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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005

                                       OR

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

FOR THE TRANSITION PERIOD FROM ______________ TO _____________

                        COMMISSION FILE NUMBER 000-19424

                      ------------------------------------
                                  EZCORP, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 DELAWARE                                       74-2540145
                 --------                                       ----------
     (STATE OR OTHER JURISDICTION OF                          (IRS EMPLOYER
     INCORPORATION OR ORGANIZATION)                        IDENTIFICATION NO.)

                              1901 CAPITAL PARKWAY
                               AUSTIN, TEXAS 78746
                               -------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                   (ZIP CODE)

                                 (512) 314-3400
                                 --------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                       NA
                                       --
              (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
                          IF CHANGED SINCE LAST REPORT)

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The only class of voting securities of the registrant issued and outstanding is
the Class B Voting Common Stock, par value $.01 per share, 100% of which is
owned by one record holder who is an affiliate of the registrant. There is no
trading market for the Class B Voting Common Stock.

As of June 30, 2005, 11,456,410 shares of the registrant's Class A Non-voting
Common Stock, par value $.01 per share and 990,057 shares of the registrant's
Class B Voting Common Stock, par value $.01 per share were outstanding.

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

                                  EZCORP, INC.
                               INDEX TO FORM 10-Q

                                                                                                          Page
                                                                                                          ----
                                                                                                       
PART I.  FINANCIAL INFORMATION

          Item 1. Financial Statements (Unaudited)

             Condensed Consolidated Balance Sheets as of June 30, 2005, June 30, 2004 and September
             30, 2004 ..................................................................................    1

             Condensed Consolidated Statements of Operations for the Three Months and Nine Months
             Ended June 30, 2005 and 2004 ..............................................................    2

             Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2005
             and 2004 ..................................................................................    3

             Notes to Interim Condensed Consolidated Financial Statements ..............................    4

          Item 2. Management's Discussion and Analysis of Financial Condition and Results of
          Operations ...................................................................................   11

          Item 3. Quantitative and Qualitative Disclosures about Market Risk ...........................   22

          Item 4. Controls and Procedures ..............................................................   22

PART II.  OTHER INFORMATION

          Item 1.  Legal Proceedings ...................................................................   24

          Item 4.  Submission of Matters to a Vote of Security Holders .................................   24

          Item 6.  Exhibits and Reports on Form 8-K ....................................................   24

SIGNATURE ..............................................................................................   25

EXHIBIT INDEX ..........................................................................................   26

CERTIFICATIONS

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

                      Condensed Consolidated Balance Sheets

                                                                        June 30,   June 30,  September 30,
                                                                          2005       2004       2004
                                                                        --------   --------  -------------
                                                                                 (In thousands)
                                                                            (Unaudited)
                                                                                    
Assets:
     Current assets:
         Cash and cash equivalents                                      $  1,972   $  1,692    $  2,506
         Pawn loans                                                       50,888     51,101      49,078
         Payday loans, net                                                11,089      6,720       7,292
         Pawn service charges receivable, net                              9,020      8,557       8,679
         Payday loan service charges receivable, net                       2,244      1,336       1,474
         Inventory, net                                                   28,956     30,997      30,636
         Deferred tax asset                                                9,711      8,163       9,711
         Federal income taxes receivable                                       -        253           -
         Note receivable from related party                                1,500          -           -
         Prepaid expenses and other assets                                 3,197      2,287       2,321
                                                                        --------   --------    --------
               Total current assets                                      118,577    111,106     111,697

     Investment in unconsolidated affiliate                               17,110     15,734      16,101
     Property and equipment, net                                          26,147     25,222      25,846
     Note receivable from related party                                        -      1,500       1,500
     Deferred tax asset, non-current                                       4,946      4,391       4,946
     Other assets, net                                                     4,205      4,102       4,232
                                                                        --------   --------    --------
     Total assets                                                       $170,985   $162,055    $164,322
                                                                        ========   ========    ========
Liabilities and stockholders' equity:
     Current liabilities:
         Accounts payable and other accrued expenses                    $ 13,651   $ 11,465    $ 14,947
         Customer layaway deposits                                         1,559      1,554       1,645
         Federal income taxes payable                                      1,452          -       2,043
                                                                        --------   --------    --------
               Total current liabilities                                  16,662     13,019      18,635

     Long-term debt                                                       21,900     31,200      25,000
     Deferred gains and other long-term liabilities                        3,687      4,048       3,958
                                                                        --------   --------    --------
          Total long-term liabilities                                     25,587     35,248      28,958
     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; 11,465,443 issued and
            11,456,410 outstanding at June 30, 2005; 11,180,201 issued
            and 11,171,168 outstanding at June 30, 2004; 11,181,401
            issued and 11,172,368 outstanding at September 30, 2004          115        112         112
         Class B Voting Common Stock, convertible, par value $.01
            per share; Authorized 1,198,990 shares; Issued
            1,190,057;  Outstanding 990,057 at June 30, 2005 and
            1,190,057 at June 30, 2004 and September 30, 2004                 10         12          12
         Additional paid-in capital                                      116,932    116,680     116,683
         Retained earnings (deficit)                                      11,009     (2,911)        (38)
         Deferred compensation expense                                      (391)      (978)       (832)
                                                                        --------   --------    --------
                                                                         127,675    112,915     115,937
         Treasury stock - Class A, at cost                                   (35)       (35)        (35)
         Accumulated other comprehensive income                            1,096        908         827
                                                                        --------   --------    --------
               Total stockholders' equity                                128,736    113,788     116,729
                                                                        --------   --------    --------
     Total liabilities and stockholders' equity                         $170,985   $162,055    $164,322
                                                                        ========   ========    ========

See Notes to Interim Condensed Consolidated Financial Statements (unaudited).

                                       1

           Condensed Consolidated Statements of Operations (Unaudited)

                                                        Three Months Ended          Nine Months Ended
                                                             June 30,                   June 30,
                                                        ------------------          -----------------
                                                         2005         2004           2005        2004
                                                       --------     --------       --------    --------
                                                           (In thousands, except per share amounts)
                                                                                   
Revenues:
       Sales                                           $ 30,994     $ 30,782       $107,577    $102,711
       Pawn service charges                              14,722       13,835         46,073      43,875
       Payday loan service charges                       10,231        6,191         26,349      16,124
       Other                                                303          333            977       1,034
                                                       --------     --------       --------    --------
                  Total revenues                         56,250       51,141        180,976     163,744
Cost of goods sold                                       18,421       19,340         64,235      61,130
                                                       --------     --------       --------    --------
                  Net revenues                           37,829       31,801        116,741     102,614
Operating expenses:
       Operations                                        23,693       21,830         70,384      64,382
       Bad debt and other payday loan direct expenses     3,413        2,832          6,517       5,957
       Administrative                                     5,506        4,614         17,169      16,854
       Depreciation                                       2,041        1,840          5,965       5,579
       Amortization                                          17           18             51          59
                                                       --------     --------       --------    --------
                  Total operating expenses               34,670       31,134        100,086      92,831
                                                       --------     --------       --------    --------
Operating income                                          3,159          667         16,655       9,783

Interest expense, net                                       302          332            916       1,153
Loss on sale/disposal of assets                              36            -             79           -
Equity in net income of unconsolidated affiliate           (505)        (430)        (1,601)     (1,291)
                                                       --------     --------       --------    --------

Income before income taxes                                3,326          765         17,261       9,921
Income tax expense                                        1,197          512          6,214       3,671
                                                       --------     --------       --------    --------
Net income                                             $  2,129     $    253       $ 11,047    $  6,250
                                                       ========     ========       ========    ========

Income per common share:
   Basic                                               $  0.17      $  0.02        $   0.89    $   0.51
                                                       ========     ========       ========    ========
   Assuming dilution                                   $  0.16      $  0.02        $   0.82    $   0.48
                                                       ========     ========       ========    ========

Weighted average shares outstanding:
       Basic                                             12,443       12,275         12,403      12,221
       Assuming dilution                                 13,434       13,221         13,507      13,138

See Notes to Interim Condensed Consolidated Financial Statements (unaudited).

                                       2

           Condensed Consolidated Statements of Cash Flows (Unaudited)

                                                                                Nine Months Ended
                                                                                    June 30,
                                                                                -----------------
                                                                                2005          2004
                                                                              ---------    ---------
                                                                                  (In thousands)
                                                                                     
Operating Activities:
      Net income                                                              $  11,047    $   6,250
      Adjustments to reconcile net income to net cash provided by operating
        activities:
          Depreciation and amortization                                           6,016        5,638
          Payday loan loss provision                                              5,635        5,216
          Impairment of receivable                                                    -          729
          Net loss on sale or disposal of assets                                     79            -
          Deferred compensation expense                                             441          392
          Income from investment in unconsolidated affiliate                     (1,601)      (1,291)
      Changes in operating assets and liabilities:
          Service charges receivable, net                                        (1,111)        (168)
          Inventory                                                                 208         (141)
          Prepaid expenses, other current assets, and other assets, net            (900)        (364)
          Accounts payable and accrued expenses                                  (1,230)         432
          Customer layaway deposits                                                 (86)        (238)
          Deferred gains and other long-term liabilities                           (271)        (271)
          Federal income taxes                                                     (591)          75
                                                                              ---------    ---------
                Net cash provided by operating activities                        17,636       16,259

Investing Activities:
       Pawn loans made                                                         (123,870)    (126,365)
       Pawn loans repaid                                                         69,892       69,809
       Recovery of pawn loan principal through sale of forfeited collateral      53,640       52,309
       Payday loans made                                                        (51,642)     (36,357)
       Payday loans repaid                                                       42,210       28,051
       Additions to property and equipment                                       (6,339)      (5,431)
       Dividends from unconsolidated affiliate                                      861          681
                                                                              ---------    ---------
                Net cash used in investing activities                           (15,248)     (17,303)

Financing Activities:
       Proceeds from exercise of stock options                                      178          446
       Debt issuance costs                                                            -         (406)
       Net proceeds from (payments on) bank borrowings                           (3,100)         200
                                                                              ---------    ---------
                Net cash provided by (used in) financing activities              (2,922)         240
                                                                              ---------    ---------

Change in cash and cash equivalents                                                (534)        (804)

Cash and cash equivalents at beginning of period                                  2,506        2,496
                                                                              ---------    ---------
Cash and cash equivalents at end of period                                    $   1,972    $   1,692
                                                                              =========    =========
Non-cash Investing and Financing Activities:
       Pawn loans forfeited and transferred to inventory                      $  52,168    $  53,410
       Foreign currency translation adjustment                                $     269    $     423
       Issuance of common stock to 401(k) plan                                $      72    $      70

See Notes to Interim Condensed Consolidated Financial Statements (unaudited).

                                       3

                          EZCORP, INC. AND SUBSIDIARIES
    NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005

NOTE A: BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. The accompanying financial
statements should be read with the Notes to Consolidated Financial Statements
included in the Company's Annual Report on Form 10-K for the year ended
September 30, 2004 ("Fiscal 2004"). The balance sheet at September 30, 2004 has
been derived from the audited financial statements at that date but does not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.

The Company's business is subject to seasonal variations, and operating results
for the three-month and nine-month periods ended June 30, 2005 are not
necessarily indicative of the results of operations for the full fiscal year.

NOTE B: SIGNIFICANT ACCOUNTING POLICIES

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 collectible 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 collectible
loans, affecting the Company's earnings and financial condition.

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
from service charge revenue upon loan default, and increase service charge
revenue upon subsequent collection.

