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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

(MARK ONE)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ______________ TO _____________

                        COMMISSION FILE NUMBER 000-19424
                         ------------------------------

                                  EZCORP, INC.
             (Exact name of registrant as specified in its charter)

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

            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:

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

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. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The only class of voting securities of the registrant issued and outstanding is
the Class B Voting Common Stock, par value $.01 per share, all 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 was $37
million, based on the closing price on the NASDAQ Stock Market on March 31,
2003.

As of November 21, 2003, 10,997,831 shares of the registrant's Class A
Non-Voting Common Stock, par value $.01 per share and 1,190,057 shares of the
registrant's Class B Voting Common Stock, par value $.01 per share were
outstanding.

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                                  EZCORP, INC.
                          YEAR ENDED SEPTEMBER 30, 2003
                                   FORM 10-K/A
                                (Amendment No. 1)

                                EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this "Amendment") amends the Annual Report
on Form 10-K for the year ended September 30, 2003 filed on December 24, 2003
(our "Original Filing"). EZCORP, Inc. (the "Company") has filed this Amendment
to correct the classification of certain transactions presented in the
Statements of Cash Flows in our Original Filing. The net effect of the
reclassifications in each year presented is to increase operating cash flows,
while decreasing investing cash flows by an equal and offsetting amount. These
changes were identified during the course of the Company preparing its response
to a comment letter from the U.S. Securities and Exchange Commission regarding
our Original Filing, as well as filings of other registrants in our industry.

A description of these reclassifications and a summary showing their effect on
the restated Statements of Cash Flows is provided in Note Q to the Consolidated
Financial Statements. This Amendment also includes corresponding textual changes
in the Liquidity and Capital Resources section of Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations, and an
addition to related information in Item 9A, Controls and Procedures. This
Amendment has no effect on the Consolidated Balance Sheets, Statements of
Operations, or Statements of Stockholders' Equity, and more specifically, does
not affect net income (loss), earnings (loss) per share, total cash flows,
current assets, total assets, current liabilities, total stockholders' equity or
other information as presented in our Original Filing.

Other information contained herein has not been updated. Therefore, this
Amendment should be read together with other documents that the Company has
filed with the Securities and Exchange Commission subsequent to the filing of
our Original Filing. Information in such reports and documents updates and
supersedes certain information contained in this Amendment. The filing of this
Amendment shall not be deemed an admission that our Original Filing, when made,
included any known, untrue statement of material fact or knowingly omitted to
state a material fact necessary to make a statement not misleading.

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                                       2

                                  EZCORP, INC.
                          YEAR ENDED SEPTEMBER 30, 2003
                              INDEX TO FORM 10-K/A

  Item                                                                                            Page
   No.                                                                                          No.
   ---                                                                                          ---
                                                                                          
                                              INTRODUCTION

                                                 PART I

1.       Business                                                                                 4
2.       Properties                                                                              16
3.       Legal Proceedings                                                                       19
4.       Submission of Matters to a Vote of Security Holders                                     19

                                                PART II

5.       Market for Registrant's Common Equity and Related Stockholder Matters                   20
6.       Selected Financial Data                                                                 21
7.       Management's Discussion and Analysis of Financial Condition and Results
         of Operations                                                                           23
7A.      Qualitative and Quantitative Disclosures About Market Risk                              33
8.       Financial Statements and Supplementary Data                                             35
9.       Changes in and Disagreements with Accountants on Accounting and Financial
         Disclosure                                                                              58
9A.      Controls and Procedures                                                                 58

                                                PART III

10.      Directors and Executive Officers of the Registrant                                      60
11.      Executive Compensation                                                                  63
12.      Security Ownership of Certain Beneficial Owners and Management and Related
         Stockholder Matters                                                                     69
13.      Certain Relationships and Related Party Transactions                                    71
14.      Principal Accounting Fees and Services                                                  72

                                                PART IV

15.      Financial Statement Schedules, Exhibits, and Reports on Form 8K                         73

Signatures                                                                                       76
Exhibit Index                                                                                    77

                                     PART I

ITEM 1.  BUSINESS

EZCORP, Inc. (the "Company") is a Delaware corporation with its principal
executive offices located at 1901 Capital Parkway, Austin, Texas 78746. Its
telephone number is (512) 314-3400. Interested parties may access the Company's
filings with the Securities and Exchange Commission through a link in the
Investor Relations section of the Company's website at www.ezcorp.com. Also
available on the Company's website is its Code of Conduct and Ethics. References
to the Company include the subsidiaries listed in Exhibit 22.1. The Company is
primarily engaged in operating pawnshops and payday loan stores which function
as convenient sources of consumer credit and as value-oriented specialty
retailers of primarily previously owned merchandise.

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 meets the short-term cash needs of the cash and credit constrained
consumer by offering convenient, non-recourse loans collateralized by tangible
personal property, commonly known as pawn loans; by offering short-term
non-collateralized loans, often referred to as payday loans; and by purchasing
customers' merchandise at its pawnshop locations. As a result of its pawn
lending operations and customer purchases, the Company sells used merchandise,
primarily forfeited collateral, to consumers looking for good values.

The Company makes pawn loans in its 280 pawnshops. The income earned on this
activity is pawn service charge revenue. While allowable service charges vary by
state and loan size, a majority of the Company's pawn loans are in amounts that
permit pawn service charges of 20% per month or 240% per annum. The Company's
average pawn loan amount has historically averaged between $70 and $75. In most
states in which the Company operates, collateral is held one month with a 60-day
grace period, after which the collateral is forfeited. In the twelve-month
periods ended September 30, 2001, 2002, and 2003 ("Fiscal 2001", "Fiscal 2002,"
and "Fiscal 2003"), approximately 76% of the pawn loans made by the Company were
redeemed in full or were renewed or extended through the payment of accrued pawn
service charges.

Also in its pawnshops, the Company acquires inventory for its retail sales
primarily through pawn loan forfeitures and, to a lesser extent, through
purchases of customers' merchandise. The realization of gross profit on sales of
inventory primarily depends on the Company's assessment of the resale value at
the time the property is either accepted as loan collateral or purchased.
Improper assessment of the resale value in either the lending or purchasing
function can result in reduced marketability of the property and the realization
of a lower margin. During Fiscal 2001, 2002, and 2003, the Company realized
gross margins on sales of 39%, 35%, and 36%.

As of September 30, 2003, the Company offered unsecured payday loans in 225 of
its pawnshops, in four EZMONEY payday loan stores which offer only payday loans
("Mono-line" stores), and in an Austin, Texas based payday loan call center.
Introduced to most of the 225 pawnshops in March 2001, this product continues to
mature as the customer base in these stores grows. During Fiscal 2003, the
Company opened four Mono-line EZMONEY payday loan stores. Two of these EZMONEY
stores adjoin existing EZPAWN store locations but have a different entrance,
different signage and different decor. Even though they adjoin an EZPAWN, from
the customers' point of view the EZMONEY store is a separate business. The
Company refers to these as "stores within a store".

Payday loans are made based on a limited review of several factors, including a
customer's employment and check-writing history, and generally are made for
periods of less than 30 days, averaging about 16 days. The service charge for
these loans generally ranges between $15 and $30 per $100 loaned. The

                                       4

average payday loan amount is approximately $325. The profitability of payday
loans is highly dependent on the level of initial loan defaults and subsequent
collection efforts. When measured as a percentage of loans made, the Company
experienced payday loan net default rates (initial loan defaults less loan
defaults subsequently collected as a percentage of loans made) of 8.1%, 6.9% and
5.0% during Fiscal 2001, 2002, and 2003, respectively.

The following components comprised the Company's net revenues (total revenues
less cost of goods sold):

                                                         Fiscal Year Ended September 30,
                                                    ---------------------------------------
                                                       2001            2002         2003
                                                    ----------     ----------    ----------
                                                                        
Pawn service charges                                        51%            51%           48%
Gross profit from merchandise sales                         47%            41%           38%
Gross profit (loss) from jewelry scrapping                  (1%)           --             3%
Payday loan service charges                                  2%             7%           10%
Fee revenue                                                  1%             1%            1%
                                                    ----------     ----------    ----------
Net revenues                                               100%           100%          100%

The pawnshop industry in the United States is large and highly fragmented. The
industry consists of over 10,000 pawnshops owned primarily by independent
operators who typically own one to three locations. The Company, with 280 pawn
locations, is the second largest operator of pawnshops in the United States;
while the three largest pawnshop operators, including the Company, account for
less than ten percent of the estimated pawnshops.

The payday loan industry in the United States is less fragmented than the
pawnshop industry, with approximately 15,000 locations offering payday loans.
These locations are generally Mono-line payday loan stores, or stores offering
only payday loans, and other businesses offering payday loans in addition to
other products and services, such as check cashing stores and pawnshops. The ten
largest companies, of which the Company is the ninth largest, comprise
approximately 40% of the total number of locations.

LENDING ACTIVITIES

The Company's pawnshops primarily make pawn loans, which typically are
relatively small, non-recourse loans secured by tangible personal property. As
of September 30, 2003, the Company had approximately 675,000 loans outstanding,
representing an aggregate principal balance of $48.0 million. A majority of the
Company's pawn loans are in amounts that permit pawn service charges of 20% per
month or 240% per annum. For Fiscal 2003, pawn service charges accounted for
approximately 28% of the Company's total revenues and 48% of its net revenues.

Collateral for the Company's pawn loans consists of tangible personal property,
generally jewelry, consumer electronics, tools, sporting goods, and musical
instruments. The Company does not investigate the creditworthiness of a pawn
customer, but relies on the estimated resale value of the collateral, the
perceived probability of the loan's redemption, and the estimated time required
to sell the item as a basis for its lending decision. The Company generally
lends from 25% 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 include the Company's computerized valuation
software, catalogues, newspaper advertisements, and previous sales of similar
merchandise.

The collateral is held through the term of the loan, which in most locations is
one month with an automatic 60-day grace period, unless repaid, renewed, or
extended earlier. The Company seeks to maintain a redemption rate (the percent
of loans made that are redeemed, renewed, or extended) of between 70% and 80%,
and in each of the Company's last three fiscal periods, the redemption rate was
within this range. The redemption rate is maintained through compliance with the
Company's lending guidelines. If a borrower does not repay, extend, or renew a
loan, the collateral is forfeited to the Company and becomes inventory available
for sale. The Company does not record loan losses or charge-offs of pawn loans
because the principal amount of an unpaid loan becomes the inventory carrying
cost of the forfeited

                                       5

collateral. The Company provides an inventory valuation allowance based on the
type and age of merchandise as well as recent sales trends and margins.

The table below shows the dollar amount of pawn loan activity by the Company for
the fiscal years ended September 30, 2001, 2002 and 2003:

                                                                                  Fiscal Year Ended September 30,
                                                                              --------------------------------------
                                                                                 2001          2002          2003
                                                                              ----------    ----------    ----------
                                                                                     (Dollars in millions)
                                                                                                 
Loans made or renewed                                                         $    185.1    $    189.0    $    185.8
Loans repaid or renewed                                                           (113.8)       (113.7)       (113.4)
Loans forfeited                                                                    (71.1)        (73.2)        (73.7)
                                                                              ----------    ----------    ----------
Net increase (decrease) in pawn loans outstanding at the end
    of the year                                                               $      0.2    $      2.1   $     (1.3)

The redemption rate of pawn loans and the gross profit realized on the sale of
forfeited collateral are dependent on the appraisal of customer merchandise.
Jewelry, which makes up approximately 60% of the value of collateral, can be
appraised based on weight, gold content, style, and value of gemstones, if any.
The other items pawned typically consist of consumer electronics, tools,
sporting goods, and musical instruments. These can be evaluated based on recent
sales experience and the selling price of similar new merchandise, adjusted for
age, wear, and obsolescence. During Fiscal 2001, 2002, and 2003, the Company
realized gross margins on sales of 39%, 35%, and 36%.

At the time a pawn transaction is made, a pawn loan agreement, commonly referred
to as a pawn ticket, is given 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 a driver's license, military identification or other
government issued identification, 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, and the annual
percentage rate.

Since a majority of the Company's pawn stores are located in Texas, Texas
pawnshop laws and regulations govern most of the Company's operations. In Texas,
pawnshop operations are regulated by the Office of the Consumer Credit
Commissioner in accordance with Chapter 371 of the Texas Finance Code, commonly
known as the Texas Pawnshop Act (the "Pawnshop Act") and Rules of Operation for
Pawnshops (the "Rules"). See "Regulation."

The maximum allowable pawn service charges in the State of Texas are set in
accordance with Texas law under the Pawnshop Act and are based on the dollar
amount of the loan. Historically, the maximum allowable pawn service charges
under Texas law have not changed; however, the loan amounts have periodically
been adjusted.

              SCHEDULE OF APPLICABLE LOAN SERVICE CHARGES FOR TEXAS

                                                                   Maximum
                                                              Allowable Annual
            Amount Financed per Pawn Loan                   Pawn Service Charge
            -----------------------------                   -------------------

           July 1, 2002 to          July 1, 2003 to
            June 30, 2003            June 30, 2004
           ---------------          ---------------
                                                     
               $1 to $150                 $1 to $153                    240%
              $151-$1,000              $154 - $1,020                    180%
            $1,001-$1,500            $1,021 - $1,530                     30%
        $1,501 to $12,500          $1,531 to $12,750                     12%

                                       6

Under Texas law, there is a ceiling on the maximum allowable pawn loan. For the
year ended June 30, 2003, the loan ceiling was $12,500. From July 1, 2003 to
June 30, 2004, the loan ceiling is $12,750. The Company's average loan amount at
the end of Fiscal 2003 was approximately $71.

In addition to pawn loans, the Company offers unsecured payday loans in 225 of
its pawnshops, in four EZMONEY payday loan stores offering only payday loans,
and in one payday loan call center. In most locations and in the call center,
the Company markets and services payday loans made by County Bank of Rehoboth
Beach, Delaware ("County Bank"), a federally insured Delaware bank; and in a
limited number of locations, the Company makes the loans. The Company may
purchase an 85% participation in the loans made by County Bank. The average
payday loan amount is approximately $325 and the terms are generally less than
30 days, averaging about 16 days. The service charge per $100 loaned is
typically $18 for a seven to 23-day period, but varies in certain locations. The
loans and related service charges reported in the Company's consolidated
financial statements reflect only the Company's participation interest in these
loans.

Unlike pawn loans, payday loans are unsecured, and their profitability is highly
dependent upon the Company's ability to manage the default rate and collect
defaulted loans. The Company considers a loan defaulted if the loan has not been
repaid or refinanced by the maturity date. Although defaulted loans may be
subsequently collected, the Company charges defaulted loan principal to bad debt
expense upon default, leaving only active loans in the reported balance.
Collections of defaulted loan principal are recorded as a reduction of bad debt
in the period received. Accrued service charges related to defaulted loans are
deducted from service charge revenue upon loan default, and increase service
charge revenue upon collection. The Company provides for a valuation allowance
on both the principal and service charges receivable based on recent default and
collection experience. At September 30, 2003, the valuation allowance was 5.9%
of the payday loan principal and service charges receivable; the actual payday
loan net default rate was 5.0% for the full Fiscal 2003 year. The Company's
payday loan balance represents the principal amount of all active
(non-defaulted) loans net of this valuation allowance.

RETAIL ACTIVITIES

The Company's retail activities liquidate inventory acquired through pawn loan
forfeitures and the purchase of customer merchandise. The realization of gross
profit on sales of inventory primarily depends on the Company's initial
assessment of the property's resale value. Improper assessment of the resale
value in the lending function can result in reduced marketability of the
property and the realization of a lower margin. Jewelry sales represent
approximately half of the Company's total sales with the remaining sales
consisting primarily of consumer electronics, tools, sporting goods, 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. During the three most recent fiscal years, sources of
inventory additions were:

                                     Fiscal Year Ended September 30,
                                 --------------------------------------
                                    2001          2002          2003
                                 ----------    ----------    ----------
                                                    
Forfeited pawn loan collateral           91%           89%           87%
Purchases from customers                  9%           11%           13%

For Fiscal 2001, 2002, and 2003, retail activities and jewelry scrapping
accounted for approximately 69%, 67%, and 65% of the Company's total revenues,
or 46%, 41%, and 41% of the Company's net revenues, after deducting cost of
goods sold.

Analysis of the sales and inventory data provided by the Company's management
information systems facilitates the design and development of promotional and
merchandising programs and merchandise pricing decisions. Regional and area
managers oversee these promotional and merchandising programs, review
merchandise pricing decisions, and balance inventory levels within markets.

The Company does not give prospective buyers warranties on merchandise sold
through its retail operations. Customers may purchase an item on layaway,
whereby a customer will typically pay a minimum layaway deposit of 20% of an
item's sale price. The Company will hold the item for a 60 to 90-

                                       7

day period during which the customer is required to pay for the item in full.
Layaways are not recorded as sales until the layaway is paid in full. The
initial deposit and subsequent payments are recorded as customer layaway
deposits. As of September 30, 2003, the Company had $1.8 million in customer
layaway deposits.

The Company's overall inventory is stated at the lower of cost or market. The
Company provides an inventory valuation allowance for shrinkage and cost in
excess of market value. The Company estimates this valuation allowance through
study and analysis of sales trends, inventory turnover, inventory aging, margins
achieved on recent sales, and shrinkage. The valuation allowance, including an
allowance for shrinkage, amounted to $1.1 million, $1.7 million, and $1.8
million as of September 30, 2001, 2002, and 2003. At September 30, 2003, total
inventory on hand was $29.8 million, after deducting the inventory valuation
allowance.

SEASONALITY

Historically, service charge revenues are highest in the Company's first fiscal
quarter (October through December) due to improving loan redemption rates
coupled with a higher average loan balance following the summer lending season.
Sales generally are highest in the Company's first and second fiscal quarters
(October through March) due to the holiday season and the impact of tax refunds.
Sales volume can be heavily influenced by the timing of decisions to scrap
excess jewelry inventory, which generally occurs during low jewelry sales
periods (May through October). The net effect of these factors is that net
revenues and net income typically are highest in the first and second fiscal
quarters. The Company's cash flow is greatest in its second fiscal quarter
primarily due to a high level of loan redemptions and sales in the income tax
refund season.

OPERATIONS

A typical Company pawn store employs five to six full time equivalent employees
("FTEs") consisting of a manager, an assistant manager, and three to four sales
and lending representatives. Each store manager is responsible for ensuring that
his or her store is run in accordance with the Company's policies, procedures,
and operating guidelines. Each store manager reports to one of 34 area managers
who are responsible for the stores within a specific operating area. Area
managers are responsible for the performance of all stores within their area and
report to one of four regional directors. Area managers, store managers, and
assistant managers receive incentive compensation based on their area or store's
performance in comparison to an operating budget. This incentive compensation
typically ranges between 5% and 15% of their total compensation, plus a
gain-sharing component for store and area managers whose stores exceed budgeted
levels of earnings.

Mono-line payday loan stores employ two to three FTEs per location, consisting
of a manager and one to two lending representatives. Each store manager is
responsible for ensuring that his or her store is run in accordance with the
Company's policies, procedures, and operating guidelines. As the number of
Mono-line stores grows, the Company anticipates building an operating
organization similar to its pawn operation, although with a broader span of
control and a smaller area and regional management structure.

The Company has a store level point of sale (POS) system that automates the
recording of most store-level transactions. Financial summary data from all
stores is processed at the corporate office each day and the preceding day's
data are available for management review via the Company's internal network. The
Company's communications network provides two-way communication and information
access between the stores and the corporate office. During 2003, the Company
completed the implementation of its new POS system, which provides additional
store level functionality, enhances reporting and controls, and provides
software and hardware scalability.

The Company has an internal audit staff of approximately 17 employees who
monitor the Company's perpetual inventory system, lending practices, and
regulatory compliance. In addition, they ensure consistent compliance with the
Company's policies and procedures.

                                       8

As of September 30, 2003, the Company employed approximately 1,900 people. The
Company believes that its success is dependent upon its employees' ability to
provide prompt and courteous customer service and to execute the Company's
operating procedures and standards. The Company seeks to hire people who will
become long-term, career employees. To achieve the Company's long-range
personnel goals, it strives to develop its employees through a combination of
learner-controlled instruction, web-based classes, classroom training, and
supervised on-the-job loan and sales training for new employees. All store
associates complete competency checks and all new employees complete a
learner-controlled instruction program. Managers attend on-going management
skills and operations performance training. The Company anticipates that store
manager candidates will be promoted from the ranks of existing store employees
and hired from outside the Company. The Company's career development plan
develops and advances employees within the Company, and provides training for
the efficient integration of experienced retail managers and pawnbrokers from
outside the Company.

At November 21, 2003, the Company operated its pawnshops under the name
"EZPAWN". The Company has registered with the United States Patent and Trademark
Office the names EZPAWN, EZMONEY, EZMONEY Center, and EZCORP, among others.
Additionally, the Company operates under the trade names EZMONEY Payday Loans,
EZMONEY Payroll Advance, Payroll Advance Express, and EZCORP Collection Center.

FUTURE EXPANSION

The Company plans to expand the number of locations it operates through the
development of new locations and through acquisitions. The Company believes that
in the near term the largest growth opportunity is with the EZMONEY payday loan
stores. The Company has announced that it plans to open 75 to 85 EZMONEY stores,
some of which will be adjoining an EZPAWN store, but with a different entrance.
The Company believes this "store within a store" concept offers the potential
for accelerated payday loan growth and leveraging of existing occupancy and
supervisory costs.

The two new stand-alone EZMONEY payday loan stores opened in Fiscal 2003
required an average property and equipment investment of approximately $25,000
each. The two "store within a store" EZMONEY stores added in Fiscal 2003
required an average investment, including some initial design costs, of
approximately $40,000 each. Between October 1, 2003 and December 15, 2003, the
Company opened another 13 EZMONEY "stores within a store" for an average
property and equipment investment of $23,000 each. The five most recently opened
pawn stores required an average gross investment (including inventory, pawn
loans, property, and equipment) of approximately $500,000 per pawnshop during
the first 12 months of operation.

The Company's ability to add new stores is dependent on several variables, such
as the availability of acceptable sites or acquisition candidates, the
regulatory environment, and the availability of qualified personnel. The
Company's ability to add newly established pawnshops in Texas counties having a
population of 250,000 or more is restricted by Texas law, which provides that
applications for new licenses in such counties will be approved only at proposed
locations which are not less than two miles from another licensed pawnshop and
applications to relocate a licensed pawnshop will be approved only for proposed
locations which are not less than one mile from another licensed pawnshop. Any
existing Texas pawnshop may relocate to within one mile of its present location,
regardless of the existence of other pawnshops. The Company's ability to add
newly established pawnshops may be adversely affected by such regulation. See
"Regulation."

COMPETITION

The Company encounters significant competition in connection with its lending
operation. These competitive conditions may adversely affect the Company's
revenues, profitability, and its ability to expand. In its lending business, the
Company competes with other pawnshops, other payday lenders, and other financial
institutions, such as consumer finance companies. Other lenders may lend money
on an unsecured basis, at interest rates that may be lower than the service
charges of the Company, and on other terms that may be more favorable than those
offered by the Company. The Company believes that the primary elements of
competition are the quality of customer service and relationship management,
store location, and the ability to loan competitive amounts at competitive
rates. In addition, the Company

                                       9

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.

The Company's competitors for merchandise sales include numerous retail and
wholesale stores, including jewelry stores, discount retail stores, consumer
electronics stores, other pawnshops, other retailers of previously owned
merchandise, electronic commerce retailers, and auction sites. Competitive
factors in the Company's retail operations include the ability to provide the
customer with a variety of merchandise at an exceptional value.

STRATEGIC INVESTMENT

In 1998, the Company acquired 29.5% of the outstanding shares of Albemarle &
Bond Holdings plc ("A&B"). The Company's interest was 28.9% at June 30, 2003,
the most recent date for which A&B has published results. As its largest
shareholder, the Company and its affiliates hold three seats on A&B's board of
directors. A&B is a publicly traded company based in Bristol, England and trades
on the Alternative Investment Market of the London Stock Exchange. At June 30,
2003, A&B operated 53 locations in the United Kingdom that offer pawn loans,
payday loans, check cashing, and retail jewelry. For A&B's 2003 fiscal year,
which ended June 30, 2003, A&B's operating profit increased 18% over the prior
year to approximately Pound Sterling 4.9 million ($7.8 million).

The Company accounts for its investment in A&B under the equity method. In
Fiscal 2003, the Company's interest in A&B's income was $1,412,000. At November
21, 2003, the market value of the Company's investment was approximately $20.9
million, based on the closing price and exchange rates on that date while the
book value of the Company's investment in A&B was $14.7 million.

                                       10

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. Additionally, in many states in which the Company
operates, pawnshops are subject to local regulation at the municipal and county
level. The laws of Texas, Colorado, Oklahoma, Indiana, Florida, Alabama, and
Nevada govern the majority of the Company's pawnshop operations. A summary of
these states' pawnshop statutes and regulations governing the Company's
pawnshops are discussed below.

TEXAS REGULATIONS

The Texas Pawnshop Act and the related Rules of Operation for Pawnshops govern
Texas pawnshops. Pawnshop and pawnshop employees are licensed and supervised by
the Office of Consumer Credit Commissioner ("OCCC").

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. Additionally, the pawnshop
employee application inquires about individual applicants' credit history and
criminal record.

For a new license application in any Texas county, the OCCC 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. In counties
with 250,000 or more people, applications for new licenses are approved only at
locations that are not less than two miles from another licensed pawnshop, and
applications to relocate a license are approved only for locations that are not
less than one mile from another licensed pawnshop. Any existing store may
relocate to within one mile of its present location, regardless of the existence
of other pawnshops. The Company's ability to open new stores or relocate
existing stores may be adversely affected by these licensing provisions.

The Texas Pawnshop Act also contains provisions related to the operation of
pawnshops and authorizes the issuance of administrative rules called the Rules
of Operation of Pawnshops (the "Rules"). The Rules regulate the day-to-day
management of the Company's pawnshops including the maximum pawn service charge
and principal loan amount.

Pawn service charges vary based on loan amounts. Historically, the maximum
allowable pawn service charge rates have not changed; however, the loan amounts
have periodically been adjusted. A table of the maximum allowable pawn service
charges under the Texas Pawnshop Act for the various loan amounts is presented
in "Lending Activities". Under Texas law, there is a ceiling on the maximum
allowable pawn loan. For the period July 1, 2002 through June 30, 2003, the loan
ceiling is $12,500. For the period July 1, 2003 through June 30, 2004, the loan
ceiling is $12,750. Texas requires pawn transactions to be reported to local
authorities.

Under the Texas Pawnshop Act and the Rules, a pawnbroker may not do any of the
following: (i) accept a pledge from a person under the age of 18 years; (ii)
make any agreement requiring the personal liability of the borrower; (iii)
accept any waiver of any right or protection accorded to a pawn customer; (iv)
fail to exercise reasonable care to protect pledged goods from loss or damage;
(v) fail to return pledged goods to a pawn customer upon payment of the full
amount due; (vi) make any charge for insurance in connection with a pawn
transaction; (vii) enter into any pawn transaction that has a maturity date of
more than one month; (viii) display for sale in storefront windows or sidewalk
display cases pistols, swords, canes, blackjacks or similar weapons; (ix)
purchase used or second hand personal property unless a record is established
containing the name, address, and identification of the seller, a complete
description

                                       11

of the property, including serial number and a signed statement that the seller
has the right to sell the property; or, (x) accept into pawn or purchase stolen
goods.

The OCCC may, after notice and hearing, suspend or revoke any license for a
Texas pawnshop or employee upon finding that: (i) any fees or charges have not
been paid; (ii) the licensee has violated (knowingly or unknowingly without due
care) any provisions of the Texas Pawnshop Act or any regulation or order; 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 OCCC in
refusing the license.

COLORADO REGULATIONS

Colorado law requires pawnbrokers to be licensed and bonded by local
municipalities which subject them to extensive and varied regulation and
supervision. Pawn transactions must be reported to local authorities and
pawnbrokers must maintain certain bookkeeping records. Under Colorado law, the
maximum allowable pawn service charge is 240% annually for pawn loans up to $50,
and 120% annually for pawn loans of $50 or more.

OKLAHOMA REGULATIONS

The Oklahoma Pawnshop Act follows a statutory scheme similar to the Texas
Pawnshop Act, requires pawnbrokers to be licensed and bonded, and regulates the
day-to-day operation of the Company's Oklahoma pawnshops. The Oklahoma
Administrator of Consumer Credit administers the Oklahoma Pawnshop Act and has
broad rule-making authority. Additionally, the Oklahoma Administrator of
Consumer Credit is responsible for investigating the general fitness of pawnshop
applicants. Each applicant is required to (i) be of good moral character; (ii)
have net assets of at least $25,000; (iii) show that the pawnshop will be
operated lawfully and fairly; and (iv) not have been convicted of any felony
that directly relates to the duties and responsibilities of pawnbrokering.
Unlike Texas, Oklahoma pawnshop employees are not individually licensed.

In general, the Oklahoma Pawnshop Act prescribes loan amounts and maximum rates
of service charges which pawnbrokers in Oklahoma may charge for lending money.
The regulations provide for a graduated rate structure, similar to the structure
used for federal income tax purposes. Under this rate structure, a $500 loan,
for example, earns interest as follows: (i) the first $150 at 240% annually,
(ii) the next $100 at 180% annually, and (iii) the remaining $250 at 120%
annually. The maximum allowable pawn service charges for the various 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                            35%

The principal amount of an Oklahoma pawn loan may not exceed $25,000 per
transaction.

FLORIDA REGULATIONS

Florida pawnshops are governed by the Florida Pawnbrokering Act and accompanying
regulations. The Division of Consumer Services of the Department of Agriculture
and Consumer Services licenses and regulates pawnshops.

The Florida Pawnbrokering Act and regulations require that the pawnshop complete
a Pawnbroker Transaction Form showing the customer name, type of item pawned,
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.

                                       12

Pawn loans in Florida typically have a 30-day term. The pawnbroker is entitled
to charge two percent (2%) of the amount financed for each 30-day period 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. The pawnbroker may charge a minimum pawn
service charge of $5.00 for each 30-day period. Pawn loans may be extended by
agreement, with the charge 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.

The Pawnbrokering Act prohibits pawnbrokers from: (i) falsifying or failing to
make entries in pawn transaction forms, (ii) refusing to allow appropriate law
enforcement officials to inspect their records, (iii) failing to retain records
of pawn transactions for at least two years, (iv) making any agreement requiring
the personal liability of a pawn customer, (v) failing to return pledged goods
upon payment in full of the amount due (unless the pledged goods have been taken
into custody by a court or law enforcement officer or otherwise lost or
damaged); or, (vi) engaging in title loan transactions at licensed pawnshop
locations. Pawnbrokers are also prohibited from entering into pawn transactions
with a person who is under the influence of alcohol or controlled substances, a
person who is under the age of eighteen, or a person using a name other than his
own name or the registered name of his business.

INDIANA REGULATIONS

In Indiana, the Pawnbrokering Law governs pawnshops. The Department of Financial
Institutions (the "Department") regulates the Company's Indiana operations. The
Department requires the licensing of all pawnshops and investigates the general
fitness of pawn license applicants to determine whether the convenience and
needs of the public will be served by granting a pawn license. The Department
has broad investigatory and enforcement authority. It may grant, revoke, and
suspend licenses. For compliance purposes, pawnshops are required to keep books,
accounts, and records to enable the Department to determine if the pawnshop is
complying with the statute. Each pawnshop is required to give authorized agents
of the Department free access to its books and accounts for these purposes.

The Pawnbrokering Law authorizes pawnbrokers to charge and collect the following
annual rates of interest plus pawn service charges: 276% on transactions of $300
or less; 261% on transactions greater than $300 but not exceeding $1,000, and
255% on transactions greater than $1,000. Furthermore, the Pawnbrokering Act
provides for a grace period of 60 days after the initial 30-day term of the
loan. During the grace period, interest and service fees continue to accrue,
subject to proration to the date of loan redemption.

ALABAMA REGULATIONS

The Alabama Pawnshop Act regulates the licensing and operation of Alabama
pawnshops. The Supervisor of the Bureau of Loans of the State Department of
Banking is responsible for licensing and investigating the general fitness of
pawnshop applicants. 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.

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 personal property actually received. In
addition, the pawnbroker may collect an initial set up fee of $5.00. Property
received in pledge may not be removed from the pawnshop until after the receipt
of such property is reported to the sheriff or chief of police, unless redeemed
by the owner.

LOCAL REGULATIONS

At the local level, most of the pawnshops voluntarily or pursuant to state law
or municipal ordinance, provide reports of pawn transactions and purchases from
customers to the local police department on a regular basis. These 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
customers.

                                       13

A record of each transaction is provided to local law enforcement agencies to
aid in the investigation of property crimes. Goods held to secure pawn loans or
goods purchased which are determined to belong to an individual other than the
pawnshop customer 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, the Company's claims experience is historically 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, financial
condition, and the ability to expand its operations.

The above summaries generally describe the regulatory environments affecting the
majority of the Company's pawnshops. Although state pawnshop laws vary
considerably, the above summaries are representative of the statutes and
regulations in the other states in which the Company operates.

FIREARMS REGULATIONS

With respect to firearm sales, each pawnshop must comply with the regulations
issued by the Bureau of Alcohol, Tobacco, and Firearms (the "ATF"). ATF
regulations require each pawnshop dealing in firearms to maintain a permanent
written record of all transactions involving the receipt or disposition of
firearms.

The Brady Handgun Violence Prevention Act (the "Brady Act") and the related ATF
rules require all federal firearm licensees, in either selling inventoried
firearms or releasing pawned firearms, to have the customer complete appropriate
forms and pass a background check through the National Instant Criminal
Background Check System ("NICS") before the Company may transfer a firearm to
any customer.

The Company complies with the Brady Act and the ATF regulations. The Company
does not believe that compliance with the Brady Act and the ATF regulations
materially affect the Company's operations. There can be no assurance, however,
that compliance with the Brady Act and the ATF regulations, or any future
changes or amendments thereto will not adversely affect the Company's
operations.

PAYDAY LOAN REGULATIONS

The Company's payday loan operations are subject to extensive state and federal
statutes and regulations such as the federal Equal Credit Opportunity Act, the
Fair Credit Reporting Act, the Truth in Lending Act, the Gramm-Leach-Bliley Act,
and the Fair Debt Collection Practices Act. The Company complies with the
requirements of these federal statutes and their regulations with respect to its
payday loan business, and state statutes and regulations where applicable.

During Fiscal 2003, the Company marketed and serviced payday loans on behalf of
County Bank, primarily in Texas, Oklahoma and through a call center. The
Delaware Department of Banking and the Federal Deposit Insurance Corporation
supervise County Bank. These regulators review all aspects of County Bank's
payday loan program as well as the Company's operations. In turn, County Bank
periodically audits the Company's marketing and servicing procedures.

Federal and state legislative and lobbying initiatives to prohibit or restrict
payday lending have been and continue to be aggressively pursued by opponents to
the payday loan product. The initiatives focus on outlawing payday loans
entirely, limiting the finance charges, renewals, number of loans a consumer may
obtain, and the maximum loan amount and amount outstanding at any one time.
County Bank, which makes the loans in the majority of stores where EZPAWN and
EZMONEY market and service payday loans, is regulated by the FDIC. The FDIC has
adopted guidelines for its member banks to follow with respect to payday loans.
The FDIC reviews and monitors County Bank's activities for compliance. Despite
the significant need and consumer demand for the payday loan product, the
possibility exists that federal and state legislation and regulations could be
enacted which could severely restrict or eliminate the Company's ability to
either make payday loans or market and service payday loans for County Bank or
any other financial institution.

                                       14

In order to market and service payday loans for County Bank in Texas, the
Company's pawnshops, EZMONEY payday loan stores, and collection center are
required to be licensed as a regulated lender by the Texas OCCC. The Company's
ability to market and service payday loans in Texas at current fee levels is
dependent upon its continued relationship with County Bank or another similarly
situated financial institution. Without a relationship with a federally insured
bank domiciled in a state that permits these rates, the Company could offer
payday loans at a lower fee level, not in excess of the Texas usury ceiling.
Operating under lower fee levels in Texas would have a material adverse effect
on the Company's payday loan revenues.

