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

(MARK ONE)

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

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000

                                       OR

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

FOR THE TRANSITION PERIOD FROM ______________ TO _____________

                        COMMISSION FILE NUMBER 000-19424

                                   ----------

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

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

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

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

                                   ----------

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

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

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

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

The only class of voting securities of the registrant issued and outstanding is
the Class B Voting Common Stock, par value $.01 per share, 100% of which is
owned by one record holder who is an affiliate of the registrant. There is no
trading market for the Class B Voting Common Stock. The aggregate market value
of the Class A Non-voting Common Stock held by non-affiliates of the registrant
as of December 1, 2000, based on the closing price on The Nasdaq Stock Market
on such date, was $16 million.

As of December 1, 2000, 10,897,040 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, 2000
                               INDEX TO FORM 10-K

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

                                        PART I.

1.   Business                                                                        3
2.   Properties                                                                     15
3.   Legal Proceedings                                                              17
4.   Submission of Matters to a Vote of Security Holders                            17

                                       PART II.

5.   Market for Registrant's Common Equity and Related Stockholder Matters          18
6.   Selected Financial Data                                                        19
7.   Management's Discussion and Analysis of Financial Condition and Results
     of Operations                                                                  20
7A.  Qualitative and Quantitative Disclosures About Market Risk                     25
8.   Financial Statements and Supplementary Data                                    26
9.   Changes in and Disagreements with Accountants on Accounting and Financial
     Disclosure                                                                     47

                                       PART III.

10.  Directors and Executive Officers of the Registrant                             48
11.  Executive Compensation                                                         51
12.  Security Ownership of Certain Beneficial Owners and Management                 56
13.  Certain Relationships and Related Party Transactions                           58

                                       PART IV.

14.  Financial Statement Schedules, Exhibits, and Reports on Form 8K                59

                                      SIGNATURES

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                                     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 establishing, acquiring, and operating
pawnshops which function as convenient sources of consumer credit and as
value-oriented specialty retailers of primarily previously owned merchandise.
Through its lending function, the Company makes relatively small, non-recourse
loans secured by pledges of tangible personal property. The Company contracts
for a pawn service charge to compensate it for each pawn loan. Pawn service
charges, which generally range from 12% to 300% per annum, are calculated based
on the dollar amount and duration of the loan and accounted for approximately
29% of the Company's revenues for the year ended September 30, 2000 ("Fiscal
2000"). In Fiscal 2000, approximately 77% of the 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.

As of December 1, 2000, the Company operated 297 locations: 187 in Texas, 24 in
Colorado, 21 in Oklahoma, 18 in Indiana, 18 in Florida, 8 in Alabama, 7 in
California, 3 in Tennessee, 4 in Nevada, 3 in Louisiana, 3 in Mississippi and 1
in Arkansas. During the Company's fourth fiscal quarter, the Company made the
decision to close fifty-four under-performing stores. As of the end of
September 30, 2000, twenty-three of these fifty-four stores had been closed.

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, 2000, the Company had
approximately 670,000 loans outstanding, representing an aggregate principal
balance of $46.9 million. The Company contracts for a pawn service charge to
compensate it for a pawn loan. A majority of the Company's outstanding pawn
loans are in an amount that permits pawn service charges of 20% per month or
240% per annum. For Fiscal 2000, 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, and musical instruments. The
Company does not investigate the creditworthiness of a borrower, but relies on
the estimated resale value of the pledged property, the perceived probability
of its redemption, and the estimated time required to sell the item as a basis
for its credit decision. The amount that the Company is willing to lend
generally ranges from 20% to 65% of the pledged property's estimated resale
value depending on an evaluation of these factors. The sources for the
Company's determination of the resale value of collateral include catalogues,
blue books, newspaper advertisements, and previous sales of similar
merchandise.

