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

(MARK ONE)

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

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001

                                       OR

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

FOR THE TRANSITION PERIOD FROM ______________ TO _____________

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

                                   ----------

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

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

            1901 CAPITAL PARKWAY
             AUSTIN, TEXAS                                  78746
(Address of principal executive offices)                  (Zip code)

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

                                   ----------

           Securities Registered Pursuant to Section 12(b) of the Act:
                                      None
           Securities Registered Pursuant to Section 12(g) of the Act:

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

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

The only class of voting securities of the registrant issued and outstanding is
the Class B Voting Common Stock, par value $.01 per share, 100% of which is
owned by one record holder who is an affiliate of the registrant. There is no
trading market for the Class B Voting Common Stock. The aggregate market value
of the Class A Non-voting Common Stock held by non-affiliates of the registrant
as of November 30, 2001, based on the closing price on The Nasdaq Stock Market
on such date, was $15.4 million.

As of November 30, 2001, 10,937,841 shares of the registrant's Class A
Non-Voting Common Stock, par value $.01 per share and 1,190,057 shares of the
registrant's Class B Voting Common Stock, par value $.01 per share were
outstanding.

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                                  EZCORP, INC.
                          YEAR ENDED SEPTEMBER 30, 2001
                               INDEX TO FORM 10-K

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

                                               PART I.

1.       Business                                                                                 3
2.       Properties                                                                              16
3.       Legal Proceedings                                                                       18
4.       Submission of Matters to a Vote of Security Holders                                     18

                                              PART II.

5.       Market for Registrant's Common Equity and Related Stockholder Matters                   19
6.       Selected Financial Data                                                                 20
7.       Management's Discussion and Analysis of Financial Condition and Results
         of Operations                                                                           21
7A.      Qualitative and Quantitative Disclosures About Market Risk                              26
8.       Financial Statements and Supplementary Data                                             28
9.       Changes in and Disagreements with Accountants on Accounting and Financial
         Disclosure                                                                              49

                                              PART III.

10.      Directors and Executive Officers of the Registrant                                      50
11.      Executive Compensation                                                                  53
12.      Security Ownership of Certain Beneficial Owners and Management                          59
13.      Certain Relationships and Related Party Transactions                                    61

                                              PART IV.

14.      Financial Statement Schedules, Exhibits, and Reports on Form 8K                         62

                                             SIGNATURES

                                     PART I

ITEM 1. BUSINESS

EZCORP, Inc. (the "Company") is a Delaware corporation with its principal
executive offices located at 1901 Capital Parkway, Austin, Texas 78746. Its
telephone number is (512) 314-3400. References to the Company include the
subsidiaries listed in Exhibit 22.1.

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

GENERAL

The Company is primarily engaged in operating pawnshops which function as
convenient sources of consumer credit and as value-oriented specialty retailers
of primarily previously owned merchandise. Through its lending function, the
Company makes relatively small, non-recourse loans secured by pledges of
tangible personal property. The Company contracts for a pawn service charge to
compensate it for each pawn loan. Pawn service charges, which generally range
from 12% to 300% per annum, are calculated based on the dollar amount and
duration of the loan and accounted for approximately 29% of the Company's
revenues for the year ended September 30, 2001 ("Fiscal 2001"). In Fiscal 2001,
approximately 76% of the pawn loans made by the Company were redeemed in full or
were renewed or extended through the payment of the pawn service charges. In
most states in which the Company operates, collateral is held one month with a
60-day extension period after which such collateral is forfeited for resale.

The Company also offers non-collateralized short-term loans, commonly referred
to as "payday loans" in most of its pawnshops. These short-term loans are made
based on a customer's credit history and are for periods ranging from one to 31
days, averaging about 15 days, for a fee of $15 to $20 per $100 loaned.

As of December 1, 2001, the Company operated 283 locations: 182 in Texas, 24 in
Colorado, 20 in Oklahoma, 18 in Florida, 15 in Indiana, 8 in Alabama, 4 in
Nevada, 3 in Tennessee, 3 in Louisiana, 3 in Mississippi, 2 in California, and 1
in Arkansas.

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

LENDING ACTIVITIES

The Company is primarily engaged in the business of making pawn loans, which
typically are relatively small, non-recourse loans secured by pledges of
tangible personal property. As of September 30, 2001, the Company had
approximately 646,000 loans outstanding, representing an aggregate principal
balance of $47.1 million. The Company contracts for a pawn service charge to
compensate it for a pawn loan. A majority of the Company's pawn loans are in
amounts that permit pawn service charges of 20% per month or 240% per annum. For
Fiscal 2001, pawn service charges accounted for approximately 29% of the
Company's total revenues.

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

                                       3

The pledged property is held through the term of the loan, which in Texas is one
month with an automatic 60-day grace period, unless repaid or renewed earlier.
The Company seeks to maintain a redemption rate (the percent of loans made that
are redeemed, renewed, or extended) between 70% and 80%, and in each of the
Company's last three fiscal periods, it achieved this targeted redemption rate.
The redemption rate is maintained through loan policy and proper implementation
of such policy at the store level. If a borrower does not repay, extend, or
renew a loan, the collateral is forfeited to the Company and then becomes
inventory available for sale in the Company's pawnshops. The Company does not
record loan losses or charge-offs of pawn loans because the principal amount of
an unpaid loan becomes the inventory carrying cost of the forfeited collateral.
The Company evaluates the salability of inventory and provides an allowance for
valuation of inventory, based on the type of merchandise, recent sales trends
and margins, and the age of merchandise.

The table below shows the dollar amount of loan activity by the Company for the
fiscal years ended September 30, 1999, 2000 and 2001:

                                                                           Fiscal Years Ended September 30,
                                                                           --------------------------------
                                                                             1999        2000        2001
                                                                           --------    --------    --------
                                                                                (dollars in millions)
                                                                                          
Loans made                                                                 $  208.2    $  187.6    $  185.1
Loans repaid                                                                 (126.3)     (122.2)     (113.8)
Loans forfeited                                                               (77.9)      (71.8)      (71.1)
Loans acquired (sold)                                                           0.3        (0.6)         --
                                                                           --------    --------    --------
Net increase (decrease) in pawn loans outstanding at the end
   of the year                                                             $    4.3    $   (7.0)   $    0.2

The realization of gross profit on sales of inventory primarily depends on the
Company's initial assessment of the property's resale value. Improper assessment
of the resale value of the collateral in the lending function can result in
reduced marketability of the property and the realization of a lower margin.
Jewelry, which constitutes approximately 60% of the principal amount of items
pledged, can be evaluated primarily based on weight, carat content, and value of
gemstones, if any. The other items pawned typically consist of consumer
electronics, tools, and musical instruments. These can be evaluated based on
recent sales experience and the selling price of similar new merchandise,
adjusted for age, wear, and obsolescence.

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

Of the Company's 283 operating locations as of December 1, 2001, 182 were stores
located in Texas. Accordingly, Texas pawnshop laws and regulations govern most
of the Company's operations. In Texas, pawnshop operations are regulated by the
Office of Consumer Credit Commissioner in accordance with Chapter 371 of the
Texas Finance Code, commonly known as the Texas Pawnshop Act (the "Pawnshop
Act") and Rules of Operation for Pawnshops (the "Rules"). See "Regulation".

The maximum allowable pawn service charges for stratified loan amounts made in
the State of Texas are set in accordance with Texas law under the Pawnshop Act.
Historically, the maximum allowable pawn service charges under Texas law have
not changed; however, the stratified loan amounts have been adjusted upward each
year. The maximum allowable pawn service charges under the Pawnshop Act for the
various stratified loan amounts for the periods indicated below are as follows:

                                       4

              SCHEDULE OF APPLICABLE LOAN SERVICE CHARGES FOR TEXAS

                                                                                        Maximum
                                                                                    Allowable Annual
                         Amount Financed per Pawn Loan                              Percentage Rate
      --------------------------------------------------------------------------    ---------------
                                   Two months ended            Ten months ending
      Year Ended June 30,             August 31,                   June 30,
             2001                        2001                        2002
      -------------------          -----------------           -----------------
                                                                           
        $    1 to $   144          $    1 to $   150           $    1 to $   150          240%
        $  145 to $   480          $  151 -  $   500           $  151 -  $ 1,000          180%
        $  481 to $ 1,440          $  501 -  $  1500           $1,001 -  $ 1,500           30%
        $1,441 to $12,000          $1,501 to $12,500           $1,501 to $12,500           12%

Under Texas law, there is a ceiling on the maximum allowable pawn loan. For year
ended June 30, 2001, the loan ceiling was $12,000. For the year ending June 30,
2002, the loan ceiling is $12,500. The Company's average loan amount at the end
of Fiscal 2001 was approximately $73.

In addition to pawn loans, the Company offers unsecured short-term loans,
commonly referred to as "payday loans" in most of its pawnshops. In a limited
number of locations, the Company originates short-term loans. In most locations,
the Company markets, services, processes, and collects short-term loans
originated by County Bank, a federally insured Delaware banking corporation.
After origination of the short-term loans, the Company is entitled to purchase
an 85% participation in the loans made by County Bank and marketed by the
Company. Short-term loan terms range from one to 31 days, averaging about 15
days. The fee per $100 loaned is typically $18 per 14-day period, but varies in
certain locations. The loans and related fees reported in the Company's
consolidated financial statements reflect only the Company's participation
interest in such loans.

Unlike pawn loans, short-term loans are unsecured, and the Company provides for
a valuation allowance on both the principal and fees receivable based on recent
default and collection experience. At September 30, 2001, the valuation
allowance was 9.5% of the short-term loan principal and fees receivable. The
Company considers a loan defaulted if the loan has not been repaid or refinanced
by the maturity date. Although defaulted loans may be collected through
subsequent collection efforts, the Company charges defaulted loans to bad debt
when they default. When defaulted loans are collected, the amount collected is
recorded as a reduction of bad debt at the time of collection.

RETAIL ACTIVITIES

Jewelry sales represent approximately 40% of the Company's merchandise sales
with the remaining sales consisting primarily of consumer electronics, tools,
sporting goods, and musical instruments. The Company believes its ability to
offer quality used merchandise at prices significantly lower than original
retail prices attracts value-conscious customers. The Company obtains its
inventory primarily from unredeemed collateral, and to a lesser extent, from
purchases from the general public and from wholesale sources. For Fiscal 2001,
purchases from the general public and from wholesale sources constituted
approximately 9% of the dollar value of inflows to inventory. During Fiscal
2001, $70.9 million of merchandise was added to inventory through forfeited
collateral. For Fiscal 2001, retail activities accounted for approximately 69%
of the Company's total revenues, but only 46% of the Company's net revenue,
after deducting cost of goods sold on merchandise sales.

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

The Company does not give prospective buyers any warranties on most merchandise
sold through its retail operations, except for certain purchases of new,
wholesale-purchased merchandise, which may

                                       5

have a limited manufacturer's warranty. Prospective buyers may purchase an item
on layaway, whereby a prospective purchaser will typically put down a minimum of
20% of an item's purchase price as a customer layaway deposit. The Company will
hold the item for a 90-day period during which the customer is required to pay
for the item in full. As of September 30, 2001, the Company had $2.1 million in
customer layaway deposits and payments.

The Company's overall inventory is stated at the lower of cost or market. The
Company provides inventory reserves for shrinkage and cost in excess of market
value. The Company estimates these reserves through study and analysis of sales
trends, inventory turnover, inventory aging, margins achieved on recent sales,
and shrinkage. Valuation allowances, including shrinkage reserves, amounted to
$1.1 million as of September 30, 2001. At September 30, 2001, total inventory on
hand was $34.2 million, after deducting such allowance for shrinkage and
valuation of inventory.

SEASONALITY

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

OPERATIONS

GENERAL

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

STORE MANAGEMENT

A typical Company store employs five to six people consisting of a manager, an
assistant manager, and three to four sales and lending representatives. Store
managers are specifically responsible for ensuring that their store is run in
accordance with the Company's established policies and procedures, and for
operating their store according to performance parameters consistent with the
Company's store operating guidelines. Each store manager reports to one of
approximately 33 area managers who are responsible for the stores within a
specific operating region. Area managers are responsible for the performance of
all stores within their area and report to one of four regional directors.
Regional directors, area managers, store managers, and assistant managers
receive incentive compensation based on their region, area, or store performance
to an operating budget. This incentive compensation typically ranges between 10%
and 25% of their total compensation, plus a gain-sharing component for store and
area managers whose stores exceed planned levels of earnings.

MANAGEMENT INFORMATION SYSTEMS AND CONTROLS

The Company has a store level point of sale (POS) system that automates the
recording of all store-level transactions. Financial summary data from all
stores is retrieved and processed at the corporate office each day and is
available for management review by early morning for the preceding day's
transactions. This information is available to field management via the
Company's internal network. The Company's communications network provides access
to each store from the corporate offices. During Fiscal 2000, the Company
completed the development of a new, three-tier architecture, store-level system.
This new system will provide additional store level functionality, increase
service offerings, enhance reporting and controls, and provide software and
hardware scalability. The company tested this new system in 51 of its 283 stores
in Fiscal 2001. The Company plans to install this new system in all its
locations by the end of Fiscal 2002.

                                       6

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

HUMAN RESOURCES

As of September 30, 2001, the Company employed approximately 1,900 people. The
Company believes that its success is dependent upon its employees' ability to
make loans that achieve optimum redemption rates, to sell retail merchandise
effectively, and to provide prompt and courteous customer service. The Company
seeks to hire people who will become long-term, career employees. To achieve the
Company's long-range personnel goals, the Company strives to develop its
employees through a combination of learner-controlled instruction, classroom
training, and supervised on-the-job loan and sales training for new employees.
All employees go through periodic competency checks and all new employees go
through a learner-controlled instruction program. Managers attend on-going
management skills and operations performance training. Regional directors and
area managers receive training on how to effectively motivate employees and how
to increase each store's profitability. The Company's management believes that
its managers, at all levels, are the principal trainers in the organization.

The Company anticipates that store manager candidates will be promoted primarily
from the ranks of existing store employees and has created a process for
forecasting future needs and identifying potential internal candidates for
position openings. The Company's career development plan develops and advances
employees within the Company, and provides training for the efficient
integration of experienced retail managers and pawnbrokers from outside the
Company.

In Texas, each pawnshop employee must be licensed in order to make loans.
Employee pawnshop licenses are renewed annually. The licensing process and
renewals both include a review of each individual's background.

TRADE NAME

At December 1, 2001, the Company operated 281 of its pawnshops under the name
"EZ Pawn" and two locations under the name "EZMONEY." Both names are registered
with the United States Patent and Trademark Office.

GROWTH AND EXPANSION

In Fiscal 1998, the Company began expanding rapidly. In Fiscal 1998 and Fiscal
1999, the Company added a net 37 and 45 stores. Typically new stores turn
profitable during their second full year of operation as they build their loan
and sales customer base. During Fiscal 2000, the Company decided to slow its new
store expansion. As a result, the Company opened only five newly established
stores in Fiscal 2000 and none in Fiscal 2001. During the Fiscal 2000 fourth
quarter, the Company made the decision to close fifty-four under-performing
stores, 10 of which had been open less than two years. As of September 30, 2001,
forty-seven of the fifty-four stores had been closed. In the third quarter of
Fiscal 2001, the Company decided not to close the remaining seven of the stores
targeted for closure due to their improved operating performance.

The five most recently established stores with 12 full months of operating data,
opened by the Company in its fiscal year ended September 30, 2000, required an
average gross investment (including inventory, pawn loans, property, plant, and
equipment) of approximately $500,000 per pawnshop during the first 12 months of
operation.

The Company's ability to add new stores is dependent on several variables, such
as the availability of acceptable sites or acquisition candidates, the
regulatory environment, and the availability of qualified personnel. The
Company's ability to add newly established stores in Texas counties having a
population of 250,000 or more has been adversely affected by Texas law which
provides that, in counties with 250,000 or more residents, applications for new
licenses will be approved only at proposed locations which are not less than two
miles from another licensed pawnshop and applications to relocate a licensed

                                       7

pawnshop will be approved only for proposed locations which are not less than
one mile from another licensed pawnshop. Any existing store may relocate to
within one mile of its present location, regardless of the existence of other
pawnshops. The Company's ability to add newly established stores in such
counties may be adversely affected by such regulation. See "Regulation".

COMPETITION

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

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

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

STRATEGIC INVESTMENT

In 1998, the Company acquired 29.47% of the outstanding shares of Albemarle &
Bond Holdings plc ("A&B"). As its largest shareholder, the Company holds two of
A&B's seven board of directors positions. A&B is a publicly traded company based
in Bristol, England and trades on the Alternative Investment Market of the
London Stock Exchange. At June 30, 2001, A&B operated 50 locations in the United
Kingdom that offer pawn loans, payday loans, check cashing, and retail jewelry.
For A&B's 2001 fiscal year, which ended June 30, 2001, A&B's operating profit
increased 26% over the prior year twelve-month period to approximately
(pound)2.8 million.

The Company accounts for its investment in A&B under the equity method. In
Fiscal 2001, the Company's equity interest in A&B's income was $267,000, after
$453,000 of goodwill amortization. At November 30, 2001, the market value of the
Company's investment was $11.9 million, based on the closing price and exchange
rates on that date.

REGULATION

PAWNSHOP OPERATIONS

The Company's pawnshop operations are subject to extensive regulation,
supervision, and licensing under various federal, state, and local statutes,
ordinances, and regulations. Of the Company's 283 locations as of December 1,
2001, 182 were in Texas. Accordingly, Texas pawnshop laws govern most of the
Company's operations. The laws of Colorado, Oklahoma, Indiana, Florida, Alabama,
California, Tennessee, Nevada, Louisiana, Mississippi, and Arkansas apply to the
Company's pawnshop operations in those states. At December 1, 2001, the Company
operated 283 locations: 182 in Texas, 24 in Colorado, 20 in Oklahoma, 18 in
Florida, 15 in Indiana, 8 in Alabama, 4 in Nevada, 3 in Tennessee, 3 in
Louisiana, 3 in Mississippi, 2 in California, and 1 in Arkansas. In many states
in which the Company

                                       8

operates, pawnshops are subject to local regulation at the municipal and county
level, which regulation may affect the ability of the Company to expand its
operations in those states.

In addition, the Company's short-term loan operations are subject to various
state and federal statutes and regulations including, but not limited to the
federal Equal Credit Opportunity Act, Fair Credit Reporting Act, the Truth in
Lending Act, the Gramm-Leach-Bliley Act, and the Fair Debt Collection Practices
Act. The Company complies with the requirements of these federal statutes and
their regulations with respect to its short-term loan business, and state
statutes and regulations, where applicable.

TEXAS REGULATIONS

In Texas, pawnshops are governed by the Texas Pawnshop Act and the related Rules
of Operation for Pawnshops, and are subject to licensing by and supervision of
the Office of Consumer Credit Commissioner ("OCCC"). In addition, pawnshops and
pawnshop employees in Texas must be licensed by the Texas Consumer Credit
Commissioner. Furthermore, the Company is required to supply the Office of
Consumer Credit Commissioner with copies of information filed with the
Securities and Exchange Commission.

The maximum allowable pawn service charges for stratified loan amounts made in
the State of Texas are set in accordance with the Texas Pawnshop Act.
Historically, the maximum allowable pawn service charges under Texas law have
not changed; however, the stratified loan amounts have been adjusted upward each
year. Under Texas law, there is a ceiling on the maximum allowable pawn loan.
For the period July 1, 2000 to June 30, 2001, the loan ceiling was $12,000. For
the period July 1, 2001 through June 30, 2002, the loan ceiling is $12,500. A
table of the maximum allowable pawn service charges under the Texas Pawnshop Act
for the various stratified loan amounts for July 1, 2001 to June 30, 2002 is
presented in "Lending Activities".

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

In addition, for new pawnshop applications filed after September 1, 1999 to be
operated in counties with 250,000 or more people, applications for new licenses
will be approved only at proposed locations which are not less than two miles
from another licensed pawnshop, and applications to relocate a license will be
approved only for proposed locations which are not less than one mile from
another licensed pawnshop. Any existing store may relocate to within one mile of
its present location, regardless of the existence of other pawnshops. The
Company's ability to add newly established stores in such counties may be
adversely affected by such regulation.

For a new license application in any Texas county, the Commissioner provides
notice of the application, and the opportunity for a public hearing, to the
other licensed pawnshops in the county in which the applicant proposes to
operate. The timeframe for the license application approval process generally
requires the Commissioner's office to process an application within 60 days of
its receipt of a complete application file. When a public hearing is requested,
however, the public hearing process can increase the timeframe substantially or
result in no application approval at all. The Company's ability to add newly
established stores may be adversely affected by the referenced provisions of the
Texas Pawnshop Act. The Texas Consumer Credit Commission may, after notice and
hearing, suspend or revoke any license for a Texas pawnshop upon finding, among
other matters, that: (i) any fees or charges have not been paid; (ii) the
licensee has violated (whether knowingly or unknowingly without due care) any
provisions of the Texas Pawnshop Act or any regulation or order thereunder; or
(iii) any fact or condition exists which, if

                                       9

it had existed at the time the original application was filed for a license,
would have justified the Commissioner in refusing such license.

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

In order to market and service short-term loans in Texas, the Company's 184
pawnshops and collection center are required to be licensed as a regulated
lender by the OCCC. The Company's ability to market and service short-term loans
in Texas at current fee levels is dependent upon its continued relationship with
County Bank or another similarly situated financial institution. Without such a
relationship with a federally insured bank domiciled in a state that permits
these rates, such as County Bank, the Company could offer short-term loans at a
lower fee level, not in excess of the Texas usury ceiling. While Delaware law
governs the short-term loans made by County Bank, the Company's short-term loan
activities in Texas are subject to review and regulation by the OCCC.

COLORADO REGULATIONS

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

In Colorado, the Company makes short-term loans to customers pursuant to its own
underwriting guidelines. Short-term loans originated by the Company in Colorado
are regulated by the Department of Law, Office of the Attorney General, Uniform
Consumer Credit Code Division (the "UCCC Division"). The Company's 24 pawnshops
in Colorado have and are required to maintain a supervised lender's license
issued by the UCCC Division. The UCCC Division maintains regulatory and
supervisory authority over the stores. Under Colorado law, the Company is
required to maintain certain records related to its short-term loans and include
specific information and disclosures in the loan agreement.

The maximum loan amount is $500, exclusive of the service fee. Colorado law
provides for a graduated service fee: twenty percent (20%) of the first $300 and
7.5% of the amount over $300. The loan term may not exceed 31 days. Customers
have the right to rescind the loan within one business day after the date of
loan origination. The loan cannot be renewed more than once and if it is renewed
prior to the maturity date, the Company must refund a prorated portion of the
service fee.

OKLAHOMA REGULATIONS

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

                                       10

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

                                 Maximum Allowable
                                  Amount Financed                    Annual Percentage
                                   Per Pawn Loan                           Rate
                                 -----------------                   -----------------
                                                                  
                                 $    1 to $   150                         240%
                                 $  151 to $   250                         180%
                                 $  251 to $   500                         120%
                                 $  501 to $ 1,000                          60%
                                 $1,001 to $25,000                          36%

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

Oklahoma does not currently regulate or require a license for the Company's
short-term loan activities. In the future, if the Company alters its current
short-term loan business model in the state of Oklahoma or if Oklahoma changes
its laws regarding short-term loans, such an alteration or change could have a
material effect on the Company's short-term loan program in Oklahoma.

