departure by the Borrower                    
or   Obligated  Party  therefrom,  shall  in  any  event  be                    
effective unless the same shall be agreed or consented to by                    
Required Lenders and the Borrower or the Obligated Party, as                    
applicable,  and  each  such  waiver  or  consent  shall  be                    
effective only in the specific instance and for the specific                    
purpose  for  which  given;  provided,  that  no  amendment,                    
waiver,  or consent shall, unless in writing and  signed  by                    
all  of  the  Lenders  and  the  Borrower,  do  any  of  the                    
following:  (a)  increase  Commitments  of  the  Lenders  or                    
subject  the  Lenders  to  any additional  obligations;  (b)                    
reduce  the principal of, or interest on, the Notes  or  any                    
fees  or  other amounts payable hereunder; (c) postpone  any                    
date fixed for any payment of principal of, or interest  on,                    
the  Notes or Letter of Credit Disbursements or any fees  or                    
other  amounts  payable hereunder;  (d)  waive  any  of  the                    
conditions   specified  in  Article  VI;  (e)   change   the                    
percentage  of  the Commitments or of the  aggregate  unpaid                    
principal   amount  of  the  Notes  or  Letter   of   Credit                    
Liabilities or the number of Lenders which shall be required                    
for the Lenders or any of them to take any action under this                    
Agreement;  (f)  change  any  provision  contained  in  this                    
Section 13.10; and (g) release the Borrower from any of  its                    
obligations under this Agreement or the other Loan Documents                    
or  release  any  Guarantor from its obligations  under  its                    
Guaranty.    Notwithstanding  anything   to   the   contrary                    
contained in this Section, no amendment, waiver, or  consent                    
shall be made (a) with respect to Article XII hereof without                    
the prior written consent of the Agent, (b) with respect  to                    
Section 2.7 hereof without the prior written consent of  the                    
Swing  Lender,  or  (c) with respect to Article  III  hereof                    
without the prior written consent of the Issuing Bank.                          

Section 18.11. Maximum Interest Rate.  No provision of              
this  Agreement or of any other Loan Document shall  require                    
the  payment or the collection of interest in excess of  the                    
maximum  amount permitted by applicable law.  If any  excess                    
of interest in such respect is hereby provided for, or shall                    
be  adjudicated to be so provided, in any Loan  Document  or                    
otherwise  in  connection with this  loan  transaction,  the                    
provisions  of  this Section shall govern  and  prevail  and                    
neither   the   Borrower   nor  the  sureties,   guarantors,                    
successors, or assigns of the Borrower shall be obligated to                    
pay  the excess amount of such interest or any other  excess                    
sum  paid  for  the use, forbearance, or detention  of  sums                    
loaned  pursuant  hereto.   In the  event  any  Lender  ever                    
receives,  collects, or applies as interest  any  such  sum,                    
such  amount which would be in excess of the maximum  amount                    
permitted  by applicable law shall be applied as  a  payment                    
and reduction of the principal of the indebtedness evidenced                    
by  the  Notes  and  the  LC  Participations;  and,  if  the                    
principal  of the Notes and the LC Participations  has  been                    
paid  in full, any remaining excess shall forthwith be  paid                    
to the Borrower.  In determining whether or not the interest                    
paid  or payable exceeds the Maximum Rate, the Borrower  and                    
each  Lender  shall, to the extent permitted  by  applicable                    
law,  (a)  characterize  any  non-principal  payment  as  an                    
expense,   fee,   or  premium  rather  than   as   interest,                    
(b)  exclude voluntary prepayments and the effects  thereof,                    
and (c) amortize, prorate, allocate, and spread in equal  or                    
unequal  parts  the total amount of interest throughout  the                    
entire  contemplated term of the indebtedness  evidenced  by                    
the  Notes  and LC Participations so that interest  for  the                    
entire term does not exceed the Maximum Rate.                                   