The pledged property is held through the term of the loan, which in Texas is
one month with an automatic 60-day grace period, unless repaid or renewed
earlier. The Company seeks to maintain a redemption rate between 70% and 80%,
and in each of the Company's last three fiscal periods, it achieved this

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targeted redemption rate. The redemption rate is maintained through loan policy
and proper implementation of such policy at the store level. If a borrower does
not repay, extend, or renew a loan, the collateral is forfeited to the Company
and then becomes inventory available for sale in the Company's pawnshops. The
Company does not record loan losses or charge-offs because the principal amount
of an unpaid loan becomes the 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, 1998, 1999 and 2000:

                                                                     Fiscal Years Ended September 30,
                                                                     --------------------------------
                                                                       1998        1999        2000
                                                                     --------    --------    --------
                                                                           (dollars in millions)
                                                                                    
Loans made                                                           $ 180.9     $ 208.2     $ 187.6
Loans repaid                                                          (114.4)     (126.3)     (122.2)
Loans forfeited                                                        (60.3)      (77.9)      (71.8)
Loans acquired (sold)                                                    0.6         0.3        (0.6)
                                                                     -------     -------     -------
Net increase (decrease) in pawn loans outstanding at the end of the
  year                                                               $   6.8     $   4.3     $  (7.0)

The realization of gross profit on sales of inventory primarily depends on the
Company's initial assessment of the property's estimated resale value. Improper
assessment of the resale value of the collateral in the lending function can
result in reduced marketability of the property and 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 on the maturity date, and the annual percentage rate.

Of the Company's 297 locations in operation as of December 1, 2000, 187 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 State of Texas Office of Consumer Credit Commissioner in
accordance with Chapter 371 of the Texas Finance Code, commonly known as the
Texas Pawnshop Act (the "Pawnshop Act") 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 by
nominal amounts each year. The maximum allowable pawn service charges under the
Pawnshop Act for the various stratified loan amounts for the year beginning
July 1, 1999 and ending June 30, 2000 and for the year beginning July 1, 2000
and ending June 30, 2001 are as follows:

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              SCHEDULE OF APPLICABLE LOAN SERVICE CHARGES FOR TEXAS

           Year Ended June 30, 2000                           Year Ending June 30, 2001
       --------------------------------                   ---------------------------------
                               Maximum                                             Maximum
                              Allowable                                           Allowable
                               Annual                                              Annual
        Amount Financed      Percentage                    Amount Financed       Percentage
         Per Pawn Loan          Rate                        Per Pawn Loan           Rate
       -----------------     ----------                   -----------------      ----------
                                                                        
              $1 to $141        240%                             $1 to $144         240%
            $142 to $470        180%                           $145 to $480         180%
          $471 to $1,410         30%                          $481 to $1440          30%
       $1,411 to $11,750         12%                      $1,441 to $12,000          12%

Under Texas law, there is a ceiling on the maximum allowable pawn loan. For the
period July 1, 1999 through June 30, 2000, the loan ceiling was $11,750. For
the period July 1, 2000 through June 30, 2001, the loan ceiling is $12,000. The
Company's average loan amount at the end of Fiscal 2000 was approximately $70.

RETAIL ACTIVITIES

Jewelry sales represent approximately 45% of the Company's merchandise sales
with the remaining sales consisting primarily of consumer electronics, tools,
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 2000, purchases from the general
public and from wholesale sources constituted approximately 11% of the dollar
value of inflows to inventory. During Fiscal 2000, $71.8 million of merchandise
was added to inventory through forfeited collateral. For Fiscal 2000, retail
activities accounted for approximately 71% of the Company's total revenues, but
only 47% 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 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, 2000, the Company had $2.3 million in customer
layaway deposits and related payments.

The Company's overall inventory is stated at the lower of cost or market. The
Company provides inventory reserves for shrinkage and cost in excess of market
value. The Company estimates these reserves through study and analysis of sales
trends, inventory turnover, inventory aging, margins achieved on recent sales,
and shrinkage. Valuation allowances, including shrinkage reserves, amounted to
$2.2 million as of September 30, 2000. At September 30, 2000, total inventory
on hand was $35.7 million, after deducting such allowance for shrinkage and
valuation of inventory.