In October 2003, the Company began marketing and servicing payday loans for
County Bank in Florida through the Company's pawnshops. Florida law does not
currently require the Company to obtain a license to engage in its current
marketing and servicing responsibilities.

In May 2002, the Company also began marketing payday loans for County Bank
through a call center located in Texas. The call center markets and services
payday loans in eleven states, but has no physical presence in any of those
eleven states. Since the Company is acting on behalf of County Bank, the Company
does not believe the marketing and servicing activities of the call center are
regulated by state lending regulators.

In Colorado, the Company makes payday loans to customers pursuant to state law
and its own underwriting guidelines. Payday loans made by the Company in
Colorado are regulated by the Department of Law, Office of the Attorney General,
Uniform Consumer Credit Code Division (the "UCCC Division"). The Company's
Colorado pawnshops have and are required to maintain a supervised lender's
license issued by the UCCC Division. The UCCC Division maintains regulatory and
supervisory authority over the pawnshops' payday loan activities. Under Colorado
law, the Company is required to maintain certain records related to its payday
loans and include specific information and disclosures in the loan agreement.

The Colorado maximum payday loan amount is $500, exclusive of the service fee.
Colorado law provides for a graduated service fee of 20% of the first $300 and
7.5% of the amount over $300. The loan term may not exceed 31 days and customers
have the right to rescind the loan within one business day after the date the
loan was made. By law, the loan cannot be renewed more than once and if it is
renewed prior to the maturity date, the Company must refund a prorated portion
of the service fee. The Company has elected not to offer renewals in Colorado.

As of November 1, 2003, the Company ceased marketing and servicing payday loans
for County Bank in Oklahoma and began making payday loans to customers pursuant
to state law and its own underwriting guidelines. Payday loans made by the
Company in Oklahoma are regulated by the Oklahoma Department of Consumer Credit
(the "ODCC"). The Company's Oklahoma pawnshops have and are required to maintain
a deferred deposit lender license issued by the ODCC. The ODCC maintains
regulatory and supervisory authority over the pawnshops' payday loan activities.
Under Oklahoma law, the Company is required to maintain certain records related
to its payday loans and include specific information and disclosures in the loan
agreement.

The Oklahoma maximum loan amount is $500 exclusive of the service fee. Oklahoma
law provides for a service fee of 15% of the first $300 and 10% of the amount
over $300. The loan term may not exceed 45 days, and customers have the right to
rescind the loan within one business day after the date the loan was made. The
loan cannot be renewed. The Company must deliver specific disclosures to the
customer related to debt management, credit counseling services and the
customer's rights and responsibilities in the payday loan as well as make
certain determinations about outstanding or prior payday loans.

                                       15

ITEM 2. PROPERTIES

The typical Company pawnshop is a freestanding building or part of a retail
strip center with contiguous parking. 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 pawn store has approximately 1,800 square
feet of retail space and approximately 3,200 square feet dedicated to collateral
storage. In 2003, the Company began developing Mono-line payday loan stores. A
Mono-line store is designed to resemble a bank interior and offers only payday
loans. The typical stand-alone Mono-line store is approximately 1,000 square
feet and is located in a retail strip center. In some of its pawnshop locations,
the Company will create a Mono-line "store within a store" of approximately 500
square feet, which has a different entrance, different signage and different
decor. From the customers' perspective, these will be viewed as a separate
business. The Company maintains property and general liability insurance for
each of its stores. The Company's stores are open six or seven days a week,
depending on location.

As of November 21, 2003, the Company owned the real estate and building for one
of its stores and leased 283. The Company also owns the real estate and building
for one non-operating location. Between Fiscal 2001 and 2003, the Company
entered into sale-leaseback transactions with unaffiliated parties for 44 of its
store locations for periods ranging from 10 to 20 years. During Fiscal 2001, the
Company entered into a sale-leaseback transaction with an unaffiliated party for
the real estate and building for its Austin, Texas headquarters for a period of
15 years. 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 October 14, 2003 and April 30, 2023, with a small number
of leases on month-to-month terms. All leases provide for specified periodic
rental payments at market rates. Most leases require the Company to maintain the
property and pay the cost of insurance and taxes. The Company believes that the
termination of any one of its leases would not have a material adverse effect on
the Company's operations. The Company's strategy generally is to lease rather
than acquire space for its stores unless the Company finds what it believes is a
superior location at an attractive price.

Below is a summary of changes in the number of store locations during Fiscal
2001, 2002, and 2003. Included in the new stores opened in 2003 are two "store
within a store" Mono-line payday loan stores adjoining existing pawnshop
locations:

                                                      Fiscal Year Ended September 30,
                                               --------------------------------------------
                                                   2001            2002            2003
                                               ------------    ------------    ------------
                                                                      
Store count at beginning of fiscal year                 313             283             280
New stores opened                                        --              --               4
Stores closed pursuant to restructuring plan            (24)             --              --
Stores closed or consolidated                            (1)             (1)             --
Stores sold as operating businesses
                                                               ------------    ------------
                                                         (5)             (2)             --
                                               ------------    ------------    ------------
Store count at end of fiscal year                       283             280             284
                                               ============    ============    ============

On an ongoing basis, the Company may close or consolidate under performing store
locations as it did in Fiscal 2001 and 2002. In Fiscal 2001 and 2002, the
Company sold its seven California operating locations to a California based
check cashing chain.

                                       16

The following table presents the metropolitan areas or regions (as defined by
the Company) generally served by the Company and the number of locations serving
each market as of September 30, 2003:

                                                                 Number of
                                                                 Stores in
                          Region/Area                            Each Area
                          -----------                            ---------
                                                              
                           Texas:
                                    Houston                             59
                                    Valley                              26
                                    San Antonio                         21
                                    Central and Northeast               15
                                    Laredo Area                         15
                                    North Texas                         15
                                    Austin Area                         11
                                    Dallas                              11
                                    Panhandle                            5
                                    Corpus Christi                       7
                                                                 ---------
                                       Total Texas                     185

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

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

                           Florida:
                                    Tampa                                9
                                    Orlando                              5
                                    Other Areas                          4
                                                                 ---------
                                       Total Florida                    18

                           Indiana:
                                    Indianapolis Area                    9
                                    Fort Wayne Area                      3
                                    Other Areas                          3
                                                                 ---------
                                       Total Indiana                    15

                           Alabama:
                                    Birmingham Area                      5
                                    Mobile                               2
                                    Other Areas                          1
                                                                 ---------
                                       Total Alabama                     8

                           Nevada:
                                   Las Vegas                             4
                                                                 ---------
                                      Total Nevada                       4

                                       17

                                                                 Number of
                                                                 Stores in
                          Region/Area                            Each Area
                          -----------                            ---------
                                                              
                           Tennessee:
                                    Memphis                              3
                                                                 ---------
                                       Total Tennessee                   3

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

                           Mississippi:
                                   Jackson                               2
                                   Other Areas                           1
                                                                 ---------
                                      Total Mississippi                  3

                           Arkansas:
                                   West Helena                           1
                                                                 ---------
                                      Total Arkansas                     1
                                                                 ---------

                                      Total Company                    284
                                                                 =========

In addition to its store locations, the Company leases its 27,400 square foot
corporate office and 8,100 square foot facility for its jewelry processing
center, payday loan call center, and payday loan collections center located in
Austin, Texas.

                                       18

ITEM 3. LEGAL PROCEEDINGS

From time to time, the Company is involved in litigation and regulatory actions
arising from its normal business operations. Currently, the Company is a
defendant in several actions, some of which involve claims for substantial
amounts. While the ultimate outcome of these actions cannot be ascertained,
after consultation with counsel, the Company believes the resolution of these
actions will not have a material adverse effect on the Company's financial
condition, results of operation, or liquidity. There can be no assurance,
however, as to the ultimate outcome of these actions.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

                                       19

                                     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 November 21, 2003, there were 132 stockholders of record of the Company's
Class A Common Stock. There is no trading market for the Company's Class B
Voting Common Stock ("Class B Common Stock"), and as of November 21, 2003, 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 2002:
                        First quarter ended December 31, 2001                  $ 1.92       $ 1.14
                        Second quarter ended March 31, 2002                      4.10         1.65
                        Third quarter ended June 30, 2002                        5.00         3.10
                        Fourth quarter ended September 30, 2002                  3.50         2.50

Fiscal 2003:
                        First quarter ended December 31, 2002                  $ 3.90       $ 1.26
                        Second quarter ended March 31, 2003                      4.00         2.55
                        Third quarter ended June 30, 2003                        4.35         3.20
                        Fourth quarter ended September 30, 2003                  6.81         4.04

On November 21, 2003, the Company's Class A Common Stock closed at $7.35 per
share.

During the past three fiscal years, no dividends have been declared or paid. The
Company's credit agreement, which matures March 31, 2005, prohibits the payment
of dividends. Should dividends be paid in the future, the Company's restated
certificate of incorporation provides that cash dividends on common stock, when
declared, must be declared and paid at the same per share amounts on the Class A
Common Stock and the Class B Common Stock.

Any interested party may request a copy of this Annual Report on Form 10-K or of
the Company's Code of Conduct and Ethics, free of charge by submitting a written
request to EZCORP, Inc., Investor Relations, 1901 Capital Parkway, Austin, Texas
78746. The Code of Conduct and Ethics also may be obtained from the Company's
website at www.ezcorp.com.

                                       20

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

                                                              Fiscal Years Ended September 30
                                               -------------------------------------------------------------
                                                 1999          2000         2001         2002         2003
                                               ---------    ---------    ---------    ---------    ---------
                                                (Amounts in thousands, except per share and store figures)
                                                 (a)(b)        (b)          (b)           (b)
                                               ---------    ---------    ---------    ---------    ---------
                                                                                    
Operating Data:
Sales                                          $ 129,275    $ 138,850    $ 128,637    $ 131,046    $ 134,591
Pawn service charges                             101,892       57,475       54,666       56,676       58,175
Payday loan service charges                           --           --        2,142        8,251       12,538
Other                                                802        1,074          725          925        1,045
                                               ---------    ---------    ---------    ---------    ---------
Total revenues                                   231,969      197,399      186,170      196,898      206,349
Cost of goods sold                               113,824       88,054       79,089       84,936       86,100
                                               ---------    ---------    ---------    ---------    ---------
Net revenues                                     118,145      109,345      107,081      111,962      120,249
Store operating expenses                          81,963       85,513       75,245       78,265       85,373
Corporate administrative expenses                 14,387       19,324       14,043       15,619       17,008
Depreciation and amortization                      9,435       10,255       10,808       10,087        8,775
Restructuring expense                                 --       10,572         (696)          --           --
Interest expense                                   3,691        6,201        8,245        4,770        2,006
Equity in net income of unconsolidated
  affiliate                                         (225)        (267)        (604)
                                                                                           (304)      (1,412)
(Gain) loss on sale of assets                        268         (280)         413          327          170
Impairment of investment                              --           --           --           --        1,100
                                               ---------    ---------    ---------    ---------    ---------
Income (loss) before income taxes and
  cumulative effect of change in accounting
  principle                                        8,705      (22,015)        (710)       3,498        7,229
Income tax expense (benefit)                       3,220       (3,785)        (142)       1,294       (1,170)
                                               ---------    ---------    ---------    ---------    ---------
Income (loss) before cumulative effect of
  change in accounting principle                   5,485      (18,230)        (568)       2,204        8,399
Cumulative effect of change in accounting
  principle                                           --      (14,344)          --           --       (8,037)
                                               ---------    ---------    ---------    ---------    ---------
Net income (loss)                              $   5,485    $ (32,574)   $    (568)   $   2,204    $     362
                                               =========    =========    =========    =========    =========

 Earnings (loss) per common share, assuming    $    0.46    $   (2.71)   $   (0.05)   $    0.18    $    0.03
  dilution

   Cash dividends per common share             $    0.05    $   0.025    $      --    $      --    $      --

   Weighted average common shares and
        share equivalents, assuming dilution      12,008       12,017       12,104       12,292       12,552

Stores operated at end of period                     331          313          283          280          284

(a)      Beginning in Fiscal 2000, the Company changed its method of accounting
         for pawn service charge revenue and inventory. Prior to Fiscal 2000,
         the Company accrued 100% of pawn service charges during a pawn loan,
         and the inventory (and ultimately the cost of goods when the inventory
         was sold) resulting from forfeited pawn loan collateral was valued at
         the amount loaned plus accrued pawn service charges. In Fiscal 2000,
         the Company began accruing only pawn service charges expected to be
         collected, and inventory (and related costs of goods sold) was valued
         at only the amount loaned. Service charges, cost of goods sold and
         inventory before Fiscal 2000 are stated on the historical accounting
         method, and are not directly comparable to Fiscal 2000, 2001, 2002, and
         2003 amounts.

(b)      Beginning in Fiscal 2003, the Company adopted SFAS No. 142, which
         ceased amortization of certain indefinite lived intangible assets (See
         Note B to Consolidated Financial Statements). Amortization expense and
         equity in net income of affiliate before Fiscal 2003 are stated on the
         historical accounting method, and are not directly comparable to Fiscal
         2003 amounts.

                                       21

                                                                September 30
                                 ------------------------------------------------------------------------
                                      1999          2000           2001           2002           2003
                                 ------------   ------------   ------------   ------------   ------------
                                                                              
BALANCE SHEET DATA:
Pawn loans                       $     53,940   $     46,916   $     47,144   $     49,248   $     47,955
Payday loans                               --             33          1,250          2,326          3,630
Inventory                              58,241         35,660         34,231         32,097         29,755
Working capital                       125,575         72,498         75,334         86,425         90,885
Total assets                          234,077        203,793        178,560        165,970        153,690
Long-term debt                         83,123         81,112         60,192         42,245         31,000
Stockholders' equity                  135,685        102,671        101,957        104,544        105,478

                                                           Fiscal Years Ended September 30
                                            ----------------------------------------------------------
Pro forma amounts assuming the new
  accounting principles are applied
  retroactively:                               1999        2000         2001        2002        2003
                                            ---------   ---------    ---------   ---------   ---------
                                                                              
      Net income (loss):                    $   2,463   $ (17,515)   $     129   $   2,901   $   8,399
      Net income (loss) per diluted share                    0.21         0.01        0.24        0.67
                                                                                                 (1.46)
      Total assets                            206,074     192,473      167,172     155,193     154,062

                                       22

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, 2001, 2002, and 2003 ("Fiscal 2001", "Fiscal 2002",
and "Fiscal 2003"). The discussion should be read in conjunction with, and is
qualified in its entirety by, the accompanying consolidated financial statements
and related notes.

                             SUMMARY FINANCIAL DATA

                                                                       Fiscal Years Ended September 30
                                                                     -------------------------------------
                                                                       2001           2002          2003
                                                                     ---------     ---------     ---------
                                                                  (Dollars in thousands, except as indicated)
                                                                                        
OPERATIONS:
           Sales                                                     $ 128,637     $ 131,046     $ 134,591
           Pawn service charges                                         54,666        56,676        58,175
           Payday loan service charges                                   2,142         8,251        12,538
           Other                                                           725           925         1,045
                                                                     ---------     ---------     ---------
             Total revenues                                            186,170       196,898       206,349
           Cost of sales                                                79,089        84,936        86,100
                                                                     ---------     ---------     ---------
             Net revenues                                              107,081       111,962       120,249

           Restructuring expense                                          (696)           --            --

           Income (loss) before cumulative effect of a change in
                accounting principle                                      (568)        2,204         8,399
           Cumulative effect of adopting new accounting
                principle, net of tax                                       --            --        (8,037)
                                                                     ---------     ---------     ---------
           Net income (loss)                                         $    (568)    $   2,204     $     362
                                                                     =========     =========     =========
OTHER DATA:
           Gross margin                                                   38.5%         35.2%         36.0%
           Average annual inventory turnover                              2.2x          2.6x          2.7x
           Average inventory per pawn location at year end           $     121     $     115     $     106
           Average pawn loan balance per pawn location at year end   $     167     $     176     $     171
           Average pawn loan at year end (whole dollars)             $      73     $      73     $      71
           Average yield on pawn loan portfolio                            120%          123%          126%
           Pawn loan redemption rate                                        76%           76%           76%

EXPENSES AND INCOME AS A PERCENTAGE OF NET REVENUE (%):
               Store operating                                            70.3          69.9          71.0
               Administrative                                             13.1          14.0          14.1
               Depreciation and amortization                              10.1           9.0           7.3
               Interest                                                    7.7           4.3           1.7
               Income (loss) before income taxes                          (0.1)          3.1           6.0
               Income (loss) before cumulative effect                     (0.5)          2.0           7.0

STORES IN OPERATION:
               Beginning of year                                           313           283           280
               New openings                                                 --            --             4
               Sold, combined, or closed                                   (30)           (3)           --
                                                                     ---------     ---------     ---------
               End of year                                                 283           280           284
               Average number of locations during the year                 292           281           280

                                       23

GENERAL

The Company's primary lending activity is the making of small, non-recourse
loans secured by tangible personal property through its 280 pawnshops. The
income earned on this activity is pawn service charge revenue. While allowable
service charges vary by state and by amount of the loan, a majority of the
Company's pawn loans are in amounts that permit pawn service charges of 20% per
month or 240% per annum. The Company's average pawn loan amount has historically
averaged between $70 and $75. The allowable term of pawn loans also differs by
state, but is typically 30 days with an automatic 60-day extension.

The Company sells merchandise acquired primarily through pawn loan forfeitures
and, to a lesser extent, through purchases of customers' merchandise. The
realization of gross profit on sales of inventory primarily depends on the
Company's initial assessment of the property's resale value. Improper assessment
of the resale value of the collateral in the lending function can result in
reduced marketability of the property and the realization of a lower margin.

The Company also offers unsecured payday loans in 230 of its pawnshops, 17
EZMONEY Mono-line stores, and in its call center as of November 21, 2003. In 199
locations and its call center, the Company markets and services payday loans
made by County Bank, a federally insured Delaware bank. After origination of the
loans, the Company may purchase an 85% participation in the loans made by County
Bank and marketed by the Company. In 48 of its locations, the Company makes
payday loans directly, operating under state law. The average payday loan amount
is approximately $325 and the terms are generally less than 30 days, averaging
about 16 days. The service charge per $100 loaned is typically $18 for a 7 to
23-day period, but varies in certain locations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's Discussion and Analysis of Financial Condition and Results of
Operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. On an on-going basis, management evaluates its estimates
and judgments, including those related to revenue recognition, inventory,
allowance for losses on payday loans, long-lived and intangible assets, income
taxes, contingencies and litigation. Management bases its estimates on
historical experience, observable trends, and various other assumptions that are
believed to be reasonable under the circumstances. Management uses this
information to make judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from the estimates under different assumptions or conditions.

Management believes the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of its consolidated
financial statements.

PAWN LOAN REVENUE RECOGNITION: Pawn service charges are recorded using the
interest method for all pawn loans the Company deems to be collectible. The
Company bases its estimate of uncollectible loans on several factors, including
recent redemption rates, historical trends in redemption rates, and the amount
of loans due in the following three months. Unexpected variations in any of
these factors could increase or decrease the Company's estimate of uncollectible
loans, affecting the Company's earnings and financial condition. In Fiscal 2003,
99.7% ($58.0 million) of recorded pawn service charge revenue was collected in
cash, and 0.3% ($0.2 million) resulted from an increase in accrued pawn service
charges receivable.

PAYDAY LOAN REVENUE RECOGNITION: Payday loans and related service charges
reported in the Company's consolidated financial statements reflect only the
Company's participation interest in these loans. The Company accrues service
charges on the percentage of loans the Company deems to be collectible using the
interest method. Accrued service charges related to defaulted loans are deducted

                                       24

from service charge revenue upon loan default, and increase service charge
revenue upon subsequent collection. In Fiscal 2003, 98.0% ($12.3 million) of
recorded payday loan service charge revenue was collected in cash, and 2.0%
($0.2 million) resulted from an increase in accrued payday loan service charges
receivable.

ALLOWANCE FOR LOSSES ON PAYDAY LOANS: Unlike pawn loans, payday loans are
unsecured, and their profitability is highly dependent upon the Company's
ability to manage the default rate and collect defaulted loans. The Company
considers a loan defaulted if the loan has not been repaid or refinanced by the
maturity date. Although defaulted loans may be collected later, the Company
charges defaulted loans' principal to bad debt upon default, leaving only active
loans in the reported balance. Subsequent collections of principal are recorded
as a reduction of bad debt at the time of collection.

The Company also provides an allowance for losses on active payday loans and
related service charges receivable. This estimate is based largely on recent net
default rates and expected seasonal fluctuations in default rates. The accuracy
of the Company's allowance estimate is dependent upon several factors, including
its ability to predict future default rates based on historical trends and
expected future events. Actual loan losses could vary from those estimated due
to variance in any of these factors. Changes in the principal valuation
allowance are charged to bad debt expense, a component of operations expense in
the Company's statement of operations. Changes in the service charge receivable
valuation allowance are charged to payday loan service charge revenue. Increased
defaults and credit losses may occur during a national or regional economic
downturn, or could occur for other reasons, resulting in the need to increase
the allowance. The Company believes it effectively manages these risks through
its underwriting criteria, closely monitoring the performance of the portfolio,
and participating in loans made by a bank using similar strategies.

INVENTORY: If a pawn loan is not repaid, the forfeited collateral (inventory) is
recorded at cost (pawn loan principal). The Company does not record loan loss
allowances or charge-offs on the principal portion of pawn loans. In order to
state inventory at the lower of cost or market (net realizable value), the
Company provides an allowance for shrinkage and excess, obsolete, or slow-moving
inventory. The Company's inventory valuation allowance is based on the type and
age of merchandise as well as recent sales trends and margins. At September 30,
2003, this allowance was approximately $1.8 million, or 5.8% of the gross
inventory balance. Changes in the inventory valuation allowance are recorded as
cost of goods sold. The accuracy of the Company's inventory allowance is
dependent on its ability to predict future events based on historical trends.
Unexpected variations in sales margins, inventory turnover, or other factors,
including fluctuations in gold prices could increase or decrease the Company's
inventory allowance.

VALUATION OF TANGIBLE LONG-LIVED ASSETS: The Company assesses the impairment of
tangible long-lived assets whenever events or changes in circumstances indicate
that the carrying value may not be recoverable. Factors which could trigger an
impairment review include the following: significant underperformance relative
to historical or projected future cash flows; significant changes in the manner
of use of the assets or the strategy for the overall business; and significant
negative industry trends. When management determines that the carrying value of
tangible long-lived assets may not be recoverable, impairment is measured based
on the excess of the assets' carrying value over the estimated fair value. No
impairment of tangible long-lived assets was recognized in Fiscal 2001, 2002, or
2003.

EFFECT OF ADOPTION OF NEW ACCOUNTING PRINCIPLE: The Company adopted the
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets" effective October 1, 2002. Under its provisions,
goodwill and other intangible assets having indefinite lives are no longer
subject to amortization but will be tested for impairment annually, or more
frequently if events or changes in circumstances indicate that the assets might
be impaired. With the adoption of SFAS No. 142, the Company ceased amortization
of goodwill and pawn licenses, which lowered amortization expense approximately
$603,000 annually, beginning October 1, 2002. The Company also ceased goodwill
amortization related to its equity investment in A&B, resulting in a $453,000
annual increase in "equity in net income of unconsolidated affiliates." During
the quarter ended December 31, 2002, the

                                       25

Company completed impairment tests of its goodwill and pawn licenses. The
testing estimated enterprise value based on discounted cash flows and market
capitalization and indicated no impairment of pawn licenses and implied fair
value of goodwill of $0 based on the allocation of enterprise value to all of
the Company's assets and liabilities. This resulted in an $8.0 million, net of
tax, impairment charge for goodwill recorded as a cumulative effect of adopting
a new accounting principle. The Company assesses its goodwill and indefinite
lived intangible assets as of July 1 of each year or more frequently if events
or changes in circumstances indicate impairment. Excluding the cumulative
adjustment recognizing impairment of the Company's goodwill, the Company
concluded that there was no impairment of its indefinite lived intangible assets
in Fiscal 2003.

INCOME TAXES: As part of the process of preparing the consolidated financial
statements, the Company is required to estimate income taxes in each of the
jurisdictions in which it operates. This process involves estimating the actual
current tax liability together with assessing temporary differences in
recognition of income for tax and accounting purposes. These differences result
in deferred tax assets and liabilities, which are included in the Company's
consolidated balance sheet. Management must then assess the likelihood that the
deferred tax assets will be recovered from future taxable income. In the event
that the Company was to determine that it would not be able to realize all or
part of its net deferred tax assets in the future, a valuation allowance would
be charged to the income tax provision in the period such determination was
made. Likewise, should the Company determine that it would be able to realize
its deferred tax assets in the future in excess of its net recorded amount, a
decrease to a valuation allowance would increase income in the period such
determination was made.

Significant management judgment is required in determining the provision for
income taxes, deferred tax assets and liabilities, and any valuation allowance
recorded against deferred tax assets. No adjustments were made to the Company's
valuation allowance in Fiscal 2001 or 2002. At September 30, 2003, the Company
reversed its $3.7 million valuation allowance on its deferred tax assets, based
on management's estimate of taxable income in the three years following Fiscal
2003. Projected levels of pre-tax earnings over the next three years, primarily
attributable to ordinary and recurring operating results, are sufficient to
generate the $37 million required amount of taxable income to realize the net
deferred tax assets. The Company intends to evaluate the realizability of the
deferred tax assets quarterly by assessing the need for a valuation allowance,
if any. Uncertainties that might impact the realization of the deferred tax
assets include possible declines in revenues and margins.

EQUITY IN NET INCOME OF A&B: The Company accounts for its investment in A&B
using the equity method. Since A&B's fiscal year ends three months prior to the
Company's fiscal year, the income reported by the Company for its investment in
A&B is on a three-month lag. In accordance with U.K. securities regulations, A&B
files only semi-annual financial reports, for its fiscal periods ending December
31 and June 30. The income reported for the Company's Fiscal 2003 year
represents its percentage interest in the results of A&B's operations from July
2002 through June 2003.

STOCK-BASED COMPENSATION: The Company accounts for its stock-based compensation
plans in accordance with the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
("APB 25"). In October 1995, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 123, "Accounting for Stock-Based Compensation." SFAS No. 123, as
amended by SFAS No. 148, "Accounting for Stock-Based Compensation Transition and
Disclosure," 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 No. 123, as amended by SFAS No.
148 been adopted. The Company has calculated the fair value of options granted
in these periods using the Black-Scholes option-pricing model and has disclosed
the pro forma impact on net income in Note I to the Consolidated Financial
Statements.

DISCLOSURE AND INTERNAL CONTROLS: Based on an assessment of the effectiveness of
the Company's disclosure controls and procedures, accounting policies, and the
underlying judgments and uncertainties affecting the application of those
policies and procedures, management believes that the Company's consolidated
financial statements provide a meaningful and fair perspective of the Company

                                       26

in all material respects. There have been no significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation. Management identified no
significant deficiencies or material weaknesses in internal controls. Other risk
factors, such as those discussed elsewhere in this annual report as well as
changes in business strategies, could adversely impact the consolidated
financial position, results of operations, and cash flows in future periods.

RESULTS OF OPERATIONS

FISCAL 2003 COMPARED TO FISCAL 2002

The Company's Fiscal 2003 pawn service charge revenue increased 3%, or $1.5
million from Fiscal 2002 to $58.2 million. This represents an increase in same
store pawn service charge revenue ($1.6 million) offset by the decrease in pawn
service charge revenue from closed stores ($0.1 million). The improvement in
same store pawn service charge revenue was due to a three percentage point
improvement in loan yields to 126% in Fiscal 2003. Variations in the annualized
loan yield, as seen between these periods, are due generally to changes in the
statutory fees that can be charged, changes in the level of loan forfeitures and
a mix shift between loans with different yields. Excluding the effect of closed
stores, the Company's Fiscal 2003 average balance of pawn loans outstanding was
0.2% higher and ending pawn loans outstanding were 3% lower than in Fiscal 2002.

Fiscal 2003 sales increased $3.5 million from Fiscal 2002 to $134.6 million. The
increase was due to an increase in same store sales ($1.8 million) and an
increase in jewelry scrapping sales ($1.8 million), offset by a reduction in
sales from closed stores ($0.1 million).

Below is a summary of Fiscal 2002 and 2003 sales and margins:

                                       Fiscal Year Ended September 30,
                                             2002         2003
                                          ---------    ---------
                                          (Dollars in millions)
                                                 
Merchandise sales                         $   112.0    $   113.8
Jewelry scrapping sales                        19.0         20.8
                                          ---------    ---------

Total sales                                   131.0        134.6
Gross profit on merchandise sales         $    45.8    $    45.2
Gross profit on jewelry scrapping sales         0.3          3.3

Gross margin on merchandise sales              40.9%        39.7%
Gross margin on jewelry scrapping sales         1.6%        15.9%
Overall gross margin                           35.2%        36.0%

Fiscal 2003 overall gross margins on sales increased 0.8 of a percentage point
from Fiscal 2002 to 36.0%. Margins on merchandise sales, excluding jewelry
scrapping, decreased 1.2 percentage points as a result of higher loan values on
forfeited collateral, more aggressive discounting, and a higher inventory
valuation allowance, primarily on aged general merchandise. Improvements in
jewelry scrapping margins, due largely to higher gold prices, more than offset
the decrease in merchandise sales margins, leading to the improvement in overall
margins. Inventory shrinkage, included in cost of goods sold, was 1.9% of
merchandise sales in Fiscal 2003 compared to 1.5% in Fiscal 2002.

The higher level of gross profit for jewelry scrapping sales, seen in the table
above, is largely due to higher gold prices, which reached historical five-year
highs during Fiscal 2003. Future fluctuations in gold prices would have an
immediate and direct impact on the sales proceeds, or revenue per gram of gold
scrapped. The Company may react to gold price changes by adjusting the amount it
would lend on gold jewelry, which may ultimately impact the cost of scrapped
gold.

                                       27

During 2003, the Company offered payday loans in 225 of its pawnshop locations
and through its Austin, Texas based call center. During the fourth Fiscal 2003
quarter, the Company opened four Mono-line payday loan stores specializing in
payday loans, two of which were carved out of existing pawnshop locations. For
the locations offering payday loans for the full year, average per store payday
loan balances increased 53% to $15,500 per store on September 30, 2003.

Payday loan data are as follows for Fiscal 2002 and 2003:

                                                                               Fiscal Year Ended September 30,
                                                                                    2002             2003
                                                                                ------------     ------------
                                                                                  (Dollars in thousands)
                                                                                           
Service charge revenue                                                          $      8,251     $     12,538
Bad debt (included in operating expense)                                              (3,138)          (3,551)
Other direct transaction expenses (included in operating expense)                       (802)          (1,134)
Collection and call center costs (included in administrative expense)                   (382)            (650)
                                                                                ------------     ------------
Contribution to operating income                                                       3,929            7,203

Average payday loan balance outstanding during year                                    1,596            2,763
Payday loan balance at end of year                                                     2,326            3,630
Average loan balance per participating location at end of year                          10.2             15.8
Participating locations at end of year (whole numbers)                                   229              230
Net default rate (defaults net of collections, measured as a percent of loans
   made)                                                                                 6.9%             5.0%

The contribution to operating income presented above is the incremental
contribution only and excludes allocation of other costs such as labor, rent,
and overhead.

Payday loan service charge revenue and bad debt expense each increased from
Fiscal 2002 primarily due to higher average loan balances. The loan balance
increased primarily due to the maturing of the product. The Company's
significant improvement in net defaults was primarily due to continued
refinements in the Company's collection efforts and improvements to its
underwriting criteria as it gains more experience with this product.

The Company provides a valuation allowance on both the principal and fees
receivable for payday loans. Due to the short-term nature of these loans, the
Company uses recent net default rates and anticipated seasonal changes in the
rate of defaults as the basis for its valuation allowance, rather than reserving
the annual rate. At September 30, 2003, the valuation allowance was 5.9% of the
payday loan principal and fee receivable.

In Fiscal 2003, store operating expenses as a percent of net revenues increased
1.1 percentage points to 71.0%. This increase is largely due to a $2.7 million
increase in labor, incentive compensation, and benefits and a $1.0 million
increase in robberies related primarily to one gang that has been apprehended.
Fiscal 2003 operating expenses also reflect a volume-related $0.7 million
increase in payday loan bad debt and other direct payday loan transaction
expenses, $0.7 million higher rent on computer equipment upgrades, and a $0.4
million increase in rent from the sale-leaseback of previously owned store
locations. The incremental sale-leaseback rent expense was largely offset by
related decreases in depreciation of the sold locations and lower interest
expense from debt retired with the proceeds of the sale-leaseback transactions.

Administrative expenses measured as a percentage of net revenues increased 0.1
of a percentage point from Fiscal 2002 to 14.1%. The increase is due primarily
to higher employment related costs and payday loan related costs. Employment
cost increases reflect increased benefit costs, general inflation, limited staff
additions, and greater incentive compensation related to the Company's improved
overall performance in Fiscal 2003. The increased volume of payday loans in
Fiscal 2003 required the increase in payday loan related costs, primarily labor
in the debt collection area. Included in administrative expenses are management
fees and expense reimbursements paid to a related party totaling $767,000

                                       28

and $498,000 in Fiscal 2003 and 2002, as more fully discussed in Item 13 of this
annual report on Form 10-K.

Depreciation and amortization expense, when measured as a percentage of net
revenue, decreased 1.7 percentage points in Fiscal 2003 to 7.3%. This
improvement is primarily due to ceasing amortization of intangibles upon the
adoption of SFAS No. 142, "Goodwill and Other Intangible Assets" and the
reduction in depreciation resulting from the sale-leaseback of previously owned
locations.

In Fiscal 2003, interest expense decreased to $2.0 million from $4.8 million in
Fiscal 2002. The improvement was driven by lower average debt balances, coupled
with lower effective interest rates. At September 30, 2003, the Company's total
debt was $31.0 million compared to $42.2 million at September 30, 2002.
Decreases in the debt balance were funded primarily by cash flow from
operations.

In Fiscal 2000, the Company invested $1.1 million in an internet related
start-up company. Based on the investee's performance to date, the Company
determined at September 30, 2003 that its investment was fully impaired,
resulting in a $1.1 million impairment charge recorded in Fiscal 2003.

The Fiscal 2003 income tax benefit was $1.2 million. This amount includes the
reversal of a $3.7 million deferred tax asset valuation allowance as the Company
projects its future taxable income will be sufficient to fully realize its net
deferred tax asset. Excluding the removal of the valuation allowance, the
Company's income tax provision would be $2.5 million (35% of pretax income)
compared to an income tax provision of $1.3 million (37% of pretax income) for
Fiscal 2002. The decrease in effective tax rate for Fiscal 2003 is due to
non-deductible items having a smaller percentage impact on pre-tax earnings.

Operating income for Fiscal 2003 increased $1.1 million over Fiscal 2002 to $9.1
million. The $3.3 million increased contribution from payday loans, $2.4 million
improvement in gross profit on sales, and $1.6 million increase in same store
pawn service charges account for most of the improvement. Coupled with these is
a $0.6 million reduction in amortization resulting from the adoption of SFAS No.
142, "Goodwill and Other Intangible Assets," and a $0.7 million reduction in
depreciation expense related to the sale-leaseback of store locations. These
improvements were partially offset by $7.1 million higher operating and
administrative expenses and $0.4 million of rent from the sale-leaseback of
store locations.

Income before the cumulative effect of adopting SFAS No. 142 improved to $8.4
million from $2.2 million in Fiscal 2002. This results principally from a $2.8
million decrease in interest expense, and a $3.7 million reduction in the
deferred tax asset valuation allowance, partially offset by a $1.1 million
impairment of an investment in an internet business. After the non-cash
cumulative effect of adopting SFAS No. 142, the Company's net income was $0.4
million compared to $2.2 million in Fiscal 2002.