FLORIDA REGULATIONS

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

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

INDIANA REGULATIONS

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

                                       11

The Department of Financial Institutions has broad investigatory and enforcement
authority under the statute. The Department may grant, revoke, and suspend
licenses. For compliance purposes, pawnshops are required to keep such books,
accounts, and records as will enable the Department to determine if the pawnshop
is complying with the statute. Each pawnshop is required to give authorized
agents of the Department of Financial Institutions free access to its books and
accounts for these purposes. The Indiana statute allows the following annual
rates of interest plus pawn service charges: 276% annually on transactions of
$300 or less; 261% annually on transactions greater than $300 but not exceeding
$1,000, and 255% annually on transactions greater than $1,000. Furthermore, the
Indiana Pawnbroker Act provided for a grace period of 90 days after the initial
30-day term of the loan, subject to notice. During the grace period, interest
and service fees continue to accrue, subject to daily proration depending on the
date of loan redemption. As of July 1, 2001, the grace period was reduced to 60
days, and notice is no longer required.

ALABAMA REGULATIONS

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

NEVADA REGULATIONS

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

Nevada does not regulate short-term loans. The Company originates short-term
loans in Nevada and charges a service fee of $20 per $100 loaned on a 14-day
term.

TENNESSEE REGULATIONS

Tennessee law provides for the licensing of pawnbrokers in that state. It
further requires (1) that pawn transactions be reported to local law enforcement
agencies, (2) requires pawnbrokers to maintain insurance coverage on the
property held in pledge for the benefit of the pledgor, (3) establishes certain
hours during which pawnshops may be opened for business, and (4) requires
certain bookkeeping records be maintained. Tennessee law prohibits pawnbrokers
from selling, redeeming, or disposing of any goods pledged or pawned to or with
them within 48 hours after making their report to local law enforcement
agencies.

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

LOUISIANA REGULATIONS

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

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

                                       12

MISSISSIPPI REGULATIONS

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

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

CALIFORNIA REGULATIONS

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

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

         For loans not more than 30 days:

                        Amount Financed                 Maximum Allowable
                         Per Pawn Loan                        Charge
                        ---------------                 -----------------
                                                     
                         $1 to $14.99                         $1.00

                                       13

         For loans not more than 90 days:

      Amount Financed             Maximum Allowable
       Per Pawn Loan                    Charge
      ---------------             -----------------
                               
      $ 15 to $ 19.99                   $ 3.00
      $ 20 to $ 24.99                   $ 4.00
      $ 25 to $ 39.99                   $ 5.00
      $ 40 to $ 49.99                   $ 6.00
      $ 50 to $ 64.99                   $ 7.50
      $ 65 to $ 74.99                   $ 8.50
      $ 75 to $ 99.99                   $10.00
      $100 to $124.99                   $12.50
      $125 to $149.99                   $13.50
      $150 to $224.99                   $15.00
      $225 to $324.99                   $20.00
      $325 to $449.99                   $25.00
      $450 to $599.99                   $35.00
      $600 to $799.99                   $45.00
      $800 to $999.99                   $55.00

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

The Company originates short-term loans in California which are regulated under
California's check cashers statute as "deferred deposit" transactions. The
maximum loan amount may not exceed $300 for a term not to exceed 30 days. The
service fee is limited to 15% of the amount of the loan. Only one short-term
loan may be outstanding at a time.

ARKANSAS REGULATIONS

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

LOCAL REGULATIONS

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

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

                                       14

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

FIREARMS REGULATIONS

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

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

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

                                       15

ITEM 2. PROPERTIES

As of December 1, 2001, the Company owned the real estate and buildings for 24
of its pawnshops and leased 259 of its operating pawnshop locations. The Company
generally leases facilities for a term of five to ten years with one or more
options to renew. The Company's existing leases expire on dates ranging between
January 1, 2002 and June 30, 2021. All leases provide for specified periodic
rental payments and such leases provide for market rental rates. Most leases
require the Company to maintain the property and pay the cost of insurance and
taxes. The Company believes that the termination of any one of its leases would
not have a material adverse effect on the Company's operations. The Company's
strategy is generally to lease, rather than acquire, space for its pawnshop
locations unless the Company finds what it believes is a superior location at an
attractive price. The Company completed sale-leasebacks on twenty of its owned
locations during Fiscal 2001 and plans to complete sale-leasebacks on other
owned properties in Fiscal 2002. The Company believes that the facilities owned
and leased by it as pawnshop locations are suitable for such purpose.

The following table presents the metropolitan areas or regions (as defined by
the Company) generally served by the Company and the number of pawnshop
locations serving each such market as of December 1, 2001:

                                                                   Number of
                                                                  Locations in
                                Area/Region                        Each Area
                                -----------                       ------------
                                                               
                           Texas:
                                    Houston                             59
                                    San Antonio                         21
                                    Austin Area                          8
                                    Valley                              26
                                    Central and Northeast               15
                                    Dallas                              11
                                    Laredo Area                         15
                                    North Texas                         15
                                    Panhandle                            5
                                    Corpus Christi                       7
                                                                       ---
                                       Total Texas                     182

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

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

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

                                       16

                                                                   Number of
                                                                  Locations in
                                Area/Region                        Each Area
                                -----------                       ------------
                                                               
                           Indiana:
                                   Indianapolis Area                     9
                                   Fort Wayne Area                       3
                                   Other Areas                           3
                                                                       ---
                                       Total Indiana                    15

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

                           Nevada:
                                   Las Vegas                             4
                                                                       ---
                                       Total Nevada                      4

                           Tennessee:
                                   Memphis                               3
                                                                       ---
                                       Total Tennessee                   3

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

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

                           California:
                                    Sacramento                           2
                                                                       ---
                                       Total California                  2

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

                                       Total Company                   283
                                                                       ===

In addition to its store locations, the Company leases its 27,400 square foot
corporate offices located in Austin, Texas and leases certain warehouse
facilities. The Company also leases approximately 8,100 square feet for its
Central Jewelry Processing Center.

                                       17

ITEM 3. LEGAL PROCEEDINGS

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

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

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

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

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

None.

                                       18

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Since August 27, 1991, the Company's Class A Non-voting Common Stock ("Class A
Common Stock") has traded on The NASDAQ Stock Market under the symbol EZPW. As
of November 30, 2001, there were 176 stockholders of record of the Company's
Class A Common Stock. There is no trading market for the Company's Class B
Voting Common Stock ("Class B Common Stock"), and as of November 30, 2001, such
stock was held by one stockholder of record.

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

                                                                                High          Low
                                                                                ----          ---
                                                                                      
Fiscal 2000:
                        First quarter ended December 31, 1999                  $ 5.28       $ 3.43
                        Second quarter ended March 31, 2000                      6.25         3.75
                        Third quarter ended June 30, 2000                        4.00         1.63
                        Fourth quarter ended September 30, 2000                  2.00         1.03

Fiscal 2001:
                        First quarter ended December 31, 2000                  $ 1.81       $ 0.66
                        Second quarter ended March 31, 2001                      2.63         0.75
                        Third quarter ended June 30, 2001                        2.75         2.12
                        Fourth quarter ended September 30, 2001                  2.50         1.51

As of November 30, 2001, the Company's Class A Common Stock closed at $1.41 per
share.

The Company's restated certificate of incorporation provides that cash dividends
on common stock, when declared, must be declared and paid share and share alike
on the Class A Common Stock and the Class B Common Stock.

                                       19

ITEM 6. SELECTED FINANCIAL DATA

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

                             SELECTED FINANCIAL DATA

                                                                         Fiscal Years Ended September 30
                                                         --------------------------------------------------------------
                                                            1997         1998         1999         2000         2001
                                                         ----------   ----------   ----------   ----------   ----------
                                                           (Amounts in thousands, except per share and store figures)
                                                             (a)          (a)          (a)
                                                                                              
Operating Data:
Sales                                                    $  101,454   $  112,307   $  130,077   $  139,753   $  129,362
Service charges                                              78,845       85,087      101,892       57,646       56,808
                                                         ----------   ----------   ----------   ----------   ----------
Total revenues                                              180,299      197,394      231,969      197,399      186,170
Cost of goods sold                                           84,468       94,084      113,824       88,054       79,089
                                                         ----------   ----------   ----------   ----------   ----------
Net revenues                                                 95,831      103,310      118,145      109,345      107,081
Store operating expenses                                     60,735       66,742       81,963       85,513       75,245
Corporate administrative expenses                            13,320       12,838       14,387       19,324       14,043
Depreciation and amortization                                 7,616        7,596        9,435       10,255       10,808
Restructuring expense                                            --           --           --       10,572         (696)
Interest expense                                                982        1,398        3,691        6,201        8,245
Equity in net income of unconsolidated
  affiliate                                                      --          (95)        (304)        (225)        (267)
(Gain) loss on sale of assets                                    --          (28)         268         (280)         413
                                                         ----------   ----------   ----------   ----------   ----------
Income (loss) before income taxes                            13,178       14,859        8,705      (22,015)        (710)
Income tax expense (benefit)                                  4,745        5,646        3,220       (3,785)        (142)
                                                         ----------   ----------   ----------   ----------   ----------
Income (loss) before cumulative effect of
  change in accounting principle                              8,433        9,213        5,485      (18,230)        (568)
Cumulative effect of change in accounting
  principle                                                 (14,344)          --           --           --           --
                                                         ----------   ----------   ----------   ----------   ----------
Net income (loss)                                        $    8,433   $    9,213   $    5,485   $  (32,574)  $     (568)
                                                         ==========   ==========   ==========   ==========   ==========

 Earnings (loss) per common share, diluted               $     0.70   $     0.77   $     0.46   $    (2.71)  $    (0.05)

   Cash dividends per common share                       $       --   $   0.0125   $     0.05   $    0.025   $       --

   Weighted average common shares and
        share equivalents-diluted                            12,002       12,014       12,008       12,017       12,104

Stores operated at end of period                                249          286          331          313          283

                                                September 30
                       --------------------------------------------------------------
                          1997         1998         1999         2000         2001
                       ----------   ----------   ----------   ----------   ----------
                                                            
BALANCE SHEET DATA:
Pawn loans             $   42,837   $   49,632   $   53,940   $   46,916   $   47,144
Short-term loans               --           --           --           33        1,250
Inventory                  39,258       44,011       58,241       35,660       34,231
Working capital            89,451      104,648      125,575       72,498       75,334
Total assets              151,051      189,911      234,077      203,793      178,560
Long-term debt             19,142       48,133       83,123       81,112       60,192
Stockholders' equity     121,4610      130,554      135,685      102,671      101,957

         (a) Beginning in Fiscal 2000, the Company changed its method of
accounting for pawn service charge revenue and inventory, as described in
Management's Discussion and Analysis. Service charges and inventory before
Fiscal 2000 are stated on the historical accounting method, and are not directly
comparable to Fiscal 2000 and 2001 amounts.

                                       20

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

This discussion and analysis compares the results of operations for the 12 month
periods ending September 30, 2001, 2000, and 1999 ("Fiscal 2001", "Fiscal 2000",
and "Fiscal 1999"). The discussion should be read in conjunction with, and is
qualified in its entirety by, the accompanying financial statements and related
notes. For purposes of management's discussion and analysis of results of
operations and financial condition, all comparisons reflect the pro forma
effects of applying the new accounting principle described below to the
consolidated financial statements as if the change had occurred on September 30,
1998.

                             SUMMARY FINANCIAL DATA

                                                                            Fiscal Years Ended September 30
                                                                        ----------------------------------------
                                                                           1999           2000           2001
                                                                        ----------     ----------     ----------
                                                                        (Pro forma)
                                                                       (Dollars in thousands, except as indicated)
                                                                                             
OPERATIONS:
               Sales                                                    $  130,077     $  139,753     $  129,362
               Service charges                                              58,702         57,646         56,808
                                                                        ----------     ----------     ----------
                 Total revenues                                            188,779        197,399        186,170
               Cost of sales                                                76,475         88,054         79,089
                                                                        ----------     ----------     ----------
                 Net revenues                                              112,304        109,345        107,081
               Restructuring expense                                            --         10,572           (696)
               Income (loss) before cumulative effect of a change in
                    accounting principle                                     1,748        (18,230)          (568)
               Cumulative effect on prior years (to September 30,
               1999) of change in method of revenue recognition, net            --        (14,344)            --
                    Net Income (loss)                                   $    1,748     $  (32,574)    $     (568)
                                                                        ==========     ==========     ==========
OTHER DATA:
               Gross margin                                                   41.2%          37.1%          38.9%
               Average annual inventory turnover                               2.3x           2.1x           2.2x
               Average inventory per location at year end               $      132     $      114     $      121
               Average loan balance per location at year end            $      163     $      146     $      171
               Average pawn loan at year end (whole dollars)            $       69     $       70     $       73
               Average yield on loan portfolio                                 120%           125%           120%
               Redemption rate                                                  76%            77%            76%

EXPENSES AND INCOME AS A PERCENTAGE  OF TOTAL REVENUE (%):
               Store operating                                                43.4           43.3           40.4
               Administrative                                                  7.8            9.8            7.5
               Depreciation and amortization                                   5.0            5.2            5.8
               Interest                                                        2.0            3.1            4.4
               Income (loss) before income taxes                               1.5          (11.2)          (0.4)
               Income (loss) before cumulative effect                          0.9           (9.2)          (0.4)

STORES IN OPERATION:
               Beginning of year                                               286            331            313
               Acquired                                                          4              0              0
               New openings                                                     43              5              0
               Sold, combined, or closed                                        (2)           (23)           (30)
                                                                        ----------     ----------     ----------
               End of year                                                     331            313            283
               Average number of locations during the year(1)                  309            333            292

- ----------

(1) Average locations in operation during the period is calculated based on the
average of the stores operating at the beginning and end of each month during
such period.

                                       21

RESULTS OF OPERATIONS

In Fiscal 2000, the Company adopted a restructuring plan, including the closure
of several under-performing stores. The restructuring plan and its effects are
described more fully below.

The Company's primary activity is the making of small, non-recourse loans
secured by tangible personal property. The income earned on this activity is
pawn service charge revenue. While the Company's average store count during
Fiscal 2001 was down 12.3% from Fiscal 2000 due to the restructuring, its pawn
service charge revenue decreased only 4.9%, or $2.8 million from Fiscal 2000 to
$54.7 million. This represents an increase in same store pawn service charge
revenue ($0.6 million) offset by the decrease in pawn service charge revenue
from the forty-seven closed stores ($3.4 million). At September 30, 2001, same
store pawn loan balances were 4% above September 30, 2000 and the annualized
yield on the average pawn loan balance decreased 5 percentage points to 120%.
Variations in the annualized loan yield, as we saw between these periods, are
due generally to changes in the level of loan forfeitures and a mix shift
between loans with different yields.

In Fiscal 2000, pawn service charge revenue decreased $1.2 million from Fiscal
1999 to $57.5 million as a result of a decrease in same store pawn service
charge revenue ($2.7 million), offset somewhat by pawn service charge revenue
from new stores not open the full 12 month period ($1.5 million). At September
30, 2000, same store pawn loan balances were 11.5% below September 30, 1999 and
the annualized yield on the average pawn loan balance increased by 5 percentage
points to 125%.

A secondary, but related, activity of the Company is the sale of merchandise,
primarily collateral forfeited from its pawn lending. For Fiscal 2001,
merchandise sales decreased approximately $10.4 million from Fiscal 2000 to
$129.4 million, primarily due to a reduction in sales from closed stores ($11.2
million). Also contributing to the change were increases in wholesale jewelry
sales ($4.6 million), offset by a decrease in same store merchandise sales ($3.6
million or 3%), and other revenues ($0.2 million).

For Fiscal 2000, merchandise sales increased approximately $9.7 million from
Fiscal 1999 to $139.8 million. Increases in wholesale jewelry sales ($5.7
million), new stores' merchandise sales ($4.4 million), and other revenues ($0.2
million) were offset by a decrease in same store merchandise sales ($0.6 million
or 0.5%).

Fiscal 2001 overall gross margins on sales improved 1.8 percentage points from
Fiscal 2000 to 38.9%. Margins on merchandise sales, excluding jewelry scrapping,
improved 3.1 percentage points, partially due to the absence of a restructuring
charge to cost of goods as was seen in Fiscal 2000 (1.4 percentage points). This
improvement in merchandise sales margins comprised 5.1 percentage points of the
improvement in overall gross margins. A 51% increase in jewelry scrapping
(jewelry is generally scrapped at a loss), reduced the overall gross margins
improvement by 3.3 percentage points. Inventory shrinkage was 1.4% of
merchandise sales in Fiscal 2001 compared to 1.1% in Fiscal 2000.

For Fiscal 2000, gross margins on merchandise sales decreased 4.1 percentage
points from Fiscal 1999 to 37.1%. This decrease was largely due to the impact of
increased jewelry scrapping activity (5.4 percentage points), and the charge to
cost of goods related to the fourth quarter restructuring discussed above (0.8
of a percentage point). Improved margins on merchandise sales (2.1 percentage
points) and lower levels of inventory shrinkage (1.1% in Fiscal 2000 v. 1.2% in
Fiscal 1999) partially offset the impact from jewelry scrapping and the
restructuring charge. During the Fiscal 2000 fourth quarter, the Company
identified and liquidated specific categories of jewelry that were overstocked.
This excess inventory had a cost basis of approximately $7.7 million and
generated cash proceeds of approximately $5.9 million.

At the end of Fiscal 2001, the Company also offered unsecured short-term loans,
commonly referred to as "payday loans" in 205 of its pawnshops. In five
locations, the Company originates short-term loans. In 200 locations, the
Company is the marketer, servicer, processor, and collector of short-term loans
originated by County Bank, a federally insured Delaware banking corporation.
After origination of the short-term loans, the Company is entitled to purchase
an 85% participation in the loans made by County Bank and marketed by the
Company. Short-term loan terms range from one to 31 days, averaging about 15
days. The fee per $100 loaned is

                                       22

typically $18 per 14-day period, but varies in certain locations. The loans and
related fees reported in the Company's consolidated financial statements reflect
only the Company's participation interest in such loans. In Fiscal 2001,
short-term loan service charge revenue increased $2.0 million from Fiscal 2000
to $2.1 million as a result of offering the short-term loan product in 196
additional locations.

Unlike pawn loans, short-term loans are unsecured, and their profitability is
highly dependent upon the Company's ability to manage the default rate and
collect defaulted loans. The Company considers a loan defaulted if the loan has
not been repaid or refinanced by the maturity date. Although defaulted loans may
be collected through subsequent collection efforts, the Company charges
defaulted loans and related fees to bad debt expense when they default, leaving
only active loans in the reported balance. When defaulted loans are collected,
the amount collected is recorded as a reduction of bad debt expense at the time
of collection. During Fiscal 2001, the Company experienced a net default rate
(defaults net of collections measured as a percent of loans made) of 8.1%. The
Company provides for a valuation allowance on both the principal and fees
receivable, based on recent net default rates. Net defaults and changes in the
principal valuation allowance are charged to bad debt expense. In Fiscal 2001,
the Company's bad debt expense, included in store operating expense, was $1.2
million. Changes to the fee receivable valuation allowance are charged to
service charge revenue.

In Fiscal 2001, store operating expenses as a percent of total revenues
decreased 2.9 percentage points to 40.4%. Administrative expenses measured as a
percentage of total revenues decreased 2.3 percentage points from Fiscal 2000 to
7.5%. This expense level improvement is largely due to improved cost management
and the closure of 47 lower volume stores. On a per average store basis,
operating expenses in Fiscal 2001 were up slightly to $258,000 from $257,000 in
Fiscal 2000. Administrative expenses per average store decreased 17% during
Fiscal 2001 to $48,000, compared to $58,000 in Fiscal 2000.

In Fiscal 2000, store operating expenses as a percent of total revenues
decreased 0.1 of a percentage point from Fiscal 1999 to 43.3%. Exclusive of
stores opened in Fiscal 1999 and 2000, store operating expenses decreased from
39.9% in Fiscal 1999 to 38.1% of total revenues in Fiscal 2000. Newer stores
generally have a higher level of operating expense relative to revenues than do
mature stores. Administrative expenses measured as a percentage of total
revenues increased 2.0 percentage points from Fiscal 1999 to 9.8%, primarily due
to non-capitalizable software development costs (approximately $1.4 million),
higher labor related costs, and other inflationary cost increases.

Depreciation and amortization expense, when measured as a percent of total
revenue, increased 0.6 of a percentage point in Fiscal 2001 to 5.8%, primarily
due to additional software depreciation. Depreciation and amortization expense,
when measured as a percent of total revenue, increased 0.2 of a percentage point
in Fiscal 2000 to 5.2%. The increase was a net effect of greater revenues and an
increase in depreciation and amortization expense, primarily due to investments
made in new stores.

In Fiscal 2001, interest expense increased $2.0 million to $8.2 million. The
increase was primarily due to higher interest rates, offset somewhat by lower
average debt balances. At September 30, 2001, the Company's total long-term debt
was $60.2 million compared to $81.1 million at September 30, 2000. In Fiscal
2000, interest expense increased $2.5 million from $3.7 million in Fiscal 1999.
This increase was primarily due to higher interest rates coupled with increased
average debt balances needed to fund new store expansion and other capital
expenditures.

The income tax benefit for Fiscal 2001 was $0.1 million (20% of pretax loss)
compared to an income tax benefit of $3.8 million (17% of pretax loss) for
Fiscal 2000 and an income tax expense of $3.2 million (37% of pretax income) for
Fiscal 1999. Exclusive of the deferred tax asset valuation allowance, the Fiscal
2000 income tax benefit was $7.5 million (34% of pretax loss). The decrease in
effective tax rate for Fiscal 2001 compared to the Fiscal 2000 benefit before
valuation allowance is due to non-tax deductible items having a greater
percentage effect on a smaller pre-tax loss.

A valuation allowance of $3.7 million was established during the year ended
September 30, 2000, to offset certain deferred tax assets due to uncertainties
regarding the realization of the deferred tax assets.

                                       23

No additional valuation allowance was recorded for the year ended September 30,
2001, because management believes that it is more likely than not that certain
of the Company's deferred tax assets will be realized as a result of expected
future taxable income from continuing operations. Uncertainties that might
impact the realization of the deferred tax assets include possible declines in
sales, margins and revenues.

The amount of expected future taxable income that would have to be generated to
realize the deferred tax asset is approximately $18 million. Projected levels of
pre-tax earnings for financial reporting purposes over the next three years,
primarily attributable to ordinary and recurring operating results, are
sufficient to generate the required amount of taxable income noted above. The
Company intends to evaluate the realizability of the deferred tax assets
quarterly by assessing the need for additional valuation allowance, if any.

Operating income before depreciation, amortization, and restructuring for Fiscal
2001 increased $13.3 million over Fiscal 2000 to $17.8 million. Same store net
revenue growth ($6.1 million), expense management ($5.0 million) and the closure
of under-performing stores ($2.2 million) account for the earnings improvement.
After depreciation, amortization, interest expense, the Fiscal 2000
restructuring charge, and other non-operating items, the Fiscal 2001 net loss
improved to $0.6 million from Fiscal 2000's $18.2 million net loss before the
$14.3 million cumulative effect of the accounting change adopted in Fiscal 2000.
Net loss for Fiscal 2000 was $32.6 million compared to net income of $1.7
million for Fiscal 1999, assuming the effect of the cumulative change in
accounting principle is applied retroactively. The increase in net loss resulted
from several factors, including the cumulative effect of changing to a
preferable revenue recognition method ($14.3 million), recognition of a
restructuring charge ($11.8 million), lower gross margins on merchandise sales
($4.5 million), the establishment of a valuation reserve on the Company's
deferred tax asset ($3.7 million), and higher operating, administrative, and
interest expenses.