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SEASONALITY

Historically, pawn service charge revenues are highest in the Company's fiscal
fourth quarter (July, August, and September) due to higher loan demand during
the summer months. 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 34 area managers who are responsible for the stores within a
specific operating region. Area managers are responsible for the performance of
all stores within their area and report to one of five regional directors.
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 ranges between
10% and 20% of their total compensation.

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 plans to
roll out this new system starting in its first Fiscal 2001 quarter and complete
the roll out by the end of Fiscal 2001.

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

HUMAN RESOURCES

As of September 30, 2000, the Company employed approximately 2,100 people. The
Company believes that its profitability is dependent upon its employees'
ability to make loans that achieve optimum redemption rates, to sell retail
merchandise effectively, and to provide prompt and courteous customer service.
The Company seeks to hire people who will become long-term, career employees.
To achieve the Company's long-range personnel goals, the Company strives to
develop its employees through a combination of learner-controlled instruction,
classroom training, and supervised on-the-job loan and

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sales training for new employees. All employees go through periodic competency
checks and all new employees go through a leaner-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 not only develops and
advances employees within the Company, but also provides training for the
efficient integration of experienced retail managers and pawnbrokers from
outside the Company.

In Texas, each pawnshop employee is required to be licensed in order to make
loans or sell merchandise and is required to file for that license within 75
days of the date of hire. The licensing fee is $25 and the licensing process
includes a review of the individual's background. Licenses are renewed annually
at a fee of $25; renewals also include a review of each individual's
background.

TRADE NAME

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

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
significantly slow its new store expansion. As a result, the Company opened
only five newly established stores. During the Company's fourth fiscal quarter
of 2000, the Company made the decision to close fifty-four under-performing
stores, 10 of which had been open less than two years. As of the end of
September 30, 2000, twenty-three of these fifty-four stores had been closed.

The five most recently established stores with 12 full months of operating
data, opened by the Company through 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
became effective September 1, 1991, which required a finding of public need and
probable profitability by the Texas Consumer Credit Commissioner as a condition
to the issuance of any new pawnshop license in such counties. Since September
1, 1991, the Company has opened or acquired 73 locations in Texas counties
having a population of less than 250,000. Effective September 1, 1999,
applicable Texas law was amended to provide 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 pawnshop will be approved only for proposed
locations which are not less than one mile from another licensed pawnshop.
Additionally, any 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

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

To a certain extent, the Company also competes with other types of financial
institutions such as consumer finance companies and companies making what are
referred to as "deferred deposit" or "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.

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 297 locations as of December 1,
2000, 187 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,
2000, the Company operated 297 locations: 187 in Texas, 24 in Colorado, 21 in
Oklahoma, 18 in Indiana, 18 in Florida, 8 in Alabama, 7 in California, 3 in
Tennessee, 4 in Nevada, 3 in Louisiana, 3 in Mississippi, and 1 in Arkansas. In
the states in which the Company operates other than Texas, Oklahoma, and
Alabama, pawnshops are subject to local regulation at the municipal and county
level, which regulation may affect the ability of the Company to expand its
operations in those states. As of September 30, 2000, the Company has closed
its pawnshops operating in Georgia and North Carolina.

TEXAS PAWNSHOP REGULATIONS

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

The maximum allowable pawn service charges for stratified loan amounts made in
the State of Texas are set in accordance with the Texas Pawnshop Act.
Historically, the maximum allowable pawn service charges under Texas law have
not changed; however, the stratified loan amounts have been adjusted upward by
nominal amounts each year. Under Texas law, there is a ceiling on the maximum
allowable pawn loan. For the period July 1, 1999 to June 30, 2000, the loan
ceiling was $11,750. For the period July 1, 2000 through June 30, 2001, the
loan ceiling is $12,000. A table of the maximum allowable pawn service charges
under the Texas Pawnshop Act for the various stratified loan amounts for July
1, 2000 to June 30, 2001 is presented in "Lending Activities".