BAD DEBT AND OTHER PAYDAY LOAN DIRECT EXPENSES: The Company considers a loan
defaulted if the loan has not been repaid or renewed by the maturity date.
Although defaulted loans may be collected later, the Company charges defaulted
loan 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's payday loan net
defaults, included in bad debt and other payday loan direct expenses, were $2.9
million and $5.5 million, representing 5.2% and 3.8% of loans made in the
three-month and nine-month periods ended June 30, 2005 (the "Fiscal 2005 Third
Quarter" and the "Fiscal 2005 Year-to-Date Period," respectively.) Excluding the
benefit of a $0.9 million sale of older bad debt, net defaults for the
nine-month period ended June 30, 2005 were $6.4 million, or 4.4% of loans made
during the nine-month period. In the comparable 2004 periods (the "Fiscal 2004
Third Quarter" and the "Fiscal 2004 Year-to-Date Period"), payday loan net
defaults were $2.3 million and $5.0 million, representing 6.6% and 5.6%,
respectively, of loans made.

ALLOWANCE FOR LOSSES ON PAYDAY LOANS: The Company also provides an allowance for
losses on active payday loans and related service charges receivable, based on
recent loan default experience and expected seasonal variations. Changes in the
principal valuation allowance are charged to bad debt expense in the Company's
statement of operations. Changes in the service charge receivable valuation
allowance are charged to payday loan service charge revenue.

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 (specific identification) or market (net
realizable value), the Company provides an allowance for shrinkage and excess,
obsolete, or slow-moving inventory. The allowance is based on recent shrinkage
levels, the type and age of merchandise, and recent sales trends and margins. At
June 30, 2005, June 30, 2004, and September 30, 2004, the valuation allowance
deducted from the carrying value of inventory was

                                       4

$1.9 million, $1.7 million, and $1.5 million (6.0%, 5.1%, and 4.8% of gross
inventory), respectively. Changes in the inventory valuation allowance are
recorded as cost of goods sold.

VALUATION OF TANGIBLE LONG-LIVED ASSETS: The Company assesses tangible
long-lived assets for potential impairment whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. Factors
that 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
has been recognized in the Fiscal 2005 or 2004 Year-to-Date Periods.

INCOME TAXES: The provision for federal income taxes has been calculated based
on the Company's estimate of its effective tax rate for the full fiscal year. As
part of the process of preparing the consolidated financial statements, the
Company is required to estimate income taxes in each jurisdiction 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 the Company were 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 were 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. The
Company evaluates the realizability of its deferred tax assets quarterly by
assessing the need for a valuation allowance, if any. As of June 30, 2005, June
30, 2004 and September 30, 2004, the Company did not have a valuation allowance
on its deferred tax assets.

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" and
related interpretations ("APB 25"). Statement of Financial Accounting Standards
("SFAS") No. 123, "Accounting for Stock-Based Compensation," 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 been adopted. The Company has calculated
the fair value of options granted in these periods using the Black-Scholes
option-pricing model and has determined the pro forma impact on net income. For
purposes of pro forma disclosures, the estimated fair value of the options is
amortized to expense over the options' vesting period.

                                       5

The following table presents the pro forma effect on net income if the Company
had applied the fair value recognition provisions of SFAS No. 123, as amended by
SFAS No. 148, to stock-based compensation:

                                                           Three Months Ended       Nine Months Ended
                                                                June 30,                 June 30,
                                                           ------------------       -----------------
                                                           2005         2004        2005          2004
                                                         ---------    ---------   ---------     ---------
                                                            (In thousands, except per share amounts)
                                                                                    
Net income, as reported                                  $   2,129    $     253   $  11,047     $   6,250
Add: stock-based employee compensation expense
     included in reported net income, net of
     related tax effects                                        95           95         286           255
Deduct:  total stock-based employee compensation
     expense determined under fair value based
     method for all awards, net of related tax effects        (260)        (223)       (778)         (644)
                                                         ---------    ---------   ---------     ---------
Pro forma net income                                     $   1,964    $     125   $  10,555     $   5,861
                                                         =========    =========   =========     =========
Earnings per share - basic:

     As reported                                         $    0.17    $    0.02   $    0.89     $    0.51
     Pro forma                                           $    0.16    $    0.01   $    0.85     $    0.48

Earnings per share - assuming dilution:
     As reported                                         $    0.16    $    0.02   $    0.82     $    0.48
     Pro forma                                           $    0.15    $    0.01   $    0.78     $    0.45

See Note I, "Common Stock, Warrants, and Options" and Note J, "Recent
Pronouncements: Share-Based Payment - SFAS No. 123 (revised 2004)."

PROPERTY AND EQUIPMENT: Property and equipment is shown net of accumulated
depreciation of $65.2 million, $57.7 million and $59.3 million at June 30, 2005,
June 30, 2004, and September 30, 2004, respectively.

OPERATING LEASES: In a letter dated February 7, 2005, the Office of the Chief
Accountant of the Securities and Exchange Commission expressed to the American
Institute of Certified Public Accountants its interpretation of the rules for
accounting for operating leases. In the quarter ended March 31, 2005, the
Company performed a review of its lease accounting practices to ensure
compliance with this letter. Consistent with industry practices, the Company
historically recorded rent expense on a straight-line basis over the initial
non-cancelable lease term. The Company has concluded that the calculation of
straight-line rent should include lease renewal options that are reasonably
assured, as defined in SFAS 98, "Accounting for Leases." As a result, the
Company determined that rent expense was understated in previous periods by a
cumulative amount of $0.3 million, which was recorded as operations expense in
the quarter ended March 31, 2005. No prior periods were restated as the amount
was not material to any quarterly or annual period or to the Company's financial
position in any period. The adjustment did not affect historical or future net
cash flows or the timing of payments under related leases. The Company also
reassessed the depreciable lives of its leasehold improvements to be the shorter
of their estimated useful life or the reasonably assured lease term at the
inception of the lease. This resulted in no cumulative difference, but did
result in a $0.1 million increase in current depreciation expense in the quarter
ended March 31, 2005.

RECLASSIFICATIONS: Certain prior year balances have been reclassified to conform
to the Fiscal 2005 presentation.

                                       6

NOTE C: EARNINGS PER SHARE

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

                                                               Three Months Ended  Nine Months Ended
                                                                     June 30,          June 30,
                                                               ------------------  -----------------
                                                                2005       2004     2005      2004
                                                               -------   -------   -------   -------
                                                              (In thousands, except per share amounts)
                                                                                 
Numerator
       Numerator for basic and diluted earnings per share: net
         income                                                $ 2,129   $   253   $11,047   $ 6,250
                                                               =======   =======   =======   =======
Denominator

       Denominator for basic earnings per share:  weighted
         average shares                                         12,443    12,275    12,403    12,221
       Effect of dilutive securities:
                  Options and warrants                             854       866       973       860
                  Restricted common stock grants                   137        80       131        57
                                                               -------   -------   -------   -------
       Dilutive potential common shares                            991       946     1,104       917
                                                               -------   -------   -------   -------
       Denominator for diluted earnings per share: adjusted
         weighted average shares and assumed conversions        13,434    13,221    13,507    13,138
                                                               =======   =======   =======   =======
       Basic earnings per share                                $  0.17   $  0.02   $  0.89   $  0.51
                                                               =======   =======   =======   =======
       Diluted earnings per share                              $  0.16   $  0.02   $  0.82   $  0.48
                                                               =======   =======   =======   =======

The following table presents the weighted average shares subject to options
outstanding during the periods indicated. Anti-dilutive options, warrants, and
restricted stock grants have been excluded from the computation of diluted
earnings per share because the options' exercise price was greater than the
average market price of the common shares and, therefore, the effect would be
anti-dilutive.

                                                         Three Months Ended          Nine Months Ended
                                                              June 30,                   June 30,
                                                         ------------------          -----------------
                                                          2005          2004        2005          2004
                                                       -----------   ----------   ----------    ----------
                                                                                    
Total options outstanding

           Weighted average shares subject to options    2,079,044    2,362,426    2,117,348     2,299,275
           Average exercise price per share            $      6.99   $     6.86   $     6.89    $     6.53

Anti-dilutive options outstanding
           Weighted average shares subject to options      167,000      320,982      108,595     1,018,901
           Average exercise price per share            $     13.41   $    13.42   $    14.04    $    11.01

NOTE D: INVESTMENT IN UNCONSOLIDATED AFFILIATE

The Company owns 13,276,666 common shares of Albemarle & Bond Holdings, plc
("A&B"), or approximately 29% of the total outstanding shares. The investment is
accounted for 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 United Kingdom
securities regulations, A&B files only semi-annual financial reports, for its
fiscal periods ending December 31 and June 30. The Company estimates A&B's
results of operations for the March 31 quarter for its financial statements. The
income reported for the Company's Fiscal 2005 Year-to-Date Period represents its
percentage interest in the results of A&B's operations from July 1, 2004 to
March 31, 2005, as estimated.

                                       7

Below is summarized financial information for A&B's most recently reported
results (using average exchange rates for the periods indicated):

                                  Six Months Ended December 31,
                                  -----------------------------
                                       2004           2003
                                     --------       --------
                                        (In thousands)
                                              
Turnover (gross revenues)            $ 23,399       $ 19,726
Gross profit                           16,243         13,164
Profit after tax (net income)           3,799          2,977

NOTE E: CONTINGENCIES

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

NOTE F: COMPREHENSIVE INCOME

Comprehensive income includes net income and other revenues, expenses, gains and
losses that are excluded from net income but are included as a component of
total stockholders' equity. Comprehensive income for the Fiscal 2005 Third
Quarter was $2.0 million and comprehensive income for the Fiscal 2005
Year-to-Date Period was $11.3 million. For the comparable 2004 periods,
comprehensive income was $0.4 million and $6.7 million, respectively. The
difference between comprehensive income and net income results primarily from
the effect of foreign currency translation adjustments determined in accordance
with SFAS No. 52, "Foreign Currency Translation." The accumulated balance of
foreign currency activity excluded from net income is presented as "Accumulated
other comprehensive income" in the Condensed Consolidated Balance Sheets, and
amounted to $1.1 million ($1.7 million, net of tax of $0.6 million) at June 30,
2005.

NOTE G: LONG-TERM DEBT

At June 30, 2005, the Company's credit agreement provided for a $40.0 million
revolving credit facility with a maturity date of April 1, 2007. 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 150
to 275 basis points or the agent bank's base rate plus 0 to 125 basis points,
depending on the leverage ratio computed at the end of each quarter. At June 30,
2005, the effective rate was 5.23% based on the Company's leverage ratio. 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. Payment of dividends and
additional debt are allowed but restricted.

NOTE H: GOODWILL AND OTHER INTANGIBLE ASSETS

The Company accounts for goodwill and other intangible assets in accordance with
SFAS No. 142, "Goodwill and Other Intangible Assets." Under the provisions of
SFAS No. 142, goodwill and other intangible assets having indefinite lives are
not subject to amortization but are tested for impairment annually, or more
frequently if events or changes in circumstances indicate that the assets might
be impaired. At each balance sheet date presented above, the balance of pawn
licenses - the only major class of indefinite lived intangible assets at each of
these dates - was $1.5 million.