FISCAL 2002 COMPARED TO FISCAL 2001

The Company's Fiscal 2002 pawn service charge revenue increased 4%, or $2.0
million from Fiscal 2001 to $56.7 million. This represents an increase in same
store pawn service charge revenue ($2.2 million) offset by the decrease in pawn
service charge revenue from closed stores ($0.2 million). Of the $2.2 million
improvement in same store pawn service charge revenue, $1.2 million was due to
greater average loan balances during the year and $1.0 million was due to a 3
percentage point improvement in loan yields to 123% in Fiscal 2002. Variations
in the annualized loan yield, as seen between these periods, are due generally
to changes in the statutory fees that can be charged, changes in the level of
loan forfeitures and a mix shift between loans with different yields. Excluding
the effect of closed stores, the Company's Fiscal 2002 average balance of pawn
loans outstanding was 2% higher and ending pawn loans outstanding were 6% higher
than in Fiscal 2001.

Fiscal 2002 sales increased $2.4 million from Fiscal 2001 to $131.0 million. The
increase was primarily due to an increase in jewelry scrapping sales ($5.4
million), offset by a reduction in sales from closed stores ($1.7 million) and
lower same store merchandise sales ($1.3 million). Lower merchandise sales
occurred mainly in jewelry largely as a result of lower jewelry inventories
caused by the higher level of jewelry scrapping. Below is a summary of Fiscal
2001 and 2002 sales and margins:

                                       29

                                                          Fiscal Year Ended September 30,
                                                              2001             2002
                                                          ------------     ------------
                                                               (Dollars in millions)
                                                                     
Merchandise sales                                         $      115.0     $      112.0
Jewelry scrapping sales                                           13.6             19.0
                                                          ------------     ------------
Total sales                                                      128.6            131.0

Gross profit on merchandise sales                         $       50.3     $       45.8
Gross profit (loss) on jewelry scrapping sales                    (0.7)             0.3

Gross margin on merchandise sales                                 43.7%            40.9%
Gross margin on jewelry scrapping sales                           (5.2%)            1.6%
Overall gross margin                                              38.5%            35.2%

Fiscal 2002 overall gross margins on sales decreased 3.3 percentage points from
Fiscal 2001 to 35.2%. Margins on merchandise sales, excluding jewelry scrapping,
decreased 2.8 percentage points as a result of higher loan values on forfeited
collateral, more aggressive discounting, and higher inventory valuation
allowance, primarily on aging general merchandise. The change in merchandise
sales margins comprised 0.2 of a percentage point of the change in overall gross
margins. Although margins on jewelry scrapping improved in Fiscal 2002 due
largely to higher gold prices, the 39% increase in volume of these low margin
sales (jewelry generally is scrapped at a loss or small margin) had a 3.1
percentage point negative effect on overall margins. Inventory shrinkage,
included in cost of goods sold, was 1.5% of merchandise sales in Fiscal 2002
compared to 1.4% in Fiscal 2001.

For most of Fiscal 2002, the Company offered payday loans in 205 of its pawnshop
locations. In the second half of Fiscal 2002, the Company began offering payday
loans in another 23 of its pawnshops and through its Austin, Texas based call
center. For the 205 locations offering payday loans for the full year, average
per store payday loan balances increased 81% to $10,900 per store on September
30, 2002.

Payday loan data are as follows for Fiscal 2001 and 2002:

                                                                               Fiscal Year Ended September 30,
                                                                                    2001             2002
                                                                                ------------     ------------
                                                                                    (Dollars in thousands)
                                                                                           
Service charge revenue                                                          $      2,142     $      8,251
Bad debt (included in operating expense)                                              (1,247)          (3,138)
Other direct transaction expenses (included in operating expense)                       (175)            (802)
Collection and call center costs (included in administrative expense)                     --             (382)
                                                                                ------------     ------------
Contribution to operating income                                                         720            3,929

Average payday loan balance outstanding during year                                      430            1,596
Payday loan balance at end of year                                                     1,250            2,326
Average loan balance per participating location at end of year                           6.1             10.2
Participating locations at end of year (whole numbers)                                   205              229
Net default rate (defaults net of collections, measured as a percent of loans
   made)                                                                                 8.1%             6.9%

The contribution to operating income presented above is the incremental
contribution only and excludes other costs such as labor, rent, and other
overhead costs.

Payday loan service charge revenue and bad debt expense each increased from
Fiscal 2001 primarily due to higher average loan balances. The loan balance
increased due to the maturing of the product and a growth in the number of
locations offering the loans.

                                       30

The Company provides for a valuation allowance on both the principal and fees
receivable for payday loans. Due to the short-term nature of these loans, the
Company uses recent net default rates and anticipated seasonal changes in the
rate as the basis for its valuation allowance, rather than reserving the annual
rate. At September 30, 2002, the valuation allowance was 5.6% of the payday loan
principal and fees receivable.

In Fiscal 2002, store operating expenses as a percent of net revenues decreased
0.4 of a percentage point to 69.9%. Fiscal 2002 operating expenses reflect a
volume-related $2.5 million increase in payday loan bad debt and other direct
payday loan transaction expenses, and a $1.4 million increase in rent from the
sale-leaseback of previously owned store locations. Despite these increases,
store operating expenses decreased as a percent of net revenues due to the
effects of greater net revenues and an improvement in other store operating
expenses. The incremental sale-leaseback rent was largely offset by related
decreases in depreciation of the sold locations and lower interest expense from
debt retired with the proceeds from the sale-leasebacks.

Administrative expenses measured as a percentage of net revenues increased 0.9
of a percentage point from Fiscal 2001 to 14.0%. The increase is due primarily
to higher employment related costs and payday loan collection costs. Employment
cost increases reflect limited staff additions, general inflation, and greater
incentive compensation related to the Company's improved overall performance in
Fiscal 2002. The increased volume of payday loans in Fiscal 2002 required the
increase in payday loan collection costs, primarily labor in the debt collection
area. Included in administrative expenses are expense reimbursements paid to a
related party totaling $498,000 and $426,000 in Fiscal 2002 and 2001, as more
fully discussed in Item 13 of this annual report on Form 10-K.

Depreciation and amortization expense, when measured as a percentage of net
revenue, decreased 1.1 percentage points in Fiscal 2002 to 9.0%. This
improvement is primarily due to the reduction in depreciable assets through the
sale-leaseback of previously owned locations.

In Fiscal 2002, interest expense decreased by $3.5 million to $4.8 million.
Lower average debt balances led to $2.9 million of the improvement, while lower
effective interest rates contributed the remaining $0.6 million. At September
30, 2002, the Company's total debt was $42.2 million compared to $60.2 million
at September 30, 2001. Decreases in the debt balance were funded primarily by
cash flow from operations and $6.5 million of proceeds from the sale-leaseback
of previously owned locations.

The Fiscal 2002 income tax provision was $1.3 million (37% of pretax income)
compared to an income tax benefit of $0.1 million (20% of pretax loss) for
Fiscal 2001. The increase in effective tax rate for Fiscal 2002 compared to the
Fiscal 2001 benefit is due to non-tax deductible items having a smaller
percentage effect on larger pre-tax earnings.

Operating income for Fiscal 2002 increased $0.3 million over Fiscal 2001 to $8.0
million. The $3.3 million greater contribution from payday loans and $2.2
million increase in same store pawn service charges account for most of the
overall improvement. These improvements were largely offset by lower gross
profits on sales ($3.5 million) and increased rent from the sale-leaseback of
store locations ($1.4 million), combined with higher administrative costs. After
a $3.5 million decrease in interest expense and smaller changes in other
non-operating items, Fiscal 2002 net income improved to $2.2 million from Fiscal
2001's $0.6 million net loss.

RESTRUCTURING

Pursuant to a restructuring plan, the Company decided to close 54 stores and
recorded a pretax charge of $11.8 million ($7.8 million net of tax) in Fiscal
2000. In June 2001, the Company re-evaluated seven remaining stores that had not
been closed, and decided to continue their operation, based on their improved
operating performance and future outlook. Accordingly, the Company reversed the
$1.3 million restructure accrual related to these seven stores. The Company
recorded an additional $0.3 million restructure expense for the 47 stores
previously closed, primarily to account for higher than estimated costs of
settling leases, resulting in a net credit to restructuring expense of $1.0
million in the period

                                       31

ended June 30, 2001, $0.3 million of which is included in cost of sales. At
September 30, 2003, the Company no longer had a balance in the restructuring
reserve.

LIQUIDITY AND CAPITAL RESOURCES

Certain transactions presented in the restated Statements of Cash Flows for the
years ended September 30, 2003, 2002 and 2001, respectively, have been
reclassified between certain sections of the Statements of Cash Flows. A summary
of these reclassifications showing their effect on the restated Statements of
Cash Flows is provided in Note Q to the Consolidated Financial Statements.

In Fiscal 2003, The Company's $15.3 million cash flow from operations consisted
of (i) net income plus several non-cash items, aggregating to $13.2 million and
(ii) $2.1 million of changes in operating assets and liabilities, primarily
prepaid expenses and other assets. The Company's $16.9 million Fiscal 2002 cash
flow from operations consisted of (i) net income plus several non-cash items,
aggregating to $16.1 million and (ii) $0.8 million of changes in operating
assets and liabilities, primarily accounts payable. The primary difference
between cash flow from operations for Fiscal 2002 and Fiscal 2003 is a higher
level of income taxes paid in cash in Fiscal 2003. In Fiscal 2002, the Company
had the benefit of a net operating loss carry-forward, which was fully utilized
during Fiscal 2002.

In Fiscal 2003, the Company invested $2.5 million in property and equipment,
$4.9 million in funding payday loans net of repayments, and increased its cash
balance by $1.0 million. These changes and an $11.2 million reduction in debt
were funded by the cash flow from operations discussed above, $1.0 million in
proceeds from the sale of assets, $0.5 million of dividends from Albemarle &
Bond Holding, plc, and a $2.8 million net cash inflow resulting from pawn loans
made and repaid and the recovery of pawn loan principal through the sale of
forfeited collateral.

During the fiscal year ending September 30, 2004, the Company plans to open 75
to 85 Mono-line payday loan stores, including those adjoining EZPAWN stores at
an expected aggregate capital expenditure of approximately $2.5 million, plus
the funding of working capital and start-up losses at these stores. While the
Company anticipates that these new stores will contribute to increased future
earnings, it expects they will have a negative effect on earnings in their first
year of operation.

The Company anticipates that cash flow from operations and availability under
its revolving credit facility will be adequate to fund planned store growth,
capital expenditures, and working capital requirements during the coming year.

The Company's $42.5 million credit agreement (increased from $40 million on June
5, 2003) matures March 31, 2005. Availability of funds under the revolving
credit facility is tied to loan and inventory balances, and advances are secured
by the Company's assets. The Company may choose either a Eurodollar rate or the
agent bank's base rate. Interest accrues at the Eurodollar rate plus 250 to 325
basis points or the agent bank's base rate plus 100 to 175 basis points,
depending on the leverage ratio computed at the end of each quarter, subject to
a minimum rate of 4.5%. Terms of the agreement require, among other things, that
the Company meet certain financial covenants that the Company believes will be
achieved based upon its current and anticipated performance. In addition,
payment of dividends is prohibited and additional debt is restricted. At
September 30, 2003, the Company had $31.0 million outstanding on the revolving
credit facility.

SEASONALITY

Historically, service charge revenues are highest in the Company's first fiscal
quarter (October through December) due to improving loan redemption rates
coupled with a higher average loan balance following the summer lending season.
Sales generally are highest in the Company's first and second fiscal quarters
(October through March) due to the holiday season and the impact of tax refunds.
Sales volume can be heavily influenced by the timing of decisions to scrap
excess jewelry inventory, which generally occurs during low jewelry sales
periods (May through October). The net effect of these factors is that net
revenues and net income typically are highest in the first and second fiscal
quarters. The Company's cash flow is greatest in its second fiscal quarter
primarily due to a high level of loan redemptions and sales in the income tax
refund season.

                                       32

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 statements 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, pawn redemption rates, payday loan default and collection
rates, labor and employment matters, competition, operating risk, acquisition
and expansion risk, changes in the number of expected store openings, changes in
expected returns from new stores, 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, foreign currency exchange rates, and
gold prices. The Company also is exposed to regulatory risk in relation to its
payday loans. The Company does not use derivative financial instruments.

The Company's earnings and financial position may be affected by changes in gold
prices and the resulting impact on pawn lending and jewelry sales. The proceeds
of scrap sales and the Company's ability to liquidate excess jewelry inventory
at an acceptable margin are dependent upon gold prices. The impact on the
Company's financial position and results of operations of a hypothetical change
in gold prices cannot be reasonably estimated.

The Company's earnings are affected by changes in interest rates due to the
impact those changes have on its debt, all of which is variable-rate debt. If
interest rates average 50 basis points more in 2004 than they did in 2003, the
Company's annual interest expense would be increased by approximately $155,000.
This amount is determined by considering the impact of the hypothetical interest
rates on the Company's variable-rate debt at September 30, 2003.

The Company's earnings and financial position are affected by foreign exchange
rate fluctuations related to the equity investment in A&B. A&B'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 ways. For example, a devalued pound could result in an economic
recession in the U.K., which in turn could impact A&B's and the Company's
results of operations and financial position. The impact on the Company's
results of operations and financial position of a hypothetical change in the
exchange rate between the U.S. dollar and the U.K. pound cannot be reasonably
estimated due to the interrelationship of operating results and exchange rates.
The translation adjustment representing the strengthening in the U.K. pound
during the year ended June 30, 2003 (included in the Company's September 30,
2003 results on a three-month lag as described above) was approximately a
$505,000 increase to shareholders' equity. On September 30, 2003, the U.K. pound
closed at 1.00 to 1.66710 U.S. dollars, a strengthening from 1.6503 at June 30,
2003. No assurance can be given as to the future valuation of the U.K. pound and
how further movements in the pound could affect future earnings or the financial
position of the Company.

                                       33

The Company's earnings and financial position could be affected by changes in
the regulatory environment for payday loans, primarily the rates allowed and the
Company's association with County Bank. The Federal Deposit Insurance
Corporation ("FDIC") has set forth guidelines governing companies which market
payday loans for federally chartered banks, such as the Company's relationship
with County Bank. While the Company believes its arrangement with County Bank
falls within these guidelines, changes in the guidelines or any finding that the
Company's arrangement does not comply could have a material adverse effect on
the Company's financial position and results of operations, the amount of which
cannot be reasonably determined.

                                       34

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS

                                                                                                        Page
                                                                                                        ----
                                                                                                     
Report of Independent Auditors                                                                           36

Consolidated Financial Statements:

           Consolidated Balance Sheets as of September 30, 2002 and 2003                                 37

           Consolidated Statements of Operations for each of the Three Fiscal Years
           Ended September 30, 2003                                                                      38

           Consolidated Statements of Cash Flows for each of the Three Fiscal Years
           Ended September 30, 2003                                                                      39

           Consolidated Statements of Stockholders' Equity for each of the Three Fiscal Years
           Ended September 30, 2003                                                                      40

           Notes to Consolidated Financial Statements                                                    41

                                       35

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
EZCORP, Inc.

We have audited the accompanying consolidated balance sheets of EZCORP, Inc. and
its subsidiaries as of September 30, 2002 and 2003, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
three years in the period ended September 30, 2003. Our audits also included the
financial statement schedule listed in the Index at Item 15(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 and schedule based on our audits. We did not audit the financial
statements of Albemarle & Bond Holdings, plc, an equity investee, which
statements reflect total assets constituting 9.6% in 2003, and 8.0% in 2002, and
equity in income constituting 19.5% in 2003, 17.3% in 2002, and 37.6% in 2001 of
consolidated income before income taxes and the cumulative effect of adopting a
new accounting principle. Those statements were audited by Solomon Hare.

We conducted our audits in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States). 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, based on our audits and the report of other auditors, 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, 2002 and 2003, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended September 30, 2003, in conformity with accounting principles generally
accepted in the United States. 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.

As discussed in Note B to the consolidated financial statements, effective
October 1, 2002, the Company adopted the Statement of Financial Accounting
Standards No. 142 "Goodwill and Other Intangibles". Also, as described in Note
Q, the consolidated statements of cash flows for the three years ended September
30, 2003 have been restated.

ERNST & YOUNG LLP

Austin, Texas
November 6, 2003 (except for Note Q,
as to which the date is November 24, 2004)

                                       36

                           CONSOLIDATED BALANCE SHEETS

                                                                                     September 30,
                                                                             ------------------------------
                                                                                  2002            2003
                                                                             -------------    -------------
                                                                                        
Assets:                                                                              (In thousands)
             Current assets:
                Cash and cash equivalents                                    $       1,492    $       2,496
                Pawn loans                                                          49,248           47,955
                Payday loans                                                         2,326            3,630
                Pawn service charges receivable, net                                 8,819            8,990
                Payday loan service charges receivable, net                            485              735
                Inventory, net                                                      32,097           29,755
                Deferred tax asset                                                   6,418            8,163
                Federal income tax receivable                                          359              328
                Prepaid expenses and other assets                                    1,898            1,726
                                                                             -------------    -------------
                                  Total current assets                             103,142          103,778

             Investment in unconsolidated affiliates                                14,406           14,700
             Property and equipment, net                                            32,190           25,369
             Goodwill, net                                                          11,148               --
             Notes receivable from related parties                                   1,522            1,500
             Deferred tax asset - non-current                                           --            4,391
             Other assets, net                                                       3,562            3,952
                                                                             -------------    -------------
             Total assets                                                    $     165,970    $     153,690
                                                                             =============    =============
Liabilities and stockholders' equity Current liabilities:
                Current maturities of long-term debt                         $       2,936    $          --
                Accounts payable and other accrued expenses                         11,615           11,101
                Customer layaway deposits                                            2,166            1,792
                                                                             -------------    -------------
                                Total current liabilities                           16,717           12,893

             Long-term debt, less current maturities                                39,309           31,000
             Deferred tax liability                                                  1,191               --
             Deferred gains and other long-term liabilities                          4,209            4,319
                                                                             -------------    -------------
                                               Total long-term liabilities          44,709           35,319
             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;
                       Authorized 40,000,000 shares; 10,985,675 issued
                       and 10,976,642 outstanding in 2002; 11,006,864                  110              110
                       issued and 10,997,831 outstanding in 2003
                Class B Voting Common Stock, convertible, par value $.01
                       per share; Authorized 1,198,990 shares; 1,190,057                12               12
                       issued and outstanding
                Additional paid-in capital                                         114,729          115,580
                Accumulated deficit                                                 (9,523)          (9,161)
                Less deferred compensation expense                                      --             (784)
                                                                             -------------    -------------
                                                                                   105,328          105,757
                Treasury stock, at cost (9,033 shares)                                 (35)             (35)
                Receivable from stockholder                                           (729)            (729)
                Accumulated other comprehensive income (loss)                          (20)             485
                                                                             -------------    -------------
                                           Total stockholders' equity              104,544          105,478
                                                                             -------------    -------------
             Total liabilities and stockholders' equity                      $     165,970    $     153,690
                                                                             =============    =============

See notes to consolidated financial statements.

                                       37

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                    Years Ended September 30,
                                                                              -----------------------------------
                                                                                 2001         2002         2003
                                                                              ---------    ---------    ---------
                                                                            (In thousands, except per share amounts)
                                                                                               
Revenues:
   Sales                                                                      $ 128,637    $ 131,046    $ 134,591
   Pawn service charges                                                          54,666       56,676       58,175
   Payday loan service charges                                                    2,142        8,251       12,538
   Other                                                                            725          925        1,045
                                                                              ---------    ---------    ---------
                          Total revenues                                        186,170      196,898      206,349

Costs of goods sold                                                              79,089       84,936       86,100
                                                                              ---------    ---------    ---------
                           Net revenues                                         107,081      111,962      120,249

Operating expenses:
   Operations                                                                    75,245       78,265       85,373
   Administrative                                                                14,043       15,619       17,008
   Depreciation                                                                  10,085        9,405        8,685
   Amortization                                                                     723          682           90
   Restructuring expense (reversal)                                                (696)          --           --
                                                                              ---------    ---------    ---------
                            Total operating expenses                             99,400      103,971      111,156
                                                                              ---------    ---------    ---------

Operating income                                                                  7,681        7,991        9,093
Interest expense, net                                                             8,245        4,770        2,006
Equity in net income of unconsolidated affiliate                                   (267)        (604)      (1,412)
Loss on sale of assets                                                              413          327          170
Impairment of investment                                                             --           --        1,100
                                                                              ---------    ---------    ---------
Income (loss) before income taxes and cumulative effect
     of adopting a new accounting principle                                        (710)       3,498        7,229
Income tax expense (benefit)                                                       (142)       1,294       (1,170)
                                                                              ---------    ---------    ---------
Income (loss) before cumulative effect of adopting a new
     accounting principle                                                     $    (568)   $   2,204    $   8,399

Cumulative effect of adopting a new accounting
     principle, net of tax                                                           --           --       (8,037)
                                                                              ---------    ---------    ---------
Net income (loss)                                                             $    (568)   $   2,204    $     362
                                                                              =========    =========    =========
Income (loss) per common share - basic:
     Income (loss) before cumulative effect of adopting a new
       accounting principle                                                   $   (0.05)   $    0.18    $    0.69
     Cumulative effect of adopting a new accounting
       principle, net of tax                                                  $      --    $      --    $   (0.66)
                                                                              ---------    ---------    ---------
     Net income (loss)                                                        $   (0.05)   $    0.18    $    0.03
                                                                              =========    =========    =========
Income (loss) per common share - assuming dilution:
     Income (loss) before cumulative effect of adopting a new
       accounting principle                                                   $   (0.05)   $    0.18    $    0.67
     Cumulative effect of adopting a new accounting
       principle, net of tax                                                  $      --    $      --    $   (0.64)
                                                                              ---------    ---------    ---------

     Net income (loss)                                                        $   (0.05)   $    0.18    $    0.03
                                                                              =========    =========    =========
Weighted average shares outstanding:
   Basic                                                                         12,104       12,143       12,181
   Assuming dilution                                                             12,104       12,292       12,552

See notes to consolidated financial statements.

                                       38

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                              Years Ended September 30,
                                                                    --------------------------------------------
                                                                        2001            2002            2003
                                                                    ------------    ------------    ------------
                                                                       Restated        Restated        Restated
                                                                                    (In thousands)
                                                                                           
Operating Activities:
   Net income (loss)                                                $       (568)   $      2,204    $        362
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
          Cumulative effect of adopting new accounting  principle             --              --           8,037
          Depreciation and amortization                                   10,808          10,087           8,775
          Payday loan loss provision                                       1,247           3,138           3,551
          Deferred taxes                                                    (223)            993          (7,327)
          Restructuring expenses                                            (696)             --              --
          Net loss on sale or disposal of assets                             413             327             170
          Impairment of investment                                            --              --           1,100
          Deferred compensation expense                                        6               6               3
          Income from investment in unconsolidated affiliate                (267)           (604)         (1,412)
   Changes in operating assets and liabilities:
          Service charges receivable, net                                   (205)           (463)           (421)
          Inventory                                                          432             264             868
          Notes receivable from related parties                            1,567              67              22
          Prepaid expenses, other current assets, and other
              assets, net                                                 (1,559)           (878)          2,803
          Accounts payable and accrued expenses                           (1,800)          2,567            (450)
          Restructuring reserve                                           (1,887)           (183)            (34)
          Customer layaway deposits                                         (251)             85            (374)
          Deferred gains and other long-term liabilities                    (145)           (341)           (363)
          Federal income taxes                                             5,045            (359)             31
                                                                    ------------    ------------    ------------
Net cash provided by operating activities                                 11,917          16,910          15,341

Investing Activities:
   Pawn loans made                                                      (163,158)       (167,281)       (163,125)
   Pawn loans repaid                                                      91,872          91,937          90,691
   Recovery of pawn loan principal through sale of forfeited
      collateral                                                          72,055          75,110          75,201
   Payday loans made                                                      (6,226)        (16,600)        (24,051)
   Payday loans repaid                                                     3,762          12,386          19,196
   Additions to property and equipment                                    (4,456)         (2,042)         (2,491)
   Dividends from unconsolidated affiliate                                   236             327             523
   Proceeds from sale of assets                                           13,978           6,506             964
                                                                    ------------    ------------    ------------
Net cash provided by (used in) investing activities                        8,063             343          (3,092)

Financing Activities:
   Net payments on bank borrowings                                       (20,920)        (17,947)        (11,245)
                                                                    ------------    ------------    ------------
Net cash used in financing activities                                    (20,920)        (17,947)        (11,245)
                                                                    ------------    ------------    ------------

   Change in cash and equivalents                                           (940)           (694)          1,004
   Cash and equivalents at beginning of period                             3,126           2,186           1,492
                                                                    ------------    ------------    ------------
   Cash and equivalents at end of period                            $      2,186    $      1,492    $      2,496
                                                                    ============    ============    ============
Cash paid during the periods for:
          Interest                                                  $      7,818    $      3,981    $      3,017
          Income taxes                                              $        320    $        866    $      3,163
Non-cash investing and financing activities:
   Pawn loans forfeited and transferred to inventory                $     71,058    $     73,240    $     73,727
   Deferred gain on sale-leaseback                                  $      3,281    $      1,388    $        506
   Issuance of common stock to 401(k) plan                          $         89    $         60    $         64
   Foreign currency translation adjustment                          $       (241)   $        317    $        505

See notes to consolidated financial statements.

                                       39

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                 Common Stock                                                                 Accumulated
                            ------------------- Additional   Retained    Deferred               Receivable      Other
                                         Par     Paid In    Earnings/ Compensation  Treasury      From      Comprehensive
                              Shares    Value    Capital    (Deficit)    Expense      Stock     Stockholder  Income (Loss)   Total
                            --------- --------- ---------  ---------   ---------   ---------    ---------   -------------- --------
                                                        (In thousands)
                                                                                               
Balances at Sept. 30, 2000     12,096 $     121 $ 114,569  $ (11,159)  $      --   $     (35)   $    (729)   $     (96)   $102,671
 Issuance of common
   stock to 401(k) plan            41        --        89         --          --          --           --           --          89
 Amortization of stock
   option compensation             --        --         6         --          --          --           --           --           6
 Foreign currency
    translation adjustment         --        --        --         --          --          --           --         (241)       (241)

 Net loss                          --        --        --       (568)         --          --           --           --        (568)
                                                                                                                          --------
 Total comprehensive loss          --        --        --         --          --          --           --           --        (809)
                            --------- --------- ---------  ---------   ---------   ---------    ---------    ---------    --------
Balances at Sept. 30, 2001     12,137       121   114,664    (11,727)         --         (35)        (729)        (337)    101,957

 Issuance of common
   stock to 401(k) plan            39         1        59         --          --          --           --           --          60
 Amortization of stock
   option compensation             --        --         6         --          --          --           --           --           6
 Foreign currency
    translation adjustment         --        --        --         --          --          --           --          317         317
 Net income                        --        --        --      2,204          --          --           --           --
                                                                                                                             2,204
                                                                                                                          --------
 Total comprehensive
    income                         --        --        --         --          --          --           --           --       2,521
                            --------- --------- ---------  ---------   ---------   ---------    ---------    ---------    --------
Balances at Sept. 30, 2002     12,176       122   114,729     (9,523)         --         (35)        (729)         (20)    104,544

 Issuance of common
   Stock to 401(k) plan            21        --        64         --          --          --           --           --         64
 Amortization of stock
   option compensation             --        --         3         --          --          --           --           --           3
 Issuance of restricted
   shares to employee              --        --       784         --        (784)         --           --           --          --
 Foreign currency
   translation adjustment          --        --        --         --          --          --           --          505         505
 Net income                        --        --        --        362          --          --           --           --         362
                                                                                                                          --------
 Total comprehensive
    income                         --        --        --         --          --          --           --           --         867
                            --------- --------- ---------  ---------   ---------   ---------    ---------    ---------    --------
Balances at Sept. 30, 2003     12,197 $     122 $ 115,580  $  (9,161)  $    (784)  $     (35)   $    (729)   $     485    $105,478
                            ========= ========= =========  =========   =========   =========    =========    =========    ========

See notes to consolidated financial statements.

                                       40

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A:  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION: EZCORP, Inc. (the "Company") is engaged primarily in operating
pawnshops and payday loan stores. As of September 30, 2003, the Company operated
280 pawn locations in 11 states, offered payday loans in 225 of its pawnshops,
and offered payday loans in four "Mono-line" stores, specializing in payday
loans, as well as an Austin, Texas based payday loan call center. The stores
function as sources of customer credit and the pawnshops function 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 inter-company
accounts and transactions have been eliminated in consolidation. The Company
accounts for its 28.9% interest in Albemarle & Bond Holdings, plc ("A&B") using
the equity method.

PAWN LOAN REVENUE RECOGNITION: Pawn loans are made on the pledge of tangible
personal property. Pawn service charges on pawn loans are recorded using the
interest method for all pawn loans the Company deems to be collectible based on
historical redemption rates. If the pawn loan is not repaid, the forfeited
collateral (inventory) is valued at the lower of cost (pawn loan principal) 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.

PAYDAY LOAN REVENUE RECOGNITION: Payday loans are unsecured and generally made
for periods of less than 30 days. In most locations, the Company markets payday
loans made by County Bank of Rehoboth Beach, Delaware ("County Bank"), and may
purchase an 85% participation in the loans made by County Bank. In a limited
number of locations, the Company makes payday loans without the participation of
County Bank. The loans and related fees reported in the Company's consolidated
financial statements reflect both the Company's participation interest in loans
made by County Bank and loans made directly by the Company. Finance charges on
payday loans are recorded using the interest method.

ALLOWANCE FOR LOSSES ON PAYDAY LOANS: The Company charges defaulted payday loans
to bad debt expense when they default, leaving only active loans in the reported
balance. The amount collected from defaulted loans is recorded as a reduction of
bad debt expense at the time of collection. The Company provides for a valuation
allowance on both the principal and fees receivable, based on recent net default
rates. Net defaults and changes in the principal valuation allowance are charged
to bad debt expense. Fees related to defaulted loans and changes to the fee
receivable valuation allowance are charged to service charge revenue. In Fiscal
2002 and 2003, the Company's bad debt expense, included in store operating
expense, was $3.1 million and $3.6 million, respectively.

TOTAL REVENUES: In Fiscal 2003, the Company's total revenues were comprised of
28% pawn service charges, 65% sales, 6% payday loan service charges, and 1%
other fee revenue. In Fiscal 2002, the Company's total revenues were comprised
of 29% pawn service charges, 67% merchandise sales, and 4% payday loan service
charges.

CASH AND CASH EQUIVALENTS: 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 pawn loans, merchandise purchased from customers, and merchandise
acquired from the acquisition of other pawnshops. The Company provides an
allowance for shrinkage and valuation based on management's evaluation of the
market value of the merchandise. At September 30, 2002 and 2003, the valuation
allowance deducted from the carrying value of inventory amounted to $1,650,000
and $1,828,000, respectively.

                                       41

SOFTWARE DEVELOPMENT COSTS: The Company accounts for software development costs
in accordance with the American Institute of Certified Public Accountants'
("AICPA") Statement of Position ("SOP") No. 98-1, "Accounting for the Costs of
Computer Software Developed for or Obtained for Internal Use," which requires
the capitalization of certain costs incurred in connection with developing or
obtaining software for internal use. During 2001, 2002, and 2003 approximately
$1,979,000, $8,000, and $233,000 was capitalized in connection with the
development and acquisition of internal software systems. Included in the 2001
cost is $278,000 of capitalized interest. No interest was capitalized in 2002 or
2003. Capitalized costs are amortized by the straight-line method over the
estimated useful lives of each system, ranging from two to eight years.

CUSTOMER LAYAWAY DEPOSITS: Customer layaway deposits are recorded as deferred
revenue until the entire related sales price has been collected and the related
merchandise has been delivered to the customer.

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 2 to 10 years for furniture, equipment,
leasehold improvements, and software development costs.

INTANGIBLE ASSETS: The Company adopted the Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets" effective
October 1, 2002. Under the provisions of SFAS No. 142, goodwill and other
intangible assets having an indefinite useful life are no longer subject to
amortization but will be tested for impairment at least annually. The effects of
the adoption of this new accounting principle are discussed in Note B.

LONG-LIVED ASSETS: Long-lived assets (i.e., property and equipment) 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 is 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. The
amount of the impairment loss, if any, is measured as the difference between the
net book value 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. The Company considers investments with maturities of 90 days or less
when purchased to be cash equivalents.

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
(June 30). The related interest in A&B's net income is translated at the average
exchange rate for each six-month period reported by A&B. Resulting translation
adjustments are reflected as a separate component of stockholders' equity.

ADVERTISING: Advertising costs are expensed as incurred. Advertising expense was
approximately $1,146,000, $1,154,000, and $1,189,000 for the fiscal years ended
September 30, 2001, 2002, and 2003, respectively.

INCOME TAXES: The Company files a consolidated income tax 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") and related Interpretations. The
Company has adopted the disclosure-only provisions of SFAS No. 123, "Accounting
for Stock-Based Compensation," as amended by SFAS No. 148, "Accounting for
Stock-Based Compensation Transition and Disclosure." The Company has

                                       41

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. For the purpose of pro forma disclosures required, the estimated
fair value of the options is expensed over the options' vesting periods. The
following table represents the effect on net income (loss) if the Company had
applied the fair value recognition provisions of SFAS No. 123, as amended by
SFAS No. 148, to stock-based compensation:

                                                                   Years ended September 30,
                                                          -------------------------------------------
                                                              2001             2002           2003
                                                          ------------    ------------   ------------
                                                             (In thousands, except per share amounts)
                                                                                
Net income (loss), as reported                            $       (568)   $      2,204   $        362
Less: pro forma compensation expense                               447             505            552
                                                          ------------    ------------   ------------
Net income (loss), pro forma                              $     (1,015)   $      1,699   $       (190)

Earnings (loss) per share, pro forma - Basic              $      (0.08)   $       0.14   $      (0.02)
Earnings (loss) per share, pro forma - Assuming
   dilution                                               $      (0.08)   $       0.14   $      (0.02)

See Note I.

SEGMENTS: The Company accounts for its operations in accordance with SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information." No
segment disclosures have been made as the Company considers its business
activities as a single segment.

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 and such
difference may be material.

RECLASSIFICATIONS: Certain prior year financial statement balances have been
reclassified to conform to the current year presentation.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS: In January 2003, the Financial
Accounting Standards Board ("FASB") issued Financial Interpretation No. 46 (FIN
46), an interpretation of Accounting Research Bulletin No. 51, which requires
the Company to consolidate variable interest entities for which it is deemed to
be the primary beneficiary and disclose information about variable interest
entities in which it has a significant variable interest. FIN 46 became
effective immediately for variable interest entities formed after January 31,
2003, and effective for periods ending after December 15, 2003, for any variable
interest entities formed prior to February 1, 2003. The Company believes
adoption of FIN 46 will have no effect on its consolidated financial statements.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections,"
which requires that the extinguishment of debt not be considered an
extraordinary item under the Accounting Principles Board ("APB") Opinion No. 30
("APB 30"), "Reporting the Results of Operations-Reporting the Effects of
Disposal of a Segment of Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," unless the debt extinguishment meets the
"unusual in nature and infrequent of occurrence" criteria in APB 30. The Company
adopted SFAS No. 145 and related rules as of October 1, 2002. The adoption of
SFAS No. 145 had no effect on the Company's financial position or results of
operations.

The Company adopted SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities" effective January 1, 2003, resulting in no impact to the
Company's results of operations or financial position. SFAS No. 146 nullifies
EITF No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)" and requires that costs associated with an exit or disposal
activity be recognized only when the liability is incurred (that is, when it
meets the definition of a liability in the FASB's conceptual framework). SFAS
No. 146 also establishes fair value as the objective for initial measurement of
liabilities related to exit or disposal activities.

                                       43

Effective July 1, 2003, the Company adopted SFAS No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities," which amended
and clarified financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities." The adoption of this statement had no impact on the
Company's operating results or financial position.

The Company adopted SFAS No. 150, "Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity" effective July 1, 2003.
This Statement established standards for the classification and measurement of
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). The
adoption of this Statement had no impact on the Company's results of operations
or financial position.