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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 Texas 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. Additionally, any 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.

Historically, for new pawnshop applications filed between September 1, 1991 and
September 1, 1999, the Texas Pawnshop Act required the Texas Consumer Credit
Commissioner to make a determination of public need and probable profitability,
in counties with a population of 250,000 or more, for a new pawnshop license,
or for a relocation of a pawnshop more than one mile away from the existing
address. The determination of public need and probable profitability may be
made administratively by the Commissioner; however, if a public hearing is
requested by the Commissioner or by any pawnshop licensee that would be
affected by the granting of the proposed application, the determination of
public need and probable profitability must be made in a public hearing with
notice and opportunity for all affected parties to participate. For a new
license application in any Texas county, the Commissioner provides notice of
the application, and the opportunity for a public hearing, to the other
licensed pawnshops in the county in which the applicant proposes to operate.
The timeframe for the license application approval process generally requires
the Commissioner's office to process an application within 60 days of its
receipt of a complete application file. When a public hearing is requested,
however, the public hearing process can increase the timeframe substantially or
result in no application approval at all. The Company's ability to add newly
established stores, particularly in Texas counties having a population of
250,000 or more where public need and probable profitability must be shown, has
been adversely affected by the referenced provisions of the Texas Pawnshop Act.
The Texas Consumer Credit Commission may, after notice and hearing, suspend or
revoke any license for a Texas pawnshop upon finding, among other matters,
that: (i) any fees or charges have not been paid; (ii) the licensee has
violated (whether knowingly or unknowingly without due care) any provisions of
the Texas Pawnshop Act or any regulation or order thereunder; or (iii) any fact
or condition exists which, if it had existed at the time the original
application was filed for a license, would have justified the Commissioner in
refusing such license.

The Texas Pawnshop Act also contains rules about 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.

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COLORADO PAWNSHOP REGULATIONS

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

OKLAHOMA PAWNSHOP REGULATIONS

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

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

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

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

INDIANA PAWNSHOP REGULATION

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

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

                                       10
   11

FLORIDA PAWNSHOP REGULATIONS

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

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

GEORGIA PAWNSHOP REGULATIONS

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

Georgia law establishes a maximum allowable rate of interest and service charge
of 25% of the principal amount of a pawn transaction for each 30 day period.
This annual rate is in effect for the first 90 days of any pawn transaction or
extension or continuation thereof. Thereafter, the maximum allowable charge for
interest and service charges is reduced to 12.5% for each 30 day period.
Georgia law requires a grace period after default on a pawn transaction. During
the grace period, the pawnbroker may not sell the pledged item. The grace
period is 30 days for motor vehicles and 10 days for all other pawn collateral.

ALABAMA PAWNSHOP REGULATIONS

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

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

                                       11
   12

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

         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

TENNESSEE PAWNSHOP REGULATIONS

Tennessee law provides for the licensing of pawnbrokers in that state. It
further requires (1) that pawn transactions be reported to local law
enforcement agencies, (2) requires pawnbrokers to maintain insurance coverage
on the property held 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% or one-fifth of the amount of the loan
for investigating the title, storing, and insuring the pledged goods, closing
the loan, and for other expenses and losses associated with the loan.

                                       12
   13

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.

LOUISIANA PAWNSHOP REGULATIONS

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

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

MISSISSIPPI PAWNSHOP REGULATIONS

The Company's Mississippi operations are subject to the Mississippi Pawnshop
Act. The 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.