Section 18.12. Notices.  Except as provided in Section              
2.7,  all notices and other communications provided  for  in                    
this  Agreement and the other Loan Documents  to  which  the                    
Borrower  is  a  party  shall be given  or  made  by  telex,                    
telegraph,  telecopy,  cable, or  in  writing  and  telexed,                    
telecopied,  telegraphed, cabled, mailed by  certified  mail                    
return  receipt  requested,  or delivered  to  the  intended                    
recipient  at the "Address for Notices" specified below  its                    
name on the signature pages hereof, or, as to any party at                      

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such other address as shall be designated by such party in a                    
notice  to  each other party given in accordance  with  this                    
Section.   Except  as otherwise provided in this  Agreement,                    
all  such  communications shall be deemed to have been  duly                    
given  when  transmitted by telex or  telecopy,  subject  to                    
telephone  confirmation  of receipt,  or  delivered  to  the                    
telegraph or cable office, subject to telephone confirmation                    
of  receipt, or when personally delivered or, in the case of                    
a  mailed notice, when duly deposited in the mails, in  each                    
case  given  or  addressed as aforesaid; provided,  however,                    
notices  to  the Agent pursuant to Article  II  and  to  the                    
Issuing  Bank pursuant to Article III shall not be effective                    
until  received  by  the  Agent  or  the  Issuing  Bank,  as                    
applicable.                                                                     

Section  18.13.  Governing  Law;  Venue;  Service  of             
Process.   This Agreement shall be governed by and construed                    
in  accordance with the laws of the State of Texas  and  the                    
applicable  laws  of  the United States  of  America.   This                    
Agreement has been entered into in Travis County, Texas, and                    
it  shall be performable for all purposes in Travis  County,                    
Texas.   Subject  to  Section 13.14 of this  Agreement,  any                    
action  or  proceeding  against the  Borrower  under  or  in                    
connection with any of the Loan Documents may be brought  in                    
any  state  or federal court in Travis County,  Texas.   The                    
Borrower  hereby irrevocably (a) submits to the nonexclusive                    
jurisdiction of such courts, and (b) waives any objection it                    
may now or hereafter have as to the venue of any such action                    
or  proceeding  brought in any such court or that  any  such                    
court  is  an inconvenient forum.  The Borrower agrees  that                    
service  of  process  upon it may be made  by  certified  or                    
registered  mail, return receipt requested, at  its  address                    
specified or determined in accordance with the provisions of                    
Section  13.12. Nothing herein or in any of the  other  Loan                    
Documents  shall affect the right of the Agent, the  Issuing                    
Bank  or  any  Lender to serve process in any  other  manner                    
permitted by law or shall limit the right of the Agent,  the                    
Issuing Bank or any Lender to bring any action or proceeding                    
against  the Borrower or with respect to any of its property                    
in  courts in other jurisdictions.  Subject to Section 13.14                    
of  this Agreement, any action or proceeding by the Borrower                    
against  the Agent, the Issuing Bank or any Lender shall  be                    
brought only in a court located in Travis County, Texas.                        

Section 18.14. Binding Arbitration.                                   

18.14.0.0.1.   Arbitration.  Upon the  demand  of         
any  party,  any Dispute shall be resolved  by  binding               
arbitration  (except  as set forth  in  (e)  below)  in               
accordance  with  the  terms  of  this  Agreement.    A               
"Dispute"  shall  mean any action,  dispute,  claim  or               
controversy of any kind, whether in contract  or  tort,               
statutory  or  common  law,  legal  or  equitable,  now               
existing  or  hereafter arising under or in  connection               
with,  or  in  any way pertaining to, any of  the  Loan               
Documents, or any past, present or future extensions of               
credit   and   other   activities,   transactions    or               
obligations of any kind related directly or  indirectly               
to   any  of  the  Loan  Documents,  including  without               
limitation, any of the foregoing arising in  connection               
with  the exercise of any self-help, ancillary or other               
remedies  pursuant to any of the Loan  Documents.   Any               
party  may  by summary proceedings bring an  action  in               
court  to  compel arbitration of a Dispute.  Any  party               
who fails or refuses to submit to arbitration following               
a lawful demand by any other party shall bear all costs               
and expenses incurred by such other party in compelling               
arbitration of any Dispute.                                           

18.14.0.0.2.    Governing  Rules.    Arbitration        
proceedings  shall  be  administered  by  the  American               
Arbitration   Association   ("AAA")   or   such   other               
administrator as the parties shall mutually agree  upon               
in  accordance  with  the  AAA  Commercial  Arbitration               
Rules.  All Disputes submitted to arbitration shall  be               
resolved in accordance with the Federal Arbitration Act               
(Title  9  of  the United States Code), notwithstanding               
any  conflicting choice of law provision in any of  the               
Loan Documents.  The arbitration shall be conducted  at               
a  location  in  Texas selected by  the  AAA  or  other               
administrator.   If there is any inconsistency  between               
the  terms  hereof and any such rules,  the  terms  and               
procedures   set  forth  herein  shall  control.    All               
statutes of limitation applicable to any Dispute  shall               
apply  to  any  arbitration proceeding.  All  discovery               
activities  shall  be  expressly  limited  to   matters               
directly  relevant  to  the Dispute  being  arbitrated.               
Judgment upon any award rendered in an arbitration  may               
be  entered in any court having jurisdiction;  provided               
however, that nothing contained herein                                