ACCOUNTING CHANGE

During the second quarter of Fiscal 2000, the Company changed its method of
revenue recognition on pawn loans by reducing the accrual of pawn service charge
revenues to the estimated amount that will be realized through loan collection,
and recording forfeited collateral at the lower of the principal balance of the
loan or estimated market value. Previously, pawn service charges were accrued on
all loans, and the carrying value of the forfeited collateral was the lower of
cost (principal amount of loan plus accrued pawn service charges) or market.

The Company believes the new method of revenue recognition is preferable in that
it better aligns reported net revenues and earnings with current economic trends
in its business and the management of the Company. In addition, the Company
believes the new method improves comparability of its operating results and
financial position with similar companies. This change was made effective
October 1, 1999, the first day of the Company's fiscal year.

The $14.3 million cumulative effect of this accounting change on prior years
(net of a tax benefit of $7.4 million) increased net loss for the year ended
September 30, 2000. Of the $2.71 net loss per share for the year ended September
30, 2000, $1.19 per share is attributable to the cumulative effect of the
accounting change.

RESTRUCTURING

Pursuant to a restructuring plan, the Company decided to close 54 stores and
recorded a pretax charge of $11.8 million ($7.8 million net of tax) during the
fourth quarter of Fiscal 2000.

The total pretax charge included $9.6 million (included in Restructuring expense
on the Consolidated Statement of Operations) for the write-down to realizable
value the closed stores' property, equipment, pawn loans outstanding, intangible
assets, and the estimated costs for the settlement of lease obligations,
administrative costs, severance costs, and other exit costs. Also included in
the total charge is approximately $1.0 million (included in Restructuring
expense on the Consolidated Statement of Operations) related to other
restructuring charges, primarily severance for administrative staff reductions.

                                       24

All charges for severance included in the restructuring related to employees
notified of their position elimination prior to September 30, 2000. The $11.8
million pretax charge included a $1.2 million write down of inventory (included
in Cost of goods sold on the Consolidated Statement of Operations) for discounts
expected in liquidating these stores' remaining inventory. Of the 54 stores, 47
were closed as of June 30, 2001, resulting in 148 employee terminations.

In June 2001, the Company re-evaluated the seven remaining stores and decided to
continue their operation, based on their improved operating performance and
future outlook. Accordingly, the Company reversed the $1.3 million restructure
accrual related to these seven stores. The Company recorded an additional $0.3
million restructure expense for the 47 store previously closed, primarily to
account for lease obligations costing more than originally estimated, resulting
in a net credit to restructuring expense of $1.0 million in Fiscal 2001.

Of the $1.0 million net credit, $0.7 million is for the anticipated
administrative costs and loss from disposing of fixed and intangible assets and
is recorded as a credit to the restructuring expense, where the charge was
recorded in September 2000. The remaining $0.3 million was originally charged to
cost of goods sold to write these stores' inventory down to liquidation value,
and was credited to cost of goods sold in Fiscal 2001, as the Company no longer
expects to sell this inventory at liquidation prices.

The results of operations from the 47 closed stores were as follows (in
thousands):

                    Fiscal Years Ended September 30,
                 --------------------------------------
                    1999          2000          2001
                 ----------    ----------    ----------
                                    
Total revenues   $   16,183    $   15,367    $      939
Operating loss       (2,277)       (3,212)         (461)

At September 30, 2001, the Company had a remaining restructuring reserve of $0.2
million. It is anticipated that all remaining material cash outlays required for
these store closings and related restructuring costs will be made during Fiscal
2002.

LIQUIDITY AND CAPITAL RESOURCES

The Company's $11.7 million Fiscal 2001 cash flow from operations consisted of
$10.2 million of earnings before non-cash depreciation and amortization, a $5.0
million income tax refund, and the collection of a $1.5 million note receivable,
reduced by $1.9 million restructuring expenditures and other changes in
operating assets and liabilities. In Fiscal 2000, net cash provided by operating
activities increased to $10.9 million from $0.6 million in Fiscal 1999.
Excluding restructuring expenses of $10.6 million and the $14.3 million
cumulative effect of a change in accounting principle, the Company's most
significant item in reconciling net loss to cash flow from operations was a $7.5
million decrease in inventory, compared to a $14.1 million increase in inventory
in the year earlier period.

In Fiscal 2001, the Company invested $4.5 million in property and equipment and
$1.2 million in funding the net increase in short-term loans. These investments
and a $20.9 million reduction in debt were funded by cash flow from operating
activities of $11.7 million, $14.0 million in proceeds from the sale of assets,
primarily the sale-leaseback of owned properties, and $0.9 million of cash on
hand.

During Fiscal 2001, the Company completed sales and sale-leasebacks of certain
non-core assets and twenty owned properties in accordance with its restructuring
plan. During Fiscal 2002, the Company plans to complete sale-leasebacks of other
owned properties. The Company anticipates that cash flow from operations and
proceeds from sale-leasebacks will be adequate to fund planned capital
expenditures, working capital requirements, and required debt payments during
the coming year. However, there can be no assurance that the sale of these
assets will be completed or that cash flow from operating activities will be
adequate for these expenditures.

Effective December 3, 2001, the Company amended and restated its credit
agreement. Among other things, the amendment extends the maturity date to
October 1, 2002. The amended credit agreement provides for a $45 million
revolving credit facility and a term loan of approximately $15 million, which
are

                                       25

secured by substantially all of the Company's assets. Availability under the
revolving credit facility continues to be tied to loan and inventory balances.
The term facility must be paid in full by July 1, 2002. These term facility
payments will be made from operating cash flow and the sale of assets, primarily
sale-leaseback transactions of owned properties. Interest on the revolving
credit facility will accrue at the agent bank's prime rate ("Prime") plus 300
basis points, but will be payable monthly at Prime plus 100 basis points. The
accrued but unpaid interest will be payable upon the earlier of the refinancing
or maturity of the revolving credit facility. Interest on the term loan will
accrue and be paid monthly at Prime plus 350 basis points. The Company pays a
commitment fee of 25 basis points on the unused amount of the revolving
facility.

The Company believes that the financial covenants established in the amended
credit facility will be achieved based upon the Company's current and
anticipated performance. Based upon management's expected performance for Fiscal
2002, including the sale-leaseback of certain assets and the availability under
the revolving credit facility, the Company believes that there is adequate
liquidity to fund the Company's operations and to make the required principal
payments under the term loan during Fiscal 2002. However, material shortfalls or
variances from anticipated performance or the delay in the sale of certain of
its assets could require the Company to seek a further amendment to the amended
credit facility or alternate sources of financing, or to limit capital
expenditures to an amount less than that currently anticipated or permitted
under the amended and restated credit facility.

SEASONALITY

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

FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements other
than 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, redemption rates, labor and employment matters, competition,
operating risk, acquisition, and expansion risk, liquidity, and capital
requirements and the effect of government and environmental regulations, and
(ii) adverse changes in the market for the Company's services. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The Company undertakes no obligations to
release publicly the results of any revisions to these forward-looking
statements which may be made to reflect events or circumstances after the date
hereon, including without limitation, changes in the Company's business strategy
or planned capital expenditures, or to reflect the occurrence of unanticipated
events.

ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK DISCLOSURES

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

The Company's earnings are affected by changes in interest rates due to the
impact those changes have on its debt, all of which is variable-rate debt at
September 30, 2001. If interest rates average 25 basis points more in 2002 than
they did in 2001, the Company's annual interest expense would be increased by
approximately $150,000. This amount is determined by considering the impact of
the hypothetical interest rates on the Company's variable-rate debt at September
30, 2001.

                                       26

The Company's earnings and financial position are affected by foreign exchange
rate fluctuations related to the equity investment in Albemarle & Bond Holdings,
plc ("A&B"). A&B's 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, including potential economic
recession in the U.K. resulting from a devalued pound. The impact on the
Company's financial position and results of operations of a hypothetical change
in the exchange rate between the U.S. dollar and the U.K. pound cannot be
reasonably estimated. The translation adjustment representing the weakening in
the U.K. pound during Fiscal 2001 was approximately $241,000. On November 30,
2001, the U.K. pound closed at 0.7007 to 1.00 U.S. dollar, an increase from
0.6782 at September 30, 2001. No assurance can be given as to the future
valuation of the U.K. pound and how further movements in the pound could effect
future earnings or the financial position of the Company.

                                       27

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS

                                                                                                        Page
                                                                                                        ----
                                                                                                     
Report of Independent Auditors                                                                           29

Consolidated Financial Statements:

           Consolidated Balance Sheets as of September 30, 2000 and 2001                                 30

           Consolidated Statements of Operations for each of the Three Fiscal Years
           Ended September 30, 2001                                                                      31

           Consolidated Statements of Cash Flows for each of the Three Fiscal Years
           Ended September 30, 2001                                                                      32

           Consolidated Statements of Stockholders' Equity for each of the Three Fiscal Years
           Ended September 30, 2001                                                                      33

           Notes to Consolidated Financial Statements                                                    34

                                       28

REPORT OF INDEPENDENT AUDITORS

Board of Directors
EZCORP, Inc.

We have audited the accompanying consolidated balance sheets of EZCORP, Inc. and
its subsidiaries as of September 30, 2000 and 2001, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
three years in the period ended September 30, 2001. Our audits also included the
financial statement schedule listed in the Index at Item 14(a)(2). These
financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of EZCORP,
Inc. and its subsidiaries at September 30, 2000 and 2001, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended September 30, 2001, in conformity with accounting principles
generally accepted in the United States. Also in our opinion, the related
financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

As discussed in Note B to the financial statements, in the year ended September
30, 2000 the Company changed its method of accounting for revenue recognition on
pawn loans.

ERNST & YOUNG LLP

Austin, Texas

November 13, 2001 except for Note H,
  as to which the date is December 20, 2001.

                                       29

                           CONSOLIDATED BALANCE SHEETS

                                                                                        September 30,
                                                                                   ------------------------
                                                                                      2000          2001
                                                                                   ----------    ----------
                                                                                        (In thousands)
                                                                                           
Assets:
             Current assets:
                Cash and cash equivalents                                          $    3,126    $    2,186
                Pawn loans                                                             46,916        47,144
                Short-term loans                                                           33         1,250
                Service charges receivable, net                                         8,636         8,841
                Inventory, net                                                         35,660        34,231
                Deferred tax asset                                                      9,636         7,413
                Federal income tax receivable                                           5,045            --
                Prepaid expenses and other assets                                       1,525         2,180
                                                                                   ----------    ----------
                                  Total current assets                                110,577       103,245

             Investment in unconsolidated affiliates                                   14,021        13,812
             Property and equipment, net                                               61,130        44,965
             Other assets:
                Goodwill, net                                                          12,160        11,655
                Notes receivable from related parties                                   3,156         1,589
                Other assets, net                                                       2,749         3,294
                                                                                   ----------    ----------
             Total assets                                                          $  203,793    $  178,560
                                                                                   ==========    ==========
Liabilities and Stockholders' Equity
             Current liabilities:
                Current maturities of long-term debt                               $   22,087    $   15,947
                Accounts payable and other accrued expenses                            12,011         9,666
                Restructuring reserve                                                   1,649           217
                Customer layaway deposits                                               2,332         2,081
                                                                                   ----------    ----------
                                  Total current liabilities                            38,079        27,911

             Long-term debt, less current maturities                                   59,025        44,245
             Deferred tax liability                                                     3,639         1,193
             Deferred gains and other long-term liabilities                               379         3,254
                                                                                   ----------    ----------
                                  Total long-term liabilities                          63,043        48,692
             Commitments and contingencies
             Stockholders' equity:
                Preferred Stock, par value $.01 per share; Authorized
                             5,000,000 shares; none issued and outstanding                 --            --
               Class A Non-voting Common Stock, par value $.01 per share;
                             Authorized 40,000,000 shares; 10,906,073 issued and
                             10,897,040 outstanding in 2000; 10,946,874 issued
                             and 10,937,841 outstanding in 2001                           109           109
                Class B Voting Common Stock, convertible, par value $.01
                              Per share; Authorized 1,198,990 shares; 1,190,057            12            12
                              Issued and outstanding
                Additional paid-in capital                                            114,569       114,664
                Retained earnings (deficit)                                           (11,159)      (11,727)
                                                                                   ----------    ----------
                                                                                      103,531       103,058
                Treasury stock, at cost (9,033 shares)                                    (35)          (35)
                Receivable from stockholder                                              (729)         (729)
                Accumulated other comprehensive income (loss)                             (96)         (337)
                                                                                   ----------    ----------
                                  Total stockholders' equity                          102,671       101,957
                                                                                   ----------    ----------
             Total liabilities and stockholders' equity                            $  203,793    $  178,560
                                                                                   ==========    ==========

See notes to consolidated financial statements.

                                       30

CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                       Years Ended September 30,
                                                                --------------------------------------
                                                                   1999          2000          2001
                                                                ----------    ----------    ----------
                                                               (In thousands, except per share amounts)
                                                                                   
Revenues:
   Sales                                                        $  130,077    $  139,753    $  129,362
   Service charges                                                 101,892        57,646        56,808
                                                                ----------    ----------    ----------
             Total revenues                                        231,969       197,399       186,170

Costs of goods sold                                                113,824        88,054        79,089
                                                                ----------    ----------    ----------
             Net revenues                                          118,145       109,345       107,081

Operating Expenses
   Operations                                                       81,963        85,513        75,245
   Administrative                                                   14,387        19,324        14,043
   Depreciation                                                      8,503         9,389        10,085
   Amortization                                                        932           866
                                                                                                   723
   Restructuring expense                                                --        10,572          (696)
                                                                ----------    ----------    ----------
             Total operating expenses                              105,785       125,664        99,400
                                                                ----------    ----------    ----------

Operating income (loss)                                             12,360       (16,319)        7,681
Interest expense, net                                                3,691         6,201         8,245
Equity in net income of unconsolidated affiliate                      (304)         (225)         (267)
(Gain) loss on sale of assets                                          268          (280)          413
                                                                ----------    ----------    ----------
Income (loss) before income taxes                                    8,705       (22,015)         (710)

Income tax expense (benefit)                                         3,220        (3,785)         (142)
                                                                ----------    ----------    ----------
Income (loss) before cumulative effect of a change in
     accounting principle                                       $    5,485    $  (18,230)   $     (568)

Cumulative effect on prior years (to September 30, 1999) of
     change in method of revenue recognition, net of tax                --       (14,344)           --
                                                                ----------    ----------    ----------
Net Income (loss)                                               $    5,485    $  (32,574)   $     (568)
                                                                ==========    ==========    ==========
Income (loss) per common share (basic and diluted):

     Income (loss) before cumulative effect of a change in
       accounting principle                                     $     0.46    $    (1.52)   $    (0.05)

     Cumulative effect on prior years (to September 30, 1999)
       of change in method of revenue recognition, net of tax   $       --    $    (1.19)   $       --
                                                                ----------    ----------    ----------

     Net income (loss)                                          $     0.46    $    (2.71)   $    (0.05)
                                                                ==========    ==========    ==========
Weighted average shares outstanding
   Basic                                                            12,004        12,017        12,104
   Assuming dilution                                                12,008        12,017        12,104

Pro forma amounts assuming the new revenue recognition
method is applied retroactively:
   Net income (loss)                                            $    1,748    $  (18,230)   $     (568)
   Net income (loss) per common share (basic and diluted)       $     0.15    $    (1.52)   $    (0.05)

See notes to consolidated financial statements.

                                       31

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                      Years Ended September 30,
                                                                --------------------------------------
                                                                   1999          2000          2001
                                                                ----------    ----------    ----------
                                                                            (In thousands)
                                                                                   
Operating Activities:
   Net income (loss)                                            $    5,485    $  (32,574)   $     (568)
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
          Cumulative effect of change in accounting principle           --        14,344            --
          Depreciation and amortization                              9,435        10,255        10,808
          Restructuring expenses                                        --        10,572          (696)
          Net (gain)/loss on sale or disposal of assets                269          (280)          413
          Deferred compensation expense                                 --             4             6
          Income from investment in unconsolidated affiliate          (304)         (225)         (267)
   Changes in operating assets and liabilities:
          Service charges receivable, net                           (1,828)          711          (205)
          Inventory                                                (14,080)        7,512         1,429
          Notes receivable related parties                              --          (201)        1,567
          Prepaid expenses, other current assets, and other
             assets, net                                            (1,727)        1,565        (1,559)
          Accounts payable and accrued expenses                      2,247         1,340        (1,800)
          Restructuring reserve                                         --            --        (1,887)
          Customer layaway deposits                                    244           (90)         (251)
          Deferred gains and other long-term liabilities               (50)         (129)         (145)
          Federal income taxes payable                                  --            --            --
          Deferred taxes                                             1,730         1,517          (223)
          Federal income taxes receivable                             (855)       (3,350)        5,045
                                                                ----------    ----------    ----------
Net cash provided by operating activities                              566        10,971        11,667

Investing Activities:
   Pawn loans forfeited and transferred to inventory                77,908        71,800        71,058
   Pawn loans made                                                (208,201)     (187,600)     (185,097)
   Pawn loans repaid                                               126,311       122,190       113,811
                                                                ----------    ----------    ----------
                                                                    (3,982)        6,390          (228)
   Short-term loans                                                     --           (33)       (1,217)
   Additions to property, plant and equipment                      (25,793)      (18,534)       (4,456)
   Acquisitions, net of cash acquired                               (1,802)           --            --
   Purchase of pawn related assets                                      --            --            --
   Investment in unconsolidated affiliate                           (1,808)         (841)          236
   Proceeds from sale of assets                                         --         4,585        13,978
                                                                ----------    ----------    ----------
Net cash provided by (used in) investing activities                (33,385)       (8,433)        8,313

Financing Activities:
   Proceeds from bank borrowings                                    52,000        52,000        38,825
   Payments on bank borrowings                                     (17,010)      (54,011)      (59,745)
   Payment of dividends                                               (600)         (300)           --
                                                                ----------    ----------    ----------
Net cash provided by (used in) financing activities                 34,390        (2,311)      (20,920)
                                                                ----------    ----------    ----------
   Change in cash and equivalents                                    1,571           227          (940)
   Cash and equivalents at beginning of period                       1,328         2,899         3,126
                                                                ----------    ----------    ----------
   Cash and equivalents at end of period                        $    2,899    $    3,126    $    2,186
                                                                ==========    ==========    ==========
Cash paid during the periods for:
          Interest                                              $    3,911    $    7,549    $    7,818
          Income taxes                                          $    2,325    $      311    $      320
Non-cash investing and financing activities:
   Deferred gain on sale-leaseback                              $       --    $       --    $    3,281
   Issuance of common stock to 401(k) plan                      $       72    $       96    $       89
   Accumulated foreign currency translation adjustment          $      174    $     (240)   $     (241)
   Receivable from insurer for loss of fixed asset              $       79    $       --    $       --

See notes to consolidated financial statements.

                                       32

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                                                                                        Accumulated
                                                      Additional  Retained               Receivable       Other
                                     Common Stock      Paid In    Earnings/   Treasury      From       Comprehensive
                                   Shares  Par Value   Capital    (Deficit)    Stock     Stockholder   Income (loss)    Total
                                   ------  ---------  ----------  ---------   --------   -----------   -------------   --------
                                                                          (In thousands)
                                                                                               
Balances at September 30, 1998     12,011  $     120  $  114,398  $  16,830   $    (35)  $      (729)  $         (30)  $130,554

   Issuance of common stock to
          401(k) plan                  10         --          72         --         --            --              --         72
   Payment of dividends                --         --          --       (600)        --            --              --       (600)
   Foreign currency translation
        Adjustment                     --         --          --         --         --            --             174        174
   Net income                          --         --          --      5,485         --            --              --      5,485
                                                                                                                       --------
   Total comprehensive income          --         --          --         --         --            --              --      5,659
                                   ------  ---------  ----------  ---------   --------   -----------   -------------   --------
Balances at September 30, 1999     12,021        120     114,470     21,715        (35)         (729)            144    135,685

   Issuance of common stock to
          401(k) plan                  75          1          95         --         --            --              --         96
   Payment of dividends                --         --          --       (300)        --            --              --       (300)
   Amortization of stock option
        Compensation                   --         --           4         --         --            --              --          4
   Foreign currency translation
        adjustment                     --         --          --         --         --            --            (240)      (240)
   Cumulative effect of change in
        accounting method              --         --          --    (14,344)        --            --              --    (14,344)
   Net loss                            --         --          --    (18,230)        --            --              --    (18,230)
                                                                                                                       --------
   Total comprehensive loss            --         --          --         --         --            --              --    (32,814)
                                   ------  ---------  ----------  ---------   --------   -----------   -------------   --------
Balances at September 30, 2000     12,096        121     114,569    (11,159)       (35)         (729)            (96)   102,671

   Issuance of common stock to
          401(k) plan                  41         --          89         --         --            --              --         89
   Amortization of stock option
        Compensation                   --         --           6         --         --            --              --          6
   Foreign currency translation
        adjustment                     --         --          --         --         --            --            (241)      (241)
   Net loss                            --         --          --       (568)        --            --              --       (568)
                                                                                                                       --------
   Total comprehensive loss            --         --          --         --         --            --              --       (809)
                                   ------  ---------  ----------  ---------   --------   -----------   -------------   --------
Balances at September 30, 2001     12,137  $     121  $  114,664  $ (11,727)  $    (35)  $      (729)  $        (337)  $101,957
                                   ======  =========  ==========  =========   ========   ===========   =============   ========

See notes to consolidated financial statements.

                                       33

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION: EZ Corp., Inc. (the "Company") is primarily engaged in
establishing, acquiring, and operating pawnshops. As of September 30, 2001 and
December 1, 2001, the Company operated 283 locations in 12 states. The pawnshops
function as sources of customer credit and as specialty retailers primarily of
previously owned merchandise.

CONSOLIDATION: The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. All significant inter-company
accounts and transactions have been eliminated in consolidation. The Company
accounts for its 29.47% interest in Albemarle & Bond Holdings, plc ("A&B") using
the equity method.

REVENUE RECOGNITION: Pawn loans are made on the pledge of tangible personal
property. Pawn service charges on pawn loans are recorded using the interest
method for all pawn loans the Company deems to be collectible based on
historical redemption rates (see Note B). If the pawn loan is not repaid, the
forfeited collateral (inventory) is valued at the lower of cost (pawn loan
principal) or market (net realizable value) of the property. When this inventory
is sold, sales revenue and the related cost are recorded at the time of sale.

SHORT-TERM LOANS: Short-term loans, commonly known as "payday loans," generally
are made for periods of less than 30 days. Based on historical collection rates,
the Company accrues short-term loan service charges on the loans the Company
deems to be collectible.

The Company charges defaulted short-term loans and related fees to bad debt
expense when they default, leaving only active loans in the reported balance.
The amount collected from defaulted loans is recorded as a reduction of bad debt
expense at the time of collection. The Company provides for a valuation
allowance on both the principal and fees receivable, based on recent net default
rates. Net defaults and changes in the principal valuation allowance are charged
to bad debt expense. Changes to the fee receivable valuation allowance are
charged to service charge revenue. In Fiscal 2001, the Company's bad debt
expense, included in store operating expense, was $1.2 million.

INVENTORY: Inventory is stated at the lower of cost (specific identification) or
market (net realizable value). Inventory consists of merchandise acquired from
forfeited pawn loans, merchandise purchased from customers, merchandise acquired
from the acquisition of other pawnshops, and new merchandise purchased from
vendors. The Company provides an allowance for shrinkage and valuation based on
management's evaluation of the market value of the merchandise. At September 30,
2000 and 2001, the valuation allowance deducted from the carrying value of
inventory amounted to $2,238,000 and $1,059,000, respectively.