NOTE B:  CHANGE IN ACCOUNTING PRINCIPLE

The Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets"
effective October 1, 2002. Under the provisions of SFAS No. 142, goodwill and
other intangible assets having indefinite lives are no longer subject to
amortization but will be tested for impairment annually, or more frequently if
events or changes in circumstances indicate that the assets might be impaired.
With the adoption of SFAS No. 142, the Company ceased amortization of goodwill
and pawn licenses, which lowered amortization expense approximately $603,000
annually, beginning October 1, 2002. The Company also ceased goodwill
amortization related to its equity investment in A&B, which resulted in a
$453,000 annual increase in "equity in net income of unconsolidated affiliates."
During the quarter ended December 31, 2002, the Company, with the assistance of
independent valuation specialists, completed impairment tests of its goodwill
and pawn licenses. The testing estimated enterprise value based on discounted
cash flows and market capitalization and indicated no impairment of pawn
licenses and an implied fair value of goodwill of $0 based on the allocation of
enterprise value to all of the Company's assets and liabilities. This resulted
in an $8.0 million, net of tax, impairment charge for goodwill, recorded as a
cumulative effect of adopting a new accounting principle. In accordance with
SFAS No. 142, the Company also reassessed the useful lives of intangible assets
other than goodwill and pawn licenses, resulting in no change. The Company
assesses its goodwill and indefinite lived intangible assets as of July 1 of
each year or more frequently if events or changes in circumstances indicate
impairment. Excluding the cumulative adjustment recognizing impairment of the
Company's goodwill, the Company concluded that there was no impairment of its
indefinite lived intangible assets in Fiscal 2003.

                                       44

The following table presents the results of the Company on a comparable basis as
if SFAS No. 142 had been effective for all periods presented.

                                                                                     Years Ended September 30,
                                                                           -------------------------------------------
                                                                               2001            2002           2003
                                                                           ------------    ------------   ------------
                                                                              (In thousands, except per share amounts)
                                                                                                 
Net income (loss) as reported                                              $       (568)   $      2,204   $        362
Goodwill and pawn license amortization, net of tax                                  398             398             --
Amortization of goodwill related to A&B, net of tax                                 299             299             --
Cumulative effect of adopting a new accounting principle, net of tax                 --              --          8,037
                                                                           ------------    ------------   ------------
Adjusted net income                                                        $        129    $      2,901   $      8,399

Basic earnings (loss) per share:
    Net income (loss) as reported                                          $      (0.05)   $       0.18   $       0.03
    Goodwill and pawn license amortization, net of tax                             0.03            0.03             --
    Amortization of goodwill related to A&B, net of tax                            0.03            0.03             --
    Cumulative effect of adopting new accounting principle, net of tax               --              --           0.66
                                                                           ------------    ------------   ------------
    Adjusted net income                                                    $       0.01    $       0.24   $       0.69

Diluted earnings (loss) per share:
    Net income (loss) as reported                                          $      (0.05)   $       0.18   $       0.03
    Goodwill and pawn license amortization, net of tax                             0.03            0.03             --
    Amortization of goodwill related to A&B, net of tax                            0.03            0.03             --
    Cumulative effect of adopting a new accounting principle, net of tax             --              --           0.64
                                                                           ------------    ------------   ------------
    Adjusted net income                                                    $       0.01    $       0.24   $       0.67
                                                                           ============    ============   ============

The following table presents the carrying amount for each major class of
indefinite-lived intangible asset at the specified dates:

                                   September 30,
                                2002           2003
                            ------------   ------------
                                  (In thousands)
                                     
Goodwill                    $     11,148   $         --
Pawn licenses                      1,549          1,549
                            ------------   ------------
Total                       $     12,697   $      1,549
                            ============   ============

The following table presents the gross carrying amount and accumulated
amortization for each major class of definite-lived intangible assets at the
specified dates:

                                            September 30, 2002           September 30, 2003
                                         Carrying    Accumulated      Carrying     Accumulated
                                          Amount     Amortization      Amount      Amortization
                                      ------------   ------------   ------------   ------------
                                                           (In thousands)
                                                                       
License application fees              $        742   $        530   $        742   $        561
Real estate finders' fees                      554            210            554            249
Non-compete agreements                         388            199            388            219
                                      ------------   ------------   ------------   ------------
Total                                 $      1,684   $        939   $      1,684   $      1,029
                                      ============   ============   ============   ============

Total amortization expense from definite-lived intangible assets was
approximately $107,000, $72,000, and $90,000 for the years ended September 30,
2001, 2002, and 2003. The following table presents the

                                       45

Company's estimate of amortization expense for definite-lived intangible assets
for each of the five succeeding fiscal years as of September 30, 2003:

                             Amortization
             Fiscal Year       Expense
            ------------       -------
                   (In thousands)
                            
                 2004          $    77
                 2005               68
                 2006               67
                 2007               67
                 2008               66

As acquisitions and dispositions occur in the future, amortization expense may
vary from these estimates.

NOTE C:  RESTRUCTURING CHARGE

Pursuant to a restructuring plan, the Company decided to close 54 stores and
recorded a pretax charge of $11.8 million ($7.8 million net of tax) in Fiscal
2000. In June 2001, the Company re-evaluated seven remaining stores that had not
been closed, and decided to continue their operation, based on their improved
operating performance and future outlook. Accordingly, the Company reversed the
$1.3 million restructure accrual related to these seven stores. The Company
recorded an additional $0.3 million restructure expense for the 47 stores
previously closed, primarily to account for lease obligations costing more than
originally estimated, resulting in a net credit to restructuring expense of $1.0
million in the period ended June 30, 2001, $0.3 million of which is included in
cost of sales. The Company utilized $0.2 million of the reserve during Fiscal
2002 and the remaining balance of $34,000 during Fiscal 2003. At September 30,
2003, the Company no longer had a balance in the restructuring reserve.

NOTE D:  EARNINGS PER SHARE

A reconciliation of the numerators and denominators of basic and diluted
earnings per share is shown in the table below:

                                                                             Years Ended September 30,
                                                                        2001            2002          2003
                                                                    ------------    ------------   ------------
                                                                                   (In thousands)
                                                                                          
Numerator
   Numerator for basic and diluted earnings per share:
          Income (loss) before cumulative effect of adopting
           a new accounting principle                               $       (568)   $      2,204   $      8,399
          Cumulative effect of adopting a new accounting
           principle, net of tax                                              --              --         (8,037)
                                                                    ------------    ------------   ------------
          Net income (loss)                                                 (568)          2,204            362
                                                                    ============    ============   ============
Denominator
   Denominator for basic earnings per share:
          Weighted average shares                                         12,104          12,143         12,181
   Effect of dilutive securities:
    Warrants and options                                                      --             149            371
                                                                    ------------    ------------   ------------

          Dilutive potential common shares                                    --             149            371
                                                                    ------------    ------------   ------------

Denominator for diluted earnings per share: adjusted weighted
average shares and assumed conversions                                    12,104          12,292         12,552
                                                                    ============    ============   ============
Basic earnings (loss) per share                                     $      (0.05)   $       0.18   $       0.03
                                                                    ============    ============   ============
Diluted earnings (loss) per share                                   $      (0.05)   $       0.18   $       0.03
                                                                    ============    ============   ============

                                       46

Outstanding options to purchase shares of common stock were as follows:

                                                                    Years Ended September 30,
                                                               2001            2002            2003
                                                          -------------   -------------   -------------
                                                                                 
Total options outstanding
     Weighted average shares subject to options               1,289,441       1,460,689       2,001,344
     Average exercise price per share                     $        8.57   $        7.70   $        6.14

Anti-dilutive options outstanding
     Weighted average shares subject to options               1,289,441         937,701         910,810
     Average exercise price per share                     $        8.57   $       10.87   $       10.69

Options outstanding in 2001 were excluded from the computation of loss per share
because the Company incurred a loss for that year.

NOTE E: INVESTMENTS

The Company owns 13,276,666 common shares of Albemarle & Bond Holdings, plc
("A&B"), or approximately 29% of the total outstanding shares. The shares were
acquired in 1998 at a total cost of $12.8 million. A&B is primarily engaged in
pawnbrokering, retail jewelry sales and check cashing in England and Wales. The
investment is accounted for using the equity method. Since A&B's fiscal year end
is June 30, the income reported by the Company for its investment in A&B is on a
three-month lag. In accordance with U.K. securities regulations, A&B files only
semi-annual financial reports, for its fiscal periods ending December 31 and
June 30. The income reported for the Company's fiscal year end of September 30
represents its percentage interest in the results of A&B's operations from July
1 to June 30. The undistributed earnings included in the Company's consolidated
accumulated deficit are $1.4 million as of September 30, 2003. A&B's shares are
listed on the Alternative Investment Market of the London Stock Exchange and at
November 21, 2003, the market value of this investment was approximately $20.9
million, based on the closing market price and foreign currency exchange rate on
that date.

Below is summarized financial information for A&B's most recently reported
results, converted to U.S. dollars using the foreign exchange rates applicable
for each of the dates and time periods indicated:

                                                             As of June 30,
                                                          2002          2003
                                                     ------------   ------------
                                                               ($000's)
                                                              
     Current assets                                  $     30,061   $     36,145
     Noncurrent assets                                      7,122          8,654
                                                     ------------   ------------
        Total assets                                 $     37,183   $     44,799
                                                     ============   ============

     Current liabilities                             $      3,860   $      3,926
     Noncurrent liabilities                                13,035         16,090
     Equity shareholders' funds                            20,288         24,783
                                                     ------------   ------------
        Total liabilities and stockholders' equity   $     37,183   $     44,799
                                                     ============   ============

                                       47

                                                             Years ended June 30,
                                                 ------------------------------------------
                                                     2001            2002          2003
                                                 ------------   ------------   ------------
                                                                  ($000's)
                                                                      
Turnover (gross revenues)                        $     20,927   $     25,731   $     32,094
Gross profit                                           14,594         17,656         22,468
Profit after tax (net income) before change in
 accounting policy (a)                                  2,462          3,700          4,827
Profit after tax (net income) after change in
 accounting policy (a)                                  2,462          3,227          4,827

(a)      According to A&B's annual report, "Cumulative goodwill written off
         against reserves amounting to [U.S. $690,000 (2002: $628,000)] acquired
         prior to adoption of FRS 10 [Financial Reporting Standard 10 in
         accordance with United Kingdom Generally Accepted Accounting
         Principles] has not been reinstated, as permitted by the transitional
         provisions of FRS 10. A prior year adjustment was made in 2002 to
         reflect the implementation of FRS 19."

At September 30, 2003, the recorded balance of the Company's investment in A&B,
accounted for on the equity method, was $14.7 million. The Company's equity in
net assets of A&B was $7.2 million. The difference between the recorded balance
and the Company's equity in A&B's net assets represents the $7.1 million of
unamortized goodwill which resulted from the initial purchase, plus the
cumulative difference resulting from A&B's earnings, dividend payments, and
translation gain since the date of investment.

In 2000, the Company invested $1.1 million in an internet related start-up
company and accounted for it under the cost method. Based on the investee's
performance to date, the Company determined at September 30, 2003 that its
investment was fully impaired, resulting in a $1.1 million impairment charge
recorded in Fiscal 2003.

NOTE F: PROPERTY AND EQUIPMENT

Major classifications of property and equipment were as follows:

                                               September 30,
                                      ----------------------------
                                           2002            2003
                                      ------------    ------------
                                             (In thousands)
                                                
Land                                  $        401    $         44
Buildings and improvements                  33,252          33,418
Furniture and equipment                     34,678          36,402
Software                                    20,908          21,141
Construction in progress                       108              56
                                      ------------    ------------
Total                                       89,347          91,061

Less accumulated depreciation              (57,157)        (65,692)
                                      ------------    ------------
                                      $     32,190    $     25,369
                                      ============    ============

                                       48

NOTE G:  ACCOUNTS PAYABLE AND OTHER ACCRUED EXPENSES

Accounts payable and other accrued expenses consisted of the following:

                                                         September 30,
                                                      2002          2003
                                                 ------------   ------------
                                                        (In thousands)
                                                          
Trade accounts payable                           $      2,923   $      1,948
Accrued payroll and related expenses                    3,909          4,462
Accrued interest                                          889            234
Accrued rent and property taxes                         1,285          1,775
Other accrued expenses                                  2,609          2,682
                                                 ------------   ------------
                                                 $     11,615   $     11,101
                                                 ============   ============

NOTE H:  LONG-TERM DEBT

Long-term debt consisted of:

                                                         September 30,
                                                     2002           2003
                                                 ------------   ------------
                                                        (In thousands)
                                                              
Note payable to bank under credit agreement      $     42,245       $ 31,000

Less current maturities                                 2,936             --
                                                 ------------   ------------
                                                 $     39,309   $     31,000
                                                 ============   ============

The Company's $42.5 million credit agreement matures March 31, 2005.
Availability of funds under the revolving credit facility is tied to loan and
inventory balances, and advances are secured by the Company's assets. At
September 30, 2003, availability of funds under the Company's credit agreement
was $10.8 million. The Company may choose either a Eurodollar rate or the agent
bank's base rate. Interest accrues at the Eurodollar rate plus 250 to 325 basis
points or the agent bank's base rate plus 100 to 175 basis points, depending on
the leverage ratio computed at the end of each quarter, subject to a minimum
rate of 4.5%. At September 30, 2003, the applicable interest rate was 4.5%. The
Company also pays a commitment fee of 37.5 basis points on the unused amount of
the revolving facility. Terms of the agreement require, among other things, that
the Company meet certain financial covenants. In addition, payment of dividends
is prohibited and additional debt is restricted.

The Company has a $0.7 million letter of credit as required by an insurance
policy.

NOTE I:  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 ("Class A Common Stock") and Class
B Voting Common Stock ("Class B 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 Common Stock may, individually or as a class, convert some or
all of their shares into Class A 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 Common Stock as would be issuable upon conversion of
all outstanding shares of Class B Common Stock.

                                       49

At September 30, 2003, warrants to purchase 23,579 shares of Class A Common
Stock and 4,074 shares of Class B 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 Common Stock were granted to employees until
adoption of the EZCORP, Inc 1998 Incentive Plan (the "1998 Plan") discussed
below. Options granted under the 1991 Plan were granted at exercise prices equal
to or greater than the fair market value of the Class A Common Stock on the date
of grant. Grants under the 1991 Plan provide for accelerated vesting upon a
change in control of the Company.

On November 5, 1998, the Compensation Committee of the Board of Directors
approved the adoption of the 1998 Incentive Stock Option Plan (the "1998 Plan"),
which provided for the issuance of shares for stock option awards of up to
1,275,000 of the Company's Class A Common Stock. In approving the 1998 Plan, the
Compensation Committee resolved that no further options would be granted under
any previous plans. The number of shares eligible to be awarded under the 1998
Plan is 1,275,000, and was not increased to 1,955,000 as was disclosed in the
Annual Report for the year ended September 30, 2002.

On November 5, 1998, the Compensation Committee of the Board of Directors
approved a grant of 1,023,000 options to executive officers, exercisable at
$10.00 per share, and, except as discussed below, vesting on October 6, 2008. As
of September 30, 2003, 450,000 of these options remained outstanding (options
granted less options canceled due to employee termination) and none had been
exercised. The terms of this grant provide for accelerated vesting upon
achievement of certain debt to equity ratios and levels of earnings per share.

On October 30, 2002, the Compensation Committee of the Board of Directors
approved a grant of 570,000 options to executive officers, exercisable at $2.57
per share, and, except as discussed below, vesting on October 20, 2008. As of
September 30, 2003, 520,000 of these options remained outstanding (options
granted less options canceled due to employee termination) and none had been
exercised. The terms of this grant provides for accelerated vesting upon
achievement of certain income levels for years ending September 30, 2003, 2004,
and 2005.

On September 17, 2003, the Board of Directors approved the adoption of the
EZCORP, Inc. 2003 Incentive Plan (the "2003 Plan"). The 2003 Plan permits grants
of the same types of options, SARs and LSARs as the 1991 and 1998 plans and
provides for stock option awards of up to 500,000 of the Company's Class A
Common Stock. In approving this plan, the Board of Directors resolved that no
further options would be granted under the 1998 Plan. As of September 30, 2003,
the Company had 102,000 active options outstanding to executive officers
(options granted less options canceled due to employee termination) under the
2003 Plan at a price of $6.27. None of these options are vested.

On September 17, 2003, the Compensation Committee of the Board of Directors
approved an award of 125,000 shares of restricted stock to the Chairman of the
Board, Sterling Brinkley, subject to his acceptance of the stock award
agreement. The closing price of the Company's stock on September 17, 2003 was
$6.27. The restriction requires that Mr. Brinkley remain employed with the
Company through September 17, 2005. The Company also agreed to reimburse Mr.
Brinkley for the income tax consequences resulting from the award. These
restricted shares are not included in the Summary of Option Plan Activity or
Range of Options Outstanding tables below.

Also on September 17, 2003, the Compensation Committee of the Board of Directors
approved a grant of 100,000 options to the Chairman of the Board, Sterling
Brinkley, exercisable at $6.27 per share. Forty percent of these options vest on
September 15, 2004, and 60% vest on September 15, 2005.

In Fiscal 2001, 2002, and 2003, the Compensation Committee of the Board of
Directors approved additional grants of options under the 1998 and 2003 Plans at
exercise prices ranging from $2.00 to $15.00. Under the 1991 Plan, the 1998 Plan
and the 2003 Plan, options typically vest at 20% each year and are fully vested
in five years. They have a contractual life of ten years. No options have been
exercised pursuant to any Plan. Total options available for grant at September
30, 2003 under the 2003 Plan were 236,000. A summary of the option plans'
activity follows:

                                       50

                         SUMMARY OF OPTION PLAN ACTIVITY

                                          Number         Price Range          Weighted
                                         of Shares        of Shares           Average
                                    ----------------   ---------------   ---------------
                                                                
Outstanding at September 30, 2000           998,306    $ 2.00 - $21.75   $         10.73
             Granted                        386,800    $ 2.00 - $ 2.41   $          2.01
             Forfeited                     (119,883)   $ 2.00 - $21.75   $          5.10
             Expired                             --                 --                --
             Exercised                           --                 --                --
                                    ---------------    ---------------   ---------------
Outstanding at September 30, 2001         1,265,223    $ 2.00 - $21.75   $          8.60
                                    ---------------    ---------------   ---------------
             Granted                        236,000    $ 2.00 - $ 3.60   $          2.03
             Forfeited                      (49,500)   $ 2.00 - $21.75   $          3.33
             Expired                             --                 --                --
             Exercised                           --                 --                --
                                    ---------------    ---------------   ---------------
Outstanding at September 30, 2002         1,451,723    $ 2.00 - $21.75   $          7.71
                                    ---------------    ---------------   ---------------
             Granted                        876,000    $ 2.30 - $ 6.27   $          3.05
             Forfeited                     (200,030)   $ 2.00 - $13.00   $          3.64
             Expired                        (14,700)            $21.75   $         21.75
             Exercised                           --                 --                --
                                    ---------------    ---------------   ---------------
Outstanding at September 30, 2003         2,112,993    $ 2.00 - $15.00   $          6.13
                                    ---------------    ---------------   ---------------

                          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
- ---------------       -----------         -------       -------------   -----------    -----------
                                                                          
$ 2.00-$ 4.24           1,160,520         $  2.48             8.27         267,014       $  2.47
$ 6.27-$ 6.27             139,000         $  6.27             5.33              --       $    --
$10.00-$10.00             516,500         $ 10.00             5.24          63,200       $ 10.00
$12.00-$12.75              68,973         $ 12.34             2.54          68,973       $ 12.34
$13.00-$15.00             228,000         $ 13.99             3.26         148,000       $ 13.85
- -------------          ----------         -------             ----         -------       -------
$ 2.00-$15.00           2,112,993         $  6.13             6.61         547,187       $  7.66

Pro forma information regarding net income (loss) is required by SFAS No. 123,
as amended by SFAS No. 148, and has been determined as if the Company had
accounted for its employee stock options under the fair value method of SFAS No.
123, as amended by SFAS No. 148. 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. In applying the Black-Scholes option
valuation model, the Company used the following weighted average assumptions for
the years ended September 30, 2001, 2002, and 2003, respectively:

                                                                               September 30,
                                                                 -----------------------------------------
                                                                     2001          2002            2003
                                                                 -----------    -----------    -----------
                                                                                      
Risk-free interest rate                                                 5.50%          2.58%          2.82%
Dividend yield                                                             0%             0%             0%
Volatility factor of the expected market price of the
    Company's common stock                                             1.490           0.99           0.56
Expected life of the options                                         5 years        5 years        5 years
Weighted average fair value of options granted:
    Exercise price greater than market value at date of grant    $      0.99    $      1.19    $      1.47
    Exercise price equal to market value at date of grant        $        --    $      2.32    $      2.33
    Exercise price less than market value on the date of grant   $      2.30    $        --    $        --

                                       51

Shares of reserved common stock at September 30, 2003, were as follows:

                                                   Class A        Class B
                                                ------------   ------------
                                                         
Stock compensation plans                           1,971,973             --
Stock warrants                                        23,579          4,074
Conversion of Class B Common Stock                 1,198,990             --
                                                ------------   ------------
                                                   3,194,542          4,074
                                                ============   ============

Pro forma information regarding net income (loss) is presented in Note A.

NOTE J:  INCOME TAXES

The income tax provision (benefit) attributable to continuing operations is as
follows:

                                   Years Ended September 30,
                            -------------------------------------
                                2001          2002         2003
                            ----------    ----------   ----------
                                       (In thousands)

Current
     Federal                $       --    $      301   $    3,046
     State                          --            --           --
                            ----------    ----------   ----------
                                    --           301        3,046
Deferred
     Federal                      (142)          993       (4,216)
     State                          --            --           --
                            ----------    ----------   ----------
                            $     (142)   $    1,294   $ (1, 170)
                            ==========    ==========   ==========

The income tax provision (benefit) is included in the financial statements as
follows:

                                       Years Ended September 30,
                                -------------------------------------
                                    2001         2002         2003
                                ----------    ---------    ----------
                                           (In thousands)
                                                  
Continuing operations           $     (142)   $   1,294    $   (1,170)
Cumulative effect of adopting
  a new accounting principle            --           --        (3,111)
                                ----------    ---------    ----------
                                $     (142)   $   1,294    $   (4,281)
                                ==========    ==========   ==========

A reconciliation of income taxes calculated at the statutory rate and the
provision (benefit) for income taxes attributable to continuing operations is as
follows:

                                                            Years Ended September 30,
                                                 -----------------------------------------------
                                                      2001             2002            2003
                                                 -------------    -------------    -------------
                                                                 (In thousands)
                                                                          
    Income taxes at the federal statutory rate   $        (242)   $       1,189    $       2,458
    State income tax, net of federal benefit                --               --               --
    Change in valuation allowance                           --               --           (3,700)
    Other                                                  100              105               72
                                                 -------------    -------------    -------------
                                                 $        (142)   $       1,294    $      (1,170)
                                                 =============    =============    =============

Significant components of the Company's deferred tax liabilities and assets as
of September 30 are as follows:

                                       52

                                                               2002            2003
                                                          -------------    -------------
                                                                  (In thousands)
                                                                     
Deferred tax liabilities:
   Tax over book amortization                             $       6,210    $       3,962
   Prepaid expenses                                                 199              576
   Other                                                            322               --
                                                          -------------    -------------
Total deferred tax liabilities                                    6,731            4,538

Deferred tax assets:
   Book over tax depreciation                                     6,921            8,481
   Tax over book inventory                                        5,955            5,671
   Accrued liabilities                                              252              480
   Provision for store closings and related charges                  11               --
   Pawn service charge receivable                                 2,271            2,142
   Tax carry-forwards                                               248              248
   Other                                                             --               70
                                                          -------------    -------------
Total deferred tax assets                                        15,658           17,092
                                                          -------------    -------------
Net deferred tax asset                                            8,927           12,554
Valuation allowance                                              (3,700)              --
                                                          -------------    -------------
Net deferred taxes                                        $       5,227    $      12,554
                                                          =============    =============

The Company eliminated the valuation allowance of $3.7 million based on
management belief that it is more likely than not that the Company's net
deferred tax asset will be realized as a result of expected future taxable
income from operations and implementation of certain tax planning strategies, if
required.

Substantially all of the Company's operating income was generated from domestic
operations during 2002 and 2003. At September 30, 2002 and 2003, the Company has
provided deferred income taxes on all undistributed earnings from its foreign
unconsolidated affiliate. Such earnings have been reinvested in foreign
operations except for dividends at September 30, 2002 and 2003 of approximately
$327,000 and $523,000, respectively. Furthermore, any taxes paid to foreign
governments on those earnings may be used in whole or in part as credits against
the U.S. tax on any dividends distributed from such earnings.

As of September 30, 2003, the Company had an alternative minimum tax credit
carry-forward of $248,000, which does not expire. Utilization of the credit
carry-forward may be subject to a substantial limitation due to the "change in
ownership" provisions of the Internal Revenue Code of 1986, should a change in
ownership occur. The Company has no net operating loss carry-forward at
September 30, 2003.

NOTE K:  RELATED PARTY TRANSACTIONS

Pursuant to the terms of a financial advisory services agreement, Morgan Schiff,
an affiliate of the general partner of the majority stockholder, provided
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, Morgan Schiff has earned fees from the Company in prior years for
other business and financial consulting services related to specific
transactions. Morgan Schiff received $33,333 per month from October 1999 to June
2000 for its services as a financial advisor, and waived its retainer from July
2000 to October 2002. Effective October 1, 2003, the monthly retainer was
increased to $100,000 per month, inclusive of most expenses.

                                       53

The table below summarizes the retainer and expense reimbursements for
out-of-pocket expenses paid to Morgan Schiff by the Company during Fiscal 2001,
2002, and 2003 (in $000's):

                                2001           2002            2003
                            ------------   ------------   ------------
                                                 
Monthly retainer            $         --   $         --   $        367
Expense reimbursements               426            498            400
                            ------------   ------------   ------------
Total                       $        426   $        498   $        767
                            ============   ============   ============

In 1994, the Company loaned the former President and Chief Executive Officer,
Vincent Lambiase, $729,000 to purchase 50,000 shares of Class A Common Stock.
The loan is shown as a reduction of stockholders' equity in these financial
statements. In connection with Mr. Lambiase's separation from the Company in
2000, the maturity date of the loan was extended to the earlier of (a) ten
business days following the first day that the closing price for the Company's
stock is equal to or exceeds $10 per share, or (b) August 1, 2005. Additionally,
under the agreement, all accrued and unpaid interest due on the loan is forgiven
until the first day that the closing price for the Company's stock is equal to
or exceeds $6 per share. On September 17, 2003, the Company's stock closed at
$6.27. Mr. Lambiase became responsible for interest beginning on September 18,
2003 through December 31, 2003 (payable on December 31, 2003) and for each year
until maturity in August 2005. As of September 30, 2003, the amount owed is
approximately $729,000 plus accrued interest of approximately $25,400. Any
forgiveness of interest and related income tax costs are charged as compensation
expense. During Fiscal 2001, 2002, and 2003, the Company recognized compensation
expense of $124,000, $49,000, and $72,000, respectively.

In October 1994, the Board of Directors approved agreements that provide
incentive compensation to the Chairman, Sterling Brinkley, and Mr. Lambiase,
based on growth in the share price of the Company's Class A Common Stock. Each
executive was advanced $1.5 million evidenced by a recourse promissory note,
initially due in 2005 and bearing interest at the minimum rate allowable for
federal income tax purposes (2.12% for Fiscal 2003 for Mr. Brinkley).

Mr. Lambiase repaid his $1.5 million loan August 14, 2001. As stipulated by a
loan amendment dated August 15, 2000, the Company forgave the related accrued
interest on this date and reimbursed Mr. Lambiase for the income tax
consequences of the interest forgiven.

Under the terms of Mr. Brinkley's $1.5 million loan, as amended, the loan
principal will be forgiven if, prior to October 1, 2005, a stock price target of
$28.25 is attained. The loan provides that upon Mr. Brinkley's death or
disability or certain changes in control the then remaining principal and
interest will be forgiven. As of September 30, 2003, the stock price target had
not been attained and the amount owed was approximately $1.5 million plus
accrued interest of $32,000. Accrued interest is forgiven based upon continued
employment, and the Company is required to reimburse Mr. Brinkley for the income
tax consequences of forgiveness of any portion of the debt.

Under the $1.5 million loan to Mr. Brinkley, charges to operations consist of
forgiveness of interest and related income tax costs and totaled approximately
$169,000, $63,000, and $58,000 for years ended September 30, 2001, 2002, and
2003, respectively. In Fiscal 2001, the interest forgiveness and related income
tax costs related to Mr. Lambiase's $1.5 million loan were $127,000 and were
charged to the Company's restructuring reserve.

In February 2000, the Company loaned Mr. Rotunda $200,000 as an employment
incentive. The principal and interest of the loan were subject to forgiveness in
equal increments over a three-year period conditioned upon Mr. Rotunda's
continued employment with the Company on February 24th of each year. The Company
was required to reimburse Mr. Rotunda for the income tax consequence of any
portion of the forgiveness. In Fiscal 2003 the remaining balance of this loan of
$66,667 plus accrued interest of $1,651 was forgiven. During years 2001, 2002,
and 2003, charges to operations consist of forgiveness of

                                       54

loan principal and interest and related income tax costs and totaled
approximately $132,800, $120,400, and $113,960, respectively.

NOTE L:  LEASES

The Company leases various facilities and certain equipment under operating
leases. Future minimum rentals due under non-cancelable leases are as follows
for each of the years ending September 30:

             (In thousands)
                       
        2004              $   11,712
        2005                   9,753
        2006                   8,291
        2007                   6,560
        2008                   4,401
     Thereafter               25,164
                          ----------
                          $   65,881
                          ==========

The Company subleases some of the above facilities. Future minimum rentals
expected under these subleases amount to $10,750 in 2004.

After an initial lease term of generally 5 to 10 years, the Company's lease
agreements typically allow renewals in five-year increments. The Company's lease
agreements generally include rent escalations throughout the initial lease term.
Such rent escalations are included in the above numbers. For financial reporting
purposes, the aggregate rentals over the lease term are expensed on a
straight-line basis.

Net rent expense for the years ending September 30, 2001, 2002, and 2003 was
$13.0 million, $13.9 million, and $15.5 million, respectively. Net rent expense
includes the collection of sublease rent revenue of approximately $234,000,
$161,000, and $75,000 for years ending September 30, 2001, 2002, and 2003.

During Fiscal 2001, 2002, and 2003, the Company completed several sale-leaseback
transactions of some of its previously owned facilities. Losses on such sales
were recognized immediately, and gains on such sales were deferred and are being
amortized as a reduction of lease expense over the terms of the related leases.
Future rentals pursuant to these sale-leasebacks are included in the above
schedule of future minimum rentals. Terms of these leases are consistent with
the terms on the Company's other lease agreements.

NOTE M:  EMPLOYMENT AGREEMENTS

As President and Chief Executive Officer, Joseph L. Rotunda's annual
compensation includes an annual bonus ranging from 50% to 150% of his base
salary dependent upon the attainment of Board approved operating goals. In the
event of a change of control, Mr. Rotunda is entitled to receive a bonus payment
equivalent to 200% of his annual compensation, as well as immediate vesting of
all stock options. If Mr. Rotunda's employment is terminated, other than for
cause, he is entitled to receive a severance payment equal to his annual
compensation. Mr. Rotunda's $200,000 loan by the Company was fully forgiven
pursuant to its terms as of February 24, 2003.

NOTE N:  401(k) PLAN

The Company sponsors a 401(k) Plan under which eligible employees of the Company
may contribute up to a maximum percentage allowable not to exceed the limits of
Code Sections 401(k), 402(g), 404 and 415. 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, in its sole discretion, may match in the form of the
Company's Class A Common Stock. Contribution expense related to the plan for
2001, 2002, and 2003 was approximately $89,000, $60,000 and $64,000,
respectively.

                                       55

NOTE O:  CONTINGENCIES

From time to time, the Company is involved in litigation and regulatory actions
arising from its normal business operations. Currently, the Company is a
defendant in several actions, some of which involve claims for substantial
amounts. While the ultimate outcome of these actions cannot be ascertained,
after consultation with counsel, the Company believes the resolution of these
actions will not have a material adverse effect on the Company's financial
condition, results of operation, or liquidity. There can be no assurance,
however, as to the ultimate outcome of these actions.

NOTE P:  QUARTERLY INFORMATION (UNAUDITED)

                                                                         Year Ended September 30
                                                           First           Second         Third          Fourth
                                                          Quarter         Quarter        Quarter         Quarter
                                                        ------------    ------------   ------------    ------------
                                                                     (In thousands, except per share amounts)
                                                                                           
FISCAL 2003
Total revenues                                          $     53,199    $     53,022   $     46,903    $     53,225
Net revenues                                                  31,879          30,350         27,189          30,831
Net income before cumulative effect of adopting a new
   accounting principle                                        2,285           1,498             53           4,563
Cumulative effect of change in accounting principle           (8,037)             --             --              --
Net income (loss)                                             (5,752)          1,498             53           4,563

Income (loss) per common share, basic
Net income before cumulative effect of adopting a new
   accounting principle                                 $       0.19    $       0.12   $       0.00    $       0.37
Net income (loss)
                                                               (0.47)           0.12           0.00            0.37

Income (loss) per common share, assuming dilution
Net income before cumulative effect of adopting a new
    accounting principle                                $       0.18    $       0.12   $       0.00    $       0.36
Net income (loss)                                              (0.47)           0.12           0.00            0.36

FISCAL 2002

Total revenues                                          $     54,582    $     47,481   $     43,140    $     51,695
Net revenues                                                  31,412          27,661         25,539          27,350
Net income (loss)                                              1,372           1,094           (513)            251

Net income (loss) per share                             $       0.11    $       0.09   $      (0.04)   $       0.02

In the quarter ended September 20, 2003, the Company decreased its valuation
allowance placed on its deferred tax asset by $3.7 million based on the
Company's improved operating results and outlook for continued earnings growth.
This resulted in a $3.7 million decrease to the tax provision for the quarter
and had a favorable net income effect of $3.7 million ($0.30 per share). Also
during the quarter, the Company recorded a $1.1 million impairment of investment
made in 2000 in an internet related start-up. This impairment had an unfavorable
effect on net income of $715,000 ($0.06 per share). Excluding these two items,
net income for the quarter was $1,578,000 ($0.12 per share).

NOTE Q:  RESTATEMENT OF THE STATEMENTS OF CASH FLOWS

The Statements of Cash Flows for the three years ended September 30, 2003 have
been restated to reclassify certain transactions between the operating and
investing sections of the Statements of Cash Flows. The Company has reviewed its
classification of cash flows arising from the forfeiture and subsequent sale of
pawn loan collateral. The Company determined that investing cash flows
representing a return of pawn loans receivable which were reported on the dates
of loan forfeiture should have been reported on the dates that the forfeited
collateral was sold. The previously reported cash flows have been adjusted to
remove the non-cash transfer of forfeited collateral from pawn loans to
inventory,

                                       56

and to report as a cash flow from investing activities the portion of sales
proceeds representing the return of amounts previously loaned. The effect of
this adjustment is to decrease cash provided by operating activities and to
increase cash flows from investing activities in the amounts of $1.0 million,
$1.9 million, and $1.5 million in Fiscal 2001, 2002, and 2003, respectively. The
Company also determined that it should have reported its payday loan loss
provision as an adjustment to reconcile net income to cash provided by operating
activities rather than including it in the net change in payday loans in
investing activities. The effect of the adjustment to correct this is to
increase cash flows from operating activities and to decrease cash flows from
investing activities in the amounts of $1.2 million, $3.1 million, and $3.6
million in Fiscal 2001, 2002, and 2003, respectively. Additionally, the Company
previously included renewed pawn loans as both a loan repaid and a loan made.
Because a customer need only pay accrued pawn service charges but not the loan
principal in order to renew a loan, the Company has restated its statements of
cash flows to exclude the principal portion of renewed loans from both loans
made and repaid. The effect of this adjustment is to reduce pawn loans made and
repaid by $21.9 million, $21.7 million, and $22.7 million in Fiscal 2001, 2002,
and 2003, respectively. As pawn loans made and repaid are each reported as
investing activities, there was no net effect on operating or investing cash
flows as a result of this adjustment.