NORTH CAROLINA PAWNSHOP REGULATIONS

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

ARKANSAS PAWNSHOP REGULATIONS

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

LOCAL REGULATIONS

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

A copy of each transaction ticket is provided to local law enforcement agencies
for processing by the National Crime Investigative Computer to determine
rightful ownership. Goods held to secure pawn loans or goods purchased which
are determined to belong to an owner other than the borrower or seller are

                                       13
   14

subject to recovery by the rightful owner. While a risk exists that pledged or
purchased merchandise may be subject to claims of rightful owners,
historically, the Company has experienced such claims with respect to less than
0.5% of pawn loans made.

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

FIREARMS REGULATIONS

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

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

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

                                       14
   15

ITEM 2. PROPERTIES

As of December 1, 2000, the Company owned the real estate and buildings for 45
of its pawnshops and leased 252 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, 2001 and June 30, 2009. 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 a particular
lease 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 anticipates completing
sale/leaseback transactions on several of its owned locations during Fiscal
2001. The Company believes that the facilities owned and leased by it as
pawnshop locations are suitable for such purpose.

The following table presents the metropolitan areas or regions (as defined by
the Company) generally served by the Company and the number of retail locations
serving each such market as of December 1, 2000:

                              Number of
                             Locations in
       Area/Region            Each Area
       -----------           ------------

Texas:
         Houston                  58
         San Antonio              21
         Austin Area              10
         Valley                   26
         Central and Northeast    15
         Dallas                   12
         Laredo Area              17
         North Texas              15
         Panhandle                 6
         Corpus Christi            7
                                 ---
            Total Texas          187

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

Oklahoma:
         Oklahoma City Area        8
         Tulsa Area               10
         Other Areas               3
                                 ---
            Total Oklahoma        21

Indiana:
         Indianapolis Area        11
         Fort Wayne Area           3
         Other Areas               4
                                 ---
            Total Indiana         18

                                       15
   16

                            Number of
                           Locations in
       Area/Region          Each Area
       -----------         ------------

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

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

California:
         Sacramento              7
                               ---
            Total California     7

Tennessee:
         Memphis                 3
                               ---
            Total Tennessee      3

Nevada:
        Las Vegas                4
                               ---
           Total Nevada          4

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

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

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

           Total Company       297
                               ===

In addition to its store locations, the Company owns 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 under a five-year lease agreement with one
five-year option to renew.

                                       16
   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 to be released
in July 2001, as originally scheduled. The Company and Mr. Logue also clarified
the scope of Mr. Logue's continuing non-competition agreement, agreed to a
five-year limitation on Mr. Logue's financial investments in competing pawnshop
businesses and agreed to renewal options with respect to certain existing real
estate leases for store locations.

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

None.

                                       17
   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 December 1, 2000, there were 194 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 December 1, 2000, 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 1999:
                        First quarter ended December 31, 1998                  $ 9.65       $ 7.31
                        Second quarter ended March 31, 1999                      8.42         6.82
                        Third quarter ended June 30, 1999                        7.83         6.45
                        Fourth quarter ended September 30, 1999                  6.83         4.67

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

As of December 1, 2000, the Company's Class A Common Stock closed at $1.44 per
share.

The Company's restated certificate of incorporation provides that cash
dividends on common stock, when declared, must be declared and paid share and
share alike on the Class A Common Stock and the Class B Common Stock. On July
27, 1998, the Board of Directors approved an annual cash dividend of $0.05 per
share payable quarterly on both the Class A Common Stock and the Class B Common
Stock. Effective May 2, 2000, the Board of Directors suspended payment of this
dividend.

                                       18
   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
                                             --------------------------------------------------------------
                                                1996         1997         1998         1999         2000
                                             ----------   ----------   ----------   ----------   ----------
                                               (Amounts in thousands, except per share and store figures)
                                                                                  