SOFTWARE DEVELOPMENT COSTS: The Company accounts for software development costs
in accordance with SOP 98-1, Accounting for the Costs of Computer Software
Developed for or Obtained for Internal Use, which requires the capitalization of
certain costs incurred in connection with developing or obtaining software for
internal use. During 1999, 2000, and 2001, approximately $5,393,000, $8,055,000
and $1,979,000 were capitalized in connection with the development of internal
software systems. Included in these amounts are $285,000, $942,000, and $278,000
of capitalized interest in 1999, 2000, and 2001. Capitalized costs are amortized
over the estimated useful lives of each system when complete and ready for its
intended use.

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

                                       34

PROPERTY AND EQUIPMENT: Property and equipment are stated at cost. Provisions
for depreciation are computed on a straight line basis using estimated useful
lives of 30 years for buildings and 2 to 10 years for furniture, equipment,
leasehold improvements, and software development costs.

INTANGIBLE ASSETS: Intangible assets consist primarily of excess purchase price
over net assets acquired in acquisitions (or goodwill). Goodwill has been
amortized on a straight-line basis over 20 to 40 years (the expected period of
benefit). Accumulated amortization of goodwill was approximately $3,854,000 and
$4,362,000 at September 30, 2000 and 2001, respectively. Accumulated
amortization of all other intangible assets was approximately $1,232,000 and
$2,250,000 at September 30, 2000 and 2001, respectively.

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

FAIR VALUE OF FINANCIAL INSTRUMENTS: The fair value of financial instruments is
determined by reference to various market data and other valuation techniques,
as appropriate. Unless otherwise disclosed, the fair values of financial
instruments approximate their recorded values, due primarily to their short-term
nature. The Company considers investments with maturities of 90 days or less
when purchased to be cash equivalents.

FOREIGN CURRENCY TRANSLATION: The Company's equity investment in A&B is
translated into U.S. dollars at the exchange rate as of A&B's balance sheet date
(June 30). The related interest in A&B's net income is translated at the average
exchange rate for each six-month period reported by A&B. Resulting translation
adjustments are reflected as a separate component of stockholders' equity.

ADVERTISING: Advertising costs are expensed as incurred. Advertising expense was
approximately $1,467,000, $1,442,000, and $1,146,000 for the fiscal years ended
September 30, 1999, 2000, and 2001.

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

STOCK-BASED COMPENSATION: The Company accounts for its stock based compensation
plans in accordance with Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" ("APB 25"). In October 1995, the Financial
Accounting Standards Board ("FASB") issued SFAS No. 123, "Accounting for Stock
Based Compensation." SFAS No. 123 encourages expensing the fair value of
employee stock options, but allows an entity to continue to account for stock
based compensation to employees under APB 25 with disclosures of the pro forma
effect on net income had the fair value accounting provisions of SFAS 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. See Note I, Common Stock, Warrants, and
Options.

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

USE OF ESTIMATES: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates and such
difference may be material.

                                       35

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS: In June 2001, the FASB issued SFAS
No. 141, "Business Combinations" that the Company adopted July 2001. SFAS No.
141 superceded Accounting Principles Board Opinion No. 16, "Business
Combinations," and related literature, and requires that all business
combinations initiated after June 30, 2001 be accounted for under the purchase
method. Use of the pooling-of-interests method is prohibited. It also
establishes criteria for the separate recognition of intangible assets acquired
in a business combination. The adoption of SFAS No. 141 had no effect on the
Company's consolidated financial position or results of operations.

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets," which the Company must adopt by its fiscal year beginning October 1,
2002, but early adoption is allowed. Upon adoption, goodwill and other
intangible assets having an indefinite useful life acquired in business
combinations are no longer subject to amortization. All goodwill and other
intangible assets having an indefinite useful life then become subject to
periodic testing for impairment and are no longer amortized. The useful lives of
other intangible assets must be reassessed and the remaining amortization
periods adjusted accordingly. The Company has not yet determined SFAS No. 142's
possible effect on the Company's consolidated financial position or results of
operations, or if it will early-adopt the statement.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 supercedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" and related literature and establishes a single accounting
model, based on the framework established in SFAS No. 121, for long-lived assets
impaired or to be disposed of. SFAS No. 144 is effective for the Company's
Fiscal 2003 year beginning October 1, 2002, and is not expected to have a
material effect on the Company's consolidated financial position or results of
operations.

NOTE B: CHANGE IN ACCOUNTING PRINCIPLE

Effective October 1, 1999, the Company changed its method of revenue recognition
on pawn loans by reducing the accrual of pawn service charge revenue to the
estimated amount which will be realized through loan collection and recording
forfeited collateral at the lower of cost (the principal amount of the loan) or
market. Previously, pawn service charges were accrued on all loans, and the
carrying value of the forfeited collateral was the lower of cost (principal
amount of loan plus accrued pawn service charges) or market.

The Company believes the new method of revenue recognition is preferable in that
it better aligns reported net revenues and earnings with current economic trends
in its business and the management of the Company. In addition, the Company
believes the new method improves comparability of its operating results and
financial position with similar companies.

The new method was applied as of October 1, 1999. The charge of $14.3 million
included in the accompanying statement of operations for the year ending
September 30, 2000 represents the cumulative effect of applying the new method
retroactively (net of an income tax benefit of $7.4 million). The pro forma
amounts shown on the statements of operations reflect the effect of retroactive
application on pawn service charge revenues and cost of goods sold had the new
method been in effect for all periods, and the related income taxes.

NOTE C: RESTRUCTURING CHARGE

In Fiscal 2000 the Company reviewed its store portfolio to determine whether
closing certain stores would improve the Company's profitability and to
determine whether certain stores were strategically viable. As a result of this
review and the continuing evaluation of such assets for impairment, the Company
decided to close 54 stores and recorded a pretax charge of $11.8 million ($7.8
million net of tax) during the fourth quarter of Fiscal 2000.

                                       36

The total pretax charge included $9.6 million (included in Restructuring expense
on the Consolidated Statement of Operations) for the write-down to realizable
value the closed stores' property, equipment, pawn loans outstanding, intangible
assets, and the estimated costs for the settlement of lease obligations,
administrative costs, severance costs, and other exit costs. Also included in
the total charge is approximately $1.0 million (included in Restructuring
expense on the Consolidated Statement of Operations) related to other
restructuring charges, primarily severance for administrative staff reductions.
All charges for severance included in the restructuring related to employees
notified of their position elimination prior to September 30, 2000. The $11.8
million pretax charge includes a $1.2 million write down of inventory (included
in Cost of goods sold on the Consolidated Statement of Operations) for discounts
expected in liquidating these stores' remaining inventory.

In June 2001, the Company re-evaluated the seven remaining stores which had not
been closed and decided to continue their operation, based on improved
performance and future outlook for these stores. Accordingly, the Company
reversed the $1.3 million restructure accrual related to these seven stores. The
Company recorded an additional $0.3 million restructure expense for the 47
stores previously closed, primarily to account for lease obligations costing
more than originally estimated, resulting in a net credit to restructuring
expense of $1.0 million in the period ended June 30, 2001.

Of the $1.0 million net credit, $0.7 million is for the anticipated
administrative costs and loss from disposing of the stores' fixed and intangible
assets and is recorded as a credit to the restructuring expense, where the
charge was recorded in September 2000. The remaining $0.3 million was originally
charged to the cost of goods sold to write these stores' inventory down to
liquidation value, and was credited to cost of goods sold in June 2001, as the
Company no longer expects to sell this inventory at liquidation prices.

The results of operations from the 47 closed stores were as follows (in
thousands):

                    Fiscal Years Ended September 30,
                 --------------------------------------
                    1999          2000          2001
                 ----------    ----------    ----------
                                    
Total revenues   $   16,183    $   15,367    $      939
Operating loss       (2,277)       (3,212)         (461)

                                       37

At September 30, 2001, the Company had a remaining restructuring reserve of
$217,000, primarily for remaining severance obligations and future rent on
closed stores, the leases of which will expire over the next three years. The
following is a summary of the types and amounts recognized as accrued expenses
together with cash payments made against such accruals and adjustments made in
the accruals (in thousands):

                                                 Write-off of
                       Lease                      Long-Lived      Administrative     Net Book        Proceeds
                     Settlement    Workforce    and Intangible    and Other Exit     Value of       from Sale       Total
                       Costs       Severance        Assets            Costs         Assets Sold     of Assets      Reserve
                     ----------    ---------    --------------    --------------    -----------    ------------    -------
                                                                                              
Reserve balance
at September 30,
1999                 $       --    $      --    $           --    $           --    $        --    $         --    $    --

Additions
(reductions)                693        1,159             7,669               543          1,714          (1,206)    10,572

Reserve Utilized           (111)        (251)           (7,669)              (87)        (1,284)            479     (8,923)
                     ----------    ---------    --------------    --------------    -----------    ------------    -------

Reserve balance
at September 30,
2000                        582          908                --               456            430            (727)     1,649

Reserve Utilized           (677)        (784)               --              (380)           (46)                    (1,887)

Adjustments                 167          (18)           (1,151)              (22)          (399)            727       (696)

Reverse the
utilization of the
long-lived assets
reserve of stores
not being closed                                         1,151                                                       1,151

Reserve balance
at September 30,
2001                 $       72    $     106    $           --    $           54    $       (15)   $         --    $   217
                     ==========    =========    ==============    ==============    ===========    ============    =======

In conjunction with the restructuring in fiscal 2000, the Company recorded an
additional $1.2 million inventory reserve for anticipated losses on sales at
stores to be closed. This amount was charged to cost of goods sold in fiscal
2000 and is excluded from the table above. Of this inventory reserve, $0.1
million was utilized by September 30, 2000, $0.6 million was utilized in the
first quarter of fiscal 2001, $0.2 million was utilized in the second quarter of
fiscal 2001, and $0.3 million was reversed in the third quarter of fiscal 2001,
as described above, leaving no balance as of June 30, 2001.

                                       38

NOTE D: EARNINGS PER SHARE

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

                                                                            Years Ended September 30,
                                                                      -------------------------------------
                                                                         1999         2000          2001
                                                                      ----------   ----------    ----------
                                                                                 (In thousands)
                                                                                        
Numerator
   Numerator for basic and diluted earnings per share:
          Net income (loss)                                           $    5,485   $  (32,574)   $     (568)
                                                                      ==========   ==========    ==========
Denominator
   Denominator for basic earnings per share:
        Weighted average shares                                           12,004       12,017        12,104
   Effect of dilutive securities:
     Employee stock options                                                   --           --            --
     Warrants                                                                  4           --            --
                                                                      ----------   ----------    ----------
          Dilutive potential common shares                                     4           --            --
                                                                      ----------   ----------    ----------

Denominator for diluted earnings per share: adjusted
weighted average shares and assumed conversions                           12,008       12,017        12,104
                                                                      ==========   ==========    ==========
Basic and diluted earnings per share                                  $     0.46   $    (2.71)   $    (0.05)
                                                                      ==========   ==========    ==========

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

                                                   Years Ended September 30,
                                             ------------------------------------
                                                1999         2000         2001
                                             ----------   ----------   ----------
                                                              
Weighted average shares subject to options    1,534,763    1,569,924    1,289,441
Average exercise price per share             $    11.30   $    11.08   $     8.57

These options were excluded from the computation of diluted earnings per share
in 1999 because the options' exercise prices were greater than the average
market price of common shares and, therefore, the effect would be anti-dilutive.
Options outstanding in 2000 and 2001 were excluded from the computation of loss
per share because the Company incurred a loss for those years.

NOTE E: ACQUISITION OF PAWN STORES AND PURCHASE OF PAWN RELATED ASSETS

During the fiscal year ended September 30, 1999, the Company paid approximately
$1.8 million for the acquisition of pawn stores and pawn related assets. The
purchase price of the acquisitions was funded primarily from an existing bank
line of credit. These acquisitions have been accounted for under the purchase
method of accounting. The operating results of the acquired locations have been
included in the Company's consolidated results of operations since their
purchase dates. Through September 30, 2001, the Company has amortized the
related goodwill of approximately $508,000 on a straight-line basis over periods
ranging from 20 to 40 years.

There were no acquisitions during the fiscal years ended September 30, 2000 and
2001.

Since none of these acquisitions are material to the results of operations or
financial position of the Company (individually or collectively) no pro forma
results have been presented.

                                       39

On March 28, 1998, the Company acquired 29.99% of the common shares of Albemarle
& Bond Holdings, plc ("A&B") for approximately $10.8 million. On October 16,
1998, the Company acquired an additional 1,896,666 newly issued common shares of
A&B for approximately $2 million. Following this purchase the Company owns
13,276,666 common shares of A&B, or approximately 29.47% of the total
outstanding shares. A&B is primarily engaged in pawnbroking, retail jewelry
sales and check cashing in England and Wales. Through September 30, 2001, the
related goodwill of approximately $9.0 million was amortized over 20 years.
Summarized financial information for this equity investment is not presented
since the investment is not material in relation to the financial position or
results of operations of the Company. The acquisition is accounted for using the
equity method. Since A&B's fiscal year end is June 30, the income reported by
the Company for its investment in A&B is on a three-month lag. The income
reported for the Company's fiscal year end of September 30 represents its
percentage interest in the results of A&B's operations, reduced by the
amortization of goodwill, from July 1 to June 30. A&B's shares are listed on the
Alternative Investment Market of the London Stock Exchange and at November 30,
2001, the market value of this investment was approximately $11.9 million, based
on the closing market price and foreign currency exchange rate on that date.

NOTE F: PROPERTY AND EQUIPMENT

Major classifications of property and equipment were as follows:

                                      September 30,
                                ------------------------
                                   2000          2001
                                ----------    ----------
                                     (In thousands)
                                        
Land                            $    5,293    $    2,397
Buildings and improvements          46,019        36,744
Furniture and equipment             36,507        33,986
Software                             5,216        20,914
Construction in progress            15,110            52
                                ----------    ----------
Total                              108,145        94,093

Less accumulated depreciation      (47,015)      (49,128)
                                ----------    ----------

                                $   61,130    $   44,965
                                ==========    ==========

NOTE G: ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

                                          September 30,
                                       -------------------
                                         2000       2001
                                       --------   --------
                                          (In thousands)
                                            
Trade accounts payable                 $  3,570   $  1,864
Accrued payroll and related expenses      4,765      4,083
Other accrued expenses                    3,676      3,719
                                       --------   --------
                                       $ 12,011   $  9,666
                                       ========   ========

                                       40

NOTE H: LONG-TERM DEBT

Long-term debt consisted of:

                                                                                    September 30,
                                                                                 -------------------
                                                                                   2000       2001
                                                                                 --------   --------
                                                                                    (In thousands)
                                                                                      
Note payable to bank under credit agreement dated December 10, 1998, as
amended on September 29, 1999, March 31, 2000, December 15, 2000, and
April 30, 2001; interest payable monthly at prime rate plus 2.5% to 3.5% (8.7%
at September 30, 2001); annual commitment fee of 0.25% of the unused
portion payable in quarterly installments; principal due December 3, 2001
                                                                                 $ 81,000   $ 60,192

Other                                                                                 112         --
                                                                                 --------   --------
                                                                                   81,112     60,192
Less current maturities                                                            22,087     15,947
                                                                                 --------   --------
                                                                                 $ 59,025   $ 44,245
                                                                                 ========   ========

Effective December 3, 2001, the Company amended and restated its credit
agreement. Among other things, the amendment extends the maturity date to
October 1, 2002. The amended credit agreement provides for a $45 million
revolving credit facility and a term loan of approximately $15 million, which
are secured by substantially all of the Company's assets. Availability under the
revolving credit facility continues to be tied to loan and inventory balances.
The term facility must be paid in full by July 1, 2002. These term facility
payments will be made from operating cash flow and the sale of assets, primarily
sale-leaseback transactions of owned properties. Interest on the revolving
credit facility will accrue at the agent bank's prime rate ("Prime") plus 300
basis points, but will be payable monthly at Prime plus 100 basis points. The
accrued but unpaid interest will be payable upon the earlier of the refinancing
or maturity of the revolving credit facility. Interest on the term loan will
accrue and be paid monthly at Prime plus 350 basis points. The Company pays a
commitment fee of 25 basis points on the unused amount of the revolving
facility.

The Company believes that the financial covenants established in the amended
credit facility will be achieved based upon the Company's current and
anticipated performance. Based upon management's expected performance for Fiscal
2002, including the sale-leaseback of certain assets and the availability under
the revolving credit facility, the Company believes that there is adequate
liquidity to fund the Company's operations and to make the required principal
payments under the term loan during Fiscal 2002. However, material shortfalls or
variances from anticipated performance or the delay in the sale of certain of
its assets could require the Company to seek a further amendment to the amended
credit facility or alternate sources of financing, or to limit capital
expenditures to an amount less than that currently anticipated or permitted
under the amended and restated credit facility.

The Company currently has a $691,000 letter of credit with the bank group as
required by a legal agreement relating to certain insurance policies.

NOTE I: COMMON STOCK, WARRANTS, AND OPTIONS

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

                                       41

unissued shares of Class A Common Stock as would be issuable upon conversion of
all outstanding shares of Class B Common Stock.

At September 30, 2001, warrants to purchase 23,579 shares of Class A Common
Stock and 4,074 shares of Class B Common Stock at $6.17 per share were
outstanding. The warrants are exercisable through July 25, 2009.

The Company has an Incentive Stock Option Plan (the "1991 Plan") under which
options to purchase Class A Common Stock could be granted to employees until
adoption of the 1998 Plan discussed below. Options granted under the 1991 Plan
were granted at exercise prices equal to or greater than the fair market value
of the Class A Common Stock on the date of grant. Grants under the 1991 Plan
provide for accelerated vesting upon a change in control of the Company.

On November 5, 1998, the Compensation Committee of the Board of Directors
approved the adoption of the EZCORP, Inc. 1998 Incentive Plan (the "1998 Plan"),
which provides for stock option awards of up to 1,275,000 of the Company's Class
A Common Stock. In approving such plan, the Compensation Committee resolved that
no further options would be granted under any previous plans.

On November 5, 1998, the Compensation Committee of the Board of Directors
approved a grant of 1,023,000 options to named executives, exercisable at $10.00
per share, and, except as discussed below, vesting on October 6, 2008. As of
September 30, 2001, 450,000 of these options remained outstanding (options
granted less options canceled due to employee termination) and none had been
exercised. The terms of this grant provide for accelerated vesting upon
achievement of certain debt to equity ratios and levels of earnings per share,
ranging from $1.30 in Fiscal 2001 to $3.66 in Fiscal 2005.

In Fiscal 2000 and 2001, the Compensation Committee of the Board of Directors
approved additional grants of options under the 1998 Plan at exercise prices
ranging from $2.00 to $15.00. Under both the 1991 Plan and the 1998 Plan, the
options vest at 20% each year and are fully vested in five years. They have a
contractual life of ten years. No options have been exercised pursuant to either
Plan. Total options available for grant at September 30, 2001 under the 1998
Plan were 242,250. A summary of the option plan activity follows:

                         SUMMARY OF OPTION PLAN ACTIVITY

                                             Number of Shares      Price Range of Shares       Weighted Average
                                             ----------------      ---------------------       ----------------
                                                                                      
Outstanding at September 30, 1998                     647,510        $ 8.75 - $21.75                $ 13.20
             Granted                                1,048,000                 $10.00                $ 10.00
             Canceled                                 (88,237)       $ 8.75 - $21.75                $ 11.58
             Exercised                                     --               -                            --
                                                           --        ---------------                -------
Outstanding at September 30, 1999                   1,607,273        $10.00 - $21.75                $ 11.20
             Granted                                  250,000        $ 2.00 - $15.00                $  9.12
             Canceled                                (858,967)       $10.00 - $21.75                $ 11.15
             Exercised                                     --               -                            --
                                                    ---------        ---------------                -------
Outstanding at September 30, 2000                     998,306        $ 2.00 - $21.75                $ 10.73
                                                    ---------        ---------------                -------
             Granted                                  387,800        $ 2.00 - $ 2.41                $  2.01
             Canceled                                (119,883)       $ 2.00 - $21.75                $  5.10
             Exercised                                     --               -                            --
                                                    ---------        ---------------                -------
Outstanding at September 30, 2001                   1,266,223        $ 2.00 - $21.75                $  8.60
                                                    ---------        ---------------                -------

                                       42

                          RANGE OF OPTIONS OUTSTANDING

                                                          Weighted                        Exercisable
                                          Weighted        Average                            Shares
                         Number of         Average       Remaining                          Weighted
   Range of               Shares          Exercise      Contractual                        Avg. Exer.
Exercise Prices         Outstanding        Price        Life (years)    Exercisable          Price
- ---------------         -----------       --------      ------------    -----------       -----------
                                                                            
$ 2.00-$ 4.00              406,750         $ 2.40           8.95          48,000            $  3.92
$10.00-$10.00              526,000         $10.00           7.24          10,400            $ 10.00
$12.00-$12.75               88,273         $12.32           4.55          70,773            $ 12.40
$13.00-$21.75              245,200         $14.50           4.97         145,200            $ 14.84
- --------------           ---------         ------           ----         -------            -------
$12.00-$21.75            1,266,223         $ 8.60           7.16         274,373            $ 12.12

In accordance with SFAS 123, the fair value of these options was estimated at
the date of grant using a Black-Scholes option pricing model with the following
weighted average assumptions for the years ended September 30, 2000 and 2001,
respectively:

                                                                        September 30,
                                                                    ----------------------
                                                                     2000           2001
                                                                    -------        -------
                                                                             
Risk-free interest rate                                                6.00%          5.50%
Dividend yield                                                            0%             0%
Volatility factor of the expected market price of the
    Company's common stock                                            0.890          1.490
Expected life of the options                                        5 years        5 years
Weighted average fair value of options granted:
    Exercise price greater than fair value at date of grant         $  3.51        $  0.99
    Exercise price less than fair value on the date of grant        $  2.38        $  2.30

During Fiscal 2000, options to purchase 50,000 shares were granted to an
employee below the market price on the date of grant. As a result, the Company
recorded deferred compensation of approximately $31,000, of which $4,000 and
$6,000 was amortized to non-cash compensation expense during Fiscal 2000 and
2001. The remaining unearned compensation will be recognized as non-cash
compensation expense over the remaining vesting period of approximately three
years.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, this option valuation model requires the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the Black-Scholes model does not necessarily provide a reliable single
measure of the fair value of its employee stock options. Additionally, because
the provisions of SFAS 123 are not effective for options granted prior to
October 1, 1996 and due to the nature and timing of option grants, the resulting
pro forma compensation costs may not be indicative of future compensation costs.
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. The Company's pro
forma net income is as follows:

                                                     1999       2000        2001
                                                   --------   --------    --------
                                                                 
Net income (loss), as reported                     $  5,485   $(32,574)   $   (568)
Less: pro forma compensation expense                    558         13         447
                                                   --------   --------    --------
Net income (loss), pro forma                       $  4,927   $(32,587)   $ (1,015)

Basic and diluted earnings (loss) per share, pro
forma                                              $   0.41   $  (2.71)   $  (0.08)

                                       43

Shares of reserved common stock at September 30, 2001, were as follows:

                                      Class A     Class B
                                     ---------   ---------
                                           
Stock option plan                    1,275,000          --
Stock warrants                          23,579       4,074
401(k) plan                            100,000          --
Conversion of Class B Common Stock   1,198,990          --
                                     ---------   ---------
                                     2,597,569       4,074
                                     =========   =========

NOTE J: INCOME TAXES

As of September 30, 2001, the Company had federal net operating loss
carryforwards of $5,749,000 which will expire in 2020, if not utilized. The
Company has alternative minimum tax and foreign tax credit carryforwards of
$330,000 and $35,000 respectively. The alternative minimum tax credit
carryforwards do not expire. The foreign tax credit carryforwards begin to
expire in 2004, if not utilized.