A summary of the effects of these corrections is as follows:

                                                                   Year Ended September 30, 2001
                                                         ------------------------------------------------
                                                         As Previously
                                                            Reported        Adjustments      As Restated
                                                         --------------    -------------    -------------
                                                                          (in thousands)
                                                                                   
Net cash provided by operating activities                 $      11,667    $         250    $      11,917
Net cash provided by (used in) investing activities               8,313             (250)           8,063
Net cash used in financing activities                           (20,920)                          (20,920)
                                                          -------------                     -------------
Change in cash and cash equivalents                                (940)                             (940)
Cash and equivalents at beginning of period                       3,126                             3,126
                                                          -------------                     -------------
Cash and equivalents at end of period                     $       2,186    $          --    $       2,186
                                                          =============    =============    =============

                                                                       Year Ended September 30, 2002
                                                         ------------------------------------------------
                                                         As Previously
                                                            Reported        Adjustments      As Restated
                                                         --------------    -------------    -------------
                                                                          (in thousands)
                                                                                   
Net cash provided by operating activities                 $      15,642    $       1,268    $      16,910
Net cash provided by (used in) investing activities               1,611           (1,268)             343
Net cash used in financing activities                           (17,947)                          (17,947)
                                                          -------------                     -------------
Change in cash and cash equivalents                                (694)                             (694)
Cash and equivalents at beginning of period                       2,186                             2,186
                                                          -------------                     -------------
Cash and equivalents at end of period                     $       1,492    $          --    $       1,492
                                                          =============    =============    =============

                                                                       Year Ended September 30, 2003
                                                         ------------------------------------------------
                                                          As Previously
                                                             Reported        Adjustments     As Restated
                                                         --------------    -------------    -------------
                                                                              (in thousands)
                                                                                   
Net cash provided by operating activities                  $     13,264    $       2,077    $     15,341
Net cash provided by (used in) investing activities              (1,015)          (2,077)         (3,092)
Net cash used in financing activities                           (11,245)                         (11,245)
                                                          -------------                     ------------
Change in cash and cash equivalents                               1,004                            1,004
Cash and equivalents at beginning of period                       1,492                            1,492
                                                          -------------                     ------------
Cash and equivalents at end of period                     $       2,496    $          --    $      2,496
                                                          =============    =============    ============

                                       57

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.

ITEM 9A. CONTROLS AND PROCEDURES

The Company restated its Consolidated Statements of Cash Flows for the years
ended September 30, 2003, 2002 and 2001. For a description of the restatement of
the Consolidated Statements of Cash Flows and the amendment of related
disclosures, see the Explanatory Note on Page 2 of this Form 10-K/A.

Under the supervision and with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, management of the Company has
evaluated the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934) as of September 30, 2003 ("Evaluation
Date").

In making this evaluation, we considered matters relating to the restatement of
the previously issued Consolidated Statements of Cash Flows and the amendment of
related disclosures. The Company determined that a significant deficiency
existed in its disclosure controls surrounding the preparation of the Statements
of Cash Flows. The Company has taken steps to improve the control processes
surrounding the preparation and review of the Statements of Cash Flows.
Specifically, key personnel involved in the preparation and review of the
Company's financial statements have undertaken research of both authoritative
guidance and industry practices in order to improve their understanding of cash
flow presentation issues relevant to the consumer finance industry. Management
also will institute more rigorous reviews of the elements contained in the
Statement of Cash Flows to be certain that it accurately captures only cash
items consistent with the requirements of the Financial Accounting Standards
Board's Statement of Financial Accounting Standards No. 95 - Statement of Cash
Flows ("SFAS 95"), and properly segregates transactions between the different
activities presented in the Consolidated Statements of Cash Flows. There were no
other significant deficiencies, and therefore there were no other corrective
actions taken.

In light of, among other things, the facts and circumstances relating to the
restatement, the Chief Executive Officer and Chief Financial Officer concluded
the significant deficiency noted above and the restatement itself were not
reflective of any material weakness in the disclosure controls and procedures.
In support of this conclusion, the Chief Executive Officer and Chief Financial
Officer noted that the Company's restatement of its Consolidated Statements of
Cash Flows for the years ended September 30, 2003, 2002 and 2001 is, in
substance, only a reclassification of certain items as well as an elimination of
certain non-cash items in the Consolidated Statements of Cash Flows, as more
fully described in Note Q to the Consolidated Financial Statements. Also, to
management's knowledge no investor has expressed to the Company any confusion or
uncertainty about the Company's disclosure approach during that period of time.

The reclassification is the result of an interpretation of the Company's
business characteristics in relation to generally accepted accounting principles
pursuant to the requirements of SFAS 95, which calls for the exclusion of
non-cash transactions from the statement of cash flows.

Management assessed the magnitude of any actual or potential misstatement
resulting from the changes described above and concluded that the magnitude of
any actual or potential misstatement was limited to the classification of
certain items in the "Cash Flows from Operating Activities" and "Cash Flows from
Investing Activities" sections of the Consolidated Statements of Cash Flows and
did not affect any other part of the Consolidated Statements of Cash Flows or
any of the Company's other financial statements.

Based upon the evaluation described above, the Chief Executive Officer and Chief
Financial Officer concluded that, as of the Evaluation Date, the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) are effective to ensure that information

                                       58

required to be disclosed by the Company in reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission rules and
forms. Additionally, there were no significant changes in the Company's internal
controls or other factors that could significantly affect those controls
subsequent to the date of their evaluation.

The Company's management, including its Chief Executive Officer and Chief
Financial Officer, does not expect that the Company's disclosure controls and
procedures or internal controls will prevent all possible error and fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been
detected.

                                       59

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers and directors of the Company as of November 21, 2003 were
as follows:

Name                                 Age       Title
- ----                                 ---       -----
                                         
Sterling B. Brinkley(1)              51        Chairman of the Board of Directors
Joseph L. Rotunda(1)(3)              56        President, Chief Executive Officer, and Director
Dan N. Tonissen(1)(3)                53        Senior Vice President, Chief Financial Officer,
                                               Assistant Secretary, and Director
Gary C. Matzner(4)                   55        Director
Mark C. Pickup(2)(4)                 53        Director
Richard D. Sage(2)(4)                63        Director

Robert F. Bloom                      52        Vice President of Operations Administration
Daniel M. Chism                      35        Controller and Assistant Secretary
Robert A. Kasenter                   57        Vice President of Human Resources
John R. Kissick                      61        Vice President of Strategic Development
Connie L. Kondik                     39        Vice President, Secretary, and General Counsel
Michael Volpe                        39        Vice President of Store Operations
Tom B. Young                         54        Vice President and Chief Information Officer

(1) Member of Executive Committee
(2) Member of Compensation Committee
(3) Member of Section 401(k) Plan Committee
(4) Member of Audit Committee

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. Mr.
Brinkley serves as a Director of Albemarle & Bond Holdings plc, which the
Company owns approximately 29%. In addition, Mr. Brinkley is President and
Chairman of the Board of MS Pawn Corporation, the general partner of MS Pawn
Limited Partnership. Mr. Brinkley has also served as Chairman of the Board or
Chairman of the Executive Committee of Crescent Jewelers, Inc., an affiliate of
the Company, since 1988 and currently serves as interim Chief Executive Officer;
from 1990 to December 2003, he served as Chairman of the Board or Chairman of
the Executive Committee of Friedman's, Inc, also an affiliate of the Company.
From 1986 to 1990, Mr. Brinkley served as a Managing Director of Morgan Schiff &
Co., Inc., an affiliate of the Company. See "Security Ownership of Certain
Beneficial Owners and Management."

Mr. Rotunda joined the Company as director, President, and Chief Operating
Officer in February 2000 and assumed the role of Chief Executive Officer of the
Company in August 2000. From 1998 to 2000, he was Chief Operating Officer of G&K
Services, Inc, a $500 million provider of uniform and textile products. From
1991 to 1998 he progressed through several officer positions to Executive Vice
President and Chief Operating Officer of Thorn Americas, Inc. Mr. Rotunda also
currently serves as a Director of Easyhome, Ltd., Toronto, Canada.

Mr. Tonissen has served as a director, Senior Vice President, Chief Financial
Officer, and Assistant Secretary of the Company since August 1994. Prior to
1994, he held senior level financial positions with La Salsa Holding Company,
Valley Grain Products, Inc., and Denny's, Inc.

Mr. Matzner has served as director of the Company since July 2002. He has been
Senior Counsel with the law firm of McDermott, Will & Emery since August 2002.
From 1997 to July 2002, Mr. Matzner was President of Nobel Health Services,
Inc., a provider of health care consulting services. From 1999 to May 2001, Mr.
Matzner was also President of Oakridge Outpatient Center, Inc.

                                       60

Mr. Pickup has served as 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 to 1995.
Since 1993, Mr. Pickup has also served as a director of Friedman's, Inc. Prior
to 1992, Mr. Pickup was a partner in the firm of Ernst & Young LLP.

Mr. Sage has served as 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 was a Director 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. Bloom joined the Company in June 2000 and served in several capacities until
becoming the Vice President of Operations Administration in October 2003. From
January 1999 to April 2000, he served as the Metromedia Restaurant Group
Regional Vice President of Franchise Operations for the Family Steakhouse
division. Prior to 1999, he served as the Vice President of the Rural Division
for Thorn Americas, Vice President and General Manager - Thorn Leasing Concepts,
and Vice President Operations Administration for Thorn Americas, Inc.

Mr. Chism has served as Controller and Assistant Secretary of the Company since
August 1999. From 1996 to 1999, Mr. Chism served as Audit Manager for Ernst &
Young LLP, where he also served as an audit Senior and audit staff member from
1991 to 1995. From 1995 to 1996, Mr. Chism served as a Director of Internal
Audit and a Departmental Controller for VarTec Telecom, Inc.

Mr. Kasenter joined the Company in August 2003 as Vice President of Human
Resources. He has been a director of the Donnkenny Apparel Board since 2001. Mr.
Kasenter has been the President & Chief Executive Officer of Strategic Executive
Actions, a Chicago-based management consulting firm specializing in human
resource crisis issues, since 1999. Prior to that, he was the Executive Vice
President of Human Resources and Corporate Communications for Montgomery Ward
for 13 years. He was employed by Montgomery Ward from June 1968 to May 1999 in
various store operations and corporate staff positions.

Mr. Kissick has served as Vice President of Strategic Development since August
2001. From 1991 to 1998 he served as Vice President of Strategic Planning for
Thorn Americas, Inc. Prior to 1991, he held senior marketing positions at
Reynolds and Reynolds, Hobart Corporation, and Pizza Hut.

Ms. Kondik has served as General Counsel since June 2000, Secretary since
January 2001, and Vice President since January 2003. From June 1995 to June
2000, Ms. Kondik served as Sr. Associate General Counsel, Vice-President, and
Assistant Secretary of Empire Funding Corp. and TMI Financial, Inc., a national
sub-prime mortgage lender and servicer.

Mr. Volpe joined the Company in October 2003 as Vice President of Store
Operations. From August 2001 to October 2003, he was a multi-unit manager for
Toys "R" Us in the Chicago Area. Prior to that, Mr. Volpe spent ten years in
several positions with Montgomery Ward, including the National Director of
Hardlines and District Manager positions.

Mr. Young has served as the Chief Information Officer of the Company since May
2000. From 1995 to 1999 he served as the Director of Retail Systems for Cracker
Barrel Old Country Stores. Prior to 1995 he served as Director of Systems and
Director of Telecommunications for Service Merchandise.

                                       61

COMMITTEES OF THE BOARD

The Board of Directors held seven meetings during the year ended September 30,
2003. 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 2003 were Mr.
Brinkley, Mr. Rotunda, and Mr. Tonissen. The Executive Committee held one formal
meeting during Fiscal 2003, and all members attended. The Audit Committee,
comprised of Mr. Pickup, Mr. Sage, and Mr. Matzner, held five meetings in Fiscal
2003 that all members attended. All audit committee members are independent
directors and are financially literate. Mr. Pickup is an "audit committee
financial expert" as defined in the applicable rules and regulations of the
Securities and Exchange Act of 1934. The Compensation Committee, comprised of
Mr. Pickup and Mr. Sage, held two informal meetings during Fiscal 2003 of which
both members attended. All actions taken during the year were by Written
Unanimous Consent. The committee that administers the Section 401(k) Plan
consists of Mr. Rotunda and Mr. Tonissen. All Fiscal 2003 actions of this
committee were by Written Unanimous Consents in lieu of meetings. All directors
attended at least 75% of the total number of meetings of the Board and of the
committees on which they serve.

CODE OF CONDUCT AND ETHICS

The Company has in place a Code of Conduct and Ethics applicable to all
employees, as well as the Board of Directors and executive officers. Copies of
the Company's Code of Conduct and Ethics are available, free of charge by
submitting a written request to EZCORP, Inc., Investor Relations, 1901 Capital
Parkway, Austin, Texas 78746 or may be obtained from the Company's website at
www.ezcorp.com.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Based primarily on statements received from officers and directors and a review
of the relevant Forms 3, 4, and 5, all officers, directors, and beneficial
owners of more than ten percent of any class of equity securities were timely
throughout the fiscal year in filing all reports required by Section 16(a) of
the Exchange Act.

                                       62

ITEM 11.  EXECUTIVE COMPENSATION

COMPENSATION SUMMARY
The following table sets forth compensation earned for services during Fiscal
2001, 2002, and 2003 by the Company's Chief Executive Officer, and each of the
Company's four most highly compensated executive officers whose total annual
compensation exceeded $100,000 (such persons collectively herein referred to as
the "Named Executive Officers").

                                                                                               Long Term         All other
                                                         Annual Compensation                  Compensation     Compensation

                                                                                               Restricted
                                                                                              Stock Awards
Name and Principal Position                   Year     Salary($)    Bonus($)     Other($)        ($)(1)           ($)(2)
                                              ----     --------     --------     --------     ------------     ------------
                                                                                             
Sterling B. Brinkley                          2001       25,472       87,000       81,605               --            1,669
Chairman of the Board                         2002      260,384       34,486           --               --            1,332
                                              2003      373,365       31,800           --          783,750            1,349

Joseph L. Rotunda                             2001      400,000       78,298       75,852               --            2,622
President, Chief Executive Officer and        2002      437,692      409,680       87,417               --            1,512
Director (3)                                  2003      469,154      538,318       74,812               --            1,475

Dan N. Tonissen                               2001      240,000           --       28,018               --            1,830
Senior Vice President, Chief Financial        2002      249,615       70,875           --               --            1,134
Officer, Assistant Secretary and Director     2003      259,577      102,050           --               --              819

Robert F. Bloom                               2001      161,539           --           --               --            1,179
Vice President                                2002      167,753       41,076           --               --              762
                                              2003      172,789       56,874           --               --              551

Daniel M. Chism                               2001      129,810           --           --               --              313
Controller and Assistant Secretary            2002      133,782       33,475           --               --              626
                                              2003      137,827       39,095           --               --              439

Tom B. Young                                  2001      126,780           --           --               --              590
Vice President and Chief Information          2002      131,803       38,016           --               --              990
Officer (4)                                   2003      135,831       52,360       42,347               --            1,159

(1)  On September 17, 2003, Mr. Brinkley was awarded 125,000 shares of
     restricted Class A Common Stock. The restriction requires Mr. Brinkley to
     remain employed by the Company until September 17, 2005 at which time the
     shares will be vested. The closing price of the Company's stock on
     September 17, 2003 was $6.27. The Company also agreed to reimburse Mr.
     Brinkley for the income tax consequences of the award. As of September 30,
     2003, the market value of these shares was $760,000.

(2)  This category includes the value of any life insurance premiums paid on
     behalf of the named executive.

(3)  Mr. Rotunda's Other Annual Compensation includes $45,640 for payment of
     taxes for Fiscal 2003 and $19,806 for auto allowance plus taxes.

(4)  Mr. Young's Other Annual Compensation is for relocation to Austin, Texas.

EMPLOYMENT AGREEMENTS
As President and Chief Executive Officer, Joseph L. Rotunda's annual
compensation includes an annual bonus ranging from 50% to 150% of his base
salary dependent upon the attainment of Board approved operating goals. In the
event of a change of control, Mr. Rotunda is entitled to receive a bonus payment
equivalent to 200% of his annual compensation, as well as immediate vesting of
all stock options. If Mr. Rotunda's employment is terminated, other than for
cause, he is entitled to receive a severance payment equal to his annual
compensation. Mr. Rotunda's $200,000 loan by the Company was fully forgiven
pursuant to its terms as of February 24, 2003.

                                       63

INSIDER NOTES
In 1994, the Company loaned the former President and Chief Executive Officer,
Vincent Lambiase, $729,000 to purchase 50,000 shares of Class A Common Stock.
The loan is shown as a reduction of stockholders' equity in these financial
statements. In connection with Mr. Lambiase's separation from the Company in
2000, the maturity date of the loan was extended to the earlier of (a) ten
business days following the first day that the closing price for the Company's
stock is equal to or exceeds $10 per share, or (b) August 1, 2005. Additionally,
under the agreement, all accrued and unpaid interest due on the loan is forgiven
until the first day that the closing price for the Company's stock is equal to
or exceeds $6 per share. On September 17, 2003, the Company's stock closed at
$6.27. Mr. Lambiase became responsible for interest beginning on September 18,
2003 through December 31, 2003 (payable on December 31, 2003) and for each year
until the note matures in August 2005. As of September 30, 2003, the amount owed
is approximately $729,000 plus accrued interest of approximately $25,400. Any
forgiveness of interest and related income tax costs are charged as compensation
expense. During Fiscal 2001, 2002, and 2003, the company recognized compensation
expense of $124,000, $49,000, and $72,000 respectively.

In October 1994, the Board of Directors approved agreements that provide
incentive compensation to the Chairman, Sterling Brinkley, and Mr. Lambiase,
based on growth in the share price of the Company's Class A Common Stock. Each
executive was advanced $1.5 million evidenced by a recourse promissory note, due
in 2005 and bearing interest at the minimum rate allowable for federal income
tax purposes (2.12% for Fiscal 2003).

Mr. Lambiase repaid his $1.5 million loan August 14, 2001. As stipulated by a
loan amendment dated August 15, 2000, the company forgave the related accrued
interest on this date and reimbursed Mr. Lambiase for the income tax
consequences of the interest forgiven.

Under the terms of Mr. Brinkley's $1.5 million loan, as amended, the loan
principal will be forgiven if, prior to October 1, 2005, a stock price target of
$28.25 is attained. The loan provides that upon Mr. Brinkley's death or
disability or certain changes in control the then remaining principal and
interest will be forgiven. Through September 30, 2003, the stock price target
had not been attained. As of September 30, 2003, the amount owed is $1.5 million
plus accrued interest of $32,000. Accrued interest is forgiven based upon
continued employment, and the Company is required to reimburse Mr. Brinkley for
the income tax consequences of forgiveness of any portion of the debt.

Under the $1.5 million loan to Mr. Brinkley, charges to operations consist of
forgiveness of interest and related income tax costs and totaled approximately
$169,000, $63,000, and $58,000 for the years ended September 30, 2001, 2002, and
2003, respectively. In Fiscal 2001, the interest forgiveness and related income
tax costs related to Mr. Lambiase's $1.5 million loan were $127,000 and were
charged to the Company's restructuring reserve. In Fiscal 2003, only Mr.
Brinkley's $1.5 million loan is outstanding.

In February 2000, the Company loaned Mr. Rotunda $200,000 as an employment
incentive. The principal and interest of the loan were subject to forgiveness in
equal increments over a three-year period conditioned upon Mr. Rotunda's
continued employment with the Company on February 24th of each year. The Company
was required to reimburse Mr. Rotunda for the income tax consequence of any
portion of the forgiveness. In Fiscal 2003 the remaining balance of this loan of
$66,667 plus accrued interest of $1,651 was forgiven. During years 2001, 2002,
and 2003, charges to operations consist of forgiveness and related income tax
costs and totaled approximately $132,800, $120,400, and $113,960, respectively.

DIRECTOR COMPENSATION
Mr. Pickup received $31,500 during 2003 as compensation for his service as a
director and Chairman of the Audit Committee. Mr. Sage and Mr. Matzner each
received $13,500 as compensation for board service. Mr. Lambiase received $9,000
as compensation for board service prior to his resignation in April 2003. No
other outside director received compensation from the Company during Fiscal
2003.

                                       64

STOCK OPTIONS
On November 5, 1998, the Compensation Committee of the Board of Directors
approved the grant of 350,000 options to Mr. Brinkley and 100,000 options to Mr.
Tonissen that remain outstanding. The options are exercisable at $10 per share,
vest on October 6, 2008, and have a contractual life of ten years. The terms of
this grant provide for accelerated vesting upon achievement of certain debt to
equity ratios and levels of earnings per share. If any of these 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
resulting tax savings realized by the Company.

On October 30, 2002, the Compensation Committee of the Board of Directors
approved a grant of 570,000 options to executive officers, exercisable at $2.57
per share, and, except as discussed below, vesting on October 20, 2008. As of
September 30, 2003, 520,000 of these options remained outstanding (options
granted less options canceled due to employee termination) and none had been
exercised. The terms of this grant provides for accelerated vesting upon
achievement of certain income levels for years ending September 30, 2003, 2004,
and 2005.

On September 17, 2003, the Compensation Committee of the Board of Directors
approved a grant of 100,000 options to Mr. Brinkley, exercisable at $6.27 per
share. Forty percent of these options vest on September 15, 2004, and 60% vest
on September 15, 2005.

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                INDIVIDUAL GRANTS

                               Number of        %of Total
                               Securities        Options/                                          Potential Realizable Value
                               Underlying          SARs          Exercise or                        At Assumed Annual Rates of
                                Options/        Granted to          Base                           Stock Price Appreciation for
                                  SARs         Employees in        Price          Expiration              Option Term (2)
Name                          Granted (1)       Fiscal Year        ($/Sh)            Date               5%               10%
- ----                         --------------   --------------    --------------   --------------   --------------   --------------
                                                                                                 
Sterling B. Brinkley
Chairman of the Board (3)           100,000               11%   $         6.27        9/17/2013   $      394,317   $      999,277

Joseph L. Rotunda
President, Chief Executive          150,000               17%   $         2.57       10/30/2012   $      176,469   $      509,341
Officer and Director

Dan N. Tonissen
Senior Vice President,              100,000               11%   $         2.57       10/30/2012   $      117,646   $      339,561
Chief Financial Officer,
Assistant Secretary and
Director

Robert F. Bloom
Vice President of                   100,000               11%   $         2.57       10/30/2012   $      117,646   $      339,561
Operations Administration

                                       65

                               Number of        %of Total
                               Securities        Options/                                          Potential Realizable Value
                               Underlying          SARs          Exercise or                        At Assumed Annual Rates of
                                Options/        Granted to          Base                           Stock Price Appreciation for
                                  SARs         Employees in        Price          Expiration              Option Term (2)
Name                          Granted (1)       Fiscal Year        ($/Sh)            Date               5%               10%
- ----                         --------------   --------------    --------------   --------------   --------------   --------------
                                                                                                 
Daniel M. Chism
Controller and Assistant            2,000                0%     $         6.27        9/17/2013   $        7,886   $       19,986
Secretary                           7,000                1%     $         2.57       10/01/2012   $       11,086   $       28,308

Tom B. Young
Vice President and Chief           50,000                6%     $         2.57       10/30/2012   $       58,823   $      169,780
Information Officer

(1)  Stock options typically 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%.

(3)  Excludes 125,000 shares of restricted stock award granted to Mr. Brinkley
     on September 17, 2003.

                                       66

                     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 2003 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.

                                          Shares                   Number of Securities       Value of Unexercised
                                          Acquired                Underlying Unexercised          In-the-Money
                                             On        Value          Options/SARs at           Options/SARs at
                                          Exercise    Realized          FY-End (#)               FY-End ($)(1)
Name                                        (#)         ($)      Exercisable/Unexercisable  Exercisable/Unexercisable
                                                                                
Sterling B. Brinkley
Chairman of the Board                         --         --          125,000/450,000                         -/-

Joseph L. Rotunda
President, Chief Executive Officer and        --         --          253,334/296,666           $648,003/$798,497
Director

Dan N. Tonissen
Senior Vice President, Chief
Financial Officer, Assistant                  --         --           58,313/216,000           $ 16,320/$416,280
Secretary and Director

Robert F. Bloom
Vice President of Operations                  --         --           14,000/126,000           $ 45,120/$ 98,080
Administration

Daniel M. Chism
Controller and Assistant Secretary            --         --            11,400/19,600           $ 13,872/$ 59,658

Tom B. Young
Vice President and Chief Information          --         --            14,000/76,000           $ 45,120/$273,580
Officer

(1) Values stated are based upon the closing price of $6.08 per share of the
Company's Class A Common Stock on The NASDAQ Stock Market on September 30, 2003,
the last trading day of the fiscal year.

COMPENSATION PURSUANT TO PLANS

STOCK INCENTIVE PLAN

The Company's 1991 Incentive Stock Option Plan (the "1991 Plan") provides for
(i) the granting of incentive stock options to purchase Class A Common Stock,
(ii) the granting of nonqualified stock options to purchase Class A Common
Stock, (iii) the granting of stock appreciation rights ("SARs"), and (iv) the
granting of limited stock appreciation rights ("LSARs").

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 were granted at exercise prices equal to or
above the fair market value on the date of the grant. In October 1994, the Board
of Directors amended the Plan to provide accelerated vesting upon a change in
control of the Company. As of September 30, 2003, the Company had 179,313 active
options outstanding to executive officers under the 1991 Plan at prices ranging
from $12.00 to $14.00. Of these options, 179,313 are vested and none has been
exercised.

                                       67

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 same types of options, SARs and LSARs as the
1991 Plan and provides for the issuance of shares 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. The number of shares eligible to be awarded under the 1998
Plan is 1,275,000, and was not increased to 1,955,000 as was disclosed in the
Annual Report for the year ended September 30, 2002. As of September 30, 2003,
the Company had 1,459,000 active options outstanding to executive officers
(options granted less options canceled due to employee termination) under the
1998 Plan at prices ranging from $2.00 to $15.00. Of these options, 304,734 are
vested and none have been exercised.

On October 30, 2002, the Compensation Committee of the Board of Directors
approved a grant of 570,000 options to executive officers, exercisable at $2.57
per share, and, except as discussed below, vesting on October 20, 2008. As of
September 30, 2003, 520,000 of these options remained outstanding (options
granted less options canceled due to employee termination) and none had been
exercised. The terms of this grant provides for accelerated vesting upon
achievement of certain income levels for years ending September 30, 2003, 2004,
and 2005.

On September 17, 2003, the Compensation Committee of the Board of Directors
approved the adoption of the EZCORP, Inc. 2003 Incentive Plan (the "2003 Plan").
The 2003 Plan permits grants of the same types of options, SARs and LSARs as the
1991 and 1998 plans and provides for stock option awards of up to 500,000 of the
Company's Class A Common Stock. As of September 30, 2003, the Company had
102,000 active options outstanding to executive officers (options granted less
options canceled due to employee termination) under the 2003 Plan at a price of
$6.27. None of these options are vested.

Also, on September 17, 2003, the Board of Directors approved an award of 125,000
shares of restricted stock to the Chairman of the Board. The closing price of
the Company's stock on September 17, 2003 was $6.27. The restriction requires
that Mr. Brinkley remain employed with the Company through September 17, 2005.
The Company also agreed to reimburse Mr. Brinkley for the income tax
consequences resulting from the award.

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 a maximum percentage allowable
not to exceed the limits of Code Sections 401(k), 402(g), 404 and 415. (not to
exceed $12,000 in 2003, except if over age 50 and have met the $12,000 limit,
then can contribute an additional $2,000) to the plan trust. The Company may
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 2003 was approximately
$64,000. The Company's contributions vest based on the employee's length of
service with the Company and its subsidiaries, with 25% of the total
contributions vesting each year once the employee has two years of service (for
the purposes of the 401(k) plan, a year of service is defined as 1,000 hours
worked). 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

The Board of Directors has appointed a Compensation Committee comprised of Mr.
Pickup and Mr. Sage. Both Mr. Pickup and Mr. Sage serve as directors and are
also members of the Audit Committee of the Board of Directors.

                                       68

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS

Phillip Ean Cohen indirectly controls the Company 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 November
21, 2003 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 Non-Voting           Class B Voting
                                                         Common Stock               Common Stock             Voting
            Name and Addres of the              ----------------------------     ----------------------
              Beneficial Owners(a)                 Number          Percent         Number       Percent     Percent
            ----------------------              ------------       ---------      ---------     -------     -------
                                                                                              
MS Pawn Limited Partnership(b)(g)               1,388,857(h)       11.39%(h)      1,194,131       100%       100%
MS Pawn Corporation
Phillip Ean Cohen
350 Park Avenue, 8th Floor
New York, New York 10022

Sterling B. Brinkley(c)                           325,615           2.93%                --        --         --
350 Park Avenue, 8th Floor
New York, New York 10022

Joseph L. Rotunda(d)                              343,500           3.03%                --        --         --
1901 Capital Parkway
Austin, TX 78746

Dan N. Tonissen(e)                                 82,313           0.74%                --        --         --
1901 Capital Parkway
Austin, Texas 78746

Gary Matzner(m)                                       600           0.01%                --        --         --
2601 S. Batshore Dr.
Miami, Florida 33133

Mark C. Pickup(l)                                   5,600           0.05%                --        --         --
6734 Corte Segunda
Martinez, California 94553

Richard D. Sage(n)                                  1,831           0.02%                --        --         --
13636 Deering Bay Drive
Coral Gables, Florida 33158

Robert F. Bloom(i)                                 38,000           0.34%                --        --         --
1901 Capital Parkway
Austin, Texas 78746

Daniel M. Chism(j)                                 15,200           0.14%                --        --         --
1901 Capital Parkway
Austin, Texas 78746

Tom B. Young(k)                                    28,000           0.25%                --        --         --
1901 Capital Parkway
Austin, Texas 78746

All officers and directors as a group(b)(f)       869,459           7.46%                --        --         --

                                       69

(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 125,000 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 or 100,000 shares of
     Class A Common Stock at $6.27 per share, none of which are currently
     exercisable. It also does not include 125,000 shares of restricted stock
     awarded. Between November 24, 2003 and November 26, 2003, 90,800 shares of
     Class A Common Stock were sold with prices ranging between $7.30 and $7.57
     per share.

(d)  Includes options to acquire 50,000 shares of Class A Common Stock at $4.00
     per share, 22,500 shares of Class A Common Stock at $2.57 per share,
     200,000 shares of Class A Common Stock at $2.00 per share, 50,000 shares of
     Class A Common Stock at $10.00 per share and 20,000 shares of Class A
     Common Stock at $13.00 per share. Does not include options to acquire
     127,500 shares of Class A Common Stock at $2.57 per share, 30,000 shares of
     Class A Common Stock at $13.00 per share, or 50,000 shares of Class A
     Common Stock at $15.00 per share, none of which are currently exercisable.

(e)  Includes options to acquire 24,313 shares of Class A Common Stock at $12.75
     per share, 30,000 shares of Class A Common Stock at $12.00 per share,
     15,000 share of Class A Common Stock at $2.57 per share, and 8,000 shares
     of Class A Common Stock at $2.00 per share. Does not include options to
     acquire 100,000 shares of Class A Common Stock at $10.00 per share, 85,000
     shares of Class A Common Stock at $2.57 per share, or 12,000 shares of
     Class A Common Stock at $2.00 per share, none of which are currently
     exercisable.

(f)  Includes 13 persons' options to acquire 656,213 shares of Class A Common
     Stock at prices ranging from $2.00 to $15.00 per share and warrants to
     acquire 1,222 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 14,000 shares of Class A Common Stock at $2.00
     per share, 15,000 shares of Class A Common Stock at $2.57 per share, and
     6,000 shares of Class A Common Stock at $4.00 per share. Does not include
     options to acquire 16,000 shares of Class A Common Stock at $2.00 per
     share, 4,000 shares of Class A Common Stock at $4.00 per share, or 85,000
     shares of Class A Common Stock at $2.57 per share, none of which are
     currently exercisable.

(j)  Includes options to acquire 8,000 shares of Class A Common Stock at $10.00
     per share, 1,400 shares of Class A Common Stock at $2.57 per share and
     5,800 shares of Class A Common Stock at $2.00 per share. Does not include
     options to acquire 6,200 shares of Class A Common Stock at $2.00 per share,
     2,000 shares of Class A Common Stock at $10.00 per share, 5,600 shares of
     Class A Common Stock at $2.57 per share, or 2,000 shares of Class A Common
     Stock at $6.27 per share, none of which are currently exercisable.

(k)  Includes options to acquire 14,000 shares of Class A Common Stock at $2.00
     per share, 7,500 shares of Class A Common Stock at $2.57 per share and
     6,000 shares of Class A Common Stock at $4.00 per share. Does not include
     options to acquire 16,000 shares of Class A Common Stock at $2.00 per
     share, 42,500 shares of Class A Common Stock at $2.57 per share, nor 4,000
     shares of Class A Common Stock at $4.00 per share, none of which are
     currently exercisable.

(l)  Includes options to acquire 1,200 shares of Class A Common Stock at $2.00
     per share and 1,800 shares of Class A Common Stock at $2.57 per share. Does
     not include options to acquire 1,800 shares of Class A Common Stock at
     $2.00 per share, 7,200 shares of Class A Common Stock at

                                       70

      $2.57 per share, or 9,000 shares of Class A Common Stock at $6.27 per
      share, none of which are currently exercisable.

(m)   Includes options to acquire 600 shares of Class A Common Stock at $2.57
      per share. Does not include options to acquire 2,400 shares of Class A
      Common Stock at $2.57 per share, nor 3,000 shares of Class A Common Stock
      at $6.27 per share, none of which are currently exercisable.

(n)   Includes options to acquire 1,200 shares of Class A Common Stock at $2.00
      per share, 600 shares of Class A Common Stock at $2.57 per share and
      warrants to acquire 31 shares of Class A Common Stock at $6.17 per share.
      Does not include options to acquire 1,800 shares of Class A Common Stock
      at 2.00 per share, 2,400 shares of Class A Common Stock at $2.57 per
      share, or 3,000 shares of Class A Common Stock at $6.27 per share, none of
      which are currently exercisable.

Securities authorized under equity compensation plans as of September 30, 2003,
were as follows:

                                                                                 Number of Securities Remaining
                                 Number of Securities                          Available for Future Issuance Under
                                   to be Issued Upon     Weighted Average          Equity Compensation Plans
                                      Exercise of        Exercise Price of     (Excluding Securities Reflected in
                                  Outstanding Options   Outstanding Option                 Column (a))
         Plan Category                    (a)                   (b)                           (c)
                                                                       
Equity compensation plans
approved by security holders         2,112,993              $    6.13                         236,000

Equity compensation plans not
approved by security holders                --                     --                              --
                                     ---------              ---------                       ---------
Total                                2,112,993              $    6.13                         236,000
                                     =========              =========                       =========

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For information concerning the $200,000 loan from the Company to Mr. Rotunda,
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, 2000, 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. Morgan Schiff waived the monthly advisory
fee from July 2000 through October 2002. The financial advisory fee was
reinstated in November 2002 at $33,333 per month. Effective October 1, 2003, the
monthly retainer was increased to $100,000 per month, inclusive of most
expenses.