                                       8

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

                                June 30, 2005          June 30, 2004         September 30, 2004
                                -------------          -------------         ------------------
                           Carrying   Accumulated  Carrying  Accumulated   Carrying   Accumulated
                            Amount   Amortization   Amount   Amortization   Amount   Amortization
                           --------  ------------  --------  ------------  --------  ------------
                                                      (In thousands)
                                                                   
License application fees   $    345  $       (218) $    345  $       (187) $    345  $       (195)
Real estate finders' fees       554          (289)      554          (271)      554          (277)
Non-compete agreements          388          (253)      388          (233)      388          (238)
                           --------  ------------  --------  ------------  --------  ------------
Total                      $  1,287  $       (760) $  1,287  $       (691) $  1,287  $       (710)
                           ========  ============  ========  ============  ========  ============

Total amortization expense from definite-lived intangible assets for the Fiscal
2005 Third Quarter and Fiscal 2005 Year-to-Date Period was approximately $17,000
and $51,000, respectively. In comparison, the amortization expense for the
Fiscal 2004 Third Quarter and the Fiscal 2004 Year-to-Date Period was
approximately $18,500 and $59,000, respectively. The following table presents
the Company's estimate of amortization expense for definite lived intangible
assets for each of the five succeeding fiscal years as of October 1, 2004 (in
thousands):

Fiscal Year          Amortization Expense
- -----------          --------------------
                  
   2005                    $  68
   2006                       67
   2007                       67
   2008                       66
   2009                       57

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

NOTE I: COMMON STOCK, WARRANTS, AND OPTIONS

The Company accounts for its stock-based compensation plans as described in Note
B, "Significant Accounting Policies."

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. The Company also agreed to reimburse the Chairman for the income tax
consequences resulting from the award. The market value of the restricted stock
on the award date was $0.8 million, which is being amortized over the two-year
restriction period expiring September 17, 2005. During the Fiscal 2005 Third
Quarter and the Fiscal 2005 Year-to-Date Period, $0.1 million and $0.3 million,
respectively, of this cost was amortized to expense. During the Fiscal 2004
Third Quarter and the Fiscal 2004 Year-to-Date Period, $0.1 million and $0.3
million, respectively, of this cost was amortized to expense. In the quarter
ended December 31, 2003, the Company also reimbursed $0.8 million for the
Chairman's one-time taxes related to the award. The reimbursement was charged to
administrative expense.

On January 15, 2004, the Compensation Committee of the Board of Directors
approved an award of 60,000 shares of restricted stock to the Company's Chief
Executive Officer. The shares will vest no later than January 1, 2009, provided
he remains continuously employed by the Company through the vesting date. The
shares are subject to earlier vesting based on the occurrence of certain
objectives. The Company also agreed to reimburse him for the income tax
consequences resulting from the award. The market value of the restricted stock
on the award date was $0.6 million, which is being amortized over a three-year
period based on the Company's expectation that the earlier vesting objectives
will be met. During the Fiscal 2005 Third Quarter and the Fiscal 2005
Year-to-Date Period, $0.05 million and $0.15 million, respectively, of this cost
was amortized to expense. During the Fiscal 2004 Third Quarter and the Fiscal
2004 Year-to-Date Period, $0.05 million and $0.1 million, respectively, of this
cost was amortized to expense. The Company expects to amortize an additional
$0.05 million of stock compensation cost related to this award during the
remaining three months of the fiscal year ending September 30, 2005. In the
quarter ended March 31, 2004, the Company also reimbursed $0.3 million for the
Chief Executive Officer's one-time taxes related to the award. The reimbursement
was charged to administrative expense.

                                       9

Stock option exercises resulted in the issuance of 18,600 shares of Class A
Common Stock for total proceeds of approximately $38,000 during the Fiscal 2005
Third Quarter and 80,058 shares of Class A Common Stock for total proceeds of
approximately $178,000 during the Fiscal 2005 Year-to-Date Period.

Stock option exercises resulted in the issuance of 162,800 shares of Class A
Common Stock for total proceeds of approximately $442,000 during the Fiscal 2004
Third Quarter and 164,600 shares of Class A Common Stock for total proceeds of
approximately $446,000 during the Fiscal 2004 Year-to-Date Period.

The Company issued 3,984 shares of Class A Common Stock during the Fiscal 2005
Year-to-Date Period and 8,737 shares of Class A Common Stock during the Fiscal
2004 Year-to-Date Period to the Company's 401(k) Plan and Trust representing the
Company's match of employees' contributions.

In accordance with conversion rights authorized by the Company's Certificate of
Incorporation, the holder of the Company's Class B Voting Common Stock converted
200,000 shares of Class B Voting Common Stock to Class A Non-Voting Common Stock
in a series of transactions in the quarter ended March 31, 2005. The 200,000
shares of Class A Non-Voting Common Stock issued as a result of the conversion
were sold in open market transactions at the time of the related conversions.
The 200,000 shares of Class B Voting Common Stock converted are held as treasury
shares. The Company also holds 9,033 shares of Class A Non-voting Common Stock
in treasury, the cost of which is included in the Condensed Consolidated Balance
Sheets.

NOTE J: RECENT PRONOUNCEMENTS: SHARE-BASED PAYMENT - SFAS NO. 123 (REVISED 2004)

In December 2004, the Financial Accounting Standards Board issued SFAS No. 123
(revised 2004), "Share Based Payment" ("SFAS No. 123R"). The statement revises
SFAS No. 123 and supersedes APB 25, under which the Company currently accounts
for its share-based payments to its employees. SFAS No. 123R will be effective
for the Company beginning October 1, 2005, and will require the Company to
recognize as expense the grant-date fair value of share-based payments made to
employees. Pro forma disclosure will no longer be an alternative. SFAS No. 123R
also requires the benefits of tax deductions in excess of recognized
compensation cost to be reported as a financing cash flow, rather than as an
operating cash flow as required under current literature. This requirement will
reduce net operating cash flows and increase net financing cash flows in periods
after adoption.

SFAS No. 123R permits public companies to adopt its requirements using one of
two methods:

      1.    A "modified prospective" method in which compensation cost is
            recognized beginning with the effective date (a) based on the
            requirements of SFAS No. 123R for all share-based payments granted
            after the effective date and (b) based on the requirements of
            Statement 123 for all awards granted to employees prior to the
            effective date of SFAS No. 123R that remain unvested on the
            effective date.

      2.    A "modified retrospective" method which includes the requirements of
            the modified prospective method described above, but also permits
            entities to restate based on the amounts previously recognized under
            Statement 123 for purposes of pro forma disclosures either (a) all
            prior periods presented or (b) prior interim periods of the year of
            adoption.

Management has not yet determined the transition method it intends to use or the
impact that adoption of this pronouncement will have on its financial position
or results of operations.

                                       10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

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. See "Risk Factors"
on page 21 of this report.

Third Quarter Ended June 30, 2005 vs. Third Quarter Ended June 30, 2004

The following table presents selected, unaudited, consolidated financial data
with respect to the Company for the three-month periods ended June 30, 2005 and
2004 ("Fiscal 2005 Third Quarter" and "Fiscal 2004 Third Quarter,"
respectively):

                                                                      Three Months Ended          % or
                                                                           June 30,(a)            Point
                                                                      2005            2004      Change(b)
                                                                    --------        --------    ---------
                                                                                       
Net revenues:
           Sales                                                    $ 30,994        $ 30,782       0.7%
           Pawn service charges                                       14,722          13,835       6.4%
           Payday loan service charges                                10,231           6,191      65.3%
           Other                                                         303             333      (9.0)%
                                                                    --------        --------
                  Total revenues                                      56,250          51,141      10.0%
           Cost of goods sold                                         18,421          19,340      (4.8)%
                                                                    --------        --------
                  Net revenues                                      $ 37,829        $ 31,801      19.0%
                                                                    ========        ========
Other data:
           Gross margin                                                 40.6%           37.2%      3.4 pts.
           Average annual inventory turnover                             2.7x            2.6x      0.1 x
           Average inventory per pawn location at quarter-end       $    103        $    111      (7.2)%
           Average pawn loan balance per pawn location at           $    182        $    183      (0.5)%
           quarter-end
           Average yield on pawn loan portfolio                          130%            119%       11 pts.
           Pawn loan redemption rate                                      78%             77%        1 pt.
           Average payday loan balance per location offering
            payday loans at quarter-end                             $   35.1        $   24.5      43.3%
           Payday loan net defaults                                      5.2%            6.6%     (1.4)pts.
           Same store merchandise sales growth                           1.0%            3.9%     (2.9)pts.
           Same store pawn service charge growth                         6.4%            1.6%      4.8 pts.
           Same store payday loan service charge growth                 38.8%           90.1%    (51.3)pts.
Expenses and income as a percentage of net revenues (%):
           Operations                                                   62.6            68.6      (6.0)pts.
           Bad debt and other payday loan direct expenses                9.0             8.9       0.1 pts.
           Administrative                                               14.6            14.5       0.1 pts.
           Depreciation and amortization                                 5.4             5.8      (0.4)pts.
           Interest expense, net                                         0.8             1.0      (0.2)pts.
           Income before income taxes                                    8.8             2.4       6.4 pts.
           Net income                                                    5.6             0.8       4.8 pts.
Stores in operation:
           Beginning of period                                           472             335
           New openings                                                   12              30
           Sold, combined or closed                                        1               -
                                                                    --------        --------
           End of period                                                 483             365

                                                                    ========        ========
Average number of stores during the period                               477             351
Composition of ending stores:
           EZPAWN locations                                              280             280
           EZMONEY payday loan locations adjoining EZPAWNs               144              69
           EZMONEY payday loan locations - free standing                  59              16
                                                                    --------        --------
           Total stores in operation                                     483             365
                                                                    ========        ========
           EZPAWN locations offering payday loans                        112             188
           Total locations offering payday loans, including call
           center                                                        316             274

a     In thousands, except percentages, inventory turnover and store count.

b     In comparing the period differences between dollar amounts or per store
      counts, a percentage change is used. In comparing the period differences
      between two percentages, a percentage point (pt.) change is used.

                                       11

Nine Months Ended June 30, 2005 vs. Nine Months Ended June 30, 2004

The following table presents selected, unaudited, consolidated financial data
with respect to the Company for the nine-month periods ended June 30, 2005 and
2004 ("Fiscal 2005 Year-to-Date Period" and "Fiscal 2004 Year-to-Date Period,"
respectively):

                                                                      Nine Months Ended            % or
                                                                         June 30,(a)               Point
                                                                     2005            2004        Change(b)
                                                                   ---------       ---------     ---------
                                                                                        
Net revenues:
           Sales                                                   $ 107,577       $ 102,711      4.7%
           Pawn service charges                                       46,073          43,875      5.0%
           Payday loan service charges                                26,349          16,124     63.4%
           Other                                                         977           1,034     (5.5)%
                                                                   ---------       ---------
                  Total revenues                                     180,976         163,744     10.5%
           Cost of goods sold                                         64,235          61,130      5.1%
                                                                   ---------       ---------
                  Net revenues                                     $ 116,741       $ 102,614     13.8%
                                                                   =========       =========
Other data:
           Gross margin                                                 40.3%           40.5%    (0.2)pts.
           Average annual inventory turnover                             2.9x            2.6x     0.3x
           Average inventory per pawn location at quarter-end      $     103       $     111     (7.2)%
           Average pawn loan balance per pawn location at          $     182       $     183     (0.5)%
            quarter-end
           Average yield on pawn loan portfolio                          137%            128%       9pts.
           Pawn loan redemption rate                                      78%             77%       1pt.
           Average payday loan balance per location offering
            payday loans at quarter-end                            $    35.1       $    24.5     43.3%
           Payday loan net defaults                                      3.8%            5.6%    (1.8)pts.
           Same store merchandise sales growth                           1.5%            2.4%    (0.9)pts.
           Same store pawn service charge growth                         5.0%            0.7%     4.3pts.
           Same store payday loan service charge growth                 38.2%           75.7%   (37.5)pts.
Expenses and income as a percentage of net revenues (%):
           Operations                                                   60.3            62.7     (2.4)pts.
           Bad debt and other payday loan direct expenses                5.6             5.8     (0.2)pts.
           Administrative                                               14.7            16.4     (1.7)pts.
           Depreciation and amortization                                 5.2             5.5     (0.3)pts.
           Interest expense, net                                         0.8             1.1     (0.3)pts.
           Income before income taxes                                   14.8             9.7      5.1 pts.
           Net income                                                    9.5             6.1      3.4 pts.
Stores in operation:
           Beginning of period                                           405             284
           New openings                                                   79              81
           Sold, combined or closed                                        1               -
                                                                   ---------       ---------
           End of period                                                 483             365
                                                                   =========       =========
Average number of stores during the period                               451             321
Composition of ending stores:
           EZPAWN locations                                              280             280
           EZMONEY payday loan locations adjoining EZPAWNs               144              69
           EZMONEY payday loan locations - free standing                  59              16
                                                                   ---------       ---------
           Total stores in operation                                     483             365
                                                                   =========       =========
           EZPAWN locations offering payday loans                        112             188
           Total locations offering payday loans, including call         316             274
            center

a     In thousands, except percentages, inventory turnover and store count.

b     In comparing the period differences between dollar amounts or per store
      counts, a percentage change is used. In comparing the period differences
      between two percentages, a percentage point (pt.) change is used.