Utilization of the net operating losses and credit carryforwards may be subject
to a substantial limitation due to the "change in ownership" provisions of the
Internal Revenue Code of 1986. If a change in ownership were to occur, the
annual limitation may result in the expiration of net operating losses before
utilization.

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

                    Years Ended September 30,
                 --------------------------------
                   1999        2000        2001
                 --------    --------    --------
                          (In thousands)
                                
Current
     Federal     $  1,419    $ (5,302)   $     --
     State             71          --          --
                 --------    --------    --------
                    1,490      (5,302)         --
Deferred
     Federal        1,730       1,517        (142)
     State             --          --          --
                 --------    --------    --------
                 $  3,220    $ (3,785)   $   (142)
                 ========    ========    ========

Income tax expense (benefit) is included in the financial statements as follows:

                                                         Years Ended September 30,
                                                      --------------------------------
                                                        1999        2000        2001
                                                      --------    --------    --------
                                                               (In thousands)
                                                                     
Continuing operations                                 $  3,220    $ (3,785)   $   (142)
Cumulative effect of change in accounting principle         --      (7,390)         --
                                                      --------    --------    --------
                                                      $  3,220    $(11,175)   $   (142)
                                                      ========    ========    ========

                                       44

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

                                                               Years Ended September 30,
                                                            --------------------------------
                                                              1999        2000        2001
                                                            --------    --------    --------
                                                                     (In thousands)
                                                                           
Income taxes at the federal statutory rate                  $  3,047    $ (7,485)   $   (242)
Effect of nondeductible amortization of intangible assets         27          27          --
State income tax, net of federal benefit                          73          --          --
Change in valuation allowance                                     --       3,700          --
Other                                                             73         (27)        100
                                                            --------    --------    --------
                                                            $  3,220    $ (3,785)   $   (142)
                                                            ========    ========    ========

Income before income taxes for continuing operations on the statements of
operations differs from taxable income due to the following, which are accounted
for differently for financial statement purposes than for federal income tax
purposes and result in deferred tax expense (benefit):

                                                       Years Ended September 30,
                                                   --------------------------------
                                                     1999        2000        2001
                                                   --------    --------    --------
                                                            (In thousands)
                                                                  
Inventory basis                                    $   (133)   $    480    $   (661)
Provision for store closings and related charges         71      (3,240)      2,957
Software basis                                        1,870       2,611        (111)
General reserves                                        126        (981)        401
Tax carryforwards                                        --        (522)     (1,798)
Deferred gains                                           --          --      (1,075)
Valuation allowance                                      --       3,700          --
Other                                                  (204)       (531)        145
                                                   --------    --------    --------
                                                   $  1,730    $  1,517    $   (142)
                                                   ========    ========    ========

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

                                                        2000        2001
                                                      --------    --------
                                                         (In thousands)
                                                            
Deferred tax liabilities:
   Amortization of software costs                     $  6,707    $  7,235
   Prepaid expenses                                        314         503
   Other                                                   160          10
                                                      --------    --------
Total deferred tax liabilities                           7,181       7,748

Deferred tax assets:
   Book over tax depreciation                            3,677       5,306
   Tax over book inventory                               7,560       7,826
   Accrued liabilities                                     153          94
   Provision for store closings and related charges      3,031          74
   Pawn service charge receivable                        1,935       2,037
   Tax carryforwards                                       522       2,331
                                                      --------    --------
Total deferred tax assets                               16,878      17,668
                                                      --------    --------
Net deferred tax asset                                   9,697       9,920
Valuation allowance                                     (3,700)     (3,700)
                                                      --------    --------
Net deferred taxes                                    $  5,997    $  6,220
                                                      ========    ========

The Company has established a valuation allowance due to uncertainties regarding
the realization of certain deferred tax assets. The valuation allowance was not
increased during the year ended

                                       45

September 30, 2001 because management believes that it is more likely than not
that the Company's net deferred tax asset will be realized as a result of
expected future taxable income from operations and certain tax planning
strategies.

Substantially all of the Company's operating income was generated from domestic
operations during 2000 and 2001. At September 30, 2000 and 2001, the Company has
provided deferred income taxes on all undistributed earnings from its foreign
unconsolidated affiliate. Such earnings have been reinvested in foreign
operations except for dividends at September 30, 2000 and 2001 of approximately
$258,000 and $235,000, respectively. Furthermore, any taxes paid to foreign
governments on those earnings may be used in whole or in part as credits against
the U.S. tax on any dividends distributed from such earnings.

NOTE K: RELATED PARTY TRANSACTIONS

Pursuant to the terms of a financial advisory services agreement, Morgan Schiff,
an affiliate of the general partner of the majority stockholder, provides
management consulting and investment banking services to the Company for a
$33,333 monthly retainer. These services include ongoing consultation with
respect to offerings by the Company of its securities, including, but not
limited to, the form, timing, and structure of such offerings. In addition to
the retainer, the affiliate earns fees from the Company for other business and
financial consulting services. Morgan Schiff has waived these consulting fees
since July 2000. In Fiscal 2001, Morgan Schiff received expense reimbursements
of $426,000 from the Company. In Fiscal 2000, Morgan Schiff received $33,333 per
month from October to June for its services as a financial advisor and received
expense reimbursements of $574,000. In Fiscal 1999, Morgan Schiff received
$33,333 per month for its services as a financial advisor and received related
expense reimbursements of $412,000.

In 1994, the Company loaned the former President and Chief Executive Officer and
current director, Vincent Lambiase, $729,000 to purchase 50,000 shares of Class
A Common Stock. The loan is shown as a reduction of stockholders' equity in
these financial statements. The maturity date of the loan is the earlier of (a)
ten business days following the first day that the closing price for the
Company's stock is equal to or exceeds $10 per share, or (b) August 1, 2005.
Additionally, under the agreement, all accrued and unpaid interest due on the
loan is forgiven until the first day that the closing price for the Company's
stock is equal to or exceeds $6 per share. As of September 30, 2001, the amount
owed is approximately $729,000 plus accrued interest of approximately $54,500.
The Company records interest income on the loan. Any forgiveness of interest is
charged as compensation expense for Mr. Lambiase.

In October 1994, the Board of Directors approved agreements that provide
incentive compensation to the Chairman, Sterling Brinkley, and Mr. Lambiase,
based on growth in the share price of the Company's Class A Non-voting Common
Stock. Each executive was advanced $1.5 million evidenced by a recourse
promissory note, initially due in 2005 and bearing interest at the minimum rate
allowable for federal income tax purposes (5.8% for Fiscal 2001).

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

Under the terms of Mr. Brinkley's $1.5 million loan, as amended, the loan
principal will be forgiven if, prior to October 1, 2005, a stock price target of
$28.25 is attained. The loan provides that upon Mr. Brinkley's death or
disability or certain changes in control the then remaining principal and
interest will be forgiven. Accrued interest is forgiven based upon continued
employment and the Company is required to reimburse Mr. Brinkley for the income
tax consequences of forgiveness of any portion of the debt. Through September
30, 2001, the stock price target had not been attained.

Under both the $1.5 million loans to Mr. Lambiase and Mr. Brinkley, charges to
operations consist of interest forgiveness and related income tax costs and
totaled approximately $272,000, $306,000, and $288,000 for the years ended
September 30, 1999, 2000, and 2001, respectively. In Fiscal 2001, the

                                       46

interest forgiveness and related income tax costs related to Mr. Lambiase's $1.5
million loan were $127,000 and were charged to the Company's restructuring
reserve.

In February 2000, the Company loaned Mr. Rotunda $200,000. The principal and
interest of the loan are subject to forgiveness in equal increments over a
three-year period conditioned upon Mr. Rotunda's continued employment with the
Company on February 24th of each year. The Company is required to reimburse Mr.
Rotunda for the income tax consequence of any portion of the interest forgiven.
The remaining balance of this loan was $133,333 at September 30, 2001.

NOTE L: LEASES

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

                             Total
                        (In thousands)
                        --------------
                                    
                   2002                $ 10,919
                   2003                   8,812
                   2004                   5,846
                   2005                   3,859
                   2006                   2,588
                Thereafter               15,367
                                       --------
                                       $ 47,391
                                       ========

The Company subleases some of the above facilities. Future minimum rentals
expected under these subleases amount to $173,000 in 2002 and $99,000 in 2003.

Rent expense for the years ending September 30, 1999, 2000, and 2001 was $13.0
million, $13.6 million, and $13.0 million, respectively.

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

NOTE M: EMPLOYMENT AGREEMENTS

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

The Company agreed to accelerate the release of contractual restrictions on the
transfer of Mr. Logue's 967,742 shares of common stock. The settlement released
191,548 shares immediately, and a like amount was released on October 29, 1998.
An additional 95,774 shares were released from restrictions on each of October
29, 1999 and October 29, 2000, with the remaining 40% of the shares released in
July 2001. As a result of this settlement, on February 4, 1998, 285,417 shares
of Mr. Logue's Class B Voting Common Stock were converted to publicly traded
Class A Non-voting Common Stock. The majority holder of the Class B Voting
Common Stock had previously approved and implemented the conversion of Mr.
Logue's other 682,325 shares from Class B Common Stock to Class A Common Stock

                                       47

during the fiscal years ended September 30, 1996 and 1997. Also as a part of
this settlement, Mr. Logue agreed to assign 10,000 shares of his stock to the
Company. The Company accounted for the receipt of these shares as a capital
transaction and has excluded the effect of this transfer from net income. The
Company and Mr. Logue also clarified the scope of Mr. Logue's continuing
non-competition agreement, negotiated a five year limitation on Mr. Logue's
financial investments in competing pawnshop businesses and negotiated renewal
options with respect to certain existing real estate leases for store locations.

As President and Chief Executive Officer, Joseph L. Rotunda's annual
compensation includes a base salary of $400,000 and an annual bonus ranging from
50% to 150% of his base salary dependent upon the attainment of Board approved
operating goals. In the event of a change of control, Mr. Rotunda is entitled to
receive a bonus payment equivalent to 200% of his annual compensation, as well
as the immediate vesting of all stock options. If Mr. Rotunda's employment is
terminated, other than for cause, he is entitled to receive a severance payment
equal to his annual compensation. As long as Mr. Rotunda's employment with the
Company continues, a $200,000 loan by the Company to Mr. Rotunda is subject to
forgiveness over a three-year period ending on February 24, 2003.

Vincent A. Lambiase was employed as the Company's President and Chief Executive
Officer pursuant to an employment which provided for an annual salary, a bonus,
and a $1,500,000 loan and a $729,000 loan from the Company, among other things.
As of August 15, 2000, the Company entered into an agreement with Mr. Lambiase
whereby the parties mutually agreed to terminate his employment with the
Company. According to the terms of this agreement, the Company paid Mr. Lambiase
a monthly salary of $37,500 through August 14, 2001. This agreement further
modified the terms and conditions of the $1.5 million and $729,000 loans. See
Note K.

NOTE N: 401(k) PLAN

The Company sponsors a 401(k) Plan under which eligible employees of the Company
may contribute a maximum of 15% of their compensation within allowable limits.
To be eligible, an employee must be at least 21 years old and have been employed
by the Company for at least six months. The Company will match 25% of each
employee's contribution, up to 6% of their compensation, in the form of the
Company's Class A Non-voting Common Stock. Contribution expense related to the
plan for 1999, 2000 and 2001 was approximately $72,000, $96,000 and $89,000,
respectively.

NOTE O: CONTINGENCIES

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

NOTE P: STOCKHOLDERS' EQUITY

On July 27, 1998, the Board of Directors declared an annual $0.05 per share cash
dividend payable quarterly. The first quarterly dividend of $0.0125 per share
was paid on August 25, 1998 to stockholders of record on August 11, 1998. The
Company continued its quarterly payment of $0.0125 per share through the quarter
ended March 31, 2000.

                                       48

NOTE Q: QUARTERLY INFORMATION (UNAUDITED)

                                                         Year Ended September 30
                                 ----------------------------------------------------------------------
                                 First Quarter(1)    Second Quarter    Third Quarter     Fourth Quarter
                                 ----------------    --------------    --------------    --------------
                                                 (In thousands, except per share amounts)
                                                                             
Fiscal 2001

Total revenues                   $       47,241      $       48,819    $       43,100    $       47,010
Net revenues                             29,143              27,384            24,673            25,881
Restructuring expense                        --                  --              (696)               --
Net income (loss)                         1,053                  33              (442)           (1,212)

Net income (loss) per share      $         0.09      $         0.00    $        (0.04)   $        (0.10)

Fiscal 2000

Total revenues                   $       53,940      $       53,697    $       42,238    $       47,524
Net revenues                             31,257              29,010            26,153            22,925
Restructuring expense                        --                  --                             (10,572)
Net income (loss) before
cumulative effect of change in
accounting principle                      1,263              (1,279)           (2,150)          (16,064)
Cumulative effect of change in
accounting principle                    (14,344)                 --                --                --
Net income (loss)                       (13,081)             (1,279)           (2,150)          (16,064)

Per share amounts:
Net income (loss) before
cumulative effect of change in
accounting principle             $         0.10      $        (0.11)   $        (0.18)   $        (1.33)
Net income (loss)                $        (1.09)     $        (0.11)   $        (0.18)   $        (1.33)

Fiscal 1999

   Total revenues                $       60,415      $       60,083    $       53,902    $       57,569
   Net revenues                          31,393              28,982            28,520            29,250
Net income                                2,379               2,151               469               486

Net income per share             $         0.20      $         0.18    $         0.04    $         0.04

(1) The numbers presented for the quarter ended December 31, 1999 have been
adjusted for the change in accounting principle as it was effective October 1,
1999.

Included in the fourth quarter of Fiscal 2000 is a restructuring charge of $11.8
million for store closings, associated closing costs, asset impairment and other
restructuring charges (see Note C). Included in the $11.8 million is the $10.6
million separately classified charge shown above and a $1.2 million write-down
of inventory that was charged to cost of goods sold.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

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

                                       49

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers and directors of the Company as of December 1, 2001 were
as follows:

Name                                 Age       Title
- ----                                 ---       -----
                                         
Sterling B. Brinkley(1)              49        Chairman of the Board of Directors
Joseph L. Rotunda(1)(3)              54        President, Chief Executive Officer, and Director
Daniel N. Tonissen(1)(3)             51        Senior Vice President, Chief Financial Officer,
                                               Assistant Secretary, and Director
Mark C. Pickup(2)(4)                 51        Director
Steve Price(2)(4)                    63        Director
Richard D. Sage(2)(4)                61        Director
Vincent A. Lambiase                  61        Director
Robert F. Bloom                      50        Senior Vice President of Operations
John R. Kissick                      59        Vice President of Strategic Development
Matthew B. Campbell                  45        Vice President of Administration
Connie L. Kondik                     37        Secretary and General Counsel
Daniel M. Chism                      33        Controller and Assistant Secretary
Tom B. Young                         52        Chief Information Officer

(1) Member of Executive Committee

(2) Member of Incentive Compensation Committee

(3) Member of Section 401(k) Plan Committee

(4) Member of Audit Committee

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

Mr. Rotunda has served as director, President, and Chief Executive Officer of
the Company since August 2000 following his initial employment with EZCorp as
director, President, and Chief Operating Officer in February 2000. From 1998 to
2000, he was Chief Operating Officer of G&K Services, Inc, a $500 million
provider of uniform and textile products based in Minneapolis MN. From 1991 to
1998 he progressed through several officer positions to ultimately become
Executive Vice President and Chief Operating Officer of Thorn Americas, Inc.
(d.b.a. Rent-A-Center, Remco, and U-Can Rent) as the company grew from 700 to
1400 stores. Mr. Rotunda began his career with Montgomery Ward, from 1969
through 1991, and held numerous positions including Territory Vice President and
Vice President of Customer Service and New Stores. Mr. Rotunda also currently
serves as a Director of RTO Enterprises, Inc., Toronto, Canada.

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

                                       50

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

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

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

Mr. Lambiase has served as a director of the Company since 1994. Mr. Lambiase
also served as Chief Executive Officer of the Company from 1994 to August 2000
and as President of the Company from 1994 to February 2000. From 1991 to 1994,
he was a Vice President for Blockbuster Entertainment, Inc. From 1986 to 1991,
he was an associate of E.S. Jacobs & Company, a venture capital firm. From 1978
to 1985, he was CEO of Winchell's Donut House.

Mr. Bloom has served as the Senior Vice President of Operations since June 2000.
From January 1999 to May 2000, he served as the Metromedia Restaurant Group
Regional Vice President of Franchise Operations for the Family Steakhouse
division. Prior to 1999, he served as the Divisional Vice President of the Rural
Division for Thorn Americas, Vice President and General Manager for Thorn
Leasing Concepts, and Vice President Operations Administration for Thorn
Americas, Inc.

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

Mr. Campbell served as the Company's Vice President of Human Resources from May
2001 to August 2001. Since August 2001, Mr. Campbell has served as the Company's
Vice President of Administration. From 1998 to 2001, Mr. Campbell served as the
Chief Operating Officer of SpinCycle, Inc., where he also served as the Chief
Learning Officer from 1997 to 1998. From 1994 to 1997, Mr. Campbell was the
Senior Director of Training and Management Development for Thorn Americas, Inc.
From 1991 to 1994, he served as the Dean of Remco University for Remco America,
Inc. Mr. Campbell also served as a Professor of Political Science for Troy State
University from 1983 to 1991.

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

Mr. Chism has served as Controller and Assistant Secretary of the Company since
August 1999 and as Secretary from May 2000 to January 2001. From 1996 to 1999,
Mr. Chism served as Audit Manager for Ernst & Young LLP, where he also served as
an audit Senior and audit staff member from 1991 to 1995. From 1995 to 1996, Mr.
Chism served as a Director of Internal Audit and a departmental Controller for
VarTec Telecom, Inc. Mr. Chism is a Certified Public Accountant licensed by the
Texas State Board of Public Accountancy.

                                       51

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

COMMITTEES OF THE BOARD

The Board of Directors held five meetings during the year ended September 30,
2001. The Board of Directors has appointed four committees: an Executive
Committee, an Audit Committee, a Compensation Committee, and a Section 401(k)
Plan Committee. The members of the Executive Committee for Fiscal 2001 were Mr.
Brinkley, Mr. Rotunda, and Mr. Tonissen. The Executive Committee held four
meetings, which all members attended. The members of the Audit Committee for
Fiscal 2001 were Mr. Pickup, Mr. Sage, and Mr. Price. The Audit Committee held
four meetings which all members attended. All audit committee members are
independent directors and are financially literate. As a former Partner of Ernst
& Young LLP, Mr. Pickup has significant accounting and financial expertise. The
Compensation Committee, comprised of Mr. Pickup and Mr. Price, held one meeting
during Fiscal 2001 of which all members attended. The committee that administers
the Section 401(k) Plan consists of Mr. Rotunda and Mr. Tonissen and held one
meeting during Fiscal 2001 of which all members attended. All directors attended
at least 75% of the total number of meetings of the Board and of the committees
on which they serve.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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

                                       52

ITEM 11. EXECUTIVE COMPENSATION

CASH COMPENSATION

The following table sets forth compensation paid by the Company and its
subsidiaries for services during Fiscal 1999, Fiscal 2000 and Fiscal 2001 to the
Company's Chief Executive Officer, and to each of the Company's four most highly
compensated executive officers whose total annual compensation exceeded $100,000
(such persons collectively herein referred to as the "Named Executive
Officers").

                                                                                                All other
                                                            Annual Compensation               Compensation

Name and Principal Position                       Year     Salary($)    Bonus($)   Other($)     ($)(1)(2)
                                                  ----     ---------    --------   --------     ---------
                                                                               
Sterling B. Brinkley                              1999       325,000     124,468     70,270          --
Chairman of the Board(3)                          2000       282,502      83,720     78,528       2,311
                                                  2001        25,472      87,000     81,605       1,669

Joseph L. Rotunda                                 1999            --          --         --          --
President & Chief Executive Officer(4)            2000       208,654          --    170,191         690
                                                  2001       400,000      78,298     75,852       2,622

Vincent A. Lambiase                               1999       450,000     135,538    159,413       3,600
Former President & Chief Executive Officer,       2000       450,000     154,783    576,294       2,370
Current director(5)                               2001            --     148,947    101,568          --

Daniel N. Tonissen                                1999       239,423          --     22,000       2,592
Senior Vice President, Chief Financial            2000       240,000          --     41,798       1,706
Officer and Assistant Secretary(6)                2001       240,000          --     28,018       1,830

Robert F. Bloom                                   1999            --          --         --          --
Senior Vice President of Operations(7)            2000        73,596          --     30,048         210
                                                  2001       161,539          --         --       1,179

Tom B. Young                                      1999            --          --         --          --
Chief Information Officer                         2000        41,827          --         --          --
                                                  2001       126,803          --         --         276

Daniel M. Chism                                   1999        19,231          --         --          --
Controller and Secretary                          2000       125,000       8,712         --         891
                                                  2001       129,810          --         --         313

(1)  The Company's long-term compensation program for most senior officers does
     not include long-term incentive payouts, SARs, or other forms of
     compensation.

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

(3)  Mr. Brinkley's Other Annual Compensation includes $81,605 for payment of
     taxes for Fiscal 2001.

(4)  Mr. Rotunda's Other Annual Compensation includes $54,523 for payment of
     taxes for Fiscal 2001.

(5)  Mr. Lambiase's Other Annual Compensation includes $101,568 for payment of
     taxes for Fiscal 2001. Mr. Lambiase's Fiscal 2001 salary was reported as
     "Other" compensation in Fiscal 2000 due to its inclusion in a termination
     agreement at that time.

(6)  Mr. Tonissen's Other Annual Compensation includes $22,036 for auto
     allowance.

(7)  Mr. Bloom's Other Annual Compensation for Fiscal 2000 includes $30,048 for
     relocation to Austin, Texas.

EMPLOYMENT AGREEMENTS

As President and Chief Executive Officer, Joseph L. Rotunda's annual
compensation includes a base salary of $400,000 and an annual bonus ranging from
50% to 150% of his base salary dependent upon

                                       53

the attainment of Board approved operating goals. In the event of a change of
control, Mr. Rotunda is entitled to receive a bonus payment equivalent to 200%
of his annual compensation, as well as immediate vesting of all stock options.
If Mr. Rotunda's employment is terminated, other than for cause, he is entitled
to receive a severance payment equal to his annual compensation. As long as Mr.
Rotunda's employment with the Company continues, a $200,000 loan by the Company
to Mr. Rotunda is subject to forgiveness over a three-year period ending on
February 24, 2003.

Vincent A. Lambiase was employed as the Company's President and Chief Executive
Officer pursuant to an employment agreement which provided for an annual salary,
a bonus, and a $1.5 million loan and a $729,000 loan from the Company, among
other things. As of August 15, 2000, the Company entered into an agreement with
Mr. Lambiase whereby the parties mutually agreed to terminate his employment
with the Company. Pursuant to the terms of this agreement, the Company paid Mr.
Lambiase a monthly salary of $37,500 through August 14, 2001. This agreement
further modified the terms and conditions of the $1.5 million loan by extending
the term and forgiving interest. Mr. Lambiase repaid the $1.5 million loan in
accordance with its terms. As stipulated by the loan amendment dated August 15,
2000, the Company forgave the related accrued interest on this date and
reimbursed Mr. Lambiase for the income tax consequences of the interest
forgiven. The $729,000 loan was also modified to change the maturity date and
provisions related to forgiveness and repayment of interest.