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shall be deemed to be a waiver by any party that  is  a               
bank  of the protections afforded to it under 12 U.S.C.               
91 or any similar applicable state law.                               

18.14.0.0.3.    No Waiver; Provisional  Remedies,         
Self-Help  and Foreclosure.  No provision hereof  shall               
limit  the  right  of  any party to exercise  self-help               
remedies such as setoff, foreclosure against or sale of               
any  real  or personal property collateral or security,               
or   to   obtain  provisional  or  ancillary  remedies,               
including   without   limitation   injunctive   relief,               
sequestration,   attachment,   garnishment    or    the               
appointment  of a receiver, from a court  of  competent               
jurisdiction  before, after or during the  pendency  of               
any  arbitration or other proceeding.  The exercise  of               
any  such remedy shall not waive the right of any party               
to compel arbitration hereunder.                                      

18.14.0.0.4.    Arbitrator  Qualifications   and        
Powers  Awards.  Arbitrators must be active members  of               
the  Texas  State Bar with expertise in the substantive               
laws  applicable to the subject matter of the  Dispute.               
Arbitrators  are  empowered  to  resolve  Disputes   by               
summary  rulings in response to motions filed prior  to               
the  final arbitration hearing.  Arbitrators (i)  shall               
resolve all Disputes in accordance with the substantive               
law of the state of Texas, (ii) may grant any remedy or               
relief  that a court of the state of Texas could  order               
or  grant  within the scope hereof and  such  ancillary               
relief as is necessary to make effective any award, and               
(iii)  shall  have the power to award recovery  of  all               
costs  and  fees, to impose sanctions and to take  such               
other actions as they deem necessary to the same extent               
a  judge  could pursuant to the Federal Rules of  Civil               
Procedure, the Texas Rules of Civil Procedure or  other               
applicable  law.  Any Dispute in which  the  amount  in               
controversy is $5,000,000 or less shall be decided by a               
single  arbitrator  who shall not render  an  award  of               
greater than $5,000,000 (including damages, costs, fees               
and  expenses).  By submission to a single  arbitrator,               
each  party  expressly waives any  right  or  claim  to               
recover more than $5,000,000.  Any Dispute in which the               
amount  in  controversy  exceeds  $5,000,000  shall  be               
decided   by  majority  vote  of  a  panel   of   three               
arbitrators;   provided   however,   that   all   three               
arbitrators  must actively participate in all  hearings               
and deliberations.                                                    

18.14.0.0.5.    Judicial Review.  Notwithstanding         
anything herein to the contrary, in any arbitration  in               
which  the  amount in controversy exceeds  $25,000,000,               
the  arbitrators  shall be required to  make  specific,               
written  findings of fact and conclusions of  law.   In               
such  arbitrations (i) the arbitrators shall  not  have               
the  power to make any award which is not supported  by               
substantial evidence or which is based on legal  error,               
(ii)  an  award shall not be binding upon  the  parties               
unless   the   findings  of  fact  are   supported   by               
substantial evidence and the conclusions of law are not               
erroneous  under the substantive law of  the  state  of               
Texas, and (iii) the parties shall have in addition  to               
the  grounds referred to in the Federal Arbitration Act               
for  vacating,  modifying or correcting  an  award  the               
right to judicial review of (A) whether the findings of               
fact  rendered  by  the arbitrators  are  supported  by               
substantial  evidence, and (B) whether the  conclusions               
of  law are erroneous under the substantive law of  the               
state of Texas.  Judgment confirming an award in such a               
proceeding  may  be entered only if a court  determines               
the  award is supported by substantial evidence and not               
based  on legal error under the substantive law of  the               
state of Texas.                                                       