                                       12

OVERVIEW

The Company meets the short-term cash needs of the cash and credit constrained
consumer by offering convenient, non-recourse loans secured by tangible personal
property, commonly known as pawn loans, and short-term non-collateralized loans,
often referred to as payday loans. The Company makes pawn loans in its 280
EZPAWN locations and offers payday loans in 112 of its EZPAWN locations, 203
EZMONEY Mono-line payday loan locations ("EZMONEY stores"), and through its
Austin, Texas based call center.

The Company earns pawn service charge revenue on its pawn loans. 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% annually. The Company's average pawn loan amount has historically
averaged between $70 and $75, but varies depending on the valuation of each item
pawned. The allowable term of pawn loans also differs by state, but is typically
30 days with a 60-day grace period.

The Company earns payday loan service charge revenue on its payday loans. The
Company markets and services payday loans made by County Bank of Rehoboth Beach
("County Bank"), a federally insured Delaware bank, in 256 locations and its
call center. After origination of the loans, the Company may purchase a 90%
participation in the loans made by County Bank and marketed by the Company. In
59 of its locations, the Company makes payday loans under state law. The average
payday loan amount is approximately $405 and the terms are generally less than
30 days, averaging about 17 days. The service charge per $100 loaned is
typically $18 for a 7 to 23-day period, but varies in certain locations.

Effective July 15, 2005, 177 of the Company's Texas EZMONEY stores ceased
marketing County Bank payday loans. These EZMONEY stores registered as a Credit
Services Organization ("CSO") under Chapter 393 of the Texas Finance Code and
now provide fee-based advice, services and assistance to customers in obtaining
loans from an unaffiliated lender. The new CSO services include evaluating the
customers' creditworthiness using the Company's underwriting criteria.
Additionally, the Company's CSO services include issuing a letter of credit to
the unaffiliated lender on behalf of the Company's eligible customers to assist
them in obtaining a loan from the lender. In exchange for its CSO services, the
Company charges a fee of 20% of the principal loan amount. The lender's approval
or denial of loans to the customers is based on its independently defined
underwriting criteria. If the customers default on the loan, the unaffiliated
lender may make demand on the Company to pay under the letter of credit. The
Company would then attempt collection of the customers' obligations to the
Company on the letter of credit. The customers' letter of credit obligations
include unpaid principal, interest, and fees for insufficient funds, if any.
Operations are unchanged in all remaining stores. See "Risk Factors" discussed
on page 21 of this Form 10-Q.

In its 280 EZPAWN locations, the Company sells merchandise acquired primarily
through pawn loan forfeitures and, to a lesser extent, through purchases of
customer merchandise. The realization of gross profit on sales of inventory
depends primarily on the Company's assessment of the property's resale value.
Improper assessment of the resale value of the collateral in the lending or
purchasing process can result in the realization of a lower margin or reduced
marketability of the property.

In the Fiscal 2005 Third Quarter, the Company realized a 65% increase in payday
loan service charges while bad debt and other payday loan direct expense
measured as a percent of payday loan service charges declined 13 percentage
points to 33%. Gross profit from sales improved 10% primarily due to margin
improvement. Pawn service charge revenues improved 6% primarily due to improved
yields resulting from improved pawn loan redemptions and a statutory increase in
pawn service charge rates in its Colorado market. The Company's net income
improved to $2.1 million in the Fiscal 2005 Third Quarter from $0.3 million in
the Fiscal 2004 Third Quarter.

                                       13

RESULTS OF OPERATIONS

Third Quarter Ended June 30, 2005 vs. Third Quarter Ended June 30, 2004

The following discussion compares the results of operations for the Fiscal 2005
Third Quarter to the Fiscal 2004 Third Quarter. The discussion should be read in
conjunction with the accompanying financial statements and related notes.

The Company's Fiscal 2005 Third Quarter pawn service charge revenue increased
6.4%, or $0.9 million from the Fiscal 2004 Third Quarter to $14.7 million. This
increase was due to an eleven percentage point improvement in loan yields to
130%, offset by lower average loan balances during the Fiscal 2005 Third
Quarter. The increase in loan yields was due to the Company's efforts to improve
loan redemption rates and a statutory increase in pawn service charge rates in
its twenty-four Colorado stores. The Company's average balance of pawn loans
outstanding during the Fiscal 2005 Third Quarter was 2.3% lower and ending pawn
loans outstanding were 0.4% lower than in the Fiscal 2004 Third Quarter. The
Company believes the decrease in average pawn loan balance compared to the prior
year period is due to tighter underwriting in its pawn lending operation.

In the Fiscal 2005 Third Quarter, 91.2% ($13.4 million) of pawn service charge
revenue was collected in cash, and 8.8% ($1.3 million) resulted from an increase
in accrued pawn service charges receivable. In the comparable Fiscal 2004 Third
Quarter, 94.7% ($13.1 million) of pawn service charge revenue was collected in
cash and 5.3% ($0.7 million) resulted from an increase in accrued pawn service
charges receivable. The accrual of pawn service charges is dependent on the
Company's estimate of collectible loans in its portfolio at the end of each
quarter. Consistent with prior year treatment, the Company decreased its
estimate of collectible loans at June 30, 2005 in anticipation of lower loan
redemptions following the summer lending season.

Sales increased $0.2 million in the Fiscal 2005 Third Quarter compared to the
Fiscal 2004 Third Quarter, to $31.0 million, due to an increase in same store
sales. The table below summarizes the sales volume, gross profit, and gross
margins on the Company's sales during the quarters presented:

                                                                                   Quarter Ended June 30,
                                                                                   ----------------------
                                                                                     2005         2004
                                                                                     ----         ----
                                                                                   (Dollars in millions)
                                                                                           
Merchandise sales                                                                   $ 26.1       $ 25.9
Jewelry scrapping sales                                                                4.9          4.9
                                                                                    ------       ------
Total sales                                                                           31.0         30.8

Gross profit on merchandise sales                                                   $ 11.3       $ 10.3
Gross profit on jewelry scrapping sales                                                1.2          1.2

Gross margin on merchandise sales                                                     43.4%        39.8%
Gross margin on jewelry scrapping sales                                               25.5%        23.6%
Overall gross margin on sales                                                         40.6%        37.2%

The Fiscal 2005 Third Quarter overall gross margin on sales increased 3.4
percentage points from the Fiscal 2004 Third Quarter to 40.6%. This resulted
primarily from an improvement in margins on same store merchandise sales,
combined with the effect of improved gross margins on jewelry scrapping sales.
Margins on merchandise sales improved largely due to the $0.2 million reduction
in the inventory valuation allowance during the Fiscal 2005 Third Quarter,
compared to the $0.7 million increase in the allowance during the comparable
2004 quarter. The difference in inventory valuation allowance is due to the more
effective liquidation of aged general merchandise in the Fiscal 2005 Third
Quarter and the larger gross inventory balance in 2004. Changes in the inventory
valuation allowance are recorded in cost of goods sold, directly impacting the
Company's gross margins. Inventory shrinkage, also included in cost of goods
sold, was 1.4% of merchandise sales in the Fiscal 2005 Third Quarter compared to
1.6% in the Fiscal 2004 Third Quarter.

                                       14

Payday loan data are as follows:

                                                                                  Quarter Ended June 30,
                                                                                  ----------------------
                                                                                    2005         2004
                                                                                    ----         ----
                                                                                   (Dollars in thousands)
                                                                                          
Service charge revenue                                                            $ 10,231      $ 6,191
Bad debt:
        Net defaults on loans                                                       (2,928)      (2,297)
        Change in valuation allowance                                                 (259)        (293)
        NSF fees collected and other related costs                                      44           31
                                                                                  --------      -------
               Net bad debt                                                         (3,143)      (2,559)
Other direct transaction expenses                                                     (270)        (273)
Incremental expenses at EZMONEY stores                                              (3,687)        (999)
Incremental depreciation and amortization at EZMONEY stores                           (218)         (50)
Collection and call center costs (included in administrative expense)                 (368)        (213)
                                                                                  --------      -------
Contribution to operating income                                                  $  2,545      $ 2,097
                                                                                  ========      =======

Average payday loan balance outstanding during quarter                            $  9,481      $ 5,752
Payday loan balance at end of quarter                                             $ 11,089      $ 6,720
Average loan balance per participating location at end of quarter                 $   35.1      $  24.5
Participating locations at end of quarter, including call center                       316          274
     (whole numbers)
Net default rate (defaults net of collections, measured as a percent of
     loans made)                                                                       5.2%         6.6%

The Contribution to operating income presented above includes the effect of
incremental operating expenses at EZMONEY stores. Shared costs at EZMONEY stores
adjoining EZPAWN locations have been excluded from these figures.

Payday loan service charge revenue increased from the Fiscal 2004 Third Quarter
primarily due to higher average loan balances at existing stores and the
addition of new EZMONEY stores. In the Fiscal 2005 Third Quarter, 93.4% ($9.5
million) of payday loan service charge revenue was collected in cash and 6.6%
($0.7 million) resulted from an increase in accrued payday loan service charges
receivable. In the comparable Fiscal 2004 Third Quarter, 93.4% ($5.8 million) of
payday loan service charge revenue was collected in cash, and 6.6% ($0.4
million) resulted from an increase in accrued payday loan service charges
receivable.

Although payday loan service charge revenue increased $4.0 million (65.3%),
payday loan bad debt increased only $0.6 million (22.8%) in the Fiscal 2005
Third Quarter compared to the Fiscal 2004 Third Quarter. Net defaults were 5.2%
of loans made, compared to 6.6% in the Fiscal 2004 Third Quarter.

The Company provides a valuation allowance on payday loan principal and fees
receivable. Due to the short-term nature of these loans, the Company uses recent
net default rates and anticipated seasonal changes in the default rate as the
basis for its valuation allowance. At June 30, 2005, the valuation allowance was
$0.8 million, or 5.6% of the payday loan principal and fees receivable, compared
to $0.6 million, or 7.2% of payday loan principal and fees receivable at June
30, 2004.

The Company's incremental expenses at EZMONEY stores increased to $3.7 million
in the Fiscal 2005 Third Quarter from $1.0 million in the comparable Fiscal 2004
Third Quarter. The increase relates primarily to expenses at the 118 new EZMONEY
stores opened in the last twelve months, as well as a full quarter's operating
expenses at the 30 stores opened during the Fiscal 2004 Third Quarter.

