5

                              
             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.

                        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

                           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

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:

    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.

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.

      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

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.

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.

      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:

                                         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

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

            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.

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

                    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

                    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

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:

                   Selected Financial Data

                                    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.

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,
                        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.

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.

      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

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

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.

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

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

                 Consolidated Balance Sheets
                              
                                                  September 30,
                                              1997            1998
                                          ----------------------------
                                                 (In thousands)

                                                     
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.

            Consolidated Statements of Operations

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

                                                    
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.

            Consolidated Statements of Cash Flows
                              
                                        Years Ended September 30,
                                     1996          1997          1998
                                  -------------------------------------
                                              (In thousands)

                                                       
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.

       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
   ------ --------- ------- --------- -------- ----------- ---------- --------

                                              

(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.

         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

$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.

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:

                                    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.

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:

                                                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:

                                                 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
                                     =====================

Note F - Long-Term Debt

Long-term debt consisted of:

                                                          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

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

                                                     
                       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

                                                     
                                           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:

                                    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,

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:

                                      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:

                                                     
                  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.

                                       
                              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.

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

                                         
                                   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:

                               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:

                                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):

                              
                                  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:

                                  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).

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:

                                          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:

                                          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:

                                               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,

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.

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)

                            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.

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.

      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

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").

                                                            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

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:

                                                
                 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.

                                        
                           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.

            Option/SAR Grants in Last Fiscal Year

                                                   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.

                                  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

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.":

                                           
                                          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

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.

                              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.

(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.

                           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.

                EZCORP, INC. AND SUBSIDIARIES
                              
    Schedule VIII - Allowance for Valuation of Inventory
                        (In millions)

               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.

                     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
                        
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
                      
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)

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.
                
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.

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.

                        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:

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.

            (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.

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.

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

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

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.

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.

           (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.

                    *    *    *    *    *

                          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.

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

                          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:

                        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.

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

                              EZCORP, INC.

                              By:
                              Name:
                              Title:

                              OPTIONEE

                              __________________________

                              Address:

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

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

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.

            (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.

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.

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

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

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.

                    *    *    *    *    *

                          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

                              

                        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%).

                 '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.

          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:

                "(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.

                     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.

      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

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

     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

                           ANNEX I

                Exhibit A-2 to Loan Agreement

                        EXHIBIT "A-2"
                              
Interim Revolving Credit Note

                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.

      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:

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

                                                   

                                                   

                                                   

                                                   

                                                   

                          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     $____________

          (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]

                          ANNEX III

                Schedule 6 to Loan Agreement

[See Attached.]

                         SCHEDULE 6

                         Commitments

                                                       BANKS
COMMITMENTS

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

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

                          ANNEX IV

                Schedule 7 to Loan Agreement

[See Attached.]

                         SCHEDULE 7

             Interim Revolving Credit Commitment

     BANK                                    COMMITMENT

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

                        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

                              

                      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

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

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

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

                      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)

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.

           "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

     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

     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

     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.

            "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.

            "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

     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

     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

     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.

                         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

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).

           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

     (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.

          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

     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,

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;

           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.

                         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,

     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

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

                     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;

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

          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;

             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;

          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

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

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.

      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

            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;

           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.

     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

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;

                (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;

            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

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

       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.

           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,

          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

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

     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

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

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.

                         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,

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.

           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

     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.

      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

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

     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

     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

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.

[Balance   of   this   page   intentionally   left   blank.]
     IN WITNESS WHEREOF, the parties hereto have  duly
executed  this Agreement as of the day and year first  above
written.

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

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

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

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

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

  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

                        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.

                        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

                         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

 5
 1,000

                   12-MOS
                          SEP-30-1998
                               SEP-30-1998
                                           1,328
                                         0
                                   64,475
                                         0
                                     44,011
                               115,706
                                          73,191
                                  29,525
                                 189,911
                           11,058
                                              0
                                0
                                          0
                                           120
                                     130,434
                   189,911
                                        112,307
                               197,394
                                           94,084
                                  181,232
                                     0
                                     0
                               1,398
                                 14,859
                                     5,646
                              9,213
                                       0
                                      0
                                            0
                                     9,213
                                     0.77
                                     0.77