18.14.0.0.6.    Miscellaneous.   To  the  maximum         
extent  practicable, the AAA, the arbitrators  and  the               
parties shall take all action required to conclude  any               
arbitration proceedings within 180 days of  the  filing               
of  the  Dispute with the AAA.  No arbitrator or  other               
party  to  an  arbitration proceeding may disclose  the               
existence,  content  or  results  thereof,  except  for               
disclosures of information by a party required  in  the               
ordinary course of its business, by applicable  law  or               
regulations, or to the extent necessary to exercise any               
judicial review rights set forth herein.  If more  than               
one agreement for arbitration by or between the parties               
potentially  applies  to  a  Dispute,  the  arbitration               
provisions most directly related to the Loan  Documents               
or  the  subject  matter of the Dispute shall  control.               
This                                                                  

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arbitration   provision  shall   survive   termination,               
amendment or expiration of any of the Loan Documents or               
any relationship between the parties.                                 

Section  18.15. Counterparts.  This Agreement  may  be              
executed in one or more counterparts, each of which shall be                    
deemed  an  original,  but  all  of  which  together   shall                    
constitute one and the same instrument.                                         

Section  18.16. Severability.  Any provision  of  this              
Agreement  held by a court of competent jurisdiction  to  be                    
invalid or unenforceable shall not impair or invalidate  the                    
remainder of this Agreement and the effect thereof shall  be                    
confined to the provision held to be invalid or illegal.                        

Section 18.17. Headings.  The headings, captions,  and              
arrangements used in this Agreement are for convenience only                    
and shall not affect the interpretation of this Agreement.                      

Section 18.18. Non-Application of Chapter 346 of Texas              
Credit  Finance Code.  The provisions of Chapter 346 of  the                    
Texas  Finance  Code  (Vernon's Texas  Civil  Statutes)  are                    
specifically  declared  by  the parties  hereto  not  to  be                    
applicable  to  this  Agreement or any  of  the  other  Loan                    
Documents or to the transactions contemplated hereby.                           

Section 18.19. Construction.  The Borrower, the Agent,              
the  Issuing Bank and each Lender acknowledges that each  of                    
them  has had the benefit of legal counsel of its own choice                    
and   has  been  afforded  an  opportunity  to  review  this                    
Agreement  and  the  other  Loan Documents  with  its  legal                    
counsel and that this Agreement and the other Loan Documents                    
shall  be  construed as if jointly drafted  by  the  parties                    
hereto.                                                                         

Section   18.20.  Independence  of  Covenants.    All             
covenants  hereunder  shall be given independent  effect  so                    
that if a particular action or condition is not permitted by                    
any  of  such covenants, the fact that it would be permitted                    
by  an  exception to, or be otherwise within the limitations                    
of,  another  covenant shall not avoid the occurrence  of  a                    
Default if such action is taken or such condition exists.                       

Section  18.21. Confidentiality.  The Agent  and  each              
Lender (each, a "Lending Party") agrees to keep confidential                    
any  information furnished or made available to  it  by  the                    
Borrower   pursuant  to  this  Agreement  that   is   marked                    
confidential; provided that nothing herein shall prevent any                    
Lending  Party from disclosing such information (a)  to  any                    
other  Lending Party or any affiliate of any Lending  Party,                    
or any officer, director, employee, agent, or advisor of any                    
Lending Party or affiliate of any Lending Party, (b) to  any                    
other  Person if reasonably incidental to the administration                    
of  the credit facility provided herein, (c) as required  by                    
any  law,  rule, or regulation, (d) upon the  order  of  any                    
court  or  administrative agency, (e) upon  the  request  or                    
demand of any regulatory agency or authority, (f) that is or                    
becomes  available  to  the public or  that  is  or  becomes                    
available to any Lending Party other than as a result  of  a                    
disclosure   by  any  Lending  Party  prohibited   by   this                    
Agreement,  (g) in connection with any litigation  to  which                    
such  Lending Party or any of its affiliates may be a party,                    
(h)  to the extent necessary in connection with the exercise                    
of  any  remedy  under  this Agreement  or  any  other  Loan                    
Document,   and  (i)  subject  to  provisions  substantially                    
similar to those contained in this Section, to any actual or                    
proposed participant or assignee.                                               