Operations expense increased to $23.7 million in the Fiscal 2005 Third Quarter
from $21.8 million in the Fiscal 2004 Third Quarter, representing a 6.0
percentage point increase when measured as a percentage of net revenue. The $1.9
million net increase was comprised of a $2.7 million increase in operations
expense at EZMONEY stores, offset by a $0.8 million decrease in same store
operating expense. A significant decrease in robbery losses, due to more secure
safes in certain locations, caused the majority of the decrease in same-store
operating expense.

                                       15

Administrative expenses in the Fiscal 2005 Third Quarter were $5.5 million
compared to $4.6 million in the Fiscal 2004 Third Quarter, an increase of 0.1 of
a percentage point when measured as a percent of net revenue. The increase is
due primarily to an increase in labor and benefit costs ($0.9 million) and an
increase in payday loan collection and call center expenses ($0.2 million).

Depreciation and amortization expense was $2.1 million in the Fiscal 2005 Third
Quarter compared to $1.9 million in the comparable prior year period. The
increase related primarily to a $0.1 million charge for depreciation of
leasehold improvements related to a revised interpretation of the accounting
rules for renewal options in operating leases.

In the Fiscal 2005 Third Quarter, interest expense remained unchanged from the
Fiscal 2004 Third Quarter at $0.3 million. This resulted from lower average debt
balances offset by higher effective interest rates. At June 30, 2005, the
Company's total debt was $21.9 million compared to $31.2 million at June 30,
2004. The decrease in the debt balance was funded primarily by cash flow from
operations.

The Fiscal 2005 Third Quarter income tax expense was $1.2 million (36.0% of
pre-tax income) compared to $0.5 million (66.9% of pre-tax income) for the
Fiscal 2004 Third Quarter. In the Fiscal 2004 Third Quarter, the Company
increased its estimate of the effective tax rate for that full fiscal year from
34.5% to 37.0% due to non-deductible executive compensation and an increase in
state income taxes. No corresponding adjustment in rates was made in the Fiscal
2005 Third Quarter. The one percentage point decrease in rates expected for the
full fiscal year is due to the Company's expectation that all executive
compensation will be fully deductible in Fiscal 2005.

Operating income for the Fiscal 2005 Third Quarter increased $2.5 million from
the Fiscal 2004 Third Quarter to $3.2 million, primarily due to the $1.1 million
increase in gross profit from sales, the $0.9 million increase in pawn service
charges, and the $0.4 million incremental contribution from payday loans, offset
by the increase in administrative expense. After a $0.7 million increase in
income taxes related to the increased earnings and other smaller items, net
income improved to $2.1 million in the Fiscal 2005 Third Quarter from $0.3
million in the Fiscal 2004 Third Quarter.

Nine Months Ended June 30, 2005 vs. Nine Months Ended June 30, 2004

The following discussion compares the results of operations for the Fiscal 2005
Year-to-Date Period to the Fiscal 2004 Year-to-Date Period. The discussion
should be read in conjunction with the accompanying financial statements and
related notes.

The Company's Fiscal 2005 Year-to-Date Period pawn service charge revenue
increased 5.0%, or $2.2 million from the Fiscal 2004 Year-to-Date Period to
$46.1 million. This increase was due to a nine percentage point improvement in
loan yields to 137%, offset by lower average loan balances during the Fiscal
2005 Year-to-Date Period. The increase in loan yields was due to the Company's
efforts to improve loan redemption rates and an increase in pawn service charge
rates in its twenty-four Colorado stores. The Company's average balance of pawn
loans outstanding during the Fiscal 2005 Year-to-Date Period was 2.0% lower and
ending pawn loans outstanding were 0.4% lower than in the Fiscal 2004
Year-to-Date Period. The Company believes the decrease in the pawn loan balance
compared to the prior year period is due to tighter underwriting in its pawn
lending operation.

In the Fiscal 2005 Year-to-Date Period, 99.3% ($45.7 million) of recorded pawn
service charge revenue was collected in cash and 0.7% ($0.4 million) resulted
from an increase in accrued pawn service charges receivable. In the Fiscal 2004
Year-to-Date Period, 101.0% ($44.3 million) of recorded pawn service charge
revenue was collected in cash offset by a $0.4 million decrease in accrued pawn
service charges receivable. The accrual of pawn service charges is dependent on
the Company's estimate of collectible loans in its portfolio at the end of each
quarter. Consistent with prior year treatment, the Company decreased its
estimate of collectible loans at June 30, 2005 in anticipation of lower loan
redemptions during the summer lending season.

Sales increased $4.9 million in the Fiscal 2005 Year-to-Date Period compared to
the Fiscal 2004 Year-to-Date Period, to $107.6 million. The increase was due to
a $3.6 million increase in jewelry scrapping sales and a $1.3 million increase
in same store merchandise sales. The table below summarizes the sales volume,
gross profit, and gross margins on the Company's sales during the periods
presented:

                                       16

                                                         Nine Months Ended June 30,
                                                         --------------------------
                                                             2005         2004
                                                             ----         ----
                                                           (Dollars in millions)
                                                                   
Merchandise sales                                           $ 91.4       $ 90.1
Jewelry scrapping sales                                       16.2         12.6
                                                            ------       ------
Total sales                                                  107.6        102.7

Gross profit on merchandise sales                           $ 38.9       $ 38.1
Gross profit on jewelry scrapping sales                        4.4          3.5

Gross margin on merchandise sales                             42.5%        42.3%
Gross margin on jewelry scrapping sales                       27.5%        27.7%
Overall gross margin on sales                                 40.3%        40.5%

The Fiscal 2005 Year-to-Date Period overall gross margin on sales decreased 0.2
of a percentage point from the Fiscal 2004 Year-to-Date Period to 40.3%.
Although margins on merchandise sales increased 0.2 of a percentage point, the
overall gross margin decreased due to the disproportionate increase in jewelry
scrapping, which realizes a lower margin than merchandise sales. Inventory
shrinkage, included in cost of goods sold, was 1.5% of merchandise sales in the
Fiscal 2005 Year-to-Date Period compared to 1.6% in the Fiscal 2004 Year-to-Date
Period.

Payday loan data are as follows:

                                                                            Nine Months Ended June 30,
                                                                            --------------------------
                                                                                2005         2004
                                                                                ----         ----
                                                                             (Dollars in thousands)
                                                                                    
Service charge revenue                                                       $ 26,349     $ 16,124
Bad debt:
        Net defaults on loans, excluding sale of older bad debt                (6,375)      (5,021)
        Change in valuation allowance                                            (165)        (295)
        Sale of older bad debt                                                    905            -
        NSF fees collected and other related costs                                130          100
                                                                             --------     --------
               Net bad debt                                                    (5,505)      (5,216)
Other direct transaction expenses                                              (1,012)        (741)
Incremental expenses at EZMONEY stores                                         (8,907)      (1,655)
Incremental depreciation and amortization at EZMONEY stores                      (461)         (80)
Collection and call center costs (included in administrative expense)          (1,101)        (590)
                                                                             --------     --------
Contribution to operating income                                             $  9,363     $  7,842
                                                                             ========      =======

Average payday loan balance outstanding during period                        $  8,310     $  5,061
Payday loan balance at end of period                                         $ 11,089     $  6,720
Average loan balance per participating location at end of period             $   35.1     $   24.5
Participating locations at end of period, including call center                   316          274
     (whole numbers)
Net default rate (defaults net of collections, measured as a percent of
     loans made)                                                                  3.8%         5.6%
Net default rate, excluding sale of older bad debt                                4.4%         5.6%

The Contribution to operating income presented above includes the effect of
incremental operating expenses at EZMONEY stores. Shared costs at EZMONEY stores
adjoining EZPAWN locations have been excluded from these figures.

Payday loan service charge revenue increased from the Fiscal 2004 Year-to-Date
Period primarily due to higher average loan balances at existing stores and the
addition of new EZMONEY stores. In the Fiscal 2005 Year-to-Date Period, 97.1%
($25.6 million) of recorded payday loan service charge revenue was collected in
cash, and 2.9% ($0.8 million) resulted from an increase in accrued payday loan
service charges receivable. In the comparable Fiscal 2004

                                       17

Year-to-Date Period, 96.3% ($15.5 million) of recorded payday loan service
charge revenue was collected in cash, and 3.7% ($0.6 million) was due to an
increase in accrued payday loan service charges receivable.

Although payday loan service charge revenues increased 63.4%, payday loan bad
debt increased only 5.5% ($0.3 million) in the Fiscal 2005 Year-to-Date Period
compared to the Fiscal 2004 Year-to-Date Period, resulting in net defaults of
3.8% of loans made. In December 2004, the Company sold its older payday loan bad
debt to an outside agency for net proceeds of approximately $0.9 million, which
is reflected in the net bad debt in the Fiscal 2005 Year-to-Date Period.
Excluding this sale of older bad debt, the Company's payday loan net defaults
improved to 4.4% for the Fiscal 2005 Year-to-Date Period, compared to 5.6% in
the Fiscal 2004 Year-to-Date Period.

The Company provides a valuation allowance on payday loan principal and fees
receivable. Due to the short-term nature of these loans, the Company uses recent
net default rates and anticipated seasonal changes in the default rate as the
basis for its valuation allowance. At June 30, 2005, the valuation allowance was
$0.8 million, or 5.6% of the payday loan principal and fees receivable, compared
to $0.6 million, or 7.2% of payday loan principal and fees receivable at June
30, 2004.

The Company's incremental expenses at EZMONEY stores increased to $8.9 million
in the Fiscal 2005 Year-to-Date Period from $1.7 million in the comparable
Fiscal 2004 Year-to-Date Period. The increase relates primarily to expenses at
the 118 new EZMONEY stores opened in the last twelve months, as well as a full
period's operating expenses at the 81 stores opened during the Fiscal 2004
Year-to-Date Period.

Operations expense increased to $70.4 million in the Fiscal 2005 Year-to-Date
Period from $64.4 million in the Fiscal 2004 Year-to-Date Period, representing a
2.4 percentage point decrease when measured as a percentage of net revenue. The
$6.0 million net increase was comprised of a $7.3 million increase in operations
expense at EZMONEY stores, offset by a $1.3 million decrease in same store
operations expense. A significant decrease in robbery losses, due to more secure
safes in certain locations, caused the majority of the decrease in same-store
operating expense. Also included in operations expense in the Fiscal 2005
Year-to-Date Period is a $0.3 million charge for prior period rent related to a
revised interpretation of the accounting rules for operating leases and the
inclusion of optional renewal periods in the Company's calculation of rent
expense.

Administrative expenses in the Fiscal 2005 Year-to-Date Period were $17.2
million compared to $16.9 million in the Fiscal 2004 Year-to-Date Period, a 1.7
percentage point decrease when measured as a percent of net revenue. The
increase is comprised primarily of additional administrative labor and benefits
($1.5 million), payday loan collection and call center costs ($0.5 million), and
professional fees ($0.3 million) during the Fiscal 2005 Year-to-Date Period.
Offsetting these increases is a $0.7 million valuation allowance placed on a
note receivable from the Company's former Chief Executive Officer in the Fiscal
2004 Year-to-Date Period, with no corresponding amount in the Fiscal 2005 Third
Quarter. Also offsetting the overall increase is a $1.1 million reduction in
stock compensation related to restricted stock granted to the Company's Chief
Executive and Chairman in the Fiscal 2004 Year-to-Date Period with no
corresponding grants in the current year.

Depreciation and amortization expense was $6.0 million in the Fiscal 2005
Year-to-Date Period compared to $5.6 million in the Fiscal 2004 Year-to-Date
Period. The increase related primarily to an increase in depreciation of
leasehold improvements related to a second-quarter revised interpretation of the
accounting rules for renewal options in operating leases.