                                       71

The table below summarizes the retainer and expense reimbursements for
out-of-pocket expenses paid to Morgan Schiff by the Company during Fiscal 2001,
2002, and 2003 (in $000's):

                                                 2001         2002         2003
                                                ------       ------       ------
                                                                 
Monthly retainer                                $   --       $   --       $  367
Expense reimbursements                             426          498          400
                                                ------       ------       ------
Total                                           $  426       $  498       $  767
                                                ======       ======       ======

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The Company has paid the following fees to Ernst & Young LLP for services
provided during the years ended September 30, 2002 and 2003:

                                                        Years Ended September 30,
                                                        -------------------------
                                                           2002           2003
                                                         --------       --------
                                                                  
Audit fees                                               $258,000       $263,000
Audit related fees                                             --          7,000
Tax fees:
      Tax compliance                                       45,000         75,000
      Tax consulting                                       34,190         44,010
      Assistance with IRS exam                             71,120         82,835
All other fees                                              2,480          3,500
                                                         --------       --------
Total fees for services                                  $410,790       $475,345
                                                         ========       ========

The Audit Committee of the Company's Board of Directors has adopted a policy of
pre-approving all fees to be paid to the Company's independent audit firm,
regardless of the type of service. All non-audit services were reviewed with the
Audit Committee, which concluded that the provision of such services by Ernst &
Young LLP was compatible with the maintenance of that firm's independence in the
conduct of its auditing functions.

                                       72

                                     PART IV

ITEM 15. 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, 2002 and 2003

Consolidated Statements of Operations for each of the three years in the period
ended September 30, 2003

Consolidated Statements of Cash Flows for each of the three years in the period
ended September 30, 2003

Consolidated Statements of Stockholders' Equity for each of the three years in
the period ended September 30, 2003

Notes to Consolidated Financial Statements.

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

Schedule II-Valuation Accounts

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, 2003, the Company
filed two Current Reports on Form 8-K dated April 22, 2003 and July 22, 2003 to
report the issuance of a press release regarding its results of operations for
the fiscal quarters ended March 31, 2003, and June 30, 2003, respectively.

                                       73

                          EZCORP, INC. AND SUBSIDIARIES
                        SCHEDULE II - VALUATION ACCOUNTS
                                  (In millions)

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

Year ended September 30, 2001 ..............................       $  2.2       $  0.2        $   --       $  1.3       $  1.1
                                                                   ------       ------        ------       ------       ------
Year ended September 30, 2002 ..............................          1.1          0.6            --           --          1.7
                                                                   ------       ------        ------       ------       ------
Year ended September 30, 2003 ..............................       $  1.7       $  0.1        $   --       $   --       $  1.8
                                                                   ------       ------        ------       ------       ------

Allowance for uncollectible pawn service charges receivable:

Year ended September 30, 2001 ..............................       $  5.7       $  0.3        $   --       $   --       $  6.0
                                                                   ------       ------        ------       ------       ------
Year ended September 30, 2002 ..............................          6.0          0.7            --           --          6.7
                                                                   ------       ------        ------       ------       ------
Year ended September 30, 2003 ..............................       $  6.7       $ (0.4)       $   --       $   --       $  6.3
                                                                   ------       ------        ------       ------       ------

Allowance for losses on payday loans:

Year ended September 30, 2001 ..............................       $   --       $  1.2        $   --       $  1.1       $  0.1
                                                                   ------       ------        ------       ------       ------
Year ended September 30, 2002 ..............................          0.1          3.1            --          3.1          0.1
                                                                   ------       ------        ------       ------       ------
Year ended September 30, 2003 ..............................       $  0.1       $  3.6        $   --       $  3.5       $  0.2
                                                                   ------       ------        ------       ------       ------

Allowance for valuation of deferred tax assets:

Year ended September 30, 2001 ..............................       $  3.7       $   --        $   --       $   --       $  3.7
                                                                   ------       ------        ------       ------       ------
Year ended September 30, 2002 ..............................          3.7           --            --           --          3.7
                                                                   ------       ------        ------       ------       ------
Year ended September 30, 2003 ..............................       $  3.7       $ (3.7)       $   --       $   --       $   --
                                                                   ------       ------        ------       ------       ------

                                       74

LISTING OF EXHIBITS

See Exhibit Index immediately following signature page.

                                       75

                                   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.

November 24, 2004

By:  /s/ Joseph L. Rotunda
    ------------------------------------
    (Joseph L. Rotunda)
    (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                      November 24, 2004
- ----------------------------------
     Sterling B. Brinkley

 /s/ Joseph L. Rotunda                       President, Chief Executive                 November 24, 2004
- ----------------------------------           Officer & Director
     Joseph L. Rotunda                       (Principal Executive Officer)

/s/ Dan N. Tonissen                          Senior Vice President, Chief               November 24, 2004
- ----------------------------------           Financial Officer, Assistant Secretary
    Dan N. Tonissen                          & Director (Principal Financial and
                                             Accounting Officer)

/s/ Gary C. Matzner                          Director                                   November 24, 2004
- ----------------------------------
    Gary C. Matzner

/s/ Richard D. Sage                          Director                                   November 24, 2004
- ----------------------------------
    Richard D. Sage

                                       76

                                  EXHIBIT INDEX

                                                     Page Number if         Incorporated by
Number                Description                     Filed herein            Reference to
- ------                -----------                     ------------            ------------
                                                               
3.1          Amended and Restated Certificate of                      Exhibit 3.1 to the Registration
             Incorporation of the Company                             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 Form S-1 effective
             the Company                                              July 15, 1996 (File No. 33-1317)

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

10.2         Omitted                                                  N/A

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

10.4         Omitted                                                  N/A

                                       77

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

10.7         Loan Agreement between the Company, as                     Exhibit 10.7 to Registrant's Annual
             Borrower, and Franklin Federal Bancorp,                    Report on Form 10-K for the year ended
             FSB, as lender, dated April 30, 1993.                      September 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 Registration
             20, 1990 between Morgan Schiff & Co.,                      Statement on Form S-1 effective
             Inc. ("Morgan Schiff") and the                             August 23, 1991
             Company.                                                   (File No. 33-41317)

10.11        Stock Purchase Agreement be-                               Exhibit 10.11 to the Registration
             tween the Company, Courtland L.                            Statement on Form S-1 effective
             Logue, Jr., Courtland L. Logue,                            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.

                                       78

                                                               
10.12        Capitalization and Subscription                            Exhibit 10.12 to the Registration
             Agreement between MS Pawn                                  Statement on Form S-1 effective
             Limited Partnership ("MS Pawn")                            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 Annual
             the Company and Courtland L. Logue,                        Report on Form 10-K for the year
             Sr., dated February 15, 1993                               ended September 30, 1993
                                                                        (File No. 0-19424)

10.15        Omitted                                                    N/A

10.16        Junior Subordinated Note due                               Exhibit 10.16 to Registration
             1996 issued July 25, 1989 to Court-                        Statement on Form S-1 effective
             land L. Logue, Sr. in the original                         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 Registration
             Company to MS Pawn on July 25,                             Statement on Form S-1 effective
             1989.                                                      August 23, 1991
                                                                        (File No. 33-41317)

10.19        Amendment to the Stock Purchase                            Exhibit 10.19 to the Registration
             Agreement dated as of June 19, 1989                        Statement on Form S-1 effective
             Between the Company and the                                August 23, 1991
             Stockholders of the Predecessor                            (File No. 33-41317)
             Company.

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

                                       79

                                                               
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 Registration
             of July 25, 1989 between the Com-                          Statement on Form S-1 effective
             pany, MS Pawn and Courtland L.                             August 23, 1991
             Logue, Jr.                                                 (File No. 33-41317)

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

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

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

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

10.40        Lease of 1970 Cessna 210K Aircraft                         Exhibit 10.40 to the Registration
             Between Courtland L. Logue, Jr. and                        Statement on Form S-1 effective
             Transamerica Pawn Corporation,                             August 23, 1991
             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 Registration
             Between Courtland L. Logue, Jr.                            Statement on Form S-1 effective
             and Transamerica Pawn Corporation,                         August 23, 1991
             dated December 29, 1989.                                   (File No. 33-41317)

                                       80

                                                               
10.45        Lease between Logue, Inc. and E-Z                          Exhibit 10.45 to the Registration
             Corporation for real estate located                        Statement on Form S-1 effective
             at 1166 Airport Boulevard, Austin,                         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 Registration
             Corporation for real estate located                        Statement on Form S-1 effective
             at 5415 North Lamar Boulevard,                             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 Registration
             Partnership and Logue-Drouin                               Statement on Form S-1 effective
             Industries, Inc. for real property                         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 Registration
             Corporation and Logue-Drouin                               Statement on Form S-1 effective
             Industries, Inc. DBA E-Z Pawn #5                           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 Registration
             Inc. and E-Z Corporation for real                          Statement on Form S-1 effective
             Property located at 901 E. 1st St.,                        August 23, 1991
             Austin, Texas, dated July 25, 1989.                        (File No. 33-41317)

10.50        Agreements between the Company                             Exhibit 10.50 to the Registration
             and MS Pawn dated February 18,                             Statement on Form S-1 effective
             1992 for the payment of $1.377                             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

                                       81

                                                               
10.58        Omitted                                                    N/A

10.59        Omitted                                                    N/A

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

10.61        Promissory Note between Sterling                           Exhibit 10.61 to Registrant's Annual
             B. Brinkley and the Company in the                         Report on Form 10-K for the year
             original principal amount of                               ended September 30, 1995 (File
             $1,500,000 attached thereto (an                            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 Annual
             between the Company and Vincent                            Report on Form 10-K for the year
             A. Lambiase and Promissory Note in                         ended September 30, 1995
             the amount of $729,112.50 in                               (File No. 0-19424)
             connection therewith.

10.63        EZCORP, Inc. Incentive Stock Option                        Exhibit 10.63 to Registrant's
             Award Agreement, Employee Form                             Annual Report on Form 10-K
                                                                        For the year ended September
                                                                        30,1998 (File No.0-19424)

10.64         EZCORP, Inc. Incentive Stock Option                       Exhibit 10.64 to Registrant's
              Award Agreement, Executive Form                           Annual Report on Form 10-K
                                                                        for the year ended September
                                                                        30, 1998 (File No. 0-19424)

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

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

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

                                       82

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

10.75        Fourth Amendment to Amended and Restated                   Form 10-Q for the quarter ended March
             Loan Agreement between the Company and Wells               31, 1998
             Fargo Bank (Texas), N.A. as Agent, re:                     (File No. 0-19424)
             Revolving Credit Loan.

10.76        Fifth Amendment to Amended and Restated                    Exhibit 10.76 to Registrant's Annual
             Loan Agreement between the Company and                     Report on Form 10-K for the year ended
             Wells Fargo Bank (Texas), N.A. as Agent,                   September 30, 1998
             re: Revolving Credit Loan.                                 (File No, 0-19424)

10.77        Credit Agreement between the Company and                   Exhibit 10.77 to Registrant's Annual
             Wells Fargo Bank (Texas), N.A., as Agent                   Report on Form 10-K for the year ended
             and Issuing Bank, re: $110 million                         September 30, 1998
             Revolving Credit Loan                                      (File No. 0-19424)

10.78        First Amendment to Credit Agreement                        Exhibit 10.78 to Registrant's Annual
             Between the Company and Wells Fargo Bank                   Report on Form 10-K for the year
             (Texas), N.A., as Agent and Issuing Bank,                  Ended September 30, 1999 (File
             re: $110 million Revolving Credit Loan.                    No. 0-19424)

10.79        Second Amendment to Credit Agreement and                   Exhibit 10.79 to Registrant's Quarterly
             Waiver between the Company and Wells Fargo                 Report on Form 10-Q for the quarter
             Bank (Texas), N.A., as Agent and Issuing                   ended March 31, 2000
             Bank, re: $85 million Revolving Credit Loan.               (File No. 0-19424)

10.80        Limited Waiver between the Company and                     Exhibit 10.80 to Registrant's Quarterly
             Wells Fargo Bank Texas, N.A., as Agent and                 Report on Form 10-Q for the quarter
             Issuing Bank, re: $85 million Revolving                    ended June 30, 2000
             Credit Loan.                                               (File No. 0-19424)

10.81        Amended and Restated Credit Agreement                      Exhibit 10.81 to Registrant's Annual
             between the Company and Wells Fargo Bank                   Report on Form 10-K for the year ended
             Texas, N.A., as Agent and Issuing Bank, re:                September 30, 2000
             $85 million Credit Facility.                               (File No. 0-19424)

10.82        Waivers of Selected Sections of Credit                     Exhibit 10.82 to Registrant's Quarterly
             Agreement between the Company and Wells                    Report on Form 10-Q for the quarter
             Fargo Bank, N.A., as Agent and Issuing                     ended June 30, 2001
             Bank, re:  $85 million Credit Facility.                    (File No. 0-19424)

10.83        First Amendment to Amended and Restated                    Exhibit 10.83 to Registrant's Quarterly
             Credit Agreement between the Company and                   Report on Form 10-Q for the quarter
             Wells Fargo Bank, N.A., as Agent and                       ended June 30, 2001
             Issuing Bank, re:  $85 million Credit                      (File No. 0-19424)
             Facility.

                                       83

                                                               
10.84        Second Amendment to Amended and Restated                   Exhibit 10.84 to Registrant's Annual
             Credit Agreement between the Company and                   Report on Form 10-K for the year ended
             Wells Fargo Bank, N.A., as Agent and                       September 30, 2001
             Issuing Bank, re:  $85 million Credit                      (File No. 0-19424)
             Facility.

10.85        Third Amendment to Amended and Restated                    Exhibit 10.85 to Registrant's Annual
             Credit Agreement between the Company and                   Report on Form 10-K for the year ended
             Wells Fargo Bank, N.A., as Agent and                       September 30, 2001
             Issuing Bank, re:  $85 million Credit                      (File No. 0-19424)
             Facility.

10.86        Fourth Amendment to Amended and Restated                   Exhibit 10.86 to Registrant's Current
             Credit Agreement between the Company and                   Report on Form 8-K dated September 30,
             Wells Fargo Bank, N.A., as Agent and                       2002
             Issuing Bank, re:  $85 million Credit                      (File No. 0-19424)
             Facility.

10.87        Second Amended and Restated Credit                         Exhibit 10.87 to Registrant's Current
             Agreement between the Company and Wells                    Report on Form 8-K dated October 30,
             Fargo Bank Texas, N.A., as Agent and                       2002
             Issuing Bank, re: re-syndication of Credit                 (File No. 0-19424)
             Facility, with a maturity date of March 31,
             2005.

10.88        EZCORP, Inc. 2003 Incentive Plan. *                        N/A

20.1         Independent Auditors' Report to the                        N/A
             Shareholders of Albemarle & Bond Holdings
             PLC. *

21.1         Subsidiaries of Registrant.*                               N/A

23.1         Consent of Independent Auditors.*                          N/A

31.1         Certification of Chief Executive Officer                   N/A
             Pursuant to Section 302 of the
             Sarbanes-Oxley Act of 2002. *

31.2         Certification of Chief Financial Officer                   N/A
             Pursuant to Section 302 of the
             Sarbanes-Oxley Act of 2002. *

32.1         Certification of Chief Executive Officer                   N/A
             Pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002. *

32.2         Certification of Chief Financial Officer                   N/A
             Pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002. *

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

* Filed herewith.

                                       84

                                                                   EXHIBIT 10.88

                                  EZCORP, INC.
                               2003 INCENTIVE PLAN

                            SCOPE AND PURPOSE OF PLAN

         EZCORP, Inc., a Delaware corporation (the "Corporation"), has adopted
this 2003 Incentive Plan (the "Plan") to provide for the granting of:

         (a) Incentive Options (hereafter defined) to certain Key Employees
(hereafter defined);

         (b) Nonstatutory Options (hereafter defined) to certain Key Employees,
Non-Employee Directors (hereafter defined) and other Persons;

         (c) Restricted Stock Awards (hereafter defined) to certain Key
Employees and other Persons; and

         (d) Stock Appreciation Rights (hereafter defined) to certain Key
Employees and other Persons.

         The purpose of the Plan is to provide an incentive for Key Employees
and directors of the Corporation or its Subsidiaries (hereafter defined) to aid
the Corporation in attracting able Persons to enter the service of the
Corporation and its Subsidiaries, to extend to them the opportunity to acquire a
proprietary interest in the Corporation so that they will apply their best
efforts for the benefit of the Corporation, and to remain in the service of the
Corporation or its Subsidiaries. This Plan has been adopted by the Board of
Directors and shareholders of the Corporation prior to the registration of any
securities of the Corporation under the Exchange Act (hereafter defined) and
accordingly amounts paid under the Plan are exempt from the provisions of
Section 162(m) of the Code (hereafter defined).

SECTION 1.        DEFINITIONS

1.1      "Acquiring Person" means any Person other than the Corporation, any
         Subsidiary of the Corporation, any employee benefit plan of the
         Corporation or of a Subsidiary of the Corporation or of a corporation
         owned directly or indirectly by the shareholders of the Corporation in
         substantially the same proportions as their ownership of Stock of the
         Corporation, or any trustee or other fiduciary holding securities under
         an employee benefit plan of the Corporation or of a Subsidiary of the
         Corporation or of a corporation owned directly or indirectly by the
         shareholders of the Corporation in substantially the same proportions
         as their ownership of Stock of the Corporation.

1.2      "Affiliate" means (a) any Person who is directly or indirectly the
         beneficial owner of at least 10% of the voting power of the Voting
         Securities or (b) any Person controlling, controlled by, or under
         common control with the Company or any Person contemplated in clause
         (a) of this Section 1.2.

1.3      "Award" means the grant of any form of Option, Restricted Stock Award,
         or Stock Appreciation Right under the Plan, whether granted
         individually, in combination, or in tandem, to a Holder pursuant to the
         terms, conditions, and limitations that the Committee may establish in
         order to fulfill the objectives of the Plan.

1.4      "Award Agreement" means the written agreement between the Corporation
         and a Holder evidencing the terms, conditions, and limitations of the
         Award granted to that Holder.

1.5      "Board of Directors" means the board of directors of the Corporation.

1.6      "Business Day" means any day other than a Saturday, a Sunday, or a day
         on which banking institutions in the State of Texas are authorized or
         obligated by law or executive order to close.

1.7      "Change in Control" means the event that is deemed to have occurred if:

         (a)      any Acquiring Person is or becomes the "beneficial owner" (as
                  defined in Rule 13d-3 under the Exchange Act), directly or
                  indirectly, of securities of the Corporation representing
                  fifty percent or more of the combined voting power of the then
                  outstanding Voting Securities of the Corporation; or

         (b)      members of the Incumbent Board cease for any reason to
                  constitute at least a majority of the Board of Directors; or

         (c)      a public announcement is made of a tender or exchange offer by
                  any Acquiring Person for fifty percent or more of the
                  outstanding Voting Securities of the Corporation, and the
                  Board of Directors approves or fails to oppose that tender or
                  exchange offer in its statements in Schedule 14D-9 under the
                  Exchange Act; or

         (d)      the shareholders of the Corporation approve a merger or
                  consolidation of the Corporation with any other corporation or
                  partnership (or, if no such approval is required, the
                  consummation of such a merger or consolidation of the
                  Corporation), other than a merger or consolidation that would
                  result in the Voting Securities of the Corporation outstanding
                  immediately before the consummation thereof continuing to
                  represent (either by remaining outstanding or by being
                  converted into Voting Securities of the surviving entity or of
                  a parent of the surviving entity) a majority of the combined
                  voting power of the Voting Securities of the surviving entity
                  (or its parent) outstanding immediately after that merger or
                  consolidation; or

         (e)      the shareholders of the Corporation approve a plan of complete
                  liquidation of the Corporation or an agreement for the sale or
                  disposition by the Corporation of all or substantially all the
                  Corporation's assets (or, if no such approval is required, the
                  consummation of such a liquidation, sale, or disposition in
                  one transaction or series of related transactions) other than
                  a liquidation, sale, or disposition of all or substantially
                  all the Corporation's assets in one transaction or a series of
                  related transactions to a corporation owned directly or
                  indirectly by the shareholders of the Corporation in
                  substantially the same proportions as their ownership of Stock
                  of the Corporation.

1.8      "Code" means the Internal Revenue Code of 1986, as amended.

1.9      "Committee" means the Committee, which Committee shall administer this
         Plan and is further described under Section 3.

1.10     "Convertible Securities" means evidences of indebtedness, shares of
         capital stock, or other securities that are convertible into or
         exchangeable for shares of Stock, either immediately or upon the
         arrival of a specified date or the happening of a specified event.

1.11     "Corporation" has the meaning given to it in the first paragraph under
         "Scope and Purpose of Plan."

1.12     "Date of Grant" has the meaning given it in Section 4.3.

1.13     "Disability" has the meaning given it in Section 10.4.

1.14     "Effective Date" means September 17, 2003.

1.15     "Eligible Individuals" means (a) Key Employees, (b) Non-Employee
         Directors only for purposes of Nonstatutory Options pursuant to Section
         8, (c) any other Person that the Committee designates as eligible for
         an Award (other than for Incentive Options) because the Person
         performs, or has

         performed, valuable services for the Corporation or any of its
         Subsidiaries (other than services in connection with the offer or sale
         of securities in a capital-raising transaction) and the Committee
         determines that the Person has a direct and significant effect on the
         financial development of the Corporation or any of its Subsidiaries,
         and (d) any transferee of an Award if the Award Agreement provides for
         transfer of the Award and the Award is transferred in accordance with
         the terms of the Award Agreement. Notwithstanding the foregoing
         provisions of this Section 1.15, to ensure that the requirements of the
         fourth sentence of Section 3.1 are satisfied, the Board of Directors
         may from time to time specify individuals who shall not be eligible for
         the grant of Awards or equity securities under any plan of the
         Corporation or its Affiliates. Nevertheless, the Board of Directors may
         at any time determine that an individual who has been so excluded from
         eligibility shall become eligible for grants of Awards and grants of
         such other equity securities under any plans of the Corporation or its
         Affiliates so long as that eligibility will not impair the Plan's
         satisfaction of the conditions of Rule 16b-3.

1.16     "Employee" means any employee of the Corporation or of any of its
         Subsidiaries, including officers and directors of the Corporation who
         are also employees of the Corporation or of any of its Subsidiaries.

1.17     "Exchange Act" means the Securities Exchange Act of 1934 and the rules
         and regulations promulgated thereunder, or any successor law, as it may
         be amended from time to time.

1.18     "Exercise Notice" has the meaning given it in Section 5.5.

1.19     "Exercise Price" has the meaning given it in Section 5.4.

1.20     "Fair Market Value" means, for a particular day:

         (a)      If shares of Stock of the same class are listed or admitted to
                  unlisted trading privileges on any national or regional
                  securities exchange at the date of determining the Fair Market
                  Value, then the last reported sale price, regular way, on the
                  composite tape of that exchange on the last Business Day
                  before the date in question or, if no such sale takes place on
                  that Business Day, the average of the closing bid and asked
                  prices, regular way, in either case as reported in the
                  principal consolidated transaction reporting system with
                  respect to securities listed or admitted to unlisted trading
                  privileges on that securities exchange; or

         (b)      If shares of Stock of the same class are not listed or
                  admitted to unlisted trading privileges as provided in Section
                  1.20(a) and sales prices for shares of Stock of the same class
                  in the over-the-counter market are reported by the National
                  Association of Securities Dealers, Inc. Automated Quotations,
                  Inc. ("NASDAQ") National Market System (or such other system
                  then in use) at the date of determining the Fair Market Value,
                  then the last reported sales price so reported on the last
                  Business Day before the date in question or, if no such sale
                  takes place on that Business Day, the average of the high bid
                  and low asked prices so reported; or

         (c)      If shares of Stock of the same class are not listed or
                  admitted to unlisted trading privileges as provided in Section
                  1.20(a) and sales prices for shares of Stock of the same class
                  are not reported by the NASDAQ National Market System (or a
                  similar system then in use) as provided in Section 1.20(b),
                  and if bid and asked prices for shares of Stock of the same
                  class in the over-the-counter market are reported by NASDAQ
                  (or, if not so reported, by the National Quotation Bureau
                  Incorporated) at the date of determining the Fair Market
                  Value, then the average of the high bid and low asked prices
                  on the last Business Day before the date in question; or

         (d)      If shares of Stock of the same class are not listed or
                  admitted to unlisted trading privileges as provided in Section
                  1.20(a) and sales prices or bid and asked prices therefor are
                  not reported by NASDAQ (or the National Quotation Bureau
                  Incorporated) as provided in Section 1.20(b) or Section
                  1.20(c) at the date of determining the Fair Market Value, then
                  the value determined in good faith by the Committee, which
                  determination shall be conclusive for all purposes; or

         (e)      If shares of Stock of the same class are listed or admitted to
                  unlisted trading privileges as provided in Section 1.20(a) or
                  sales prices or bid and asked prices therefor are reported by
                  NASDAQ (or the National Quotation Bureau Incorporated) as
                  provided in Section 1.20(b) or Section 1.20(c) at the date of
                  determining the Fair Market Value, but the volume of trading
                  is so low that the Board of Directors determines in good faith
                  that such prices are not indicative of the fair value of the
                  Stock, then the value determined in good faith by the
                  Committee, which determination shall be conclusive for all
                  purposes notwithstanding the provisions of Sections 1.20(a),
                  (b), or (c).

         For purposes of valuing Incentive Options, the Fair Market Value of
Stock shall be determined without regard to any restriction other than one that,
by its terms, will never lapse. For purposes of the redemption provided for in
Section 9.3(d)(v), Fair Market Value shall have the meaning and shall be
determined as set forth above; provided, however, that the Committee, with
respect to any such redemption, shall have the right to determine that the Fair
Market Value for purposes of the redemption should be an amount measured by the
value of the shares of Stock, other securities, cash, or property otherwise
being received by holders of shares of Stock in connection with the
Restructuring and upon that determination the Committee shall have the power and
authority to determine Fair Market Value for purposes of the redemption based
upon the value of such shares of stock, other securities, cash, or property. Any
such determination by the Committee, as evidenced by a resolution of the
Committee, shall be conclusive for all purposes.

1.21     "Fiscal Year" means the fiscal year of the Corporation ending on
         September 30 of each year.

1.22     "Holder" means an Eligible Individual to whom an outstanding Award has
         been granted, or, pursuant to the terms of the Award Agreement, the
         permitted transferee of a Holder.

1.23     "Incumbent Board" means the individuals who, as of the Effective Date,
         constitute the Board of Directors and any other individual who becomes
         a director of the Corporation after that date and whose election or
         appointment by the Board of Directors or nomination for election by the
         Corporation's shareholders was approved by a vote of at least a
         majority of the directors then comprising the Incumbent Board.

1.24     "Incentive Option" means an incentive stock option as defined under
         Section 422 of the Code and regulations thereunder.

1.25     "Key Employee" means any Employee whom the Committee identifies as
         having a direct and significant effect on the performance of the
         Corporation or any of its Subsidiaries.

1.26     "Non-Employee Director" means a director of the Corporation who while a
         director is not an Employee.

1.27     "Nonstatutory Option" means a stock option that does not satisfy the
         requirements of Section 422 of the Code or that is designated at the
         Date of Grant or in the applicable Award Agreement to be an option
         other than an Incentive Option.

1.28     "Non-Surviving Event" means an event of Restructuring as described in
         either Section 1.35(b) or Section 1.35(c).

1.29     "Normal Retirement" means the separation of the Holder from employment
         with the Corporation and its Subsidiaries with the right to receive an
         immediate benefit under a retirement plan approved by the Corporation.
         If no such plan exists, Normal Retirement shall mean separation of the
         Holder from employment with the Corporation and its Subsidiaries at age
         62 or later.

1.30     "Option" means either an Incentive Option or a Nonstatutory Option, or
         both.

1.31     "Person" means any person or entity of any nature whatsoever,
         specifically including (but not limited to) an individual, a firm, a
         company, a corporation, a partnership, a trust, or other entity. A
         Person, together with that Person's affiliates and associates (as
         "affiliate" and "associate" are defined in Rule 12b-2 under the
         Exchange Act for purposes of this definition only), and any Persons
         acting as a partnership, limited partnership, joint venture,
         association, syndicate, or other group (whether or not formally
         organized), or otherwise acting jointly or in concert or in a
         coordinated or consciously parallel manner (whether or not pursuant to
         any express agreement), for the purpose of acquiring, holding, voting,
         or disposing of securities of the Corporation with that Person, shall
         be deemed a single "Person."

1.32     "Plan" means the Corporation's 2003 Incentive Plan, as it may be
         amended or restated from time to time.

1.33     "Restricted Stock" means Stock that is nontransferable or subject to
         substantial risk of forfeiture until specific conditions are met.

1.34     "Restricted Stock Award" means the grant or purchase, on the terms and
         conditions of Section 7 or that the Committee otherwise determines, of
         Restricted Stock.

1.35     "Restructuring" means the occurrence of any one or more of the
         following:

         (a)      The merger or consolidation of the Corporation with any
                  Person, whether effected as a single transaction or a series
                  of related transactions, with the Corporation remaining the
                  continuing or surviving entity of that merger or consolidation
                  and the Stock remaining outstanding and not changed into or
                  exchanged for stock or other securities of any other Person or
                  of the Corporation, cash, or other property;

         (b)      The merger or consolidation of the Corporation with any
                  Person, whether effected as a single transaction or a series
                  of related transactions, with (i) the Corporation not being
                  the continuing or surviving entity of that merger or
                  consolidation or (ii) the Corporation remaining the continuing
                  or surviving entity of that merger or consolidation but all or
                  a part of the outstanding shares of Stock are changed into or
                  exchanged for stock or other securities of any other Person or
                  the Corporation, cash, or other property; or

         (c)      The transfer, directly or indirectly, of all or substantially
                  all of the assets of the Corporation (whether by sale, merger,
                  consolidation, liquidation, or otherwise) to any Person,
                  whether effected as a single transaction or a series of
                  related transactions.

1.36     "Rule 16b-3" means Rule 16b-3 under Section 16(b) of the Exchange Act
         as in effect on the Effective Date, or any successor rule, as it may be
         amended from time to time.

1.37     "Securities Act" means the Securities Act of 1933 and the rules and
         regulations promulgated thereunder, or any successor law, as it may be
         amended from time to time.

1.38     "Stock" means the Class A Non-voting common stock, $0.01 par value per
         share, of the Corporation, or any other securities that are substituted
         for the Stock as provided in Section 9.

1.39     "Stock Appreciation Right" means the right to receive an amount equal
         to the excess of the Fair Market Value of a share of Stock (as
         determined on the date of exercise) over, as appropriate, the Exercise
         Price of a related Option or the Fair Market Value of the Stock on the
         Date of Grant of the Stock Appreciation Right.

1.40     "Subsidiary" means, with respect to any Person, any corporation, or
         other entity of which a majority of the Voting Securities is owned,
         directly or indirectly, by that Person.

1.41     "Total Shares" has the meaning given it in Section 9.2.

1.42     "Voting Securities" means the Class B Voting common stock, $0.01 par
         value per share, of the Corporation, together with any other securities
         that are entitled to vote generally in the election of directors, in
         the admission of general partners or in the selection of any other
         similar governing body.

SECTION 2.        SHARES OF STOCK SUBJECT TO THE PLAN

2.1      Maximum Number of Shares. Subject to the provisions of Section 2.2 and
         Section 9, the aggregate number of shares of Stock that may be issued
         or transferred pursuant to Awards under the Plan shall be 500,000.

2.2      Limitation of Shares. For purposes of the limitations specified in
         Section 2.1, the following principles shall apply:

         (a)      the following shall count against and decrease the number of
                  shares of Stock that may be issued for purposes of Section
                  2.1: (i) shares of Stock subject to outstanding Options,
                  outstanding shares of Restricted Stock, and shares subject to
                  outstanding Stock Appreciation Rights granted independent of
                  Options (based on a good faith estimate by the Corporation or
                  the Committee of the maximum number of shares for which the
                  Stock Appreciation Right may be settled (assuming payment in
                  full in shares of Stock)), and (ii) in the case of Options
                  granted in tandem with Stock Appreciation Rights, the greater
                  of the number of shares of Stock that would be counted if one
                  or the other alone was outstanding (determined as described in
                  clause (i) above);

         (b)      the following shall be added back to the number of shares of
                  Stock that may be issued for purposes of Section 2.1: (i)
                  shares of Stock with respect to which Options, Stock
                  Appreciation Rights granted independent of Options, or
                  Restricted Stock Awards expire, are cancelled, or otherwise
                  terminate without being exercised, converted, or vested, as
                  applicable, and (ii) in the case of Options granted in tandem
                  with Stock Appreciation Rights, shares of Stock as to which an
                  Option has been surrendered in connection with the exercise of
                  a related ("tandem") Stock Appreciation Right, to the extent
                  the number surrendered exceeds the number issued upon exercise
                  of the Stock Appreciation Right; provided that, in any case,
                  the holder of such Awards did not receive any dividends or
                  other benefits of ownership with respect to the underlying
                  shares being added back, other than voting rights and the
                  accumulation (but not payment) of dividends of Stock;

         (c)      shares of Stock subject to Stock Appreciation Rights granted
                  independent of Options (calculated as provided in clause (a)
                  above) that are exercised and paid in cash shall be added back
                  to the number of shares of Stock that may be issued for
                  purposes of Section 2.1, provided that the Holder of such
                  Stock Appreciation Right did not receive any dividends or
                  other benefits of ownership, other than voting rights and the
                  accumulation (but not payment) of dividends, of the shares of
                  Stock subject to the Stock Appreciation Right;

         (d)      shares of Stock that are transferred by a Holder of an Award
                  (or withheld by the Corporation) as full or partial payment to
                  the Corporation of the purchase price of shares of Stock
                  subject to an Option or the Corporation's or any Subsidiary's
                  tax withholding obligations shall not be added back to the
                  number of shares of Stock that may be issued for purposes of
                  Section 2.1 and shall not again be subject to Awards; and

         (e)      if the number of shares of Stock counted against the number of
                  shares that may be issued for purposes of Section 2.1 is based
                  upon an estimate made by the Corporation or the Committee as
                  provided in clause (a) above and the actual number of shares
                  of Stock issued pursuant to the applicable Award is greater or
                  less than the estimated number, then, upon such issuance, the
                  number of shares of Stock that may be issued pursuant to
                  Section 2.1 shall be further reduced by the excess issuance or
                  increased by the shortfall, as applicable.

         Notwithstanding the provisions of this Section 2.2, no Stock shall be
treated as issuable under the Plan to Eligible Individuals subject to Section 16
of the Exchange Act unless such issuance is exempt from Section 16(b) of the
Exchange Act pursuant to Rule 16b-3 or other applicable rules.

2.3      Description of Shares. The shares to be delivered under the Plan shall
         be made available from (a) authorized but unissued shares of Stock, (b)
         Stock held in the treasury of the Corporation, or (c) previously issued
         shares of Stock reacquired by the Corporation, including shares
         purchased on the open market, in each situation as the Board of
         Directors or the Committee may determine from time to time at its sole
         option.

2.4      Registration and Listing of Shares. From time to time, the Board of
         Directors and appropriate officers of the Corporation shall and are
         authorized to take whatever actions are necessary to file required
         documents with governmental authorities, stock exchanges, and other
         appropriate Persons to make shares of Stock available for issuance
         pursuant to the exercise of Awards.

SECTION 3.        ADMINISTRATION OF THE PLAN

3.1      Committee. The Committee shall administer the Plan with respect to all
         Eligible Individuals who are subject to Section 16(b) of the Exchange
         Act (other than members of the Committee), but shall not have the power
         to appoint members of the Committee or to terminate, modify, or amend
         the Plan. The full Board of Directors shall administer the Plan with
         respect to all members of the Committee. Except for references in
         Sections 3.1, 3.2 and 3.3, and unless the context otherwise requires,
         references herein to the Committee shall also refer to the Board of
         Directors as administrator of the Plan for members of the Committee.
         The Committee shall be constituted so that, as long as Stock is
         registered under Section 12 of the Exchange Act, each member of the
         Committee shall be a Non-Employee Director and so that the Plan in all
         other applicable respects will qualify transactions related to the Plan
         for the exemptions from Section 16(b) of the Exchange Act provided by
         Rule 16b-3, to the extent exemptions thereunder may be available. The
         number of Persons that shall constitute the Committee shall be
         determined from time to time by a majority of all the members of the
         Board of Directors and, unless that majority of the Board of Directors
         determines otherwise or Rule 16b-3 is amended to require otherwise, the
         Committee shall be composed solely of two or more Non-Employee
         Directors (as defined in Rule 16b-3). The Board of Directors may
         designate the Compensation Committee of the Board of Directors to serve
         as the Committee hereunder. To the extent that Rule 16b-3 promulgated
         under the Exchange Act requires a system of administration that is
         different from this Section 3.1, this Section 3.1 shall automatically
         be deemed amended to the extent necessary to cause it to be in
         compliance with Rule 16b-3.