Section  18.22. WAIVER OF JURY TRIAL.  TO THE  FULLEST              
EXTENT  PERMITTED  BY APPLICABLE LAW, EACH  OF  THE  PARTIES                    
HERETO HEREBY IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT  TO                    
A  TRIAL  BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM                    
(WHETHER  BASED  UPON CONTRACT, TORT, OR OTHERWISE)  ARISING                    
OUT  OF  OR  RELATING TO ANY OF THE LOAN  DOCUMENTS  OR  THE                    
TRANSACTIONS  CONTEMPLATED THEREBY OR  THE  ACTIONS  OF  THE                    
AGENT,  THE  ISSUING BANK, OR ANY LENDER IN THE NEGOTIATION,                    
ADMINISTRATION, OR ENFORCEMENT THEREOF.                                         

Section 18.23. ENTIRE AGREEMENT.  THIS AGREEMENT,  THE              
NOTES,  AND  THE  OTHER LOAN DOCUMENTS  REFERRED  TO  HEREIN                    
REPRESENT THE FINAL AGREEMENT                                                   

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AMONG  THE  PARTIES  HERETO AND MAY NOT BE  CONTRADICTED  OR                    
VARIED  BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT                    
ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO.  THERE                    
ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.                      

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IN WITNESS WHEREOF, the parties hereto have  duly
executed  this Agreement as of the day and year first  above                    
written.                                                                        

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BORROWER:                                                                       

EZCORP, INC.                                                                    

By:                                                                             
Name:                                                                         
Title:                                                                        

Address for Notices:                                                            

1901 Capital Parkway                                                            
Austin, TX 78746                                                                
Fax No.: (512) 314-3402                                                         
Telephone No.: (512) 329-5233                                                   
Attention:     Dan Tonissen                                                     
Chief Financial Officer                                     

AGENT:                                                                          

WELLS FARGO BANK (TEXAS), NATIONAL                                              
ASSOCIATION                                                               

By:                                                                             
Name:    Keith Smith                                                          
Title:   Vice President                                                       

Address for Notices:                                                            

100 Congress Avenue, Suite 150                                                  
Austin, TX 78701                                                                
Fax No.: (512) 469-3311                                                         
Telephone No.: (512) 794-2200                                                   
Attention:     Keith Smith                                                      

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with a copy to:                                                                 
Winstead, Sechrest & Minick, P.C.                                               
5400 Renaissance Tower                                                          
1201 Elm Street                                                                 
Dallas, Texas  75270                                                            
Fax No.:  (214) 745-5390                                                        
Telephone No.:  (214) 745-5265                                                  
Attention:     Randy Matthews                                                   

ISSUING BANK:                                                                   

WELLS FARGO BANK (TEXAS), NATIONAL                                              
ASSOCIATION                                                               

By:                                                                             
Name:    Keith Smith                                                          
Title:   Vice President                                                       

Address for Notices:                                                            

100 Congress Avenue, Suite 150                                                  
Austin, TX 78701                                                                
Fax No.: (512) 469-3311                                                         
Telephone No.: (512) 794-2200                                                   
Attention:     Keith Smith                                                      

LENDERS:                                                                        

WELLS FARGO BANK (TEXAS), NATIONAL                                              
ASSOCIATION                                                               

By:                                                                             
Name:    Keith Smith                                                          
Title:   Vice President                                                       

Address for Notices:                                                            

100 Congress Ave., Suite 150                                                    
Austin, Texas 78701                                                             
Fax No.: (512) 467-3311                                                         
Telephone No.: (512) 794-2200                                                   
Attention: Keith Smith                                                          

Lending Office for Prime Rate Advances                                          
and Eurodollar Advances                                                   
100 Congress Ave.                                                               
Austin, Texas  78701                                                            

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BANK ONE, TEXAS, NATIONAL ASSOCIATION                                           

By:                                                                             
Name:                                                                         
Title:                                                                        

Address for Notices:                                                            

221 W. Sixth Street                                                             
Suite 219                                                                       
Austin, Texas  78701                                                            
Fax No.:  (512) 479-5720                                                        
Telephone No.:  (512) 479-5783                                                  
Attention:  Chris Calvert                                                       

Lending Office for Prime Rate Advances                                          
and Eurodollar Advances                                                   
221 W. Sixth Street                                                             
Suite 219                                                                       
Austin,                     Texas                      78701                    

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GUARANTY FEDERAL BANK, F.S.B. By:                                               
Name:                                                                         
Title:                                                                        

Address for Notices:                                                            

301 Congress Avenue                                                             
Suite 1500                                                                      
Austin, Texas  78701                                                            
Fax No.:  (512) 320-1041                                                        
Telephone No.:  (512) 320-1205                                                  
Attention:  Chris Harkrider                                                     