In the Fiscal 2005 Year-to-Date Period, interest expense decreased to $0.9
million from $1.2 million in the Fiscal 2004 Year-to-Date Period, primarily due
to lower average debt balances. At June 30, 2005, the Company's total debt was
$21.9 million compared to $31.2 million at June 30, 2004. The decrease in the
debt balance was funded primarily by cash flow from operations.

The Fiscal 2005 Year-to-Date Period income tax expense was $6.2 million (36.0%
of pre-tax income) compared to $3.7 million (37.0% of pre-tax income) for the
Fiscal 2004 Year-to-Date Period. The decrease in effective tax rate between
these periods is due to the Company's expectation that, unlike Fiscal 2004, all
executive compensation will be fully deductible in Fiscal 2005.

Operating income for the Fiscal 2005 Year-to-Date Period increased $6.9 million
from the Fiscal 2004 Year-to-Date Period to $16.7 million, primarily due to the
$2.2 million increase in pawn service charge revenue, the $1.8 million

                                       18

increase in sales gross profits, the $1.5 million greater contribution from
payday loans, and the $1.3 million improvement in non-EZMONEY store operations
expense. After a $2.5 million increase in income taxes related primarily to the
Company's increased earnings, net income improved to $11.0 million in the Fiscal
2005 Year-to-Date Period from $6.3 million in the Fiscal 2004 Year-to-Date
Period.

LIQUIDITY AND CAPITAL RESOURCES

In the Fiscal 2005 Year-to-Date Period, the Company's $17.6 million cash flow
from operations consisted of (i) net income plus several non-cash items,
aggregating to $21.6 million, offset by (ii) $4.0 million of changes in
operating assets and liabilities, primarily accounts payable, accrued expenses,
service charges receivable, prepaid expenses, and other current and non-current
assets. In the Fiscal 2004 Year-to-Date Period, the Company's $16.3 million cash
flow from operations consisted of (i) net income plus several non-cash items,
aggregating to $16.9 million, offset by (ii) $0.6 million of changes in
operating assets and liabilities.

The Company's $15.2 million of investments during the Fiscal 2005 Year-to-Date
Period were funded primarily by cash flow from operations. These investments
consisted of $9.4 million of payday loans made net of repayments, $0.4 million
of pawn loans made in excess of those repaid and recovered through the sale of
forfeited collateral, and $6.3 million invested in property and equipment,
offset by $0.9 million of dividends received from the Company's investment in
Albemarle and Bond.

The $3.1 million debt reduction during the Fiscal 2005 Year-to-Date Period was
funded primarily by cash flow from operations.

Below is a summary of the Company's cash needs to meet its future aggregate
contractual obligations in the full fiscal years ending September 30:

                                                                Payments due by Period
                                                                ----------------------
                                                         Less than 1                      More than 5
Contractual Obligations                         Total       year    1-3 years   3-5 years    years
- -----------------------                         -----       ----    ---------   ---------    -----
                                                                  (In thousands)
                                                                             
Long-term debt obligations                   $  21,900   $      -    $21,900    $      -    $      -
Interest on long-term debt obligations           3,034      1,214      1,820           -           -
Capital lease obligations                            -          -          -           -           -
Operating lease obligations                    106,991     14,941     27,167      21,216      43,667
Purchase obligations                                 -          -          -           -           -
Other long-term liabilities                          -          -                      -
                                             ---------   --------    -------    --------    --------
Total                                        $ 131,925   $ 16,155    $50,887    $ 21,216    $ 43,667
                                             =========   ========    =======    ========    ========

In the remaining three months of the fiscal year ending September 30, 2005, the
Company also plans to open an additional 25 to 30 EZMONEY stores offering payday
loans or fee-based credit services for an expected aggregate capital expenditure
of approximately $0.8 million, plus the funding of working capital and start-up
losses at these stores. While the Company anticipates that these new stores will
increase future earnings, it expects they will have a negative effect on
earnings and cash flow in their first year of operation.

The Company anticipates a one-time cash inflow of approximately $9.7 million in
July and August 2005 as it transitions 177 of its Texas EZMONEY stores from
marketing payday loans for County Bank to operating as a Credit Services
Organization, as described above. The Company previously purchased a 90%
participation in the loans made by County Bank at these stores. As the County
Bank loans are repaid, the Company will receive its pro rata share of amounts
collected. At June 30, 2005, the Company's participation in the County Bank
loans at these stores was $9.7 million. As a Credit Services Organization, these
stores now provide fee-based advice, services and assistance to customers in
obtaining loans from an unaffiliated lender, but will not participate in the
loans made by the lender.

The Company's $40.0 million credit agreement matures April 1, 2007. Under the
terms of the agreement, the Company had the ability to borrow an additional
$18.1 million at June 30, 2005. Advances are secured by the Company's assets.
Terms of the agreement require, among other things, that the Company meet
certain financial

                                       19

covenants. Payment of dividends and additional debt are allowed but restricted.
The amount of long-term debt obligations included in the table above is the
balance outstanding on the Company's revolving credit agreement at June 30,
2005. The outstanding balance fluctuates based on cash needs and the interest
rate varies in response to the Company's leverage ratio. For purposes of this
table, the Company assumed the current outstanding balance and interest rate
would be applicable through the maturity date of the credit agreement.

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

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.

USE OF ESTIMATES AND ASSUMPTIONS

Management's Discussion and Analysis of Financial Condition and Results of
Operations are based upon the Company's condensed consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial information. The
preparation of these financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenues, 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, the 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 materially from
the estimates under different assumptions or conditions.

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 interim condensed consolidated financial
statements provide a meaningful and fair perspective of the Company 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 interim report and the Company's
Annual Report as well as changes in business strategies, could adversely impact
the Company's consolidated financial position, results of operations, and cash
flows in future periods.

                                       20

RISK FACTORS

Important risk factors that could cause results or events to differ from current
expectations are described in the Company's Annual Report on Form 10-K for the
year ended September 30, 2004, and are supplemented by the additional factors
listed below. These factors are not intended to be an all-inclusive list of
risks and uncertainties that may affect the operations, performance,
development, results, or financial position of the business.

 -THE COMPANY IS REGISTERED IN TEXAS AS A CREDIT SERVICES ORGANIZATION ("CSO")
  IN 177 TEXAS EZMONEY STORES, AND AS A RESULT IS EXPOSED TO REGULATORY,
  LEGISLATIVE, AND LEGAL RISKS OR ACTIONS, AS WELL AS THE RISK THAT CUSTOMERS
  WILL NOT USE THE COMPANY'S CSO SERVICES, ANY OF WHICH COULD SIGNIFICANTLY
  IMPACT REVENUES AND EARNINGS.

Effective July 15, 2005, 177 of the Company's Texas EZMONEY stores ceased
marketing County Bank payday loans. These Texas EZMONEY stores now offer
fee-based advice, services, and assistance to customers in obtaining loans from
an unaffiliated lender. If the Company's customers do not utilize the new CSO
services to the same extent they have historically utilized payday loans, the
Company's revenues and earnings could decrease significantly. In addition, the
Company is exposed to regulatory, legislative, and legal risks that could limit
its ability to perform its CSO services, negatively impacting its revenues and
earnings.

 -THE COMPANY'S CSO REVENUES ARE DEPENDENT UPON ITS ABILITY TO HELP CUSTOMERS
  OBTAIN LOANS FROM AN INDEPENDENT LENDER. THE COMPANY CURRENTLY HAS AN INTERIM
  AGREEMENT WITH THE INDEPENDENT LENDER DATED JULY 14, 2005. THE INTERIM
  AGREEMENT HAS A TERM OF 30 DAYS WITH PROVISIONS FOR AUTOMATIC 30-DAY
  RENEWALS UNLESS EITHER PARTY GIVES THE OTHER PARTY 15 DAYS NOTICE OF ITS
  INTENT NOT TO RENEW THE AGREEMENT. THE TERMINATION OF THE INTERIM AGREEMENT
  COULD MATERIALLY IMPACT THE COMPANY'S EXPECTED REVENUES AND EARNINGS.

The Company and the lender are currently negotiating a longer-term, definitive
agreement, and each party has expressed its interest in a longer-term agreement
on substantially similar terms. If the Company is unsuccessful in finalizing the
longer-term, definitive agreement on similar terms or reaching a similar
agreement with another independent lender prior to a termination of the interim
agreement, its ability to arrange loans for the Company's customers may be
limited or eliminated, which could significantly decrease its expected revenues
and earnings. Despite the short-term nature of the interim agreement, the lender
has verbally committed to provide the Company sufficient notice and time to
reach agreements with other lenders in the event the independent lender elects
to cease its lending operations.

 -THE COMPANY FACES OTHER RISKS DISCUSSED UNDER QUALITATIVE AND QUANTITATIVE
  DISCLOSURES ABOUT MARKET RISK IN ITEM 3 OF THIS FORM 10-Q AND IN THE COMPANY'S
  ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 2004.

                                       21

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 and legislative risk in
relation to its payday loans and CSO services. 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 jewelry scrapping 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 during the remaining three months of
the fiscal year ending September 30, 2005 than they did in the comparable period
of 2004, the Company's interest expense during those three months would increase
by approximately $27,000. This amount is determined by considering the impact of
the hypothetical interest rates on the Company's variable-rate debt at June 30,
2005.

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 weakening in the U.K. pound during
the quarter ended March 31, 2005 (included in the Company's June 30, 2005
results on a three-month lag as described above) was approximately a $169,000
decrease to stockholders' equity. On June 30, 2005, the U.K. pound closed at
1.00 to 1.8048 U.S. dollars, a weakening from 1.8790 at March 31, 2005. 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.

FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q 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, new product risks, 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 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

Within the 90 days prior to the date of this report and 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 June 30, 2005 ("Evaluation Date").

                                       22

Based upon that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that, as of the Evaluation Date, the Company's disclosure
controls and procedures are effective to ensure that information 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.

(b) Changes in Internal Controls

There were no significant changes in the Company's internal controls or other
factors that could significantly affect these controls subsequent to the date of
their evaluation.

(c) Limitations on Controls

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.

                                       23

                                     PART II

ITEM 1. LEGAL PROCEEDINGS

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

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

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a)

Exhibit                                                                        Incorporated by
 Number                         Description                                      Reference to
- -------                         -----------                                    ---------------
                                                                         
10.92     First Amendment to Third Amended and Restated Credit Agreement
          between the Company and Wells Fargo Bank, N.A., as Agent and
          Issuing Bank, re: $40 million Credit Facility

31.1      Certification of Chief Executive Officer Pursuant to Section
          302 of the Sarbanes-Oxley Act of 2002

31.2      Certification of Chief Financial Officer Pursuant to Section
          302 of the Sarbanes-Oxley Act of 2002

32.1      Certification of Chief Executive Officer Pursuant to Section
          906 of the Sarbanes-Oxley Act of 2002

32.2      Certification of Chief Financial Officer Pursuant to Section
          906 of the Sarbanes-Oxley Act of 2002

      (b)

Reports on Form 8-K
- -------------------
 Filing      Date          Item Reported                    Information Reported
 ------      ----          -------------                    --------------------
                                      
  8-K       7/14/05      Item 8.01 - Other     Press release announcing new product offering.
                               Events

  8-K       7/20/05      Item 2.02 - Results   Quarterly earnings announcement and related
                         of Operations and     press release.
                         Financial Condition

                                       24

                                    SIGNATURE

Pursuant to the requirements 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.
                                                  ------------
                                                  (Registrant)

Date: August 2, 2005                          By: /s/ DAN N. TONISSEN
                                              -----------------------
                                                     (Signature)

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

                                       25

                                  EXHIBIT INDEX

Exhibit                                               Incorporated by
Number                 Description                      Reference to
- -------                -----------                    ---------------
                                                
 10.92     First Amendment to Third Amended and
           Restated Credit Agreement between the
           Company and Wells Fargo Bank, N.A.,
           as Agent and Issuing Bank, re:
           $40 million Credit Facility

 31.1      Certification of Chief Executive
           Officer Pursuant to Section 302 of the
           Sarbanes-Oxley Act of 2002

 31.2      Certification of Chief Financial
           Officer Pursuant to Section 302 of the
           Sarbanes-Oxley Act of 2002

 32.1      Certification of Chief Executive
           Officer Pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002

 32.2      Certification of Chief Financial
           Officer Pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002

                                       26

                                                                  EXHIBIT 10.92

                        FIRST AMENDMENT TO THIRD AMENDED
                          AND RESTATED CREDIT AGREEMENT

         This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
dated as of July 14, 2005 (this "Amendment"), is among EZCORP, INC., a Delaware
corporation (the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Agent for itself and the other Lenders (the "Agent") and as the Issuing Bank,
and the Lenders.