INSIDER NOTES

In 1994, the Company loaned the former President and Chief Executive Officer and
current director, Vincent Lambiase, $729,000 to purchase 50,000 shares of Class
A Common Stock. The loan is shown as a reduction of stockholders' equity in
these financial statements. The maturity date of the loan is the earlier of (a)
ten business days following the first day that the closing price for the
Company's stock is equal to or exceeds $10 per share, or (b) August 1, 2005.
Additionally, under the agreement, all accrued and unpaid interest due on the
loan is forgiven until the first day that the closing price for the Company's
stock is equal to or exceeds $6 per share. As of September 30, 2001, the amount
owed is approximately $729,000 plus accrued interest of approximately $54,500.
The Company records interest income on the loan. Any forgiveness of interest is
charged as compensation expense for Mr. Lambiase.

In October 1994, the Board of Directors approved agreements that provide
incentive compensation to the Chairman, Sterling Brinkley, and Mr. Lambiase,
based on growth in the share price of the Company's Class A Non-voting Common
Stock. Each executive was advanced $1.5 million evidenced by a recourse
promissory note, initially due in 2005 and bearing interest at the minimum rate
allowable for federal income tax purposes (5.8% for Fiscal 2001).

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

Under the terms of Mr. Brinkley's $1.5 million loan, as amended, the loan
principal will be forgiven if, prior to October 1, 2005, a stock price target of
$28.25 is attained. The loan provides that upon Mr. Brinkley's death or
disability or certain changes in control the then remaining principal and
interest will be forgiven. Accrued interest is forgiven based upon continued
employment and the Company is required to reimburse Mr. Brinkley for the income
tax consequences of forgiveness of any portion of the debt. Through September
30, 2001, the stock price target had not been attained.

In February 2000, the Company loaned Mr. Rotunda $200,000. The principal and
interest of the loan are subject to forgiveness in equal increments over a
three-year period ending February 24, 2003 conditioned upon Mr. Rotunda's
continued employment with the Company on February 24th of each year. The Company
is required to reimburse Mr. Rotunda for the income tax consequence of any
portion of the interest forgiven. The remaining balance of this loan was
$133,333 at September 30, 2001.

                                       54

DIRECTOR COMPENSATION

Mr. Pickup receives $25,000 per annum as compensation for his service as a
director and Chairman of the Audit Committee. Mr. Price and Mr. Sage each
receive $12,000 per annum as compensation for their board service. No other
outside director receives compensation from the Company.

STOCK OPTIONS

On November 5, 1998, the Compensation Committee of the Board of Directors
approved the grant of 350,000 options to Sterling B. Brinkley and 100,000
options to Daniel N. Tonissen which remain outstanding. The options are
exercisable at $10 per share, vest on October 6, 2008, and have a contractual
life of ten years. The terms of this grant provide for accelerated vesting upon
achievement of certain debt to equity ratios and levels of earnings per share,
ranging from $1.30 in Fiscal 2001 to $3.66 in Fiscal 2005. If any of these
options fail to qualify as incentive options under the Internal Revenue Code,
the Company has agreed to pay a bonus to each Optionee at the time and in the
amount of any tax savings actually realized by the Company resulting therefrom.

                                       55

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                INDIVIDUAL GRANTS

                                Number of     % of Total                                    Potential Realizable Value
                               Securities      Options/                                      At Assumed Annual Rates of
                               Underlying        SARs          Exercise                    Stock Price Appreciation for
                                Options/      Granted to          or                               Option Term(2)
                                  SARs       Employees in     Base Price     Expiration
Name                           Granted(1)    Fiscal Year        ($/Sh)          Date            5%              10%
                              ------------   ------------    ------------   ------------   ------------    ------------
                                                                                         
Sterling B. Brinkley
Chairman of the Board                   --             --    $         --             --   $         --    $         --

Joseph L. Rotunda
President & Chief Executive
Officer                            200,000             52%           2.00                  $         --    $    167,407

Robert Bloom
Senior Vice President of
Operations                          10,000              3%           2.00             --   $         --    $      8,370

John R. Kissick
Vice President of Strategic
Development                         10,000              3%           2.00             --   $      9,809    $     27,465

Matthew B. Campbell
Vice President of
Administration                      10,000              3%           2.41             --   $     16,785    $     41,003

Connie L. Kondik
Secretary and General
Counsel                              5,000            1.5%           2.00             --   $         --    $      4,185

Daniel M. Chism
Controller and Assistant
Secretary                            5,000            1.5%           2.00             --   $         --    $      4,185

Tom Young
Vice President, Chief
Information Officer                 10,000              3%           2.00             --   $         --    $      8,370

(1) Stock options become exercisable in five equal installments beginning one
year after the date of grant.

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

                                       56

                     AGGREGATE OPTIONS/SAR EXERCISES IN LAST
                    FISCAL YEAR AND FY-END OPTION/SAR VALUES

The following table sets forth certain information concerning the exercise of
stock options (or tandem SARs) and freestanding SARs in Fiscal 2001 and the
value of unexercised options and SARs held by each of the Named Executive
Officers at the end of the Company's last fiscal year.

                                           Shares                  Number of Securities       Value of Unexercised
                                          Acquired                Underlying Unexercised          In-the-Money
                                             On        Value          Options/SARs at           Options/SARs at
                                          Exercise    Realized          FY-End (#)               FY-End ($)(1)
Name                                         (#)        ($)      Exercisable/Unexercisable  Exercisable/Unexercisable
                                                                                
STERLING B. BRINKLEY
Chairman of the Board                         --         --           125,000/350,000                 0/0

JOSEPH L. ROTUNDA
President & Chief Executive Officer           --         --           106,667/293,333                 0/0

DANIEL N. TONISSEN
Senior Vice President and Chief
Financial Officer and Assistant               --         --           42,313/112,000                  0/0
Secretary

ROBERT BLOOM
Senior Vice President of Operations           --         --             4,000/16,000                  0/0

JOHN R. KISSICK
Vice President of Strategic Development       --         --              0/10,000                     0/0

MATTHEW B. CAMPBELL
Vice President of Administration              --         --              0/10,000                     0/0

CONNIE L. KONDIK
Secretary and General Counsel                 --         --             1,000/4,000                   0/0

DANIEL M. CHISM                               --         --            5,000/10,000                   0/0
Controller and Secretary

TOM YOUNG                                     --         --            4,000/16,000                   0/0
Vice President, Chief Information
Officer

(1) Values stated are based upon the closing price of $1.700 per share of the
Company's Class A Non-voting Common Stock on The NASDAQ Stock Market on
September 27, 2001, the last trading day of the fiscal year.

COMPENSATION PURSUANT TO PLANS

STOCK INCENTIVE PLAN

The Company's Board of Directors and stockholders adopted the EZCORP, Inc. 1991
Long-Term Incentive Plan on June 6, 1991 (the "1991 Plan"). The 1991 Plan
provides for (i) the granting of stock options qualified under the Internal
Revenue Code of 1986, as amended (the "Code") section 422 (so-called "incentive
stock options") to purchase Class A Common Stock, (ii) the granting of stock
options not

                                       57

qualified under Code section 422 ("nonqualified stock options") to purchase
Class A Common Stock, (iii) the granting of stock appreciation rights ("SARs"),
which give the holder the right to receive cash or Class A Common Stock in an
amount equal to the difference between the fair market value of a share of Class
A Common Stock on the date of exercise and the date of grant, (iv) the granting
of limited stock appreciation rights ("LSARs"), which give the holder the right
under limited circumstances to receive cash in an amount equal to the difference
between (a) the per-share price paid in an applicable tender offer or exchange
offer for the Company or fair market value of the Class A Common Stock in the
event of specified "change of control" events and (b) the fair market value of
the Class A Common Stock on the date of grant. The 1991 Plan permits the
exercise price of the options to be paid either in cash, by withholding from the
shares to be delivered pursuant to the exercise of the option that number of
shares equal in value to the exercise price, or by the delivery of already-owned
Class A Common Stock.

There are 1,800,000 shares of Class A Common Stock (subject to certain
adjustments) reserved under the Plan for issuance upon the exercise of options
and the settlement of SARs and LSARs. Adoption of the 1998 Plan, described
below, precluded any further grants under the 1991 Plan.

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

Options granted under the 1991 Plan were granted at exercise prices equal to or
above the fair market value on the date of the grant. In October 1994, the Board
of Directors amended the Plan to provide accelerated vesting upon a change in
control of the Company. As of September 30, 2000, the Company had 193,813 active
options outstanding to executives under the 1991 Plan at prices ranging from
$12.00 to $14.00. Of these options, 179,013 are vested and none has been
exercised.

On November 5, 1998, the Compensation Committee of the Board of Directors
approved the adoption of the EZCORP, Inc. 1998 Incentive Plan (the "1998 Plan").
The 1998 Plan permits grants of the same types of options, SARs and LSARs as the
1991 Plan and provides for stock option awards of up to 1,275,000 of the
Company's Class A Common Stock. In approving such plan, the Compensation
Committee resolved that no further options would be granted under any previous
plans.

These options vest at the end of 119 months, but are subject to early vesting
from November 5, 1999 to November 5, 2005 (10%, 10%, 15%, 15%, 20%, 20%, and
10%) if the Company meets certain earnings per share targets. See Notes to
Consolidated Financial Statements-Note H "Common Stock, Warrants and Options."

As of September 30, 2001, the Company had 947,000 active options outstanding to
executives (options granted less options canceled due to employee termination)
under the 1998 Plan at prices ranging from $2.00 to $15.00. Of these options,
127,467 are vested and none have been exercised.

401(k) PLAN

On June 6, 1991, the Company adopted the EZCORP, Inc. 401(k) Plan (the "401(k)
Plan"), a savings and profit sharing plan intended to qualify under Section
401(k) of the Code. Under the 401(k) Plan, employees of the Company and those
subsidiaries that adopt it may contribute up to 15% of their compensation (not
to exceed $10,500 in 2001) to the plan trust. The Company will match 25% of an
employee's contributions up to 6% of his compensation. Employer contributions
may be made in the form of or invested in Class A Common Stock. Contribution
expense related to the 401(k) Plan for 2001 was approximately $89,000. The
Company's contributions vest based on the employee's length of service with the
Company and its subsidiaries, with 20% of the total contributions vesting each
year once the employee has three years of service. On termination of employment,
an employee will receive all of his contributions and any vested portion of the
Company's contributions, as adjusted by any earnings and losses.

                                       58

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Not applicable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS

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

The table below sets forth information regarding the beneficial ownership of the
Company's Common Stock as of November 30, 2001 for (i) each of the Company's
current directors, (ii) each of the named executive officers, (iii) beneficial
owners known to the registrant to own more than five percent of any class of the
Company's voting securities, and (iv) all current officers and directors as a
group.

          Name and Address                           Class A                       Class B
               of the                               Non-voting                      Voting
        Beneficial Owners(a)                       Common Stock                   Common Stock
        --------------------                   --------------------            -------------------      Voting
                                               Number       Percent            Number      Percent      Percent
                                               ------       -------            ------      -------      -------
                                                                                         
MS Pawn Limited Partnership(b)(g)           1,388,857(h)     11.44%(h)        1,194,131     100.00%         100%
MS Pawn Corporation

Phillip Ean Cohen
350 Park Avenue, 8th Floor
New York, New York 10022

Sterling B. Brinkley (c)                      325,615         2.94%                  --         --           --
350 Park Avenue, 8th Floor
New York, New York 10022

Vincent A. Lambiase                            63,150         0.58%                  --         --           --
1901 Capital Parkway
Austin, Texas 78746

Joseph L. Rotunda(d)                          106,667         0.97%
1901 Capital Parkway
Austin, TX 78746

Daniel N. Tonissen(e)                          47,313         0.43%                  --         --           --
1901 Capital Parkway
Austin, Texas 78746

Robert Bloom(i)                                 4,000         0.04%                  --         --           --
1901 Capital Parkway
Austin, Texas 78746

John Kissick(k)                                     0         0.00%                  --         --           --
1901 Capital Parkway
Austin, Texas 78746

                                       59

                                                                                         
Matthew Campbell(j)                                 0         0.00%                  --         --           --
1901 Capital Parkway
Austin, Texas 78746

Connie Kondik(n)                                1,000         0.01%                  --         --           --
1901 Capital Parkway
Austin, Texas 78746

Daniel M. Chism(l)                              5,000         0.05%                  --         --           --
1901 Capital Parkway
Austin, Texas 78746

Tom Young(m)                                    4,000         0.04%                  --         --           --
1901 Capital Parkway
Austin, Texas 78746

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

Steve Price                                         0         0.00%                  --         --           --
7 Monterey Pine Drive
Newport Coast, California 92657

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

All officers and directors as a               289,202         4.98%                  --         --           --
group (fifteen persons)(b)(f)

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

(b)  MS Pawn Corporation is the general partner of MS Pawn and has the sole
     right to vote its shares of Class B Common Stock and to direct their
     disposition. Mr. Cohen is the sole stockholder of MS Pawn Corporation. See
     "Certain Relationships and Related Transactions." Mr. Cohen also owns
     189,341 shares of Class A common stock directly.

(c)  Includes options to acquire 125,000 shares of Class A Common Stock at
     $14.00 per share and warrants to acquire 1,191 shares of Class A Common
     Stock at $6.17 per share. Does not include options to acquire 350,000
     shares of Class A Common Stock at $10.00 per share, none of which are
     currently exercisable.

(d)  Includes options to acquire 40,000 shares of Class A Common Stock at $4.00
     per share and 66,667 shares of Class A Common Stock at $2.00. Does not
     include options to acquire 50,000 shares of Class A Common Stock at $10.00,
     50,000 shares of Class A Common Stock at $13.00 or 50,000 shares of Class A
     Common Stock at $15.00, none of which are currently exercisable.

(e)  Includes options to acquire 24,313 shares of Class A Common Stock at $12.75
     per share and 18,000 shares of Class A Common Stock at $12.00 per share.
     Does not include options to acquire 100,000 shares of Class A Common Stock
     at $10.00 per share or 20,000 shares of Class A Common Stock at $2.00 per
     share, none of which are currently exercisable.

(f)  Includes options to acquire 287,980 shares of Class A Common Stock at
     prices ranging from $2.00 to $14.00 per share and warrants to acquire 1,222
     Class A Common Stock shares at $6.17 per share.

(g)  Includes warrants for 4,093 shares of Class A Common Stock and 4,074 shares
     of Class B Common Stock held by MS Pawn and warrants for 1,292 shares of
     Class A Common Stock held by Mr. Cohen.

                                       60

(h)  The number of shares and percentage reflect Class A Common Stock, together
     with Class B Common Stock which is convertible to Class A Common Stock.

(i)  Includes options to acquire 2,000 shares of Class A Common Stock at $2.00
     per share and 2,000 shares of Class A Common Stock at $4.00 per share. Does
     not include options to acquire 20,000 shares of Class A Common Stock at
     $2.00 per share, none of which are currently exercisable.

(j)  Does not include options to acquire 10,000 shares of Class A Common Stock
     at $2.41 per share nor 20,000 shares of Class A Common Stock at $2.00 per
     share, none of which are currently exercisable.

(k)  Does not include options to acquire 30,000 shares of Class A Common Stock
     at $2.00 per share, none of which are currently exercisable.

(l)  Includes options to acquire 4,000 shares of Class A Common Stock at $10.00
     per share and 1,000 shares of Class A Common Stock at $2.00 per share. Does
     not include options to acquire 7,000 shares of Class A Common Stock at
     $2.00 per share, none of which are currently exercisable.

(m)  Includes options to acquire 2,000 shares of Class A Common Stock at $2.00
     per share and 2,000 shares of Class A Common Stock at $4.00 per share. Does
     not include options to acquire 20,000 shares of Class A Common Stock at
     $2.00 per share, none of which are currently exercisable.

(n)  Includes options to acquire 1,000 shares of Class A Common Stock at $2.00
     per share. Does not include options to acquire 7,000 shares of Class A
     Common Stock at $2.00 per share, none of which are currently exercisable.

(o)  Includes warrants to acquire 31 shares of Class A Common Stock at $6.17 per
     share.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For information concerning the $729,000 loan from the Company to Mr. Lambiase,
the $1.5 million loans from the Company to each of Mr. Brinkley and Mr.
Lambiase, and the $200,000 loan from the Company to Mr. Rotunda, see "Executive
Compensation, Employment Agreements."

The Company and Morgan Schiff & Co., Inc. ("Morgan Schiff"), whose sole
stockholder is Mr. Cohen, are parties to a Financial Advisory Agreement renewed
January 1, 2000, pursuant to which Morgan Schiff receives certain fees for its
provision of financial advisory services to the Company. These services include,
among other matters, ongoing consultation with respect to the business and
financial strategies of the Company. In Fiscal 2000, from October to June,
Morgan Schiff received $33,333 per month for its services as a financial advisor
and received expense reimbursements of $574,000. Morgan Schiff waived the
monthly advisory fee from July 2000 through September 2001. In Fiscal 2001,
Morgan Schiff received expense reimbursements of $426,000.

                                       61

                                     PART IV

ITEM 14. FINANCIAL STATEMENT SCHEDULES, EXHIBITS, AND REPORTS ON FORM 8-K

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

CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Auditors

Consolidated Balance Sheets as of September 30, 2000 and 2001

Consolidated Statements of Operations for each of the three years in the period
ended September 30, 2001

Consolidated Statements of Cash Flows for each of the three years in the period
ended September 30, 2001

Consolidated Statements of Stockholders' Equity for each of the three years in
the period ended September 30, 2001

Notes to Consolidated Financial Statements.

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

Schedule II-Allowance for Valuation of Inventory

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

     (3) Listing of Exhibits (included herein)

          (b) Through the fourth quarter ended September 30, 2001, the Company
                has not filed any reports on Form 8-K.

                                       62

                          EZCORP, INC. AND SUBSIDIARIES

                SCHEDULE II-ALLOWANCE FOR VALUATION OF INVENTORY
                                  (In millions)

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

Year ended September 30, 1999           $        6.8   $        3.1   $         --   $        1.6   $        8.3
                                        ------------   ------------   ------------   ------------   ------------

Year ended September 30, 2000           $        8.3   $        0.4   $        1.2   $        7.7   $        2.2
                                        ------------   ------------   ------------   ------------   ------------

Year ended September 30, 2001           $        2.2   $        0.2   $         --   $        1.3   $        1.1
                                        ------------   ------------   ------------   ------------   ------------

The Company does not determine its inventory valuation allowance by specific
inventory items. During the year ended September 30, 2000, the $1.2 million
charged to other accounts was recorded as cost of goods sold as part of the
Company's restructuring.

                                       63

LISTING OF EXHIBITS

See Exhibit Index immediately following signature page on page 65.

                                       64

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

EZCORP, Inc.

December 21, 2001
By: /s/ Joseph L. Rotunda
   ----------------------
(Joseph L. Rotunda)
(President & Chief Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

         Signature                               Title                                    Date
                                                                               
 /s/ Sterling B. Brinkley                Chairman of the Board                       December 21, 2001
- ----------------------------------
     Sterling B. Brinkley

 /s/ Joseph L. Rotunda                   President, Chief Executive                  December 21, 2001
- ----------------------------------       Officer & Director
     Joseph L. Rotunda                   (Principal Executive Officer)

/s/ Daniel N. Tonissen                   Senior Vice President, Chief                December 21, 2001
- ----------------------------------       Financial Officer & Director
    Daniel N. Tonissen                   (Principal Financial and
                                         Accounting Officer)

/s/ Vincent A. Lambiase                  Director                                    December 21, 2001
- ----------------------------------
    Vincent A. Lambiase

/s/ Mark C. Pickup                       Director                                    December 21, 2001
- ----------------------------------
    Mark C. Pickup

/s/ Steve Price                          Director                                    December 21, 2001
- ----------------------------------
    Steve Price

/s/ Richard D. Sage                      Director                                    December 21, 2001
- ----------------------------------
    Richard D. Sage

                                       65

                                 EXHIBIT INDEX

EXHIBIT                                                       INCORPORATED BY
NUMBER                   DESCRIPTION                           REFERENCE TO
- -------                  -----------                         ---------------
                                                  
3.1            Amended and Restated Certificate of      Exhibit 3.1 to the Registration
               Incorporation of the Company             Statement on Form S-1
                                                        effective August 23, 1991
                                                        (File No. 33-41317)

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

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

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

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

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

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

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

10.2           Omitted                                  N/A

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

10.4           Omitted                                  N/A

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

10.4           Omitted                                                  N/A

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

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

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

10.8           Omitted                                                  N/A

10.9           Omitted                                                  N/A

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

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

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

10.13          Omitted                                                  N/A

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

10.15          Omitted                                                  N/A

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

10.17          Omitted                                                  N/A

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

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

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

10.21          Omitted                                                  N/A

10.22          Omitted                                                  N/A

10.23          Omitted                                                  N/A

10.24          Omitted                                                  N/A

10.25          Omitted                                                  N/A

10.27          Omitted                                                  N/A

10.28          Omitted                                                  N/A

10.29          Omitted                                                  N/A

                                                                  
10.30          Omitted                                                  N/A

10.31          Omitted                                                  N/A

10.32          Omitted                                                  N/A

10.33          Omitted                                                  N/A

10.34          Omitted                                                  N/A

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

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

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

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

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

10.40          Lease of 1970 Cessna 210K Aircraft                       Exhibit 10.40 to the Registration
               Between Courtland L. Logue, Jr. and                      Statement on Form S-1 effective
               Transamerica Pawn Corporation,                           August 23, 1991
               dated July 25, 1989.                                     (File No. 33-41317)

10.41          Omitted                                                  N/A

10.42          Omitted                                                  N/A

10.43          Omitted                                                  N/A

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

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

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

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

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

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

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

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

10.52          Omitted                                                  N/A

10.53          Omitted                                                  N/A

10.54          Omitted                                                  N/A

10.55          Omitted                                                  N/A

10.56          Omitted                                                  N/A

10.57          Omitted                                                  N/A

                                                                  
10.58          Omitted                                                  N/A

10.59          Omitted                                                  N/A

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

10.84          Second Amendment to Amended and Restated                 N/A
               Credit Agreement between the Company and
               Wells Fargo Bank, N.A., as Agent and
               Issuing Bank, re: $85 million Credit
               Facility.*

10.85          Third Amendment to Amended and Restated                  N/A
               Credit Agreement between the Company and
               Wells Fargo Bank, N.A., as Agent and
               Issuing Bank, re: $85 million Credit
               Facility.*

22.1           Subsidiaries of Registrant.*                             N/A

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

- ----------

*Filed herewith.

                                                                   EXHIBIT 10.84

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

                                  EZCORP, INC.

                               SECOND AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

                          DATED AS OF OCTOBER 10, 2001

                  WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,

                                    AS AGENT

                                       AND

                                  ISSUING BANK

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

            SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

         THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as
of October 10, 2001 is among EZCORP, INC., a Delaware corporation ("Borrower"),
each of the Lenders signatory hereto party to the Agreement referred to below,
and WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, a national banking
association, as Agent for itself and the other Lenders (in such capacity,
together with its successors in such capacity the "Agent") and as the Issuing
Bank.

                                    RECITALS;

         Borrower, Agent, Required Lenders and Issuing Bank have previously
entered into that certain Amended and Restated Credit Agreement dated as of
December 15, 2000 as amended by that certain First Amendment to Amended and
Restated Credit Agreement dated as of May 1, 2001 (as amended, the "Agreement").