Lending Office for Prime Rate Advances                                          
and Eurodollar Advances                                                   
301 Congress Avenue                                                             
Suite 1500                                                                      
Austin, Texas  78701                                                            

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COMERICA      BANK-TEXAS          By:            Name:
Title:    Address for Notices:P.O. Box 2727                                     
Austin, Texas  78768Fax No.:  (512) 427-7120 Telephone  No.:                    
(512) 427-7121Attention:  Mark Hensley                                          

and                                                                             

1601 West Elm Street                                                            
Thanksgiving Tower, 4th Floor                                                   
P.O. Box 650282                                                                 
Dallas, Tx.  75265-0282                                                         
Telephone No.:  (214) 969-6472                                                  
Attention:  Gary Orr, Chief Credit Officer                                      

Lending Office for Prime Rate Advances                                          
and Eurodollar Advances                                                   
804 Congress Avenue                                                             
Suite 320                                                                       
Austin, Texas  78701                                                            

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CHASE  BANK OF TEXAS, NATIONAL ASSOCIATION  By:      Name:                  
Title:  Address  for Notices:700 Lavaca, 2nd  FloorAustin,                  
Texas   78701Fax No.:  (512) 479-2814Telephone No.:  (512)                  
479-2244                                                                    
Attention:  Blake Beavers                                                       

Lending Office for Prime Rate Advances                                          
and Eurodollar Advances                                                   
700 Lavaca, 2nd Floor                                                           
Austin, Texas  78701                                                            

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EZCORP, Inc.                    

Exhibit 22.1                    

Form 10-K for Fiscal Year Ended September 30, 1998                    

Subsidiaries of EZCORP, Inc.          

1.   EZPAWN Colorado, Inc.              
2.   EZPAWN Arkansas, Inc.              
3.   EZPAWN Mississippi, Inc. (1)       
4.   EZPAWN Oklahoma, Inc.              
5.   EZPAWN Tennessee, Inc. (2)         
6.   EZPAWN Alabama, Inc.               
7.   EZPAWN Kansas, Inc.                
8.   EZPAWN Missouri, Inc.              
9.   EZPAWN Florida, Inc.               
10.  EZPAWN Georgia, Inc.               
11.  EZPAWN Indiana, Inc.               
12.  EZPAWN North Carolina, Inc.        
13.  EZPAWN South Carolina, Inc.        
14.  EZPAWN Construction, Inc.          
15.  EZPAWN Kentucky, Inc.              
16.  EZPAWN Nevada, Inc.                
17.  EZPAWN Louisiana, Inc.             
18.  EZPAWN Holdings, Inc. (1)(3)       
19.  Texas EZPAWN Management, Inc. (3)  
20.  EZ MONEY North Carolina, Inc.      
21.  EZCORP International, Inc.         

(1)  EZPAWN    Mississippi,     Inc.                
merged  with  EZPAWN  Holdings,           
Inc.   on   January  1,   1995,           
leaving  EZPAWN Holdings,  Inc.           
as the surviving entity.                  
(2)  EZ   Car  Sales,  Inc.   is   a                
subsidiary      of       EZPAWN           
Tennessee, Inc.                           
(3)  EZPAWN  Texas, Inc. transferred                
all   its   assets   to   Texas           
EZPAWN,  L.P., a Texas  limited           
partnership,  of  which  EZPAWN           
Holdings,    Inc.,     formerly           
EZPAWN   Texas,  Inc.  is   the           
limited   partner,  and   Texas           
EZPAWN Management, Inc. is  the           
sole  general partner and holds           
a  certificate of authority  to           
conduct business in Texas.                

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Exhibit 23.1                    

CONSENT OF ERNST & YOUNG LLP                    

We  consent to the incorporation by reference  in  the              
Registration Statement (Form S-8 No. 33-63078) pertaining to                    
the   1991  EZCORP,  Inc.  Stock  Incentive  Plan  and   the                    
Registration Statement (Form S-8 No. 33-63082) pertaining to                    
the  EZCORP,  Inc. 401(k) Plan of our report dated  November                    
10, 1998, except for Note P as to which the date is December                    
16,   1998   with  respect  to  the  consolidated  financial                    
statements  and  schedule of EZCORP, Inc.  and  subsidiaries                    
included  in the Form 10-K for the year ended September  30,                    
1998.                                                                           

                       ERNST & YOUNG LLP

Austin, Texas                                                                   
December 18, 1998                                                               

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SIGNATURES                    

Pursuant to the requirements of Section 13 or 15(d)  of  the                    
Securities  Exchange  Act of 1934, the registrant  has  duly                    
caused  this  report  to be signed  on  its  behalf  by  the                    
undersigned, thereunto duly authorized.                                         

EZCORP, Inc.        