                                    RECITALS:

         A.       The Borrower, the Agent, the Lenders and the Issuing Bank have
previously entered into that certain Third Amended and Restated Credit Agreement
dated as of April 8, 2004 (as the same has been amended, restated or modified
from time to time, the "Agreement").

         B.       A new indirect subsidiary of the Borrower, EZMONEY Colorado,
Inc., a Delaware corporation ("EZMONEY Colorado"), was created on March 21,
2005, and prior to the execution of this Amendment, EZMONEY Colorado has
executed and delivered documents, agreements and instruments required pursuant
to Section 8.10 of the Agreement in order to be a Guarantor under the Loan
Documents.

         C.       The Borrower has requested amendments to certain provisions of
the Agreement that are impacted by its new credit services organization program
as herein specifically provided.

         D.       The Agent and the Lenders are willing to make such amendments
on the terms and subject to the conditions and to the extent set forth below.

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

                                   ARTICLE I

                                   Definitions

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

                                   ARTICLE II

                                   Amendments

         Section 2.1    Amendment to Section 1.1.  Effective as of the date
hereof, the following definitions in Section 1.1 of the Agreement are hereby
amended and restated in their entirety to read as follows:

                  "Senior Leverage Ratio" means, as of any Fiscal Quarter end,
         the ratio of (a) Senior Funded Debt, minus CSO LC Liabilities (to the
         extent included in Senior Funded Debt) to (b) EBITDA, in each case for
         such Fiscal Quarter and the prior three Fiscal Quarters.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                  "Total Leverage Ratio" means, as of any Fiscal Quarter end,
         the ratio of (a) Funded Debt, minus CSO LC Liabilities (to the extent
         included in Funded Debt) to (b) EBITDA, in each case for such Fiscal
         Quarter and the prior three Fiscal Quarters.

         Section 2.2    Addition to Section 1.1.  Effective as of the date
hereof, the following definitions are hereby added to Section 1.1 of the
Agreement in alphabetical order to read in their entirety as follows:

                  "CSO LC Issuer" means, with respect to any CSO LC, the
         Borrower or a Guarantor that issued such CSO LC.

                  "CSO LC" means, any letter of credit issued by a CSO LC Issuer
         to an unaffiliated third party lender for the account of a borrower of
         a consumer loan in connection with the CSO Program.

                  "CSO LC Disbursement" means a disbursement by a CSO LC Issuer
         to an unaffiliated third party lender in connection with a drawing
         under a CSO LC.

                  "CSO LC Liabilities" means, at any time, the sum of that
         portion of the aggregate amounts available to be drawn of all
         outstanding CSO LCs equal to the principal amounts of the consumer
         notes supported by such CSO LCs.

                  "CSO Program" means the credit services organization program
         implemented by the Borrower or any Guarantor in compliance with
         applicable provisions of law, including without limitation in those
         instances where Texas law is applicable, the Texas Finance Code and
         Sections 302 and 393 thereof.

         Section 2.3    Amendment to Section 2.1(b).  Effective as of the date
hereof, Section 2.1(b) of the Agreement is hereby amended and restated to read
in its entirety as follows:

         (b) the sum of the outstanding Swing Loan Advances, the Letter of
         Credit Liabilities and the CSO LC Liabilities.

         Section 2.4    Amendment to Section 2.7(a).  Effective as of the date
hereof, clause (i) of Section 2.7(a) of the Agreement is hereby amended and
restated in its entirety to read as follows:

         (i) which when added to the then outstanding Revolving Credit Loan
         Advances plus the outstanding Letter of Credit Liabilities plus the
         outstanding CSO LC Liabilities plus the outstanding Swing Loan Advances
         would exceed the Revolving Credit Commitments, and

         Section 2.5    Amendment to Section 2.9.  Effective as of the date
hereof, Section 2.9 of the Credit Agreement is amended by adding the phrase "or
any CSO LC Liabilities" to the end of the last sentence therein.

         Section 2.6    Amendment to Section 2.11(a).  Effective as of the date
hereof, the references to "outstanding Letter of Credit Liabilities" in Section
2.11(a) of the Agreement are hereby deleted and the references to "outstanding
Letter of Credit Liabilities and CSO LC Liabilities" are inserted in lieu
thereof.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT - Page 2

         Section 2.7    Amendment to Section 2.11(b).  Effective as of the date
hereof, the reference to the phrase "plus the Letter of Credit Liabilities" in
Section 2.11(b) of the Agreement is hereby deleted and the reference to the
phrase "plus the Letter of Credit Liabilities plus the CSO LC Liabilities" is
inserted in lieu thereof.

         Section 2.8    Amendment to Section 3.1(a)(ii)(B).  Effective as of the
date hereof, Section 3.1(a)(ii)(B) of the Agreement is hereby amended and
restated to read in its entirety as follows:

         (B) the sum of the outstanding Revolving Credit Loan Advances, CSO LC
         Liabilities and Swing Loan Advances

         Section 2.9    Amendment to Section 4.3.  Effective as of the date
hereof, the references to "the Letter of Credit Liabilities" in Section
4.3(a)(ii) and Section 4.3(b) of the Agreement are hereby deleted and the
reference to "the Letter of Credit Liabilities plus CSO LC Liabilities" is
inserted in each such subsection in lieu thereof.

         Section 2.10   Amendment to Section 8.1.  Effective as of the date
hereof, subsection (l) of Section 8.1 of the Agreement is hereby relettered
"(m)" and a new Section 8.1(l) is added to the Agreement to read in its entirety
as follows:

         Section 8.1(l) CSO Program Agreements.  As soon as available and in
any event within 30 days after the execution and delivery thereof, copies of
each agreement between the Borrower or any Guarantor and an unaffiliated, third
- - party lender in connection with any CSO Program and the contractual
arrangement between the parties thereto in connection therewith; and

         Section 2.11   Amendment to Section 9.1.  Effective as of the date
hereof, the word "and" appearing at the end of Section 9.1(e) of the Agreement
is hereby deleted, and the remaining provisions of such Section are hereby
amended and restated to read in their entirety as follows:

                  (f)      Debt consisting of CSO LCs; and

                  (g)      Debt (other than Debt described in clauses (a)
         through and including (f) above) in an aggregate amount not to exceed
         $500,000.00 at any one time outstanding.

         Section 2.12   Amendment to Section 9.5.  Effective as of the date
hereof, (a) clause (g) of Section 9.5 of the Agreement is hereby amended by
deleting the word "and" at the end thereof, (b) clause (h) of Section 9.5 of the
Agreement is hereby amended by deleting the period at the end of such clause and
inserting "; and" in lieu thereof and (c) a new clause (i) is hereby added to
Section 9.5 of the Agreement to read in its entirety a follows:

                  (i)      any CSO LC Disbursements made by the CSO LC Issuer in
         connection with the CSO Program.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT - Page 3

         Section 2.13   Amendment to Section 10.4.  Effective as of the date
hereof, the reference to the dollar amount "$8,000,000" in Section 10.4 of the
Agreement is hereby deleted and the reference to the dollar amount "$10,000,000"
is inserted in lieu thereof.

         Section 2.14   Amendment to Schedule 7.14.  Effective as of the date
hereof, all references to "Schedule 7.14" in the Agreement shall be deemed to
mean the "Schedule 7.14" attached hereto as Schedule 7.14.

         Section 2.15   Amendment to Exhibit C.  Effective as of the date
hereof, all references to "Exhibit C" in the Agreement shall be deemed to be
references to the "Exhibit C" attached hereto as Exhibit C.

                                  ARTICLE III

                              Conditions Precedent

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

                  (a)      Amendment. The Agent shall have received this
         Amendment executed by the Borrower, the Agent, the Issuing Bank and the
         Required Lenders and consented to by the Guarantors.

                  (b)      No Default. No Default shall have occurred and be
         continuing.

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

                  (d)      Amendment Fee. The Borrower shall have paid to the
         Agent for the account of the Lenders executing this Amendment a
         nonrefundable amendment fee in the amount of $15,000 to be shared pro
         rata among the Lenders who have executed and delivered this Amendment
         on or before August 3, 2005.

                  (e)      CSO Program Agreements. The Agent shall have received
         copies of the agreements currently in existence as described in and as
         required by Section 8.1(l) of the Agreement, as amended by this
         Amendment.

                  (f)      Legal Opinions. The Agent shall have received
         favorable opinions of legal counsel to the Borrower and each Guarantor,
         satisfactory to the Agent, as to such matters as the Agent may
         reasonably request.

                  (g)      Additional Documentation. The Agent shall have
         received such additional approvals, opinions or documents as the Agent
         or its legal counsel may reasonably request.

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT - Page 4

                                   ARTICLE IV

                  Ratifications, Representations and Warranties

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

         Section 4.2    Representations and Warranties.  The Borrower hereby
represents and warrants to the Lenders, the Agent and the Issuing Bank that (a)
the execution, delivery and performance of this Amendment and any and all other
Loan Documents executed and/or delivered in connection herewith have been
authorized by all requisite corporate action on the part of the Borrower and
will not violate the certificate of incorporation or bylaws of the Borrower, (b)
the representations and warranties contained in the Agreement, and any other
Loan Document are true and correct on and as of the date hereof as though made
on and as of the date hereof (except for such representations and warranties as
are limited by their express terms to a specific date), (c) effective upon the
execution of this Amendment and the Loan Documents executed in connection
herewith, no Default has occurred and is continuing, and (d) the Borrower is in
full compliance with all covenants and agreements contained in the Agreement as
amended hereby.

                                   ARTICLE V

                                  Miscellaneous

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

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

         Section 5.3    Expenses of Agent.  As provided in the Agreement,
Borrower agrees to pay on demand all costs and expenses incurred by the Agent in
connection with the preparation, negotiation, and execution of this Amendment
and the other Loan Documents executed pursuant hereto and any and all
amendments, modifications, and supplements thereto, including without limitation
the reasonable costs and fees of the Agent's legal counsel, and all costs and
expenses incurred by the Agent in connection with the enforcement or
preservation of any rights under the

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT - Page 5

Agreement or any other Loan Document, including without limitation the
reasonable costs and fees of the Agent's legal counsel.

         Section 5.4    Severability.  Any provision of this Amendment held by
a court of competent jurisdiction to be invalid or unenforceable shall not
impair or invalidate the remainder of this Amendment and the effect thereof
shall be confined to the provision so held to be invalid or unenforceable.