Operating Data:
Sales                                        $ 103,511    $ 101,454    $ 112,307    $ 130,077    $ 139,924
Pawn service charges                            70,115       78,845       85,087      101,892       57,475
                                             ---------    ---------    ---------    ---------    ---------
Total revenues                                 173,626      180,299      197,394      231,969      197,399
Cost of goods sold                              88,953       84,468       94,084      113,824       88,054
                                             ---------    ---------    ---------    ---------    ---------
Net revenues                                    84,673       95,831      103,310      118,145      109,345
Store operating expenses                        58,969       60,735       66,742       81,963       85,513
Corporate administrative expenses               10,712       13,320       12,838       14,387       19,324
Depreciation and amortization                    7,573        7,616        7,596        9,435       10,255
Restructuring expense                               --           --           --           --       10,572
Interest expense                                 1,884          982        1,398        3,691        6,201
Equity in net income of unconsolidated
  affiliate                                         --           --          (95)        (304)        (225)
(Gain) loss on sale of assets                       --           --          (28)         268         (280)
                                             ---------    ---------    ---------    ---------    ---------
Income (loss) before income taxes                5,535       13,178       14,859        8,705      (22,015)
Income tax expense (benefit)                     1,992        4,745        5,646        3,220       (3,785)
                                             ---------    ---------    ---------    ---------    ---------
Income (loss) before cumulative effect of
  change in accounting principle                 3,543        8,433        9,213        5,485      (18,230)
Cumulative effect of change in accounting
  principle                                         --           --           --           --      (14,344)
                                             ---------    ---------    ---------    ---------    ---------
Net income (loss)                            $   3,543    $   8,433    $   9,213    $   5,485    $ (32,574)
                                             =========    =========    =========    =========    =========

 Earnings (loss) per common share, diluted   $    0.30    $    0.70    $    0.77    $    0.46    $   (2.71)

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

   Weighted average common shares and
        share equivalents-diluted               11,988       12,002       12,014       12,008       12,017

Stores operated at end of period                   246          249          286          331          313

                                           September 30
                       ----------------------------------------------------
                         1996       1997       1998       1999       2000
                       --------   --------   --------   --------   --------
                                                    
BALANCE SHEET DATA:
Pawn loans             $ 34,636   $ 42,837   $ 49,632   $ 53,940   $ 46,916
Inventory                35,834     39,258     44,011     58,241     35,660
Working capital          76,158     89,451    104,648    125,575     72,498
Total assets            140,366    151,051    189,911    234,077    203,793
Long-term debt           16,416     19,142     48,133     83,123     81,112
Stockholders' equity    112,991   121,4610    130,554    135,685    102,671

                                       19
   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, 2000, 1999, and 1998 (designated as "Fiscal
2000", "Fiscal 1999", and "Fiscal 1998"). The discussion should be read in
conjunction with, and is qualified in its entirety by, the accompanying
financial statements and related notes.

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.
Additionally, the new method improves the comparability of the Company's
financial position and operating results with similar companies. This change
was made effective October 1, 1999, the first day of the Company's fiscal year.

During the period of time between the inception of a pawn loan and the later
sale of the forfeited collateral, the change in accounting principle will not
affect the amount of net revenues or earnings reported by the Company. It will
affect only the timing of net revenues and earnings recognition. The new method
will more closely align net revenues and earnings recognition with the actual
collection of cash from loan payments and the sale of forfeited collateral.
Additionally, the new method will reduce the impact of short-term or permanent
changes in the market value of forfeited collateral on inventory reserve
requirements. In management's opinion, these factors will reduce the reliance
upon accounting estimates in reporting the Company's results of operations.

Management has implemented changes in the Company's operating practices and
taken other actions, including the modification of employee compensation
programs, to provide additional incentives for cash returns on capital
employed. Adoption of the new accounting method is consistent with these
actions and will present external financial statements on a basis more
reflective of how the Company is managed internally.

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.