3.2      Duration, Removal, Etc. The members of the Committee shall serve at the
         discretion of the Board of Directors, which shall have the power, at
         any time and from time to time, to remove members from or add members
         to the Committee. Removal from the Committee may be with or without
         cause. Any individual serving as a member of the Committee shall have
         the right to resign from membership in the Committee by at least three
         days' written notice to the Board of Directors. The Board of Directors,
         and not the remaining members of the Committee, shall have the power
         and authority to fill all vacancies on the Committee. The Board of
         Directors shall promptly fill any vacancy that causes the number of
         members of the Committee to be below two or any other number that Rule
         16b-3 may require from time to time.

3.3      Meetings and Actions of Committee. The Board of Directors shall
         designate which Committee member shall be the chairman of the
         Committee. If the Board of Directors fails to designate a Committee
         chairman, the members of the Committee shall elect one of the Committee
         members as chairman, who shall act as chairman until he ceases to be a
         member of the Committee or until the Board of Directors elects a new
         chairman. The Committee shall hold its meetings at those times and
         places as the chairman of the Committee may determine. At all meetings
         of the Committee, a quorum for the transaction of business shall be
         required and a quorum shall be deemed present if at least a majority of
         the members of the Committee are present. At any meeting of the
         Committee,

         each member shall have one vote. All decisions and determinations of
         the Committee shall be made by the majority vote or majority decision
         of all of its members present at a meeting at which a quorum is
         present; provided, however, that any decision or determination reduced
         to writing and signed by all of the members of the Committee shall be
         as fully effective as if it had been made at a meeting that was duly
         called and held. The Committee may make any rules and regulations for
         the conduct of its business that are not inconsistent with the
         provisions of the Plan, the Articles or Certificate of Incorporation of
         the Corporation, the bylaws of the Corporation, and Rule 16b-3 so long
         as it is applicable, as the Committee may deem advisable.

3.4      Committee's Powers. Subject to the express provisions of the Plan and
         Rule 16b-3, the Committee shall have the authority, in its sole and
         absolute discretion, to (a) adopt, amend, and rescind administrative
         and interpretive rules and regulations relating to the Plan; (b)
         determine the Eligible Individuals to whom, and the time or times at
         which, Awards shall be granted; (c) determine the amount of cash and
         the number of shares of Stock, Stock Appreciation Rights, or Restricted
         Stock Awards, or any combination thereof, that shall be the subject of
         each Award; (d) determine the terms and provisions of each Award
         Agreement (which need not be identical), including provisions defining
         or otherwise relating to (i) the term and the period or periods and
         extent of exercisability of the Options, (ii) the extent to which the
         transferability of shares of Stock issued or transferred pursuant to
         any Award is restricted, (iii) the effect of termination of employment
         of the Holder on the Award, and (iv) the effect of approved leaves of
         absence (consistent with any applicable regulations of the Internal
         Revenue Service); (e) accelerate, pursuant to Section 9, the time of
         exercisability of any Option that has been granted; (f) construe the
         respective Award Agreements and the Plan; (g) make determinations of
         the Fair Market Value of the Stock pursuant to the Plan; (h) delegate
         its duties under the Plan to such agents as it may appoint from time to
         time, provided that the Committee may not delegate its duties with
         respect to making Awards to, or otherwise with respect to Awards
         granted to, Eligible Individuals who are subject to Section 16(b) of
         the Exchange Act; and (i) make all other determinations, perform all
         other acts, and exercise all other powers and authority necessary or
         advisable for administering the Plan, including the delegation of those
         ministerial acts and responsibilities as the Committee deems
         appropriate. Subject to Rule 16b-3, the Committee may correct any
         defect, supply any omission, or reconcile any inconsistency in the
         Plan, in any Award, or in any Award Agreement in the manner and to the
         extent it deems necessary or desirable to carry the Plan into effect,
         and the Committee shall be the sole and final judge of that necessity
         or desirability. The determinations of the Committee on the matters
         referred to in this Section 3.4 shall be final and conclusive.

SECTION 4.        ELIGIBILITY AND PARTICIPATION

4.1      Eligible Individuals. Awards may be granted pursuant to the Plan only
         to Persons who are Eligible Individuals at the time of the grant
         thereof.

4.2      Grant of Awards. Subject to the express provisions of the Plan, the
         Committee shall determine which Eligible Individuals shall be granted
         Awards from time to time. In making grants, the Committee shall take
         into consideration the contribution the potential Holder has made or
         may make to the success of the Corporation or its Subsidiaries and such
         other considerations as the Board of Directors may from time to time
         specify. The Committee shall also determine the number of shares
         subject to each of the Awards and shall authorize and cause the
         Corporation to grant Awards in accordance with those determinations.

4.3      Date of Grant. The date on which the Committee completes all action
         resolving to offer an Award to an individual, including the
         specification of the number of shares of Stock to be subject to the
         Award, shall be the date on which the Award covered by an Award
         Agreement is granted (the "Date of Grant"), even though certain terms
         of the Award Agreement may not be determined at that time and even
         though the Award Agreement may not be executed until a later time. In
         no event shall a Holder gain any rights in addition to those specified
         by the Committee in its grant, regardless of the time that may pass
         between the grant of the Award and the actual execution of the Award
         Agreement by the Corporation and the Holder.

4.4      Award Agreements. Each Award granted under the Plan shall be evidenced
         by an Award Agreement that is executed by the Corporation and the
         Eligible Individual to whom the Award is granted and incorporating
         those terms that the Committee shall deem necessary or desirable. More
         than one Award may be granted under the Plan to the same Eligible
         Individual and be outstanding concurrently. In the event an Eligible
         Individual is granted both one or more Incentive Options and one or
         more Nonstatutory Options, those grants shall be evidenced by separate
         Award Agreements, one for each of the Incentive Option grants and one
         for each of the Nonstatutory Option grants.

4.5      Limitation for Incentive Options. Notwithstanding any provision
         contained herein to the contrary, (a) a Person shall not be eligible to
         receive an Incentive Option unless he is an Employee of the Corporation
         or a corporate Subsidiary or, to the extent permitted by law, a
         partnership Subsidiary, and (b) a Person shall not be eligible to
         receive an Incentive Option if, immediately before the time the Option
         is granted, that Person owns (within the meaning of Sections 422 and
         424(d) of the Code) stock possessing more than ten percent of the total
         combined voting power or value of all classes of outstanding stock of
         the Corporation or a Subsidiary. Nevertheless, Section 4.5(b) shall not
         apply if, at the time the Incentive Option is granted, the Exercise
         Price of the Incentive Option is at least one hundred ten percent of
         Fair Market Value and the Incentive Option is not, by its terms,
         exercisable after the expiration of five years from the Date of Grant.

4.6      No Right to Award. The adoption of the Plan shall not be deemed to give
         any Person a right to be granted an Award.

SECTION 5.        TERMS AND CONDITIONS OF OPTIONS

         All Options granted under the Plan shall comply with, and the related
Award Agreements shall be deemed to include and be subject to, the terms and
conditions set forth in this Section 5 (to the extent each term and condition
applies to the form of Option) and also to the terms and conditions set forth in
Sections 9 and 10; provided, however, that the Committee may authorize an Award
Agreement that expressly contains terms and provisions that differ from the
terms and provisions set forth in Sections 9.2, 9.3, and 9.4 and any of the
terms and provisions of Section 10 (other than Sections 10.9 and 10.10).

5.1      Number of Shares. Each Award Agreement shall state the total number of
         shares of Stock to which it relates.

5.2      Vesting. Each Award Agreement shall state the time or periods in which,
         or the conditions upon satisfaction of which, the right to exercise the
         Option or a portion thereof shall vest and the number of shares of
         Stock for which the right to exercise the Option shall vest at each
         such time, period, or fulfillment of condition.

5.3      Expiration of Options. No Option shall be exercised after the
         expiration of a period of ten years commencing on the Date of Grant of
         the Option; provided, however, that any portion of a Nonstatutory
         Option that pursuant to the terms of the Award Agreement under which
         such Nonstatutory Option is granted shall not become exercisable until
         the date which is the tenth anniversary of the Date of Grant of such
         Nonstatutory Option may be exercisable for a period of 30 days
         following the date on which such portion becomes exercisable.

5.4      Exercise Price. Each Award Agreement shall state the exercise price per
         share of Stock (the "Exercise Price"); provided, however, that the
         exercise price per share of Stock subject to an Incentive Option shall
         not be less than the greater of (a) the par value per share of the
         Stock or (b) 100% of the Fair Market Value per share of the Stock on
         the Date of Grant of the Option.

5.5      Method of Exercise. The Option shall be exercisable only by written
         notice of exercise (the "Exercise Notice") delivered to the Corporation
         during the term of the Option, which notice shall (a) state the number
         of shares of Stock with respect to which the Option is being exercised,
         (b) be signed by the Holder of the Option or, if the Holder is dead or
         becomes affected by a Disability, by the Person

         authorized to exercise the Option pursuant to Sections 10.3 and 10.4,
         (c) be accompanied by the Exercise Price for all shares of Stock for
         which the Option is being exercised, and (d) include such other
         information, instruments, and documents as may be required to satisfy
         any other condition to exercise contained in the Award Agreement. The
         Option shall not be deemed to have been exercised unless all of the
         requirements of the preceding provisions of this Section 5.5 have been
         satisfied.

5.6      Incentive Option Exercises. Except as otherwise provided in Section
         10.4 or in the Award Agreement, during the Holder's lifetime, only the
         Holder may exercise an Incentive Option.

5.7      Medium and Time of Payment. The Exercise Price of an Option shall be
         payable in full upon the exercise of the Option (a) in cash or by an
         equivalent means acceptable to the Committee, (b) on the Committee's
         prior consent, with shares of Stock owned by the Holder (including
         Stock to be issued upon exercise of the Option, or restricted shares of
         Stock already held by the Holder) and having a Fair Market Value at
         least equal to the aggregate Exercise Price payable in connection with
         such exercise, or (c) by any combination of clauses (a) and (b). If the
         Committee elects to accept shares of Stock in payment of all or any
         portion of the Exercise Price, then (for purposes of payment of the
         Exercise Price) those shares of Stock shall be deemed to have a cash
         value equal to their aggregate Fair Market Value determined as of the
         date the certificate for such shares is delivered to the Corporation.
         If the Committee elects to accept shares of restricted Stock in payment
         of all or any portion of the Exercise Price, then an equal number of
         shares issued pursuant to the exercise shall be restricted on the same
         terms and for the restriction period remaining on the shares used for
         payment.

5.8      Payment with Sale Proceeds. In addition, at the request of the Holder
         and to the extent permitted by applicable law, the Committee may (but
         shall not be required to) approve arrangements with a brokerage firm
         under which that brokerage firm, on behalf of the Holder, shall pay to
         the Corporation the Exercise Price of the Option being exercised and
         the Corporation shall promptly deliver the exercised shares of Stock to
         the brokerage firm. To accomplish this transaction, the Holder must
         deliver to the Corporation an Exercise Notice containing irrevocable
         instructions from the Holder to the Corporation to deliver the Stock
         certificates representing the shares of Stock directly to the broker.
         Upon receiving a copy of the Exercise Notice acknowledged by the
         Corporation, the broker shall sell that number of shares of Stock or
         loan the Holder an amount sufficient to pay the Exercise Price and any
         withholding obligations due. The broker then shall deliver to the
         Corporation that portion of the sale or loan proceeds necessary to
         cover the Exercise Price and any withholding obligations due. The
         Committee shall not approve any transaction of this nature if the
         Committee believes that the transaction would give rise to the Holder's
         liability for short-swing profits under Section 16(b) of the Exchange
         Act.

5.9      Payment of Taxes. The Committee may, in its discretion, require a
         Holder to pay to the Corporation (or the Corporation's Subsidiary if
         the Holder is an employee of a Subsidiary of the Corporation), at the
         time of the exercise of an Option or thereafter, the amount that the
         Committee deems necessary to satisfy the Corporation's or its
         Subsidiary's current or future obligation to withhold federal, state,
         or local income or other taxes that the Holder incurs by exercising an
         Option. In connection with the exercise of an Option requiring tax
         withholding, a Holder may (a) direct the Corporation to withhold from
         the shares of Stock to be issued to the Holder the number of shares
         necessary to satisfy the Corporation's obligation to withhold taxes,
         that determination to be based on the shares' Fair Market Value as of
         the date of exercise; (b) deliver to the Corporation sufficient shares
         of Stock (based upon the Fair Market Value as of the date of such
         delivery) to satisfy the Corporation's tax withholding obligations,
         which tax withholding obligation is based on the shares' Fair Market
         Value as of the later of the date of exercise or the date as of which
         the shares of Stock issued in connection with such exercise become
         includible in the income of the Holder; or (c) deliver sufficient cash
         to the Corporation to satisfy its tax withholding obligations. Holders
         who elect to use such a Stock withholding feature must make the
         election at the time and in the manner that the Committee prescribes.
         The Committee may, at its sole option, deny any Holder's request to
         satisfy withholding obligations through Stock instead of cash. In the
         event the Committee subsequently determines that

         the aggregate Fair Market Value (as determined above) of any shares of
         Stock withheld or delivered as payment of any tax withholding
         obligation is insufficient to discharge that tax withholding
         obligation, then the Holder shall pay to the Corporation, immediately
         upon the Committee's request, the amount of that deficiency in the form
         of payment requested by the Committee.

5.10     Limitation on Aggregate Value of Shares That May Become First
         Exercisable During Any Calendar Year Under an Incentive Option. Except
         as is otherwise provided in Section 9.3, with respect to any Incentive
         Option granted under this Plan, the aggregate Fair Market Value of
         shares of Stock subject to an Incentive Option and the aggregate Fair
         Market Value of shares of Stock or stock of any Subsidiary (or a
         predecessor of the Corporation or a Subsidiary) subject to any other
         incentive stock option (within the meaning of Section 422 of the Code)
         of the Corporation or its Subsidiaries (or a predecessor corporation of
         any such corporation) that first become purchasable by a Holder in any
         calendar year may not (with respect to that Holder) exceed $100,000, or
         such other amount as may be prescribed under Section 422 of the Code or
         applicable regulations or rulings from time to time. As used in the
         previous sentence, Fair Market Value shall be determined as of the Date
         of Grant of the Incentive Option. For purposes of this Section 5.10,
         "predecessor corporation" means (a) a corporation that was a party to a
         transaction described in Section 424(a) of the Code (or which would be
         so described if a substitution or assumption under that Section had
         been effected) with the Corporation, (b) a corporation which, at the
         time the new incentive stock option (within the meaning of Section 422
         of the Code) is granted, is a Subsidiary of the Corporation or a
         predecessor corporation of any such corporations, or (c) a predecessor
         corporation of any such corporations. Failure to comply with this
         provision shall not impair the enforceability or exercisability of any
         Option, but shall cause the excess amount of shares to be reclassified
         in accordance with the Code.

5.11     No Fractional Shares. The Corporation shall not in any case be required
         to sell, issue, or deliver a fractional share with respect to any
         Option. In lieu of the issuance of any fractional share of Stock, the
         Corporation shall pay to the Holder an amount in cash equal to the same
         fraction (as the fractional Stock) of the Fair Market Value of a share
         of Stock determined as of the date of the applicable Exercise Notice.

5.12     Modification, Extension, and Renewal of Options. Subject to the terms
         and conditions of and within the limitations of the Plan, Rule 16b-3,
         and any consent required by the last sentence of this Section 5.12, the
         Committee may (a) modify, extend, or renew outstanding Options granted
         under the Plan, (b) accept the surrender of Options outstanding
         hereunder (to the extent not previously exercised) and authorize the
         granting of new Options in substitution for outstanding Options (to the
         extent not previously exercised), and (c) amend the terms of an
         Incentive Option at any time to include provisions that have the effect
         of changing the Incentive Option to a Nonstatutory Option.
         Nevertheless, without the consent of the Holder, the Committee may not
         modify any outstanding Options so as to specify a higher or lower
         Exercise Price or accept the surrender of outstanding Incentive Options
         and authorize the granting of new Options in substitution therefor
         specifying a higher or lower Exercise Price. In addition, no
         modification of an Option granted hereunder shall, without the consent
         of the Holder, alter or impair any rights or obligations under any
         Option theretofore granted to such Holder under the Plan except, with
         respect to Incentive Options, as may be necessary to satisfy the
         requirements of Section 422 of the Code or as permitted in clause (c)
         of this Section 5.12.

5.13     Other Agreement Provisions. The Award Agreements relating to Options
         shall contain such provisions in addition to those required by the Plan
         (including without limitation restrictions or the removal of
         restrictions upon the exercise of the Option and the retention or
         transfer of shares thereby acquired) as the Committee may deem
         advisable. Each Award Agreement shall identify the Option evidenced
         thereby as an Incentive Option or Nonstatutory Option, as the case may
         be, and no Award Agreement shall cover both an Incentive Option and a
         Nonstatutory Option. Each Award Agreement relating to an Incentive
         Option granted hereunder shall contain such limitations and
         restrictions upon the exercise of the Incentive Option to which it
         relates as shall be necessary for the Incentive Option to which such
         Award Agreement relates to constitute an incentive stock option, as
         defined in Section 422 of the Code.

SECTION 6.        STOCK APPRECIATION RIGHTS

         All Stock Appreciation Rights granted under the Plan shall comply with,
and the related Award Agreements shall be deemed to include and be subject to,
the terms and conditions set forth in this Section 6 (to the extent each term
and condition applies to the form of Stock Appreciation Right) and also the
terms and conditions set forth in Sections 9 and 10; provided, however, that the
Committee may authorize an Award Agreement related to a Stock Appreciation Right
that expressly contains terms and provisions that differ from the terms and
provisions set forth in Sections 9.2, 9.3, and 9.4 and any of the terms and
provisions of Section 10 (other than Sections 10.9 and 10.10).

6.1      Form of Right. A Stock Appreciation Right may be granted to an Eligible
         Individual (a) in connection with an Option, either at the time of
         grant or at any time during the term of the Option, or (b) independent
         of an Option.

6.2      Rights Related to Options. A Stock Appreciation Right granted pursuant
         to an Option shall entitle the Holder, upon exercise, to surrender that
         Option or any portion thereof, to the extent unexercised, and to
         receive payment of an amount computed pursuant to Section 6.2(b). That
         Option shall then cease to be exercisable to the extent surrendered.
         Stock Appreciation Rights granted in connection with an Option shall be
         subject to the terms of the Award Agreement governing the Option, which
         shall comply with the following provisions in addition to those
         applicable to Options:

         (a)      Exercise and Transfer. Subject to Section 10.9, a Stock
                  Appreciation Right granted in connection with an Option shall
                  be exercisable only at such time or times and only to the
                  extent that the related Option is exercisable and shall not be
                  transferable except to the extent that the related Option is
                  transferable.

         (b)      Value of Right. Upon the exercise of a Stock Appreciation
                  Right related to an Option, the Holder shall be entitled to
                  receive payment from the Corporation of an amount determined
                  by multiplying:

                  (i)      The difference obtained by subtracting the Exercise
                           Price of a share of Stock specified in the related
                           Option from the Fair Market Value of a share of Stock
                           on the date of exercise of the Stock Appreciation
                           Right, by

                  (ii)     The number of shares as to which that Stock
                           Appreciation Right has been exercised.

6.3      Right Without Option. A Stock Appreciation Right granted independent of
         an Option shall be exercisable as determined by the Committee and set
         forth in the Award Agreement governing the Stock Appreciation Right,
         which Award Agreement shall comply with the following provisions:

         (a)      Number of Shares. Each Award Agreement shall state the total
                  number of shares of Stock to which the Stock Appreciation
                  Right relates.

         (b)      Vesting. Each Award Agreement shall state the time or periods
                  in which the right to exercise the Stock Appreciation Right or
                  a portion thereof shall vest and the number of shares of Stock
                  for which the right to exercise the Stock Appreciation Right
                  shall vest at each such time or period.

         (c)      Expiration of Rights. Each Award Agreement shall state the
                  date at which the Stock Appreciation Rights shall expire if
                  not previously exercised.

         (d)      Value of Right. Each Stock Appreciation Right shall entitle
                  the Holder, upon exercise thereof, to receive payment of an
                  amount determined by multiplying:

                  (i)      The difference obtained by subtracting the Fair
                           Market Value of a share of Stock on the Date of Grant
                           of the Stock Appreciation Right from the Fair Market
                           Value of a share of Stock on the date of exercise of
                           that Stock Appreciation Right, by

                  (ii)     The number of shares as to which the Stock
                           Appreciation Right has been exercised.

6.4      Limitations on Rights. Notwithstanding Sections 6.2(b) and 6.3(d), the
         Committee may limit the amount payable upon exercise of a Stock
         Appreciation Right. Any such limitation must be determined as of the
         Date of Grant and be noted on the Award Agreement evidencing the
         Holder's Stock Appreciation Right.

6.5      Payment of Rights. Payment of the amount determined under Section
         6.2(b) or 6.3(d) and Section 6.4 may be made, in the sole discretion of
         the Committee unless specifically provided otherwise in the Award
         Agreement, solely in whole shares of Stock valued at Fair Market Value
         on the date of exercise of the Stock Appreciation Right, solely in
         cash, or in a combination of cash and whole shares of Stock. If the
         Committee decides to make full payment in shares of Stock and the
         amount payable results in a fractional share, payment for the
         fractional share shall be made in cash.

6.6      Payment of Taxes. The Committee may, in its discretion, require a
         Holder to pay to the Corporation (or the Corporation's Subsidiary if
         the Holder is an employee of a Subsidiary of the Corporation), at the
         time of the exercise of a Stock Appreciation Right or thereafter, the
         amount that the Committee deems necessary to satisfy the Corporation's
         or its Subsidiary's current or future obligation to withhold federal,
         state, or local income or other taxes that the Holder incurs by
         exercising a Stock Appreciation Right. In connection with the exercise
         of a Stock Appreciation Right requiring tax withholding, a Holder may
         (a) direct the Corporation to withhold from the shares of Stock to be
         issued to the Holder the number of shares necessary to satisfy the
         Corporation's obligation to withhold taxes, that determination to be
         based on the shares' Fair Market Value as of the date of exercise; (b)
         deliver to the Corporation sufficient shares of Stock (based upon the
         Fair Market Value as of the date of such delivery) to satisfy the
         Corporation's tax withholding obligations, which tax withholding
         obligation is based on the shares' Fair Market Value as of the later of
         the date of exercise or the date as of which the shares of Stock issued
         in connection with such exercise become includible in the income of the
         Holder; or (c) deliver sufficient cash to the Corporation to satisfy
         its tax withholding obligations. Holders who elect to have Stock
         withheld pursuant to (a) or (b) above must make the election at the
         time and in the manner that the Committee prescribes. The Committee
         may, in its sole discretion, deny any Holder's request to satisfy
         withholding obligations through Stock instead of cash. In the event the
         Committee subsequently determines that the aggregate Fair Market Value
         (as determined above) of any shares of Stock withheld or delivered as
         payment of any tax withholding obligation is insufficient to discharge
         that tax withholding obligation, then the Holder shall pay to the
         Corporation, immediately upon the Committee's request, the amount of
         that deficiency in the form of payment requested by the Commission.

6.7      Other Agreement Provisions. The Award Agreements relating to Stock
         Appreciation Rights shall contain such provisions in addition to those
         required by the Plan (including without limitation restrictions or the
         removal of restrictions upon the exercise of the Stock Appreciation
         Right and the retention or transfer of shares thereby acquired) as the
         Committee may deem advisable.

SECTION 7.        RESTRICTED STOCK AWARDS

         All Restricted Stock Awards granted under the Plan shall comply with
and be subject to, and the related Award Agreements shall be deemed to include,
the terms and conditions set forth in this Section 7 and also to the terms and
conditions set forth in Sections 9 and 10; provided, however, that the Committee
may authorize an Award Agreement related to a Restricted Stock Award that
expressly contains terms and provisions that differ from the terms and
provisions set forth in Sections 9.2, 9.3, and 9.4 and the terms and provisions
set forth in Section 10 (other than Sections 10.9 and 10.10).

7.1      Restrictions. All shares of Restricted Stock Awards granted or sold
         pursuant to the Plan shall be subject to the following conditions:

         (a)      Transferability. The shares may not be sold, transferred, or
                  otherwise alienated or hypothecated until the restrictions are
                  removed or expire.

         (b)      Conditions to Removal of Restrictions. Conditions to removal
                  or expiration of the restrictions may include, but are not
                  required to be limited to, continuing employment or service as
                  a director, officer, or Key Employee or achievement of
                  performance objectives described in the Award Agreement.

         (c)      Legend. Each certificate representing Restricted Stock Awards
                  granted pursuant to the Plan shall bear a legend making
                  appropriate reference to the restrictions imposed.

         (d)      Possession. The Committee may require the Corporation to
                  retain physical custody of the certificates representing
                  Restricted Stock Awards during the restriction period and may
                  require the Holder of the Award to execute stock powers in
                  blank for those certificates and deliver those stock powers to
                  the Corporation, or the Committee may require the Holder to
                  enter into an escrow agreement providing that the certificates
                  representing Restricted Stock Awards granted or sold pursuant
                  to the Plan shall remain in the physical custody of an escrow
                  holder until all restrictions are removed or expire.

         (e)      Other Conditions. The Committee may impose other conditions on
                  any shares granted or sold as Restricted Stock Awards pursuant
                  to the Plan as it may deem advisable, including without
                  limitation (i) restrictions under the Securities Act or
                  Exchange Act, (ii) the requirements of any securities exchange
                  upon which the shares or shares of the same class are then
                  listed, and (iii) any state securities law applicable to the
                  shares.

7.2      Expiration of Restrictions. The restrictions imposed in Section 7.1 on
         Restricted Stock Awards shall lapse as determined by the Committee and
         set forth in the applicable Award Agreement, and the Corporation shall
         promptly deliver to the Holder of the Restricted Stock Award a
         certificate representing the number of shares for which restrictions
         have lapsed, free of any restrictive legend relating to the lapsed
         restrictions. Each Restricted Stock Award may have a different
         restriction period as determined by the Committee in its sole
         discretion. The Committee may, in its discretion, prospectively reduce
         the restriction period applicable to a particular Restricted Stock
         Award.

7.3      Rights as Shareholder. Subject to the provisions of Sections 7.1 and
         10.10, the Committee may, in its discretion, determine what rights, if
         any, the Holder shall have with respect to the Restricted Stock Awards
         granted or sold, including the right to vote the shares and receive all
         dividends and other distributions paid or made with respect thereto.

7.4      Payment of Taxes. The Committee may, in its discretion, require a
         Holder to pay to the Corporation (or the Corporation's Subsidiary if
         the Holder is an employee of a Subsidiary of the Corporation) the
         amount that the Committee deems necessary to satisfy the Corporation's
         or its Subsidiary's current or future obligation to withhold federal,
         state, or local income or other taxes that the Holder incurs by reason
         of the Restricted Stock Award. The Holder may (a) direct the
         Corporation to withhold from the shares of Stock to be issued to the
         Holder the number of shares necessary to satisfy the Corporation's
         obligation to withhold taxes, that determination to be based on the
         shares' Fair Market Value as of the date on which tax withholding is to
         be made; (b) deliver to the Corporation sufficient shares of Stock
         (based upon the Fair Market Value as of the date of such delivery) to
         satisfy the Corporation's tax withholding obligations, which tax
         withholding obligation is based on the shares' Fair Market Value as of
         the later of the date of issuance or the date as of which the shares of
         Stock issued become includible in the income of the Holder; or (c)
         deliver sufficient cash to the Corporation to satisfy its tax
         withholding obligations. Holders who elect to have Stock withheld
         pursuant to (a) or (b) above must make the election at the time and in
         the manner that the Committee prescribes. The

         Committee may, in its sole discretion, deny any Holder's request to
         satisfy withholding obligations through Stock instead of cash. In the
         event the Committee subsequently determines that the aggregate Fair
         Market Value (as determined above) of any shares of Stock withheld or
         delivered as payment of any tax withholding obligation is insufficient
         to discharge that tax withholding obligation, then the Holder shall pay
         to the Corporation, immediately upon the Committee's request, the
         amount of that deficiency.

7.5      Other Agreement Provisions. The Award Agreements relating to Restricted
         Stock Awards shall contain such provisions in addition to those
         required by the Plan as the Committee may deem advisable.

SECTION 8.        AWARDS TO NON-EMPLOYEE DIRECTORS

8.1      Awards to Committee Members. The full Board of Directors shall
         determine the number of Awards to be granted to members of the
         Committee, the Exercise Price and the vesting schedule thereof.

8.2      Eligibility for Awards. Non-Employee Directors shall be eligible to
         receive any Awards under the Plan other than an Award of an Incentive
         Option.

SECTION 9.         ADJUSTMENT PROVISIONS

9.1      Adjustment of Awards and Authorized Stock. The terms of an Award and
         the number of shares of Stock authorized pursuant to Section 2.1 and
         Section 8 for issuance under the Plan shall be subject to adjustment
         from time to time, in accordance with the following provisions:

         (a)      If at any time, or from time to time, the Corporation shall
                  subdivide as a whole (by reclassification, by a Stock split,
                  by the issuance of a distribution on Stock payable in Stock,
                  or otherwise) the number of shares of Stock then outstanding
                  into a greater number of shares of Stock, then (i) the maximum
                  number of shares of Stock available for the Plan as provided
                  in Section 2.1 shall be increased proportionately, and the
                  kind of shares or other securities available for the Plan
                  shall be appropriately adjusted, (ii) the number of shares of
                  Stock (or other kind of shares or securities) that may be
                  acquired under any Award shall be increased proportionately,
                  and (iii) the price (including Exercise Price) for each share
                  of Stock (or other kind of shares or securities) subject to
                  then outstanding Awards shall be reduced proportionately,
                  without changing the aggregate purchase price or value as to
                  which outstanding Awards remain exercisable or subject to
                  restrictions.

         (b)      If at any time, or from time to time, the Corporation shall
                  consolidate as a whole (by reclassification, reverse Stock
                  split, or otherwise) the number of shares of Stock then
                  outstanding into a lesser number of shares of Stock, then (i)
                  the maximum number of shares of Stock available for the Plan
                  as provided in Section 2.1 shall be decreased proportionately,
                  and the kind of shares or other securities available for the
                  Plan shall be appropriately adjusted, (ii) the number of
                  shares of Stock (or other kind of shares or securities) that
                  may be acquired under any Award shall be decreased
                  proportionately, and (iii) the price (including Exercise
                  Price) for each share of Stock (or other kind of shares or
                  securities) subject to then outstanding Awards shall be
                  increased proportionately, without changing the aggregate
                  purchase price or value as to which outstanding Awards remain
                  exercisable or subject to restrictions.

         (c)      Whenever the number of shares of Stock subject to outstanding
                  Awards and the price for each share of Stock subject to
                  outstanding Awards are required to be adjusted as provided in
                  this Section 9.1, the Committee shall promptly prepare a
                  notice setting forth, in reasonable detail, the event
                  requiring adjustment, the amount of the adjustment, the method
                  by which such adjustment was calculated, and the change in
                  price and the number of shares of Stock, other securities,
                  cash, or property purchasable subject to each Award after
                  giving effect to the adjustments. The Committee shall promptly
                  give each Holder such a notice.

         (d)      Adjustments under Sections 9(a) and (b) shall be made by the
                  Committee, and its determination as to what adjustments shall
                  be made and the extent thereof shall be final, binding, and
                  conclusive. No fractional interest shall be issued under the
                  Plan on account of any such adjustments.

9.2      Changes in Control. Any Award Agreement may provide that, upon the
         occurrence of a Change in Control, one or more of the following apply:
         (a) each Holder of an Option shall immediately be granted corresponding
         Stock Appreciation Rights; (b) all outstanding Stock Appreciation
         Rights and Options shall immediately become fully vested and
         exercisable in full, including that portion of any Stock Appreciation
         Right or Option that pursuant to the terms and provisions of the
         applicable Award Agreement had not yet become exercisable (the total
         number of shares of Stock as to which a Stock Appreciation Right or
         Option is exercisable upon the occurrence of a Change in Control is
         referred to herein as the "Total Shares"); and (c) the restriction
         period of any Restricted Stock Award shall immediately be accelerated
         and the restrictions shall expire. An Award Agreement does not have to
         provide for any of the foregoing. If a Change in Control involves a
         Restructuring or occurs in connection with a series of related
         transactions involving a Restructuring and if such Restructuring is in
         the form of a Non-Surviving Event and as a part of such Restructuring
         shares of stock, other securities, cash, or property shall be issuable
         or deliverable in exchange for Stock, then the Holder of an Award shall
         be entitled to purchase or receive (in lieu of the Total Shares that
         the Holder would otherwise be entitled to purchase or receive), as
         appropriate for the form of Award, the number of shares of Stock, other
         securities, cash, or property to which that number of Total Shares
         would have been entitled in connection with such Restructuring (and,
         for Options, at an aggregate exercise price equal to the Exercise Price
         that would have been payable if that number of Total Shares had been
         purchased on the exercise of the Option immediately before the
         consummation of the Restructuring). Nothing in this Section 9.2 shall
         impose on a Holder the obligation to exercise any Award immediately
         before or upon the Change in Control, or cause a Holder to forfeit the
         right to exercise the Award during the remainder of the original term
         of the Award because of a Change in Control; provided, however, in
         connection with any Non-Surviving Event, the relevant merger agreement,
         purchase agreement or similar agreement pursuant to which such
         transaction occurs may contain provisions by which all outstanding
         Awards may, without the consent of the Holders thereof, be converted
         into the right to receive, in cash, an amount that would fairly reflect
         the value of such Award giving due consideration to (i) the Exercise
         Price of any Award in the form of an Option or the value to be given by
         the Holder with respect to any other Award and (ii) the consideration
         payable pursuant to the transaction with respect to a share of
         outstanding Stock.

9.3      Restructuring Without Change in Control. In the event a Restructuring
         shall occur at any time while there is any outstanding Award hereunder
         and the Restructuring does not occur in connection with a Change in
         Control or a series of related transactions involving a Change in
         Control, then:

         (a)      no outstanding Option or Stock Appreciation Right shall
                  immediately become fully vested and exercisable in full merely
                  because of the occurrence of the Restructuring;

         (b)      no Holder of an Option shall automatically be granted
                  corresponding Stock Appreciation Rights;

         (c)      the restriction period of any Restricted Stock Award shall not
                  immediately be accelerated and the restrictions expire merely
                  because of the occurrence of the Restructuring; and

         (d)      at the option of the Committee, the Committee may (but shall
                  not be required to) cause the Corporation to take any one or
                  more of the following actions:

                  (i)      accelerate in whole or in part the time of the
                           vesting and exercisability of any one or more of the
                           outstanding Stock Appreciation Rights and Options so
                           as to provide that those Stock Appreciation Rights
                           and Options shall be exercisable before, upon, or
                           after the consummation of the Restructuring;

                  (ii)     grant each Holder of an Option corresponding Stock
                           Appreciation Rights;

                  (iii)    accelerate in whole or in part the expiration of some
                           or all of the restrictions on any Restricted Stock
                           Award;

                  (iv)     if the Restructuring is in the form of a
                           Non-Surviving Event, cause the surviving entity to
                           assume in whole or in part any one or more of the
                           outstanding Awards upon such terms and provisions as
                           the Committee deems desirable; or

                  (v)      redeem in whole or in part any one or more of the
                           outstanding Awards (whether or not then exercisable)
                           in consideration of a cash payment, as such payment
                           may be reduced for tax withholding obligations as
                           contemplated in Sections 5.9, 6.6, or 7.4, as
                           applicable, in an amount equal to:

                           (1)      for Options and Stock Appreciation Rights
                                    granted in connection with Options, the
                                    excess of (1) the Fair Market Value,
                                    determined as of the date immediately
                                    preceding the consummation of the
                                    Restructuring, of the aggregate number of
                                    shares of Stock subject to the Award and as
                                    to which the Award is being redeemed over
                                    (2) the Exercise Price for that number of
                                    shares of Stock;

                           (2)      for Stock Appreciation Rights not granted in
                                    connection with an Option, the excess of (1)
                                    the Fair Market Value, determined as of the
                                    date immediately preceding the consummation
                                    of the Restructuring, of the aggregate
                                    number of shares of Stock subject to the
                                    Award and as to which the Award is being
                                    redeemed over (2) the Fair Market Value of
                                    that number of shares of Stock on the Date
                                    of Grant; and

                           (3)      for Restricted Stock Awards, the Fair Market
                                    Value, determined as of the date immediately
                                    preceding the consummation of the
                                    Restructuring, of the aggregate number of
                                    shares of Stock subject to the Award and as
                                    to which the Award is being redeemed.