         Borrower, Agent, Lenders and Issuing Bank now desire to amend Schedules
9.1 and 9.2 to the Agreement as hereinafter more specifically provided.

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

                                    ARTICLE I

                                   Definitions

         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

         2.1 Amendment to Schedule 9.1 to the Agreement. Effective as of the
date hereof, Schedule 9.1 to the Agreement is amended by adding thereto the
following:

                  "Indebtedness of Borrower in the principal amount of
         $1,623,600.00 to AFCO Premium Credit LLC pursuant to that certain
         Premium Finance Agreement dated in October 2001 at an annual percentage
         rate of 4.632%, payable in 11 consecutive monthly payments each in the
         amount of $151,040.73 with the first monthly installment due November
         1, 2001."

         2.2 Amendment to Schedule 9.2 to the Agreement. Effective as of the
date hereof, Schedule 9.2 to the Agreement is amended by deleting the word
"None" therefrom and adding thereto the following:

                  "Security interest created pursuant to that certain Premium
         Finance Agreement dated in October 2001 executed by Borrower in favor
         of AFCO

         Premium Credit LLC securing the indebtedness evidenced thereby in the
         principal amount of $l,623,600.00, such security interest covering
         Borrower's interest in unearned premiums and dividends which may become
         payable under the insurance policies listed therein and loss payments
         which reduce the unearned premiums, subject to any mortgagee or loss
         payee interest."

                                   ARTICLE III

                  Ratifications, Representations and Warranties

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

         3.2 Representations and Warranties. Borrower hereby represents and
warrants to the Lenders, Agent and Issuing Bank that (i) 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 Borrower and will not violate the articles of
incorporation or bylaws of Borrower, (ii) the representations and warranties
contained in the Agreement, as amended hereby, and any other Loan Document are
true and correct on and as of the date hereof as though made on and as of the
date hereof, except to the extent such representations and warranties speak to a
specific date, (iii) except for a possible violation of Section 10.6 of the
Agreement which Borrower understands is not being waived hereby, no Default has
occurred and is continuing, and (iv) except for a possible violation of Section
10.6 of the Agreement which Borrower understands is not being waived hereby,
Borrower is in full compliance with all covenants and agreements contained in
the Agreement as amended hereby.

                                   ARTICLE IV

                                  Miscellaneous

         4.1 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, Agent or Issuing Bank or any closing shall affect
the representations and warranties or the right of the Lenders, Agent or Issuing
Bank to rely upon them.

        4.2 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.

                                       2

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

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

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

        4.6 Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.

        4.7 WAIVER AND RELEASE. IN ORDER, TO INDUCE THE AGENT, THE LENDERS AND
THE ISSUING BANK TO AGREE TO THIS AMENDMENT, BORROWER AND EACH GUARANTOR
REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS
AGAINST OR DEFENSES OR COUNTERCLAIMS TO THEIR OBLIGATIONS UNDER THE LOAN
DOCUMENTS AND IN ACCORDANCE THEREWITH EACH OF THEM:

                  (a) WAIVER, WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, DEFENSES
         OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE
         HEREOF, AND

                  (b) RELEASE. RELEASES AND DISCHARGES THE AGENT, THE LENDERS
         AND THE ISSUING BANK, AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
         EMPLOYEES, AGENTS, SHAREHOLDERS, AFFILIATES AND ATTORNEYS
         (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS,
         INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS
         WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW
         OR EQUITY, WHICH THE BORROWER OR ANY GUARANTOR EVER HAD, NOW HAS,
         CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO
         THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR
         THE TRANSACTIONS CONTEMPLATED THEREBY AND HEREBY.

                                       3

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

                  [Remainder of Page Intentionally Left Blank]

                                       4

         Executed as of the date first written above.

                                       BORROWER:

                                       EZCORP, INC.

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

                                       AGENT, ISSUING BANK AND LENDER:

                                       WELLS FARGO BANK TEXAS, NATIONAL
                                       ASSOCIATION

                                       By:
                                          --------------------------------------
                                          Larry Clayton
                                          Vice President

                                       5

                                       OTHER LENDERS:

                                       BANK ONE, NA (successor by merger to Bank
                                       One, Texas, National Association)

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

                                       6

                                       GUARANTY BANK (formerly known as Guaranty
                                       Federal Bank, F.S.B.)

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

                                       7

                                       COMERICA BANK-TEXAS

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

                                       8

                                       THE CHASE MANHATTAN BANK (successor by
                                       merger to Chase Bank of Texas, National
                                       Association)

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

                                       9

                     Obligated Parties Consent and Agreement

         Each of the undersigned Obligated Parties (i) consent and agree to this
Amendment; and (ii) agree that the Loan Documents to which it is a party shall
remain in full force and effect and shall continue to be the legal, valid and
binding obligation of such Obligated Party enforceable against it in accordance
with their respective terms.

                                       OBLIGATED PARTIES:

                                       EZPAWN ALABAMA, INC.
                                       EZPAWN ARKANSAS, INC.
                                       EZPAWN COLORADO, INC.
                                       EZPAWN FLORIDA, INC.
                                       EZPAWN GEORGIA, INC.
                                       EZPAWN HOLDINGS, INC.
                                       EZPAWN INDIANA, INC.
                                       EZPAWN LOUISIANA, INC.
                                       EZPAWN NEVADA, INC.
                                       EZPAWN NORTH CAROLINA, INC.
                                       EZPAWN OKLAHOMA, INC.
                                       EZPAWN TENNESSEE, INC.
                                       TEXAS EZPAWN MANAGEMENT, INC.
                                       EZ CAR SALES, INC.
                                       EZPAWN CONSTRUCTION, INC.
                                       EZPAWN KANSAS, INC.
                                       EZPAWN KENTUCKY, INC.
                                       EZPAWN MISSOURI, INC.
                                       EZPAWN SOUTH CAROLINA, INC.
                                       EZCORP INTERNATIONAL, INC.
                                       EZ MONEY NORTH CAROLINA, INC.

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

                                       TEXAS EZPAWN L.P.

                                       By: TEXAS EZPAWN MANAGEMENT, INC.,
                                           its sole general partner

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

                                       10

                                                                   EXHIBIT 10.85

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

                                  EZCORP, INC.

                               THIRD AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

                          DATED AS OF DECEMBER 3, 2001

                  WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,

                                    AS AGENT

                                       AND

                                  ISSUING BANK

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

            THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

         THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of December 3, 2001 is among EZCORP, INC., a Delaware
corporation ("Borrower"), each of the Lenders signatory hereto party to the
Agreement referred to below, and WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, a
national banking association, as Agent for itself and the other Lenders (in such
capacity, together with its successors in such capacity the "Agent") and as the
Issuing Bank.

                                    RECITALS:

         Borrower, Agent, Lenders and Issuing Bank have previously entered into
that certain Amended and Restated Credit Agreement dated as of December 15, 2000
as amended by (a) that certain First Amendment to Amended and Restated Credit
Agreement dated as of May 1, 2001 and (b) that certain Second Amendment to
Amended and Restated Credit Agreement dated as of October 10, 2001 (as amended,
the "Agreement").

         Borrower, Agent, Lenders and Issuing Bank now desire to amend the
Agreement (a) to restructure the existing Loans, (b) to modify certain financial
covenants, and (c) to make such other modifications, in each case as hereinafter
more specifically provided. Additionally, the Lenders desire to waive the
Existing Specified Defaults (as defined herein).

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

                                    ARTICLE I

                                   Definitions

         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

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

                  "Advance" means an advance of funds by the Lenders or any of
         them to the Borrower pursuant to Article II (inclusive of the Tranche A
         Loan, the Tranche B Loan and the Swing Loan).

                  "Applicable Rate" means the lesser of (a) the Base Rate plus
         the Base Rate Margin and (b) the Maximum Rate.

                  "Base Rate Margin" means (a) for the Tranche A Loan, three
         percent (3.0%) per annum, and (b) for the Tranche B Loan three and
         one-half percent (3.5%) per annum.

                  "Commitment" means, as to each Lender, collectively, the
         obligation of such Lender to purchase participations (or with respect
         to the Swing Lender or the Issuing Bank, hold other interests in) the
         Swing Loan and in Letters of Credit as described in Articles II and III
         hereunder, the Tranche A Commitment and the Tranche B Commitment.

                  "Loans" means, collectively, the Tranche A Loan, the Tranche B
         Loan and the Swing Loan.

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

                  "Termination Date" means 8:00 a.m. San Francisco, California
         time (a) with respect to the Tranche A Loan and the Swing Loan, October
         1, 2002, or such earlier date and time on which the Tranche A
         Commitment and the Swing Commitment terminate as provided in this
         Agreement, and (b) with respect to Tranche B Loan, June 28, 2002.

                  "Tranche A Commitment" means, as to each Lender, the
         obligation of such Lender to make Tranche A Advances as described in
         Article II hereunder in an aggregate principal amount at any one time
         outstanding up to but not exceeding the amount set forth opposite the
         name of such Lender on Schedule 1.1(a) hereto under the heading
         "Tranche A Commitment", as the same may be reduced pursuant to Section
         2.13, or terminated pursuant to Section 2.13 or 11.2. As of December 3,
         2001, the aggregate amount of the Tranche A Commitments of all Lenders
         equals Forty-Five Million Dollars ($45,000,000).

                  "Tranche B Commitment" means, as to each Lender, the
         obligation of such Lender to make Tranche B Loan as described in
         Article II hereunder in the principal amount up to but not exceeding
         the amount set forth opposite the name of such Lender on Schedule
         1.1(a) hereto under the heading "Tranche B Commitment". As of December
         3, 2001, the aggregate amount of the Tranche B Commitments of all
         Lenders equals Fourteen Million Nine Hundred Forty Thousand Two Hundred
         Eighty-Six and 36/100 Dollars ($14,940,286.36).

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

                                      -2-

                  "Third Amendment Closing Date" means December 20, 2001.

                  "Tranche A Pay Rate" means the lesser of (a) Base Rate plus
         one percent (1.0%) per annum and (b) the Maximum Rate.

         2.3 Deletion of Definitions in Section 1.1. Effective as of the date
hereof, the definitions of "Term Loan Reduction Event", "Tranche C Commitment",
"Tranche C Loan" and "Tranche C Payment Amount" in Section 1.1 of the Agreement
are deleted in their entirety.

         2.4 Amendment to Section 1.2. Effective as of the date hereof, the
following is added to the end of Section 1.2 of the Agreement to read in its
entirety as follows:

                  In the event of any changes in accounting principles required
         by GAAP or recommended by the Borrower's certified public accountants
         and implemented by the Borrower occur and such changes result in a
         change in the method of the calculation of financial covenants,
         standards, or terms under this Agreement, then the Borrower, the Agent,
         and the Lenders agree to enter into negotiations in order to amend such
         provisions of this Agreement so as to equitably reflect such changes
         with the desired result that the criteria for evaluating such
         covenants, standards, or terms shall be the same after such changes as
         if such changes had not been made. Until such time as such an amendment
         shall have been executed and delivered by the Agent, the Borrower and
         the Required Lenders, all financial covenants, standards, and terms in
         this Agreement shall continue to be calculated or construed as if such
         changes had not occurred.

         2.5 Amendment to Section 2.1. Effective as of the date hereof, the
reference in Section 2.1 of the Agreement to "Termination Date" is deleted and
the reference to "Tranche A Loan Termination Date" is inserted in lieu thereof.

         2.6 Amendment to Section 2.2. Effective as of the date hereof, Section
2.2 of the Agreement is amended and restated to read in its entirety as follows:

                  Section 2.2 Tranche B Loan. Subject to the terms and
         conditions of this Agreement, each Lender severally agrees to
         restructure a portion of the loans outstanding under this Agreement (as
         amended through and including the Second Amendment to Amended and
         Restated Credit Agreement) as the Tranche B Loan to the Borrower as of
         December 3, 2001 up to but not exceeding, the amount of such Lender's
         Tranche B Commitment. The Borrower may not reborrow hereunder any
         Tranche B Advance which has been repaid. The Tranche B Loan made by
         each Lender shall be made and maintained at such Lender's Applicable
         Lending Office.

         2.7 Amendment to Section 2.3. Effective as of the date hereof, Section
2.3 of the Agreement is amended and restated to read in its entirety as follows:

         Section 2.3 [Intentionally Deleted.]

                                      -3-

         2.8 Amendment to Section 2.4. Effective as of the date hereof, Section
2.4 of the Agreement is amended and restated to read in its entirety as follows:

                  Section 2.4 Master Credit Notes. The obligation of the
         Borrower to repay each Lender for Tranche A Advances and Tranche B Loan
         made by such Lender and interest thereon shall be evidenced by each
         Lender's Master Credit Note.

         2.9 Amendment to Section 2.5. Effective as of the date hereof, Section
2.5 of the Agreement is amended and restated to read in its entirety as follows:

                  Section 2.5 Repayment of Loans. The Borrower shall repay the
         outstanding principal amount of (a) the Tranche A Loan and the Swing
         Loan on the Tranche A Termination Date and (b) the Tranche B Loan on
         the Tranche B Loan Termination Date.

         2.10 Amendment to Section 2.6. Effective as of the date hereof, Section
2.6 of the Agreement is amended and restated to read in its entirety as follows:

                  Section 2.6 Interest. The unpaid principal amount of the Loans
         shall bear interest at a varying rate per annum equal from day to day
         to the Applicable Rate. If at any time the Applicable Rate for any
         Advance shall exceed the Maximum Rate, thereby causing the interest
         accruing on such Advance to be limited to the Maximum Rate, then any
         subsequent reduction in the Applicable Rate for such Advance shall not
         reduce the rate of interest on such Advance below the Maximum Rate
         until the aggregate amount of interest accrued on such Advance equals
         the aggregate amount of interest which would have accrued on such
         Advance if the Applicable Rate had at all times been in effect. Accrued
         and unpaid interest on the Advances shall be due and payable (i) on
         each Monthly Payment Date and (ii) on the applicable Termination Date;
         provided however, with respect only to the Tranche A Loan, so long as
         no Event of Default has occurred, the amount of interest payable on
         such dates may be in an amount equal to the Tranche A Pay Rate. Upon
         the occurrence of an Event of Default or payment in full of the Tranche
         A Loan for any reason, with respect only to the Tranche A Loan, the
         difference between the Applicable Rate and the Tranche A Pay Rate that
         has been accumulating from December 3, 2001 is immediately due and
         payable, and thereafter the amount of interest payable on the Tranche A
         Loan shall be in an amount equal to the Applicable Rate.

                  Notwithstanding the foregoing, upon the occurrence and during
         the continuance of an Event of Default, the outstanding principal
         amounts of all Advances and (to the fullest extent permitted by law)
         any other amounts payable by the Borrower under any Loan Document shall
         bear interest at the Default Rate at the Required Lenders' option
         beginning upon the occurrence of such Event of Default or such later
         date as selected by the Required Lenders. Interest payable at the
         Default Rate shall be payable from time to time on demand.

                                      -4-

         2.11 Amendment to Section 2.9(a). Effective as of the date hereof, the
reference in Section 2.9(a) of the Agreement to "Termination Date" is deleted
and the reference to "Tranche A Loan Termination Date" is inserted in lieu
thereof.

         2.12 Amendment to Section 2.11. Effective as of the date hereof,
Section 2.11 of the Agreement is amended and restated to read in its entirety as
follows:

                  Section 2.11 Fees. (a) On the Third Amendment Closing Date,
         the Borrower agrees to pay to the Agent for the account of the Agent an
         annual agent fee in an amount to be agreed to by the Borrower and the
         Agent pursuant to a side letter agreement, (b) the Borrower agrees to
         pay to the Agent for the account of the Lenders a nonrefundable
         commitment fee ("Commitment Fee") on the average daily unused amount of
         such Lender's Tranche A Commitment for the period from and including
         the date of this Agreement to and including the Tranche A Loan
         Termination Date at the Commitment Fee Rate based on a 360 day year and
         the actual number of days elapsed, (c) on the Third Amendment Closing
         Date, the Borrower agrees to pay to the Agent for the account of the
         Lenders a nonrefundable amendment fee of $300,000, and (d) on or before
         June 28, 2002, if the Tranche B Loan has not been paid in full, the
         Borrower agrees to pay to the Agent for the account of the Lenders a
         nonrefundable fee of $500,000 on June 28, 2002; provided however, upon
         the acceleration of the Tranche B Loan Termination Date under Article
         XI, the fee described in clause (d) above shall be due and payable upon
         such accelerated Tranche B Loan Termination Date. The accrued
         Commitment Fee shall be payable in arrears on each Quarterly Payment
         Date and on the Tranche A Loan Termination Date. For the purpose of
         calculating the Commitment Fee hereunder, the Tranche A Commitments
         shall be deemed utilized by the amount of all Tranche A Advances and
         all Letter of Credit Liabilities and without giving effect to any Swing
         Loan Advances.

         2.13 Amendment to Section 2.13(b). Effective as of the date hereof,
Section 2.13(b) of the Agreement is amended and restated to read in its entirety
as follows:

                  (b) Mandatory. Upon the occurrence of any event requiring a
         mandatory prepayment under Section 4.3(c), (i) the Tranche A
         Commitments shall automatically reduce by the amount equal to 100% of
         the Net Proceeds of any issuances described in Section 4.3(c) occurring
         on such date or such lesser amounts required to be applied to the Swing
         Loan Advances, Tranche A Advances and Letter of Credit Liabilities
         pursuant to Section 4.3(c), and (ii) the Borrower shall simultaneously
         prepay the amount by which the unpaid principal amount of the Tranche A
         Advances plus the Letter of Credit Liabilities exceeds the Tranche A
         Commitments (after giving effect to such reduction) plus accrued and
         unpaid interest on the principal amount so prepaid.

         2.14 Amendment to Section 3.1(a). Effective as of the date hereof, (a)
the reference in Section 3.1(a) of the Agreement to "Termination Date" is
deleted and the reference to

                                      -5-

"Tranche A Loan Termination Date" is inserted in lieu thereof, and (b) the
second sentence in Section 3.1(a) of the Agreement is amended and restated to
read in its entirety as follows:

                  Each Letter of Credit shall have an expiration date not beyond
         the earlier of (a) one year from the date of issuance of such Letter of
         Credit or (b) the Tranche A Loan Termination Date, shall be payable in
         Dollars, must support a transaction that is entered into in the
         ordinary course of the Borrower's business, must be satisfactory in
         form and substance to the Issuing Bank, and shall be issued pursuant to
         such documents and instruments (including, without limitation, the
         Issuing Bank's standard application for issuance of letters of credit
         as then in effect) as the Issuing Bank may require; provided, however,
         that certain Irrevocable Standby Letter of Credit No. NZS241408 dated
         February 22, 1996 in the face amount of $691,300 issued for the account
         of the Borrower for the benefit of Continental Casualty Company and/or
         Continental Insurance Co. and/or Transcontinental Technical Services
         Inc. shall have an expiration date not beyond October 31, 2002.

         2.15 Amendment to Section 3.3. Effective as of the date hereof, the
reference in Section 3.3 of the Agreement to "Termination Date" is deleted and
the reference to "Tranche A Loan Termination Date" is inserted in lieu thereof.

         2.16 Amendment to Section 3.4. Effective as of the date hereof, the
reference in Section 3.4 of the Agreement to "Termination Date" is deleted and
the reference to "Tranche A Loan Termination Date" is inserted in lieu thereof.

         2.17 Amendment to Sections 4.3(a), (b) (c), (e), (f) and (g). Effective
as of the date hereof, Sections 4.3(a), (b), (c), (e), (f) and (g) of the
Agreement are amended and restated to read in their entirety as follows:

                  (a) If at any time the amount equal to the sum of (i) the
         outstanding principal amount of all Tranche A Advances and the Swing
         Loan Advances, plus (ii) the Letter of Credit Liabilities exceeds the
         lesser of (A) the aggregate amount of the Tranche A Commitments and (B)
         the Borrowing Base, the Borrower shall promptly prepay first the
         outstanding Swing Loan Advances, then the Letter of Credit Disbursement
         for which the Issuing Bank has not been reimbursed by the Borrower, and
         then Tranche A Advances by the amount of the excess or, if no Swing
         Loan Advances, Letter of Credit Disbursements or Tranche A Advances are
         outstanding, the Borrower shall immediately pledge to the Agent cash or
         Cash Equivalent Investments (subject to no other Liens) in an amount
         equal to the excess as security for the Obligations. Any such mandatory
         prepayments shall be applied first to Swing Loan Advances, then to
         Letter of Credit Disbursements for which the Issuing Bank has not been
         reimbursed by the Borrower, then to Tranche A Advances, and then to the
         remaining Letter of Credit Liabilities. Any prepayments hereunder shall
         be accompanied with accrued and unpaid interest on the amount prepaid
         to the date of prepayment. On or before August 15, 2002, the Borrower
         shall immediately pledge to the Agent, for the benefit of the Lenders,

                                      -6-

         cash or Cash Equivalent Investments (subject to no other Liens) in an
         amount (the "Letter of Credit Liabilities Amount") equal to the
         outstanding Letter of Credit Liabilities as security for the
         Obligations; and upon receipt of the pledge of such cash or Cash
         Equivalent Investments, the Agent shall deposit such funds in an
         interest bearing cash collateral account at the Agent without any right
         of withdrawal by the Borrower.

                  (b) [Intentionally Deleted.]

                  (c) Upon the issuance, sale or other disposition of any shares
         of equity securities (or any securities convertible or exchangeable for
         any such shares, or any rights, warrants, or options to subscribe for
         or purchase any such shares), by the Borrower or any Subsidiary, the
         Borrower shall promptly prepay the Advances by an amount equal to 100%
         of the Net Proceeds of any such issuance's. Any such mandatory
         prepayments shall be applied first to the Tranche B Loan, then to the
         Swing Loan Advances, then to Letter of Credit Disbursements for which
         the Issuing Bank has not been reimbursed by the Borrower, then to
         Tranche A Advances, and then to the remaining Letter of Credit
         Liabilities. Any prepayments hereunder shall be accompanied with
         accrued and unpaid interest on the amount prepaid to the date of
         prepayment and any partial prepayments thereof shall be applied to the
         principal installments due in the inverse order of maturity.

                  . . .

                  (e) Upon (i) the sale, sale/lease back, liquidation or other
         disposition of any Real Property or computer equipment by the Borrower
         or any Subsidiary, (ii) the receipt by the Borrower or any Subsidiary
         of any federal or state income tax refunds, (iii) the collection of
         notes receivable by the Borrower or any Subsidiary, (iv) the sale or
         other disposition of certain store locations (including sales of Real
         Property and operating business (which may include the sale of
         Inventory and pawn loans and Pay-Day Advance Loans of the Borrower or
         any Subsidiary in connection with the sale of such location), but
         excluding liquidating sales of Inventory and pawn loans and Pay-Day
         Advance Loans of the Borrower or any Subsidiary which do not occur in
         connection with the sale of any Real Property or operating business) by
         the Borrower or any Subsidiary permitted by Section 9.8(e), (v) the
         sale, transfer or other disposition of the Borrower's or any
         Subsidiary's stock or other equity interest in Albemarle & Bond
         Holdings PLC or (vi) the sale of any other assets (other than the sale
         of Inventory in the ordinary course of business and liquidating sales
         of Inventory and pawn loans and Pay-Day Advance Loans of the Borrower
         or any Subsidiary which do not occur in connection with the sale of any
         Real Property or operating business), the Borrower shall promptly
         prepay the Advances by an amount equal to the Net Proceeds of any such
         sales or dispositions, the amount of such tax refund or the amount of
         such collection of notes, as applicable; provided however, any such Net
         Proceeds received pursuant to clause (iv) above may be released to the
         Borrower at the Lenders' sole discretion. Any such mandatory
         prepayments shall be applied

                                      -7-

         first to the Tranche B Loan, then any remaining amount shall be
         deposited into an interest bearing cash collateral account at the Agent
         without any right of withdrawal by the Borrower to be held as security
         for the Obligations. Accrued and unpaid interest on the amount prepaid
         hereunder to the date of prepayment shall be due and payable at the
         next Monthly Payment Date or at any other time at the request of the
         Agent.