                                       20
   21

                             SUMMARY FINANCIAL DATA

                                                                           Fiscal Years Ended September 30
                                                                        -------------------------------------
                                                                           1998          1999          2000
                                                                        ----------    ----------    ----------
                                                                        (Pro forma)   (Pro forma)
                                                                     (Dollars in thousands, except as indicated)
                                                                                           
OPERATIONS:
               Sales                                                    $ 112,307     $ 130,077     $ 139,924
               Pawn service charges                                        52,870        58,702        57,475
                                                                        ---------     ---------     ---------
                 Total revenues                                           165,177       188,779       197,399
               Cost of sales                                               63,739        76,475        88,054
                                                                        ---------     ---------     ---------
                 Net revenues                                             101,438       112,304       109,345
               Restructuring expense                                           --            --        10,572
               Income (loss) before cumulative effect of a change in
                    accounting principle                                    8,052         1,748       (18,230)
               Cumulative effect on prior years (to September 30,
                    1999) of change in method of revenue recognition,
                    net                                                        --            --       (14,344)
               Net Income (loss)                                        $   8,052     $   1,748     $ (32,574)
                                                                        =========     =========     =========
OTHER DATA:
               Gross margin                                                  43.3%         41.2%         37.1%
               Average annual inventory turnover                              2.4x          2.3x          2.1x
               Average inventory per location at year end               $     117     $     132     $     114
               Average loan balance per location at year end            $     174     $     163     $     150
               Average pawn loan at year end (whole dollars)            $      71     $      69     $      70
               Average yield on loan portfolio                                129%          120%          125%
               Redemption rate                                                 78%           76%           77%

EXPENSES AND INCOME AS A PERCENTAGE  OF TOTAL REVENUE (%):
               Store operating                                               40.4          43.4          43.3
               Administrative                                                 7.8           7.8           9.8
               Depreciation and amortization                                  4.6           5.0           5.2
               Interest                                                       0.8           2.0           3.1
               Income (loss) before income taxes                              7.9           1.5         (11.2)
               Income (loss) before cumulative effect                         4.9           0.9          (9.2)

STORES IN OPERATION:
               Beginning of year                                              249           286           331
               Acquired                                                         3             4             0
               New openings                                                    35            43             5
               Sold, combined, or closed                                       (1)           (2)          (23)
                                                                        ---------     ---------     ---------
               End of year                                                    286           331           313
               Average number of locations during the year(1)                 268           309           333

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

(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.

RESTRUCTURING

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.

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,

                                       21
   22

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. Of the 54 stores, 23
were closed as of September 30, 2000, and the remaining 31 are expected to close
in Fiscal 2001.

The results of operations from the 54 stores scheduled for closure were as
follows (in thousands):

                                            Fiscal Years Ended September 30,
                                            --------------------------------
                                              1998        1999        2000
                                            --------    --------    --------
                                                           
         Total revenues                     $15,871     $18,461     $17,946
         Operating loss                      (2,343)     (2,379)     (3,222)

At September 30, 2000, the Company had a remaining restructuring reserve of
$1.6 million and a remaining inventory valuation reserve related to store
closures of $1.1 million. It is anticipated that all remaining material cash
outlays required for these store closings and related restructuring costs will
be made during Fiscal 2001.

RESULTS OF OPERATIONS

This discussion and analysis compares the results of operations for the 12
month periods ending September 30, 2000, 1999, and 1998 (designated as "Fiscal
2000", "Fiscal 1999", and "Fiscal 1998"). 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 to the
consolidated financial statements as if the change had occurred on September
30, 1997.

The Company's primary activity is the making of small, non-recourse loans
secured by tangible personal property. The income earned on this activity is
pawn service charge revenue. For Fiscal 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 5 percentage points to 125%. Variations in
the annualized loan yield, as we saw between these periods, are due generally
to changes in loan redemption rates and a mix shift between loans with
different yields.

For Fiscal 1999, pawn service charge revenue increased $5.8 million from Fiscal
1998 to $58.7 million as a result of an increase in same store pawn service
charge revenue ($2.1 million) and pawn service charge revenue from new stores
not open the full 12 month period ($3.7 million). At September 30, 1999, same
store pawn loan balances were 3% above September 30, 1998 and the annualized
yield on the average pawn loan balance decreased by nine percentage points to
120%.