         Section 5.5    Applicable Law.  This Amendment and all other Loan
Documents executed pursuant hereto shall be governed by and construed in
accordance with the laws of the State of Texas and the applicable laws of the
United States of America.

         Section 5.6    Successors and Assigns.  This Amendment is binding upon
and shall inure to the benefit of the Lenders, the Agent, the Issuing Bank and
the Borrower and their respective successors and assigns, except the Borrower
may not assign or transfer any of its rights or obligations hereunder without
the prior written consent of the Lenders and the Agent.

         Section 5.7    Counterparts.  This Amendment may be executed in one or
more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the same
instrument. Signatures transmitted by facsimile, email or other electronic
medium shall be effective as originals.

         Section 5.8    Headings.  The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.

         Section 5.9    ENTIRE AGREEMENT.  THIS AMENDMENT AND ALL OTHER
INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH
THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY AND ALL PRIOR
COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR
ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES
HERETO.

                  [Remainder of Page Intentionally Left Blank]

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT - Page 6

Executed as of the date first written above.

                                       BORROWER:

                                       EZCORP, INC.

                                       By:
                                           ------------------------------------
                                           Name:
                                                 ------------------------------
                                           Title:
                                                  -----------------------------

                                       AGENT, ISSUING BANK AND LENDERS:

                                       WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                       as Agent, Issuing Bank and a Lender

                                       By:
                                           ------------------------------------
                                           Richard Gan
                                           Vice President

                                       GUARANTY BANK,
                                       as a Lender

                                       By:
                                           ------------------------------------
                                           Name:
                                                 ------------------------------
                                           Title:
                                                  -----------------------------

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT - SIGNATURE PAGE

         The Guarantors hereby consent and agree to this Amendment and agree
that the Guaranty shall remain in full force and effect and shall continue to
(i) guarantee the Guaranteed Indebtedness (as defined in the Guaranty), and (ii)
be the legal, valid and binding obligation of the Guarantors and enforceable
against the Guarantors in accordance with its terms. In addition, the Guarantors
hereby agree that each Subsidiary Security Agreement, the Contribution and
Indemnification Agreement and each Real Property Security Document shall remain
in full force and effect and shall continue to (i) secure the Obligations (as
defined in the Loan Documents other than the Real Property Security Documents)
and the Debt (as defined in the Real Property Security Documents), and (ii) be
the legal, valid and binding obligation of the Guarantors and enforceable
against the Guarantors and collateral in accordance with their respective terms.

                                        OBLIGATED PARTIES:
                                        -----------------
                                        EZCORP INTERNATIONAL, INC.
                                        EZMONEY COLORADO, INC.
                                        EZMONEY HOLDINGS, INC.
                                        EZMONEY MANAGEMENT, INC.
                                        EZPAWN ALABAMA, INC.
                                        EZPAWN ARKANSAS, INC.
                                        EZPAWN COLORADO, INC.
                                        EZPAWN FLORIDA, INC.
                                        EZPAWN HOLDINGS, INC.
                                        EZPAWN INDIANA, INC.
                                        EZPAWN LOUISIANA, INC.
                                        EZPAWN NEVADA, INC.
                                        EZPAWN OKLAHOMA, INC.
                                        EZPAWN TENNESSEE, INC.
                                        PAYDAY LOAN MANAGEMENT, INC.
                                        TEXAS EZPAWN MANAGEMENT, INC.

                                       By:
                                           ------------------------------------
                                           Name:
                                                 ------------------------------
                                           Title:
                                                  -----------------------------

                                       TEXAS EZPAWN, L.P.

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

                                       By:
                                           ------------------------------------
                                           Name:
                                                 ------------------------------
                                           Title:
                                                  -----------------------------

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT - SIGNATURE PAGE

                                       TEXAS PRA MANAGEMENT, L.P.

                                       By:  EZMoney Management, Inc.,
                                            its sole general partner

                                       By:
                                           ------------------------------------
                                           Name:
                                                 ------------------------------
                                           Title:
                                                  -----------------------------

                                       TEXAS EZMONEY, L.P.

                                       By:  PAYDAY LOAN MANAGEMENT, INC.,
                                            its sole general partner

                                       By:
                                           ------------------------------------
                                           Name:
                                                 ------------------------------
                                           Title:
                                                  -----------------------------

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT - SIGNATURE PAGE

                                  SCHEDULE 7.14

                              List of Subsidiaries

                                                                                                                         Number of
                                                                                                                         Shares or
                                  Type of     Jurisdiction       Federal                                Foreign            Percent
Corporate Name                     Entity      of Entity         Tax I.D.       State I.D. Number     Jurisdictions       Interest
- --------------                    -------     ------------       --------       -----------------     -------------      ---------
                                                                                                       
EZCORP, Inc.                    Corporation    Delaware         74-2540145         2196789                TX

EZCORP INTERNATIONAL, INC.      Corporation    Delaware         74-2874123         2870970                N/A               1,000

EZPAWN Alabama, Inc.            Corporation    Delaware         74-2643349         2307445                AL                1,000

EZPAWN Arkansas, Inc.           Corporation    Delaware         74-2629548         2292291                AR                1,000

EZPAWN Colorado, Inc.           Corporation    Delaware         74-2629549         CO - 2284741/          CO & TX           1,000
                                                                                   TX - 8700005692

EZPAWN Florida, Inc.            Corporation    Delaware         74-2655620         2313729                FL                1,000

EZPAWN Indiana, Inc.            Corporation    Delaware         74-2655624         2317132                IN                1,000

EZMoney Management, Inc.        Corporation    Delaware         74-2655625         2307447                TX                1,000

EZPAWN Louisiana, Inc.          Corporation    Delaware         74-2704187         2392318                LA                1,000

EZPAWN Nevada, Inc.             Corporation    Delaware         74-2672899         NV - 2328220/          NV & CA           1,000
                                                                                   CA - 2010557

EZPAWN Oklahoma, Inc.           Corporation    Delaware         74-2621073         2284738                OK                1,000

EZMoney Holdings, Inc.          Corporation    Delaware         74-2672902         2326107                N/A               1,000

EZPAWN Tennessee, Inc.          Corporation    Delaware         74-2641965         2302767                TN                1,000

EZPAWN Holdings, Inc.           Corporation    Delaware         74-2540146         2198785                MS                  100

Texas EZPAWN Management, Inc.   Corporation    Delaware         74-2689697         2361958                TX                1,000

Texas EZPAWN L.P.               Limited        Texas            74-2689698         7127110
                                Partnership

Texas PRA Management, L.P.      Limited        Texas            02-0596091         800081488
                                Partnership
Texas EZMONEY, L.P.             Limited        Texas            83 - 0360848       800210635
                                Partnership

                                 Schedule 7.14

                                                                                                                         Number of
                                                                                                                         Shares or
                                  Type of     Jurisdiction       Federal                                Foreign            Percent
Corporate Name                     Entity      of Entity         Tax I.D.       State I.D. Number     Jurisdictions       Interest
- --------------                    -------     ------------       --------       -----------------     -------------      ---------
                                                                                                       
Payday Loan Management, Inc.    Corporation    Delaware         83 - 0360843       800220645              TX                1,000

EZMONEY Colorado, Inc.          Corporation    Delaware         20 - 2531048       20051041748            CO                1,000

                                 Schedule 7.14

                                    EXHIBIT C

                              ADVANCE REQUEST FORM

TO:      Wells Fargo Bank, National Association, as Agent
         111 Congress Avenue, Suite 300
         Austin, Texas 78701
         Attention:  Richard Gan
                     Vice President

Gentlemen:

         The undersigned is an officer of EZCORP, Inc. (the "Borrower"), and is
authorized to make and deliver this certificate pursuant to that certain Third
Amended and Restated Credit Agreement dated as of April 8, 2004, among the
Borrower, Wells Fargo Bank, National Association, as Agent, as Issuing Bank, as
Lender, and as Swing Lender, and the other Lenders named therein (as the same
has been amended, restated, modified, or supplemented from time to time being
referred to herein as the "Credit Agreement"). All terms defined in the Credit
Agreement shall have the same meaning herein. In accordance with the Credit
Agreement, the Borrower hereby (check whichever is applicable):

         ___      1.    Requests that the Swing Lender make a Swing Loan
Advance under the Swing Loan in the amount set forth in item (I)(e) below on the
date set forth in item (I)(f) below.

         ___      2.    Requests that the Lenders with a Revolving Credit
Commitment make a Base Rate Advance under the Revolving Credit Loan in the
amount set forth in item (I)(e) below on the date set forth in item (I)(f)
below.

         ___      3.    Requests that the Lenders with a Revolving Credit
Commitment make a Eurodollar Advance under the Revolving Credit Loan in the
amount set forth in item (I)(e) below on the date set forth in item (I)(f) below
with an Interest Period of:

                                            one month
                  ------------------
                                            two months
                  ------------------
                                            three months
                  ------------------
                                            six months
                  ------------------

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

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

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

         (iii)    No Material Adverse Effect has occurred since the date of the
most recent financial statements delivered to the Agent and the Lenders pursuant
to Section 8.1 of the Credit Agreement.

                                       1

         (iv)     The amount of the Revolving Credit Loan Advance requested
hereunder, if any, when added to all outstanding Revolving Credit Loan Advances,
Swing Loan Advances, Letter of Credit Liabilities and CSO LC Liabilities, will
not exceed the Revolving Credit Commitments.

         (v)      The amount of the Swing Loan Advance requested hereunder, if
any, when added to all outstanding Swing Loan Advances, will not exceed the
lesser of (x) the Swing Commitment, and (y) the Revolving Credit Commitments
minus the sum of the outstanding Revolving Credit Loan Advances, the Letter of
Credit Liabilities and the CSO LC Liabilities.

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

                  I. Advance Request Information for Revolving Credit Loans or
                  Swing Loans

                                                                                          
         (a)      (1)     Aggregate amount of Revolving Credit Commitments                         $____________

                  (2)     Amount of Swing Commitment                                               $____________

         (b)      (1)     Outstanding principal amount of (A) Revolving Credit Loan Advances
                          and (B) Swing Loan Advances                                              $____________

                  (2)     Outstanding Letter of Credit Liabilities                                 $____________

                  (3)     Outstanding CSO LC Liabilities                                           $____________

                  (4)     Line (b)(1)(A) and (B) plus Line (b)(2) plus Line (b)(3)                 $____________

         (c)      Net availability of credit under the Revolving Credit Commitment:
                  (Line (a)(1) minus Line (b)(4))                                                  $____________

         (d)      Net availability of credit under Swing Commitment (lesser of (1) Line
                  (a)(2) minus Line (b)(1)(B), and (ii) Line (a)(1) minus Line (b)(4)              $____________

         (e)      Amount of requested Revolving Credit Loan Advance or Swing Loan Advance          $____________

         (f)      Date of requested Revolving Credit Loan Advance or Swing Loan Advance            _______, 200___

                                    BORROWER:

                                  EZCORP, INC.

                                       By:
                                           ------------------------------------
                                           Name:
                                                 ------------------------------
                                           Title:
                                                  -----------------------------

Dated as of:
                  --------------------------------------------
                  [insert date of requested Advance]

                                       2

                                                                    EXHIBIT 31.1

                                  CERTIFICATION

I, Joseph L. Rotunda, certify that:

      1.    I have reviewed this Quarterly Report on Form 10-Q 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: August 2, 2005

                                            /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 Quarterly Report on Form 10-Q 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: August 2, 2005

                                                   /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 Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 2005 (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: August 2, 2005

                                            /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 Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 2005 (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: August 2, 2005

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