                  The Corporation shall promptly notify each Holder of any
         election or action taken by the Corporation under this Section 9.3. In
         the event of any election or action taken by the Corporation pursuant
         to this Section 9.3 that requires the amendment or cancellation of any
         Award Agreement as may be specified in any notice to the Holder
         thereof, that Holder shall promptly deliver that Award Agreement to the
         Corporation in order for that amendment or cancellation to be
         implemented by the Corporation and the Committee. The failure of the
         Holder to deliver any such Award Agreement to the Corporation as
         provided in the preceding sentence shall not in any manner affect the
         validity or enforceability of any action taken by the Corporation and
         the Committee under this Section 9.3, including without limitation any
         redemption of an Award as of the consummation of a Restructuring. Any
         cash payment to be made by the Corporation pursuant to this Section 9.3
         in connection with the redemption of any outstanding Awards shall be
         paid to the Holder thereof currently with the delivery to the
         Corporation of the Award Agreement evidencing that Award; provided,
         however, that any such redemption shall be effective upon the
         consummation of the Restructuring notwithstanding that the payment of
         the redemption price may occur subsequent to the consummation. If all
         or any portion of an outstanding Award is to be exercised or
         accelerated upon or after the consummation of a Restructuring that does
         not occur in connection with a Change in Control and is in the form of
         a Non-Surviving Event, and as a part of that Restructuring shares of
         stock, other securities, cash, or property shall be issuable or
         deliverable in exchange for Stock, then the Holder of the Award shall
         thereafter be entitled to purchase or receive (in lieu of the number of
         shares of Stock that the Holder would otherwise be entitled to purchase
         or receive) the number of shares of Stock, other securities, cash, or
         property to which such number of shares of Stock would have been
         entitled in connection with the Restructuring (and, for Options, upon
         payment of the aggregate exercise price equal to the Exercise Price
         that would have been payable if that number of Total Shares had been
         purchased on the exercise of the Option immediately before the
         consummation of the Restructuring) and such Award shall be subject to
         adjustments that shall be as nearly equivalent as may be practical to
         the adjustments provided for in this Section 9.

9.4      Notice of Restructuring. The Corporation shall attempt to keep all
         Holders informed with respect to any Restructuring or of any potential
         Restructuring to the same extent that the Corporation's shareholders
         are informed by the Corporation of any such event or potential event.

SECTION 10.       ADDITIONAL PROVISIONS

10.1     Termination of Employment. If a Holder is an Eligible Individual
         because the Holder is an Employee and if that employment relationship
         is terminated for any reason other than (a) that Holder's death or (b)
         that Holder's Disability (hereafter defined), then any and all Awards
         held by such Holder in such Holder's capacity as an Employee 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 Awards 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 Award or (b) the date which is 30 days following the date of
         termination. Any portion of an Award not exercised upon the expiration
         of the lesser of the periods specified above shall be null and void
         unless the Holder dies during such period, in which case the provisions
         of Section 10.3 shall govern.

10.2     Other Loss of Eligibility - Non-Employees. If a Holder is an Eligible
         Individual because the Holder is serving in a capacity other than as an
         Employee and if that capacity is terminated for any reason other than
         the Holder's death or Disability, then that portion, if any, of any and
         all Awards held by the Holder that were granted because of that
         capacity which are not yet exercisable (or for which restrictions have
         not lapsed) as of the date of the termination shall become null and
         void as of the date of the termination; provided, however, that the
         portion, if any, of any and all Awards held by the Holder that are then
         exercisable as of the date of the termination shall be exercisable for
         a period of the lesser of (a) the remainder of the term of the Award or
         (b) 30 days following the date such capacity is terminated. If a Holder
         is an Eligible Individual because the Holder is serving in a capacity
         other than as an Employee and if that capacity is terminated by reason
         of the Holder's death or Disability, then the portion, if any, of any
         and all Awards held by the Holder that are not yet exercisable (or for
         which restrictions have not lapsed) as of the date of termination for
         death or Disability shall become exercisable (and the restrictions
         thereon, if any, shall lapse) and all such Awards held by that Holder
         as of the date of termination that are exercisable (either as a result
         of this sentence or otherwise) shall be exercisable for a period of the
         lesser of (a) the remainder of the term of the Award or (b) the date
         which is 30 days following the date of termination. Any portion of an
         Award not exercised upon the expiration of the periods specified in (a)
         or (b) of the preceding two sentences shall be null and void upon the
         expiration of such period, as applicable.

10.3     Death. Upon the death of a Holder, any and all Awards held by the
         Holder that are not then exercisable (or for which restrictions have
         not lapsed) shall become immediately exercisable (and any restrictions
         shall immediately lapse) and such Awards shall be exercisable by that
         Holder's legal representatives, heirs, legatees, or distributees for a
         period of 90 days following the date of the Holder's death unless the
         Award Agreement specifies a longer period of time. Any portion of an
         Award not exercised upon the expiration of such period shall be null
         and void. Except as expressly provided in this Section 10.3, no Award
         held by a Holder shall be exercisable after the death of that Holder.

10.4     Disability. If a Holder is an Eligible Individual because the Holder is
         an Employee and if that employment relationship is terminated by reason
         of the Holder's Disability, then the portion, if any, of any and all
         Awards held by the Holder that are not then exercisable (or for which
         restrictions have not lapsed) shall become immediately exercisable (and
         any restrictions shall immediately lapse) and such Awards shall be
         exercisable by the Holder, his guardian or his legal representative for
         a period of 90 days following the date of such termination except as
         otherwise provided below. Any portion of an Award not exercised upon
         the expiration of such period shall be null and void unless the Holder
         dies during such period, in which event the provisions of Section 10.3
         shall govern. "Disability" shall have the meaning given it in the
         employment agreement of the Holder; provided, however, that if the

         Holder has no employment agreement defining such term, "Disability"
         shall mean, as determined by the Board of Directors in the sole
         discretion exercised in good faith of the Board of Directors, a
         physical or mental impairment of sufficient severity that either the
         Holder is unable to continue performing the duties he performed before
         such impairment or the Holder's condition entitles him to disability
         benefits under any insurance or employee benefit plan of the
         Corporation or its Subsidiaries and that impairment or condition is
         cited by the Corporation as the reason for termination of the Holder's
         employment. Notwithstanding the foregoing, in the event the Holder is
         permanently and totally disabled so that he is unable to engage in any
         substantial gainful activity by reason of any medically determinable
         physical or mental impairment which can be expected to result in death
         or which has lasted or can be expected to last for a continuous period
         of not less than 12 months, and the Holder furnishes proof of the
         existence thereof in such form and manner, and at such time, as the
         Internal Revenue Service may require, then the Holder shall have one
         year from the date of termination within which to exercise such Awards.

10.5     Leave of Absence. With respect to an Award, the Committee may, in its
         sole discretion, determine that any Holder who is on leave of absence
         for any reason will be considered to still be in the employ of the
         Corporation or any of its Subsidiaries, as applicable, for any or all
         purposes of the Plan and the Award Agreement of such Holder.

10.6     Transferability of Awards. In addition to such other terms and
         conditions as may be included in a particular Award Agreement, an Award
         requiring exercise shall be exercisable during a Holder's lifetime only
         by that Holder or by that Holder's guardian or legal representative. An
         Award requiring exercise shall not be transferable other than (i) by
         will or the laws of descent and distribution; or (ii) in accordance
         with the terms of the Award Agreement.

10.7     Forfeiture and Restrictions on Transfer. Each Award Agreement may
         contain or otherwise provide for conditions giving rise to the
         forfeiture of the Stock acquired pursuant to an Award or otherwise and
         may also provide for those restrictions on the transferability of
         shares of the Stock acquired pursuant to an Award or otherwise that the
         Committee in its sole and absolute discretion may deem proper or
         advisable. The conditions giving rise to forfeiture may include, but
         need not be limited to, the requirement that the Holder render
         substantial services to the Corporation or its Subsidiaries for a
         specified period of time. The restrictions on transferability may
         include, but need not be limited to, options and rights of first
         refusal in favor of the Corporation and shareholders of the Corporation
         other than the Holder of such shares of Stock who is a party to the
         particular Award Agreement or a subsequent Holder of the shares of
         Stock who is bound by that Award Agreement.

10.8     Delivery of Certificates of Stock. Subject to Section 10.9, the
         Corporation shall promptly issue and deliver a certificate representing
         the number of shares of Stock as to which (a) an Option has been
         exercised after the Corporation receives an Exercise Notice and upon
         receipt by the Corporation of the Exercise Price and any tax
         withholding as may be requested, (b) a Stock Appreciation Right has
         been exercised (to the extent the Committee determines to pay such
         Stock Appreciation Right in shares of Stock pursuant to Section 6.5)
         and upon receipt by the Corporation of any tax withholding as may be
         requested, and (c) restrictions have lapsed with respect to a
         Restricted Stock Award and upon receipt by the Corporation of any tax
         withholding as may be requested. The value of the shares of Stock or
         cash transferable because of an Award under the Plan shall not bear any
         interest owing to the passage of time, except as may be otherwise
         provided in an Award Agreement. If a Holder is entitled to receive
         certificates representing Stock received for more than one form of
         Award under the Plan, separate Stock certificates shall be issued with
         respect to Incentive Options and Nonstatutory Options.

10.9     Conditions to Delivery of Stock. Nothing herein or in any Award granted
         hereunder or any Award Agreement shall require the Corporation to issue
         any shares with respect to any Award if that issuance would, in the
         opinion of counsel for the Corporation, constitute a violation of the
         Securities Act or any similar or superseding statute or statutes, any
         other applicable statute or regulation, or the rules of any applicable
         securities exchange or securities association, as then in effect. At
         the time of any exercise of an Option or Stock Appreciation Right, or
         at the time of any grant of a Restricted

         Stock Award, the Corporation may, as a condition precedent to the
         exercise of such Option or Stock Appreciation Right or vesting of any
         Restricted Stock Award, require from the Holder of the Award (or in the
         event of his death, his legal representatives, heirs, legatees, or
         distributees) such written representations, if any, concerning the
         Holder's intentions with regard to the retention or disposition of the
         shares of Stock being acquired pursuant to the Award and such written
         covenants and agreements, if any, as to the manner of disposal of such
         shares as, in the opinion of counsel to the Corporation, may be
         necessary to ensure that any disposition by that Holder (or in the
         event of the Holder's death, his legal representatives, heirs,
         legatees, or distributees) will not involve a violation of the
         Securities Act or any similar or superseding statute or statutes, any
         other applicable state or federal statute or regulation, or any rule of
         any applicable securities exchange or securities association, as then
         in effect.

10.10    Certain Directors and Officers. With respect to Holders who are
         directors or officers of the Corporation or any of its Subsidiaries and
         who are subject to Section 16(b) of the Exchange Act, Awards and all
         rights under the Plan shall be exercisable during the Holder's lifetime
         only by the Holder or the Holder's guardian or legal representative,
         but not for at least six months after grant, unless (a) the Board of
         Directors expressly authorizes that an Award shall be exercisable
         before the expiration of the six-month period or (b) the death or
         Disability of the Holder occurs before the expiration of the six-month
         period. In addition, no such officer or director shall exercise any
         Stock Appreciation Right or have shares of Stock withheld to pay tax
         withholding obligations within the first six months of the term of an
         Award. Any election by any such officer or director to have tax
         withholding obligations satisfied by the withholding of shares of Stock
         shall be irrevocable and shall be communicated to the Committee during
         the period beginning on the third day following the date of release of
         quarterly or annual summary statements of sales and earnings and ending
         on the twelfth business day following such date (the "Window Period")
         or by an irrevocable election communicated to the Committee at least
         six months before the date of exercise of the Award for which such
         withholding is desired. Any election by an officer or director to
         receive cash in full or partial settlement of a Stock Appreciation
         Right, as well as any exercise by such individual of a Stock
         Appreciation Right for cash, in either case to the extent permitted
         under the applicable Award Agreement or otherwise permitted by the
         Committee, shall be made during the Window Period or within any other
         periods that the Committee shall specify from time to time.

10.11    Securities Act Legend. Certificates for shares of Stock, when issued,
         may have the following legend, or statements of other applicable
         restrictions (including, without limitation, restrictions required
         under any federal, state or foreign law), endorsed thereon and may not
         be immediately transferable:

         THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
         SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED,
         TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES
         EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE DISCRETION OF THE
         ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER)
         THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL NOT
         VIOLATE APPLICABLE FEDERAL OR STATE LAWS.

         This legend shall not be required for shares of Stock issued pursuant
to an effective registration statement under the Securities Act.

10.12    Legend for Restrictions on Transfer. Each certificate representing
         shares issued to a Holder pursuant to an Award granted under the Plan
         shall, if such shares are subject to any transfer restriction,
         including a right of first refusal, provided for under this Plan or an
         Award Agreement, bear a legend that complies with applicable law with
         respect to the restrictions on transferability contained in this
         Section 10.12, such as:

         THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
         RESTRICTIONS ON TRANSFERABILITY IMPOSED BY THAT CERTAIN INSTRUMENT
         ENTITLED "EZCORP, INC. 2003 INCENTIVE PLAN" AS ADOPTED BY THE
         CORPORATION, AND AN AGREEMENT THEREUNDER BETWEEN THE CORPORATION AND
         THE INITIAL HOLDER THEREOF DATED SEPTEMBER 17, 2003, AND MAY NOT BE
         TRANSFERRED, SOLD, OR OTHERWISE DISPOSED OF EXCEPT AS THEREIN PROVIDED.
         THE CORPORATION WILL FURNISH A COPY OF SUCH INSTRUMENT AND AGREEMENT TO
         THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE ON REQUEST TO THE
         CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.

10.13    Rights as a Shareholder. A Holder shall have no right as a shareholder
         with respect to any shares covered by his Award until a certificate
         representing those shares is issued in his name. No adjustment shall be
         made for dividends (ordinary or extraordinary, whether in cash or other
         property) or distributions or other rights for which the record date is
         before the date that certificate is issued, except as contemplated by
         Section 9 hereof. Nevertheless, dividends, dividend equivalent rights
         and voting rights may be extended to and made part of any Award
         denominated in Stock or units of Stock, subject to such terms,
         conditions and restrictions as the Committee may establish. The
         Committee may also establish rules and procedures for the crediting of
         interest on deferred cash payments and dividend equivalents for
         deferred payment denominated in Stock or units of Stock.

10.14    Furnish Information. Each Holder shall furnish to the Corporation all
         information requested by the Corporation to enable it to comply with
         any reporting or other requirement imposed upon the Corporation by or
         under any applicable statute or regulation.

10.15    Obligation to Exercise. The granting of an Award hereunder shall impose
         no obligation upon the Holder to exercise the same or any part thereof.

10.16    Adjustments to Awards. Subject to the general limitations set forth in
         Sections 5, 6, and 9, the Committee may make any adjustment in the
         Exercise Price of, the number of shares subject to, or the terms of a
         Nonstatutory Option or Stock Appreciation Right by canceling an
         outstanding Nonstatutory Option or Stock Appreciation Right and
         regranting a Nonstatutory Option or Stock Appreciation Right. Such
         adjustment shall be made by amending, substituting, or regranting an
         outstanding Nonstatutory Option or Stock Appreciation Right. Such
         amendment, substitution, or regrant may result in terms and conditions
         that differ from the terms and conditions of the original Nonstatutory
         Option or Stock Appreciation Right. The Committee may not, however,
         impair the rights of any Holder of previously granted Nonstatutory
         Options or Stock Appreciation Rights without that Holder's consent. If
         such action is effected by amendment, such amendment shall be deemed
         effective as of the Date of Grant of the amended Award.

10.17    Remedies. The Corporation shall be entitled to recover from a Holder
         reasonable attorneys' fees incurred in connection with the enforcement
         of the terms and provisions of the Plan and any Award Agreement whether
         by an action to enforce specific performance or for damages for its
         breach or otherwise.

10.18    Information Confidential. As partial consideration for the granting of
         each Award hereunder, the Holder shall agree with the Corporation that
         he will keep confidential all information and knowledge that he 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 Holder's spouse, tax or
         financial advisors, or to a financial institution to the extent that
         such information is necessary to secure a loan. In the event any breach
         of this promise comes to the attention of the Committee, it shall take
         into consideration that breach in determining whether to recommend the
         grant of any future Award to that Holder, as a factor mitigating
         against the advisability of granting any such future Award to that
         Person.

10.19    Consideration. No Option or Stock Appreciation Right shall be
         exercisable and no restriction on any Restricted Stock Award shall
         lapse with respect to a Holder unless and until the Holder thereof

         shall have paid cash or property to, or performed services for, the
         Corporation or any of its Subsidiaries that the Committee believes is
         equal to or greater in value than the par value of the Stock subject to
         such Award.

SECTION 11.       DURATION AND AMENDMENT OF PLAN

11.1     Duration. No Awards may be granted hereunder after the date that is ten
         years from the earlier of (a) the date the Plan is adopted by the Board
         of Directors or (b) the date the Plan is approved by the shareholders
         of the Corporation.

11.2     Amendment. The Board of Directors may amend, modify, suspend, or
         terminate the Plan for the purpose of meeting or addressing any changes
         in legal requirements applicable to the Corporation or the Plan.
         Otherwise, the Plan may not be amended without the consent of the
         holders of a majority of the shares of Voting Securities then
         outstanding. In connection with any amendment of the Plan, the Board of
         Directors shall be authorized to incorporate such provisions as shall
         be necessary for amounts paid under the Plan to be exempt from Section
         162(m) of the Code.

SECTION 12.       GENERAL

12.1     Application of Funds. The proceeds received by the Corporation from the
         sale of shares pursuant to Awards may be used for any general corporate
         purpose.

12.2     Right of the Corporation and Subsidiaries to Terminate Employment.
         Nothing contained in the Plan or in any Award Agreement shall confer
         upon any Holder the right to continue in the employ of the Corporation
         or any Subsidiary or interfere in any way with the rights of the
         Corporation or any Subsidiary to terminate the Holder's employment at
         any time.

12.3     No Liability for Good Faith Determinations. Neither the members of the
         Board of Directors nor any member of the Committee shall be liable for
         any act, omission or determination taken or made in good faith with
         respect to the Plan or any Award granted under it; and members of the
         Board of Directors and the Committee shall be entitled to
         indemnification and reimbursement by the Corporation in respect of any
         claim, loss, damage, or expense (including attorneys' fees, the costs
         of settling any suit, provided such settlement is approved by
         independent legal counsel selected by the Corporation, and amounts paid
         in satisfaction of a judgment, except a judgment based on a finding of
         bad faith) arising therefrom to the full extent permitted by law and
         under any directors' and officers' liability or similar insurance
         coverage that may from time to time be in effect. This right to
         indemnification shall be in addition to, and not a limitation on, any
         other indemnification rights any member of the Board of Directors or
         the Committee may have.

12.4     Other Benefits. Participation in the Plan shall not preclude the Holder
         from eligibility in any other stock or stock option plan of the
         Corporation or any Subsidiary or any old age benefit, insurance,
         pension, profit sharing retirement, bonus, or other extra compensation
         plans that the Corporation or any Subsidiary has adopted, or may, at
         any time, adopt for the benefit of its Employees. Neither the adoption
         of the Plan by the Board of Directors nor the submission of the Plan to
         the shareholders of the Corporation for approval shall be construed as
         creating any limitations on the power of the Board of Directors to
         adopt such other incentive arrangements as it may deem desirable,
         including, without limitation, the granting of stock options and the
         awarding of Stock and cash otherwise than under the Plan and such
         arrangements may be either generally applicable or applicable only in
         specific cases.

12.5     Exclusion From Pension and Profit-Sharing Compensation. By acceptance
         of an Award (regardless of form), as applicable, each Holder shall be
         deemed to have agreed that the Award is special incentive compensation
         that will not be taken into account in any manner as salary,
         compensation, or bonus in determining the amount of any payment under
         any pension, retirement, or other employee benefit plan of the
         Corporation or any Subsidiary, unless any pension, retirement, or other
         employee benefit plan of the Corporation or Subsidiary expressly
         provides that such Award shall be so considered for purposes of
         determining the amount of any payment under any such plan.

         In addition, each beneficiary of a deceased Holder shall be deemed to
         have agreed that the Award will not affect the amount of any life
         insurance coverage, if any, provided by the Corporation or a Subsidiary
         on the life of the Holder that is payable to the beneficiary under any
         life insurance plan covering Employees of the Corporation or any
         Subsidiary.

12.6     Execution of Receipts and Releases. Any payment of cash or any issuance
         or transfer of shares of Stock to the Holder, or to his legal
         representative, heir, legatee, or distributee, in accordance with the
         provisions hereof, shall, to the extent thereof, be in full
         satisfaction of all claims of such Persons hereunder. The Committee may
         require any Holder, legal representative, heir, legatee, or
         distributee, as a condition precedent to such payment, to execute a
         release and receipt therefor in such form as it shall determine.

12.7     Unfunded Plan. Insofar as it provides for Awards of cash and Stock, the
         Plan shall be unfunded. Although bookkeeping accounts may be
         established with respect to Holders who are entitled to cash, Stock, or
         rights thereto under the Plan, any such accounts shall be used merely
         as a bookkeeping convenience. The Corporation shall not be required to
         segregate any assets that may at any time be represented by cash,
         Stock, or rights thereto, nor shall the Plan be construed as providing
         for such segregation, nor shall the Corporation nor the Board of
         Directors nor the Committee be deemed to be a trustee of any cash,
         Stock, or rights thereto to be granted under the Plan. Any liability of
         the Corporation to any Holder with respect to a grant of cash, Stock,
         or rights thereto under the Plan shall be based solely upon any
         contractual obligations that may be created by the Plan and any Award
         Agreement; no such obligation of the Corporation shall be deemed to be
         secured by any pledge or other encumbrance on any property of the
         Corporation. Neither the Corporation nor the Board of Directors nor the
         Committee shall be required to give any security or bond for the
         performance of any obligation that may be created by the Plan.

12.8     No Guarantee of Interests. Neither the Committee nor the Corporation
         guarantees the Stock of the Corporation from loss or depreciation.

12.9     Payment of Expenses. All expenses incident to the administration,
         termination, or protection of the Plan, including, but not limited to,
         legal and accounting fees, shall be paid by the Corporation or its
         Subsidiaries; provided, however, the Corporation or a Subsidiary may
         recover any and all damages, fees, expenses, and costs arising out of
         any actions taken by the Corporation to enforce its right to purchase
         Stock under this Plan.

12.10    Corporation Records. Records of the Corporation or its Subsidiaries
         regarding the Holder's period of employment, termination of employment
         and the reason therefor, leaves of absence, re-employment, and other
         matters shall be conclusive for all purposes hereunder, unless
         determined by the Committee to be incorrect.

12.11    Information. The Corporation and its Subsidiaries shall, upon request
         or as may be specifically required hereunder, furnish or cause to be
         furnished all of the information or documentation which is necessary or
         required by the Committee to perform its duties and functions under the
         Plan.

12.12    No Liability of Corporation. The Corporation assumes no obligation or
         responsibility to the Holder or his legal representatives, heirs,
         legatees, or distributees for any act of, or failure to act on the part
         of, the Committee.

12.13    Corporation Action. Any action required of the Corporation shall be by
         resolution of its Board of Directors or by a Person authorized to act
         by resolution of the Board of Directors.

12.14    Severability. In the event that any provision of this Plan, or the
         application hereof to any Person or circumstance, is held by a court of
         competent jurisdiction to be invalid, illegal, or unenforceable in any
         respect under present or future laws effective during the effective
         term of any such provision, such invalid, illegal, or unenforceable
         provision shall be fully severable; and this Plan shall then be
         construed and enforced as if such invalid, illegal, or unenforceable
         provision had not been contained

         in this Plan; and the remaining provisions of this Plan shall remain in
         full force and effect and shall not be affected by the illegal,
         invalid, or unenforceable provision or by its severance from this Plan.
         Furthermore, in lieu of each such illegal, invalid, or unenforceable
         provision, there shall be added automatically as part of this Plan a
         provision as similar in terms to such illegal, invalid, or
         unenforceable provision as may be possible and be legal, valid, and
         enforceable. If any of the terms or provisions of this Plan conflict
         with the requirements of Rule 16b-3 (as those terms or provisions are
         applied to Eligible Individuals who are subject to Section 16(b) of the
         Exchange Act), then those conflicting terms or provisions shall be
         deemed inoperative to the extent they so conflict with the requirements
         of Rule 16b-3 and, in lieu of such conflicting provision, there shall
         be added automatically as part of this Plan a provision as similar in
         terms to such conflicting provision as may be possible and not conflict
         with the requirements of Rule 16b-3. If any of the terms or provisions
         of this Plan conflict with the requirements of Section 422 of the Code
         (with respect to Incentive Options), then those conflicting terms or
         provisions shall be deemed inoperative to the extent they so conflict
         with the requirements of Section 422 of the Code and, in lieu of such
         conflicting provision, there shall be added automatically as part of
         this Plan a provision as similar in terms to such conflicting provision
         as may be possible and not conflict with the requirements of Section
         422 of the Code. With respect to Incentive Options, if this Plan does
         not contain any provision required to be included herein under Section
         422 of the Code, that provision shall be deemed to be incorporated
         herein with the same force and effect as if that provision had been set
         out at length herein; provided, however, that, to the extent any Option
         that is intended to qualify as an Incentive Option cannot so qualify,
         that Option (to that extent) shall be deemed a Nonstatutory Option for
         all purposes of the Plan.

12.15    Notices. Whenever any notice is required or permitted hereunder, such
         notice must be in writing and personally delivered or sent by mail. Any
         notice required or permitted to be delivered hereunder shall be deemed
         to be delivered on the date on which it is actually received by the
         Corporation addressed to the attention of the Corporate Secretary at
         the Corporation's office as specified in the applicable Award
         Agreement. The Corporation or a Holder may change, at any time and from
         time to time, by written notice to the other, the address which it or
         he had previously specified for receiving notices. Until changed in
         accordance herewith, the Corporation and each Holder shall specify as
         its and his address for receiving notices the address set forth in the
         Award Agreement pertaining to the shares to which such notice relates.
         Any Person entitled to notice hereunder may waive such notice.

12.16    Successors. The Plan shall be binding upon the Holder, his legal
         representatives, heirs, legatees, and distributees, upon the
         Corporation, its successors and assigns and upon the Committee and its
         successors.

12.17    Headings. The titles and headings of Sections are included for
         convenience of reference only and are not to be considered in
         construction of the provisions hereof.

12.18    Governing Law. All questions arising with respect to the provisions of
         the Plan shall be determined by application of the laws of the State of
         Texas, without giving effect to any conflict of law provisions thereof,
         except to the extent Texas law is preempted by federal law. Questions
         arising with respect to the provisions of an Award Agreement that are
         matters of contract law shall be governed by the laws of the state
         specified in the Award Agreement, except to the extent that [Texas]
         corporate law subconflicts with the contract law of such state, in
         which event [Texas] corporate law shall govern irrespective of any
         conflict of law laws. The obligation of the Corporation to sell and
         deliver Stock hereunder is subject to applicable federal, state and
         foreign laws and to the approval of any governmental authority required
         in connection with the authorization, issuance, sale, or delivery of
         such Stock.

12.19    Word Usage. Words used in the masculine shall apply to the feminine
         where applicable, and wherever the context of this Plan dictates, the
         plural shall be read as the singular and the singular as the plural.

         IN WITNESS WHEREOF, the Corporation, acting by and through its officers
hereunto duly authorized, has executed this 2003 Incentive Plan, to be effective
as of September 17, 2003.

                                     EZCORP, INC.,
                                     a Delaware corporation

                                     By:
                                          Joseph L. Rotunda, President and Chief
                                          Executive Officer

                                                                    EXHIBIT 20.1

                          INDEPENDENT AUDITORS' REPORT
              TO THE SHAREHOLDERS OF ALBEMARLE & BOND HOLDINGS PLC

We have audited the accounts of Albemarle & Bond Holdings PLC for the year ended
30 June 2003 which comprise the Profit and Loss Account, the Statement of Total
Recognised Gains and Losses, the Balance Sheets, and the Cash Flow Statement and
the related notes. These accounts have been prepared under the historical cost
convention and the accounting policies set out therein.

This report is made solely to the Company's members, as a body, in accordance
with Section 235 of the Companies Act 1985. Our audit work has been undertaken
so that we might state to the Company's members those matters we are required to
state to them in an auditor's report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone
other than the Company and Company's members as a body, for our audit work, for
this report, or for the opinions we have formed.

RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS

The directors' responsibilities for preparing the Annual Report and the accounts
in accordance with applicable law and United Kingdom Accounting Standards are
set out in the Statement of Directors' Responsibilities.

Our responsibility is to audit the accounts in accordance with relevant legal
and regulatory requirements and United Kingdom Auditing Standards.

We report to you our opinion as to whether the accounts give a true and fair
view and are properly prepared in accordance with the Companies Act 1985. We
also report to you if, in our opinion, the Directors' Report is not consistent
with the accounts, if the Company has not kept proper accounting records, if we
have not received all the information and explanations we require for our audit,
or if information specified by law regarding directors' remuneration and
transactions with the Company and other members of the group is not disclosed.

We read other information contained in the Annual Report and consider whether it
is consistent with the audited accounts. This other information comprises only
the Chairman's Statement, the Chief Executive's Review and the Directors'
Report. We consider the implications for our report if we become aware of any
apparent misstatements or material inconsistencies with the accounts. Our
responsibilities do not extend to any other information. We are not required to
consider whether the Board's statements on internal control cover all risks and
controls, or form an opinion on the effectiveness of the group's corporate
governance procedures or its risk and control procedures.

BASIS OF AUDIT OPINION

We conducted our audit in accordance with United Kingdom Auditing Standards
issued by the Auditing Practices Board. An audit includes examination, on a test
basis, of evidence relevant to the amounts and disclosures in the accounts. It
also includes an assessment of the significant estimates and judgments made by
the directors in the preparation of the accounts, and of whether the accounting
policies are the appropriate to the Company's and the group's circumstances,
consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the accounts are free from
material misstatement, whether caused by fraud or other irregularity or error.
In forming our opinion we also evaluated the overall adequacy of the
presentation of information in the accounts.

OPINION

In our opinion the accounts give a true and fair view of the state of the
Company's and the group's affairs as at 30 June 2003 and of the group's profit
for the year then ended and have been properly prepared in accordance with the
Companies Act 1985.

SOLOMON HARE LLP

Charted Accountants
Registered Auditors
Oakfield House, Oakfield Grove
Clifton, Bristol, BS8 2BN

23rd September 2003

                                                                    EXHIBIT 21.1

               FORM 10-K FOR FISCAL YEAR ENDED SEPTEMBER 30, 2003

                          SUBSIDIARIES OF EZCORP, INC.

                             1.       EZPAWN Colorado, Inc.
                             2.       EZPAWN Arkansas, Inc.
                             3.       EZPAWN Oklahoma, Inc.
                             4.       EZPAWN Tennessee, Inc.
                             5.       EZPAWN Alabama, Inc.
                             6.       EZMONEY Management, Inc. (2) (4)
                             7.       EZPAWN Florida, Inc.
                             8.       EZPAWN Georgia, Inc.
                             9.       EZPAWN Indiana, Inc.
                             10.      EZMONEY Holdings, Inc. (3) (4) (5)
                             11.      EZPAWN Nevada, Inc.
                             12.      EZPAWN Louisiana, Inc.
                             13.      EZPAWN Holdings, Inc. (1)
                             14.      Texas EZPAWN Management, Inc. (1)
                             15.      EZCORP International, Inc.
                             16.      Payday Loan Management, Inc. (5)

(1)      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.

(2)      EZMONEY Management, Inc. formerly known as EZPAWN Kansas, Inc.

(3)      EZMONEY Holdings, Inc. formerly known as EZPAWN South Carolina, Inc.

(4)      EZMONEY Management, Inc. is the general partner of Texas PRA
         Management, L.P. and EZMONEY Holdings, Inc. is the limited partner of
         Texas PRA Management, L.P.

(5)      Payday Loan Management, Inc. is the general partner of Texas EZMONEY,
         L.P. and EZMONEY Holdings, Inc. is the limited partner of Texas
         EZMONEY, L.P.

                                                                    EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, the
Registration Statement (Form S-8 No. 33-63082) pertaining to the EZCORP, Inc.
401(k) Plan, and the Registration Statement (Form S-8 No. 333-108847) pertaining
to the 1998 EZCORP, Inc. Stock Incentive Plan of our report dated November 6,
2003 (except Note Q, as to which the date is November 24, 2004), with respect to
the consolidated financial statements and schedule of EZCORP, Inc. and
subsidiaries included in the Annual Report (Form 10-K/A) for the year ended
September 30, 2003.

                                              /s/ ERNST & YOUNG LLP

Austin, Texas
November 24, 2004

                                                                    EXHIBIT 31.1

                                  CERTIFICATION

I, Joseph L. Rotunda, certify that:

1.       I have reviewed this Annual Report on Form 10-K/A of EZCORP, Inc. (the
         "registrant");

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officer(s) and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

         (a)      Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

         (b)      Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

         (c)      Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

5.       The registrant's other certifying officer(s) and I have disclosed,
         based on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

         (a)      All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

         (b)      Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Date:  November 24, 2004

                                        /s/ Joseph L. Rotunda
                                        -------------------------------------
                                        Joseph L. Rotunda
                                        President, Chief Executive Officer
                                        & Director

                                                                    EXHIBIT 31.2

                                  CERTIFICATION

I, Dan N. Tonissen, certify that:

1.       I have reviewed this Annual Report on Form 10-K/A of EZCORP, Inc. (the
         "registrant");

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officer(s) and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

         (a)      Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

         (b)      Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

         (c)      Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

5.       The registrant's other certifying officer(s) and I have disclosed,
         based on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

         (a)      All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

         (b)      Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Date:  November 24, 2004

                                        /s/ Dan N. Tonissen
                                        -------------------------------
                                        Dan N. Tonissen
                                        Senior Vice President,
                                        Chief Financial Officer &
                                        Director

                                                                    EXHIBIT 32.1

     CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Annual Report on Form 10-K/A for the Period
Ended September 30, 2003 (the "Report") by EZCORP, Inc. ("Registrant"), the
undersigned hereby certifies that:

1.       The Report fully complies with the requirements of section 13(a) or
         15(d) of the Securities Exchange Act of 1934, as amended, and

2.       The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         Registrant.

Date:  November 24, 2004

                                             /s/ Joseph L. Rotunda
                                             ----------------------------------
                                             Joseph L. Rotunda
                                             President, Chief Executive Officer
                                             & Director

                                                                    EXHIBIT 32.2

     CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Annual Report on Form 10-K/A for the Period
Ended September 30, 2003 (the "Report") by EZCORP, Inc. ("Registrant"), the
undersigned hereby certifies that:

1.       The Report fully complies with the requirements of section 13(a) or
         15(d) of the Securities Exchange Act of 1934, as amended, and

2.       The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         Registrant.

Date:  November 24, 2004

                                                /s/ Dan N. Tonissen
                                                ------------------------------
                                                Dan N. Tonissen
                                                Senior Vice President,
                                                Chief Financial Officer &
                                                Director