                  (f) The Borrower shall promptly prepay the Tranche B Loan by
         an amount sufficient to reduce the outstanding principal amount of the
         Tranche B Loan to the following amounts: (i) on or before December 31,
         2001, equal to or less than $12,000,000; and (ii) on or before March
         31, 2002, equal to or less than $5,000,000. Accrued and unpaid interest
         on the amount prepaid hereunder to the date of prepayment shall be due
         and payable at the next Monthly Payment Date or at any other time at
         the request of the Agent.

                  (g) Beginning on December 31, 2001 and continuing on the last
         Business Day of each calendar month thereafter through and including
         May 31, 2002, the Borrower shall promptly prepay the Tranche B Loan by
         the principal amount of not less than $1,500,000 (such payment not to
         come from the Net Proceeds received from the transactions described in
         Section 4.3(e). Accrued and unpaid interest on the amount prepaid
         hereunder to the date of prepayment shall be due and payable at the
         next Monthly Payment Date or at any other time at the request of the
         Agent.

         2.18 Amendment to Section 4.4. Effective as of the date hereof, Section
4.4 of the Agreement is amended and restated to read in its entirety as follows:

                  Section 4.4 Pro Rata Treatment. Except to the extent otherwise
         provided herein: (a) each Tranche A Advance shall be made by the
         Lenders under Section 2.1, the Tranche B Loan shall be made by the
         Lenders under Section 2.2, each payment of the Commitment Fee under
         Section 2.11 and each payment of the Letter of Credit fee under Section
         3.5 (except as provided therein) shall be made for the account of the
         Lenders, and each termination or reduction of the Tranche A Commitments
         under Section 2.13 shall be applied to the Tranche A Commitments of the
         Lenders, pro rata according to the respective Tranche A Commitments;
         (b) each payment and prepayment of principal of or interest on Advances
         by the Borrower or any Obligated Party of a particular Loan shall be
         made to the Agent for the account of the Lenders holding Advances of
         such Loan pro rata in accordance with the respective unpaid principal
         amounts of such Advances of such Loan held by such Lenders; (c) any and
         all other monies received by the Agent from any source other than
         pursuant to any of clauses (a) through (b) hereinabove (including,
         without limitation, from the Borrower or any Guarantor) to be applied
         first against the Primary Obligations shall be for the pro rata benefit
         and account of the Lenders based upon each Lender's aggregate
         outstanding Advances and LC Participations and SL Participations to the
         aggregate outstanding Advances and LC Participations and SL
         Participations of

                                      -8-

         all Lenders and then against the Secondary Obligations shall be for the
         pro rata benefit and account of the Lenders based upon their respective
         unpaid amounts of the Secondary Obligations; and (d) the Lenders shall
         purchase from the Issuing Bank and the Swing Lender pursuant to Section
         3.1 and Section 2.9 respectively, participations in the Letters of
         Credit and the related Letter of Credit Liabilities and the Swing Loan
         respectively, pro rata in accordance with their Tranche A Commitments.

         2.19 Amendment to Section 6.2(a). Effective as of the date hereof,
Section 6.2(a)of the Agreement is amended and restated to read in its entirety
as follows:

                  (a) Advance Request Form, Telephonic Request, or Letter of
         Credit Request Form. The Agent in respect of Tranche A Advances and the
         Tranche B Loan, the Swing Lender in respect of Swing Loan Advances, and
         the Issuing Bank in respect of Letters of Credit shall have received,
         in accordance with Section 2.7, 2.9 or 3.2, as the case may be, an
         Advance Request Form, a telephonic request, or Letter of Credit Request
         Form, as applicable, executed by an authorized officer of the Borrower;

         2.20 Additions to Article VIII. Effective as of the date hereof, new
Sections 8.14 and 8.15 are added to Article VIII of the Agreement to read in
their entirety as follows:

                  Section 8.14 Enterprise Valuation. Upon the occurrence of an
         Event of Default, at the election of the Required Lenders, the Borrower
         will permit an enterprise valuation of Albemarle & Bond Holdings PLC to
         be conducted by auditors selected by the Required Lenders and engaged
         by the Agent or counsel. The Borrower will pay the reasonable costs and
         expenses of such valuation upon the request of the Agent.

                  Section 8.15 Endorsements to Mortgagee Title Policies. The
         Borrower agrees that it shall, and shall cause each Significant
         Subsidiary, to deliver to the Agent, with respect to each parcel of the
         Real Property, an endorsement to the lender's title insurance policy
         issued as required pursuant to Section 8.13 by the applicable title
         insurer and reasonably satisfactory to the Agent as soon as available
         but in any event on or before March 1, 2002.

         2.21 Amendment to Sections 9.2(g) and (h). Effective as of the date
hereof, Sections 9.2(g) and (h) of the Agreement is amended and restated to read
in its entirety as follows:

                  (g) Liens on the Indemnity Account in favor of County Bank of
         Rehoboth Beach, Delaware; provided however, the amount held in the
         Indemnity Account will not at any time exceed the lesser of (i)
         $600,000 or (ii) the greater of $50,000 or 120% of County Bank of
         Rehoboth Beach, Delaware's interest in all outstanding Pay-Day Advance
         Loans implemented with Texas EZPAWN, L.P.; provided further, however,
         that the Borrower shall not permit any amounts contributed, deposited
         or paid to either this Indemnity Account or the Litigation Fund Account
         to be drawn by the County Bank of Rehoboth Beach, Delaware in

                                      -9-

         an aggregate amount in excess of $300,000 cumulatively for all periods
         of time during the term of this Agreement for the purposes of payment
         of fees and expenses incurred in connection with any litigation.

                  (h) Liens on the Litigation Fund Account in favor of County
         Bank of Rehoboth Beach, Delaware; provided however, the amount held in
         the Litigation Fund Account will not at any time exceed $50,000;
         provided further, however, that the Borrower shall not permit any
         amounts contributed, deposited or paid to either this Litigation Fund
         Account or the Indemnity Account to be drawn by the County Bank of
         Rehoboth Beach, Delaware in an aggregate amount in excess of $300,000
         cumulatively for all periods of time during the term of this Agreement
         for purposes of payment of fees and expenses incurred in connection
         with any litigation.

         2.22 Amendment to Section 9.7. Effective as of the date hereof, the
following sentence is added to the end of Section 9.7 of the Agreement to read
in its entirety as follows:

         Notwithstanding anything to the contrary contained herein, the Borrower
         will not, and will not permit any Subsidiary to, make payment of any
         management fees or any other payments or fees of any kind to any
         Affiliate or any insider of the Borrower, including without limitation,
         Morgan Shiff & Co., Inc., until the Commitments have been terminated
         and the Obligations have been paid in full; provided that (a) the
         Borrower may pay to any insider of the Borrower compensation in the
         ordinary course of business and (b) the Borrower may pay to its
         Affiliates out-of-pocket expenses incurred in the ordinary course of
         business in an aggregate amount not to exceed $500,000 during any
         Fiscal Year.

         2.23 Amendment to Section 10.1. Effective as of the date hereof,
Section 10.1 of the Agreement is amended and restated to read in its entirety as
follows:

                  Section 10.1 Consolidated Net Worth. Beginning with the
         calendar month ending September 30, 2001, the Borrower will at all
         times maintain Consolidated Net Worth in an amount not less than (a)
         One Hundred Million Dollars ($100,000,000), plus (b) an amount equal to
         one hundred percent (100%) of Consolidated Net Income (not less than
         zero dollars [$0.00]) for all periods subsequent to the calendar month
         ending October 31, 2001, plus (c) an amount equal to one hundred
         percent (100%) of the Net Proceeds of all equity offerings (including
         conversions of debt securities into common stock) of the Borrower
         subsequent to October 31, 2001.

         2.24 Amendment to Section 10.2. Effective as of the date hereof,
Section 10.2 of the Agreement is amended and restated to read in its entirety as
follows:

                  Section 10.2 Leverage Ratio. The Borrower will at all times
         maintain a Leverage Ratio of not greater than (a) 3.2 for the Fiscal
         Quarter ending December 31, 2001 and (b) 2.5 for each Fiscal Quarter
         thereafter.

                                      -10-

         2.25 Amendment to Section 10.5. Effective as of the date hereof,
Section 10.5 of the Agreement is amended and restated to read in its entirety as
follows:

                  Section 10.5 Fixed Charge Coverage Ratio. The Borrower will at
         all times maintain a Fixed Charge Coverage Ratio of not less than (a)
         1.2 for the Fiscal Quarter ending December 31, 2001, (b) 1.3 for the
         Fiscal Quarter ending March 31, 2002, (c) 1.4 for the Fiscal Quarter
         ending June 30, 2002 and (d) 1.5 for each Fiscal Quarter thereafter.

         2.26 Amendment to Section 10.6. Effective as of the date hereof,
Section 10.6 of the Agreement is amended and restated to read in its entirety as
follows:

                  Section 10.6 EBITDA. The Borrower will maintain an EBITDA
         (calculated at the end of each Fiscal Quarter) of not less than (a)
         $5,500,000 for the Fiscal Quarter ending December 31, 2001 (the "First
         Quarter"), (b) $11,000,000 for the period beginning as of the First
         Quarter through and including the Fiscal Quarter ending March 31, 2002,
         (c) $14,500,000 for the period beginning as of the First Quarter
         through and including the Fiscal Quarter ending June 30, 2002 and (d)
         $18,500,000 for the period beginning as of the First Quarter through
         and including each Fiscal Quarter thereafter.

         2.27 Amendment to Section 12.3. Effective as of the date hereof, the
first sentence of Section 12.3 of the Agreement is amended and restated to read
in its entirety as follows:

         If any Lender shall obtain any payment of any principal of or interest
         on any Advance made by it under this Agreement or payment of any other
         obligation under the Loan Documents then owed by the Borrower or any
         other Obligated Party to such Lender, whether voluntary, involuntary,
         through the exercise of any right of set-off, banker's lien,
         counterclaim or similar right, or otherwise, in excess of its pro rata
         share (calculated (i) pursuant to Section 3.5 in respect of letter of
         credit fees, and (ii) for all other of the Primary Obligations on the
         basis of the unpaid principal of and interest on the Tranche A Loan,
         the Tranche B Loan, the Swing Loan, LC Participations and SL
         Participations held by it), such Lender shall promptly purchase from
         the other Lenders participations in the Primary Obligations owed to
         them hereunder in such amounts, and make such other adjustments from
         time to time as shall be necessary to cause such purchasing Lender to
         share the excess payment ratably with each of the other Lenders in
         accordance with its pro rata portion thereof.

         2.28 Amendment to Schedule 1.1(a). Effective as of the date hereof, all
references in the Agreement to "Schedule 1.1(a)" shall be deemed to be
references to the "Schedule 1.1(a)" attached hereto as Schedule 1.1(a).

                                      -11-

                                   ARTICLE III

                                 Limited Waiver

         Borrower has informed the Agent and the Lenders that certain Events of
Default have occurred under the Agreement solely by reason of (a) Borrower's
failure to comply with Section 10.6 of the Agreement for the Fiscal Quarter
ending September 30, 2001, (b) a payment default under Section 11.1(a) of the
Agreement on December 3, 2001, and (c) the existence of a Letter of Credit with
an expiration date beyond December 3, 2001 as prohibited by Section 3.1(a) of
the Agreement (collectively, the "Existing Specified Defaults"). By execution of
this Amendment, the Agent and the Lenders hereby waive the Existing Specified
Defaults. Except as otherwise specifically provided for in this Article III,
nothing contained herein shall be construed as a waiver by the Agent and the
Lenders of any covenant or provision of the Agreement, the other Loan Documents,
this Amendment, or of any other contract or instrument among Borrower, the Agent
and the Lenders, and the failure of the Agent or any Lender at any time or times
hereafter to require strict compliance by Borrower of any provision thereof
shall not waive, affect or diminish any right of the Agent and the Lenders to
thereafter demand strict compliance therewith. The Agent and the Lenders hereby
reserve all rights granted under the Agreement, the other Loan Documents, this
Amendment and any other contract or instrument among Borrower, the Agent and the
Lenders.

                                   ARTICLE IV

                              Conditions Precedent

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

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

                           (i) This Amendment executed by the Borrower, the
                  Agent, the Issuing Bank and the Lenders and consented by the
                  Guarantors.

                           (ii) Modifications to the Real Property Security
                  Documents executed by the Borrower or the applicable
                  Guarantor.

                           (iii) Resolutions of the Board of Directors of
                  Borrower certified by its secretary or assistant secretary
                  which authorizes the execution, delivery and performance by
                  Borrower of this Amendment and the other Loan Documents
                  executed in connection herewith.

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

                                      -12-

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

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

                           (vii) A bring down certificate of the Secretary or
                  Assistant Secretary of the Borrower and each Guarantor
                  certifying that the Articles of Incorporation (or Partnership
                  Agreement) and Bylaws have not been modified in any respect
                  from the copies thereof previously provided to the Agent and
                  the Lenders in connection with the Credit Agreement dated as
                  of December 10, 1998 among the Borrower, the Agent, the
                  Issuing Bank and the Lenders.

                           (viii) A favorable opinion of Strasburger & Price,
                  L.L.P., legal counsel to the Borrower and each Guarantor
                  satisfactory to the Agent as to such matters as the Agent may
                  reasonably request.

                  (b) No Default. No Default (other than the Existing Specified
         Defaults) shall have occurred and be continuing.

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

                  (d) Fees. The Borrower shall have paid to the Agent for the
         account of the Lenders the fee described in Section 2.11(e) of the
         Agreement.

                                    ARTICLE V

                  Ratifications, Representations and Warranties

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

                                      -13-

         5.2 Representations and Warranties. Borrower hereby represents and
warrants to the Lenders, Agent and Issuing Bank that (i) 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 Borrower and will not violate the articles of
incorporation or bylaws of Borrower, (ii) the representations and warranties
contained in the Agreement, as amended hereby, and any other Loan Document are
true and correct on and as of the date hereof as though made on and as of the
date hereof, except to the extent such representations and warranties speak to a
specific date, (iii) except for the Existing Specified Defaults, no Default has
occurred and is continuing, and (iv) except for the Existing Specified Defaults,
Borrower is in full compliance with all covenants and agreements contained in
the Agreement as amended hereby.

                                   ARTICLE VI

                                  Miscellaneous

         6.1 Authorization to File Financing Statements. The Borrower and each
Guarantor irrevocably authorize the Agent at any time and from time to time to
file in any jurisdiction any amendments to existing financing statements and any
initial financing statements and amendments thereto that (a) indicate the
Collateral (i) as all assets of the Borrower or such Guarantor or words of
similar effect, regardless of whether any particular asset comprised in the
Collateral falls within the scope of Chapter 9 of the UCC, or (ii) as being of
an equal or lesser scope or with greater detail, and (b) contain any other
information required by subchapter E of Chapter 9 of the UCC for the sufficiency
or filing office acceptance of any financing statement or amendment, including
without limitation, (A) whether the Borrower or such Guarantor is an
organization, the type of organization and any organization identification
number issued to the Borrower or such Guarantor, (B) in the case of a financing
statement filed as a fixture filing or indicating Collateral as as-extracted
collateral or timber to be cut, a sufficient description of real property to
which the Collateral relates, and (C) any other amendments necessary to properly
effectuate the transactions described in the Loan Documents. The Borrower and
each Guarantor agree to furnish any such information to the Agent promptly upon
request.

         6.2 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, Agent or Issuing Bank or any closing shall affect
the representations and warranties or the right of the Lenders, Agent or Issuing
Bank to rely upon them.

         6.3 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.

                                      -14-

         6.4 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.

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

         6.6 Successors and Assigns. This Amendment is binding upon and shall
inure to the benefit of the Lenders, Agent, Issuing Bank and Borrower and their
respective successors and assigns, except Borrower may not assign or transfer
any of its rights or obligations hereunder without the prior written consent of
the Lenders. Signatures hereto transmitted by facsimile shall be effective as
originals.

         6.7 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.

         6.8 WAIVER AND RELEASE. IN ORDER, TO INDUCE THE AGENT, THE LENDERS AND
THE ISSUING BANK TO AGREE TO THIS AMENDMENT, BORROWER AND EACH GUARANTOR
REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS
AGAINST OR DEFENSES OR COUNTERCLAIMS TO THEIR OBLIGATIONS UNDER THE LOAN
DOCUMENTS AND IN ACCORDANCE THEREWITH EACH OF THEM:

                  (a) WAIVER. WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, DEFENSES
         OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE
         HEREOF, AND

                  (b) RELEASE. RELEASES AND DISCHARGES THE AGENT, THE LENDERS
         AND THE ISSUING BANK, AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
         EMPLOYEES, AGENTS, SHAREHOLDERS, AFFILIATES AND ATTORNEYS
         (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS,
         INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS
         WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW
         OR EQUITY, WHICH THE BORROWER OR ANY GUARANTOR EVER HAD, NOW HAS,
         CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO
         THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR
         THE TRANSACTIONS CONTEMPLATED THEREBY AND HEREBY.

                                      -15-

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

                  [Remainder of Page Intentionally Left Blank]

                                      -16-

         Executed as of the date first written above.

                                        BORROWER:

                                        EZCORP, INC.

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

  (Signature Page to Third Amendment to Amended and Restated Credit Agreement)

                                        AGENT, ISSUING BANK AND LENDER:

                                        WELLS FARGO BANK TEXAS, NATIONAL
                                        ASSOCIATION

                                        By:
                                             -----------------------------------
                                             Larry Clayton
                                             Vice President

  (Signature Page to Third Amendment to Amended and Restated Credit Agreement)

                                       OTHER LENDERS:

                                       BANK ONE, NA (successor by merger to Bank
                                       One, Texas, National Association)

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

  (Signature Page to Third Amendment to Amended and Restated Credit Agreement)

                                       GUARANTY BANK (formerly known as Guaranty
                                       Federal Bank, F.S.B.)

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

  (Signature Page to Third Amendment to Amended and Restated Credit Agreement)

                                       COMERICA BANK-TEXAS

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

  (Signature Page to Third Amendment to Amended and Restated Credit Agreement)

                                       JPMORGAN CHASE BANK (formerly known as
                                       The Chase Manhattan Bank, successor by
                                       merger to Chase Bank of Texas, National
                                       Association)

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

  (Signature Page to Third Amendment to Amended and Restated Credit Agreement)

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

                                       OBLIGATED PARTIES:

                                       EZPAWN ALABAMA, INC.
                                       EZPAWN ARKANSAS, INC.
                                       EZPAWN COLORADO, INC.
                                       EZPAWN FLORIDA, INC.
                                       EZPAWN GEORGIA, INC.
                                       EZPAWN HOLDINGS, INC.
                                       EZPAWN INDIANA, INC.
                                       EZPAWN LOUISIANA, INC.
                                       EZPAWN NEVADA, INC.
                                       EZPAWN NORTH CAROLINA, INC.
                                       EZPAWN OKLAHOMA, INC.
                                       EZPAWN TENNESSEE, INC.
                                       TEXAS EZPAWN MANAGEMENT, INC.
                                       EZ CAR SALES, INC.
                                       EZPAWN CONSTRUCTION, INC.
                                       EZPAWN KANSAS, INC.
                                       EZPAWN KENTUCKY, INC.
                                       EZPAWN MISSOURI, INC.
                                       EZPAWN SOUTH CAROLINA, INC.
                                       EZCORP INTERNATIONAL, INC.
                                       EZ MONEY NORTH CAROLINA, INC.

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

  (Signature Page to Third Amendment to Amended and Restated Credit Agreement)

                                       TEXAS EZPAWN L.P.

                                       By:   TEXAS EZPAWN MANAGEMENT, INC.,
                                             its sole general partner

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

  (Signature Page to Third Amendment to Amended and Restated Credit Agreement)

                                 SCHEDULE 1.1(a)

                                   Commitments

                                                       Tranche A         Tranche B
                  Lenders                              Commitment       Commitment
                  -------                            --------------    -------------
                                                                 
Wells Fargo Bank Texas, National Association         $14,318,181.82    $4,753,727.48
Guaranty Bank                                        $10,227,272.72    $3,395,519.63
Bank One, Texas, National Association                $10,227,272.72    $3,395,519.63
Comerica Bank-Texas                                  $ 6,136,363.64    $2,037,311.77
JPMorgan Chase Bank                                  $ 4,090,909.10    $1,358,207.85

                                                                    EXHIBIT 22.1

                                  EZCORP, INC.

               FORM 10-K FOR FISCAL YEAR ENDED SEPTEMBER 30, 2001

                          SUBSIDIARIES OF EZCORP, INC.

                        
                  1.       EZPAWN Colorado, Inc.
                  2.       EZPAWN Arkansas, Inc.
                  3.       EZPAWN Mississippi, Inc.(1)
                  4.       EZPAWN Oklahoma, Inc.
                  5.       EZPAWN Tennessee, Inc.(2)
                  6.       EZPAWN Alabama, Inc.
                  7.       EZPAWN Kansas, Inc.
                  8.       EZPAWN Missouri, Inc.
                  9.       EZPAWN Florida, Inc.
                  10.      EZPAWN Georgia, Inc.
                  11.      EZPAWN Indiana, Inc.
                  12.      EZPAWN North Carolina, Inc.
                  13.      EZPAWN South Carolina, Inc.
                  14.      EZPAWN Construction, Inc.
                  15.      EZPAWN Kentucky, Inc.
                  16.      EZPAWN Nevada, Inc.
                  17.      EZPAWN Louisiana, Inc.
                  18.      EZPAWN Holdings, Inc.(1)(3)
                  19.      Texas EZPAWN Management, Inc.(3)
                  20.      EZ MONEY North Carolina, Inc.
                  21.      EZCORP International, Inc.

(1) EZPAWN Mississippi, Inc. merged with EZPAWN Holdings, Inc. on January 1,
1995, leaving EZPAWN Holdings, Inc. as the surviving entity.

(2) EZ Car Sales, Inc. is a subsidiary of EZPAWN Tennessee, Inc.

(3) EZPAWN Texas, Inc. transferred all its assets to Texas EZPAWN, L.P., a Texas
limited partnership, of which EZPAWN Holdings, Inc., formerly EZPAWN Texas, Inc.
is the limited partner, and Texas EZPAWN Management, Inc. is the sole general
partner and holds a certificate of authority to conduct business in Texas.

                                                                    EXHIBIT 23.1

                          CONSENT OF ERNST & YOUNG LLP

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-63078) pertaining to the 1991 EZCORP, Inc. Stock Incentive Plan and
the Registration Statement (Form S-8 No. 33-63082) pertaining to the EZCORP,
Inc. 401(k) Plan of our report dated November 13, 2001, except for Note H, as to
which the date is December 20, 2001, with respect to the consolidated financial
statements and schedule of EZCORP, Inc. and subsidiaries included in the Form
10-K for the year ended September 30, 2001.

                                                               ERNST & YOUNG LLP

Austin, Texas
December 20, 2001