               -------------------------
December 18, 1998             By:  /s/ Vincent A. Lambiase                      
           (Vincent A. Lambiase)
                  (President   &   Chief
Executive Officer)                                                              

Pursuant to the requirements of the Securities Exchange  Act                    
of  1934, this report has been signed below by the following                    
persons  on  behalf of the registrant and in the  capacities                    
and on the dates indicated.                                                     

Signature            Title                         Date     

-------------------------                                                       
/s/  Sterling B. Brinkley Chairman of the Board        December 18, 1998        
Sterling B. Brinkley       of Directors                               

------------------------                                                        
/s/  Vincent A. Lambiase  President, Chief Executive   December 18, 1998        
Vincent A. Lambiase  Officer & Director                               
 (Principal Executive Officer)
------------------------                                                        
/s/  Daniel  N. Tonissen  Senior Vice President, Chief December 18, 1998        
Daniel N. Tonissen   Financial Officer & Director                     
(Principal Financial and    
Accounting Officer)         
------------------------                                                        
/s/ J. Jefferson Dean     Vice President Strategic     December 18, 1998        
J. Jefferson Dean     Planning & Business                               
Development & Director      

-----------------------                                                         
/s/  Mark C. Pickup         Director                   December 18, 1998        
Mark C. Pickup                                                        

-----------------------                                                         
/s/  Richard D. Sage        Director                   December 18, 1998        
Richard D. Sage                                                       

-----------------------                                                         
/s/  John E. Cay, III       Director                   December 18, 1998        
John E. Cay, III                                                      

-----------------------                                                         
/s/  Steve Price            Director                   December 18, 1998        
Steve Price                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
		7/25/09		35
		11/5/08		72
		10/6/08		37		47			4,  4/A
		2/28/08		15
		11/5/05		37		49
		10/1/05		40		46			8-K
		10/7/04		46					4
		12/3/01		23		116
		10/29/00		17		41
		10/1/00		142
		9/30/00		142					10-K
		1/30/00		23
		12/31/99		7		22			10-Q,  10-Q/A
		11/5/99		37		49
		10/29/99		17		41
		7/1/99		41		45
		6/30/99		5		46			10-Q
		3/1/99		43
		1/3/99		114		115
		12/31/98		120		142			10-Q
Filed on:		12/22/98
		12/18/98		18		168
		12/16/98		17		167
		12/15/98		24		84
		12/10/98		23		107
		12/1/98		2		50
		11/30/98		15
		11/10/98		26		167
		11/5/98		37		72
		10/29/98		17		41
		10/16/98		42
		10/5/98		83		92
For Period End:		9/30/98		2		167
		8/25/98		18		42
		8/11/98		18		42
		7/27/98		18		42
		7/1/98		5		10
		6/30/98		5		132			10-Q
		3/31/98		54					10-Q
		3/28/98		34
		2/18/98		17		41
		2/4/98		17		41
		1/1/98		51
		12/31/97		18					10-Q
		12/15/97		33
		9/30/97		5		132			10-K
		7/18/97		17		42
		7/1/97		5		10
		5/9/97		23		95
		3/31/97		59					10-Q
		12/31/96		18					10-Q
		10/1/96		37
		9/30/96		5		53			10-K
		7/15/96		54					10-C
		6/30/96		59					10-Q
		6/24/96		83		95
		9/30/95		30					10-K/A
		8/3/95		83		95
		6/30/95		59
		2/15/95		83		95
		1/1/95		166
		12/31/94		59
		11/29/94		23		95
		10/7/94		46		58
		10/1/94		46
		9/30/94		54
		8/11/94		41		46
		7/25/94		41		46
		7/1/94		41		58
		6/30/94		54
		3/17/94		59
		2/28/94		15
		9/30/93		55
		6/30/93		58
		4/30/93		55
		2/15/93		55
		9/30/92		54		55
		3/16/92		58
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