A secondary, but related, activity of the Company is the sale of merchandise,
primarily collateral forfeited from its lending activity. For Fiscal 2000,
merchandise sales increased approximately $9.8 million from Fiscal 1999 to
$139.9 million. Increases in wholesale jewelry sales ($5.7 million), new
stores' merchandise sales ($4.4 million), and other revenues ($0.3 million)
were offset by a decrease in same store merchandise sales ($0.6 million). Same
store sales for Fiscal 2000 decreased 0.5% from Fiscal 1999.

For Fiscal 1999, merchandise sales increased approximately $17.8 million from
Fiscal 1998 to $130.1 million. Increases in same store merchandise sales ($6.7
million), new stores' merchandise sales ($10.6 million), wholesale jewelry
sales ($0.3 million), and other revenues ($0.6 million) were offset by

                                       22
   23

merchandise sales of the closed stores ($0.4 million). Same store sales for
Fiscal 1999 increased 6.1% from Fiscal 1998.

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 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.

For Fiscal 1999, gross margins on merchandise sales decreased 2.1 percentage
points from Fiscal 1998 to 41.2%. Of the total decrease, 1.6 percentage points
were attributable to a decline in margins on merchandise sales. During 1999,
the Company reduced its merchandise pricing and loan guidelines in response to
a reduction in competitive retail prices, primarily in jewelry and electronics.
These changes caused a decrease in margins on merchandise sales. Inventory
shrinkage measured as a percentage of merchandise sales increased 0.3
percentage points to 1.2%.

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 the past two years, 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.

In Fiscal 1999, store operating expenses as a percent of total revenues
increased 3.0 percentage points from Fiscal 1998 to 43.4%, primarily as a
result of new store openings. Exclusive of stores opened in the past two years,
store operating expenses decreased from 40.4% in Fiscal 1998 to 39.9% of total
revenues in Fiscal 1999. Newer stores generally have a higher level of
operating expense relative to revenues than do mature stores. Fiscal 1999
administrative expenses remained flat at 7.8% of total revenues when compared
to Fiscal 1998.

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 is a net effect of greater revenues and an increase in depreciation
and amortization expense, primarily due to investments made in new stores.
Depreciation and amortization expense increased to 5.0% in Fiscal 1999 from
4.6% in Fiscal 1998. As in Fiscal 2000, the increase is a net effect of greater
revenues and an increase in depreciation and amortization expense from
investments made in new stores.

In Fiscal 2000, interest expense increased $2.5 million to $6.2 million. The
increase was primarily due to higher interest rates coupled with increased
average debt balances needed to fund new store expansion and other capital
expenditures. In Fiscal 1999, interest expense increased to $3.7 million from
$1.4 million in Fiscal 1998. This increase was due largely to higher average
debt balances needed to fund new store expansion.

The income tax benefit for Fiscal 2000 was $3.8 million (17% of pretax income)
compared to an income tax expense of $1.1 million (39% of pretax income) for
Fiscal 1999 and $4.9 million (38% of pretax income) for Fiscal 1998. The
decrease in effective tax rate for Fiscal 2000 is due primarily to the
recognition of a valuation allowance on the Company's deferred tax asset.
Exclusive of the valuation allowance, the Fiscal 2000 income tax benefit was
$7.5 million (34% of pretax income). The remaining effective tax rate variances
were due to changes in effective state income taxes in some states in which the
Company operates.

                                       23
   24

Net loss for Fiscal 2000 was $32.6 million compared to net income of $1.7
million for Fiscal 1999. The increase in net loss results 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), and higher operating,
administrative, and interest expenses. Pro forma net income for Fiscal 1999 was
$1.7 million compared to pro forma net income of $8.1 million for Fiscal 1998.
The decrease in net income results primarily from lower gross margins on
merchandise sales and higher operating and interest expenses.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities increased from $0.6 million in Fiscal
1999 to $10.9 million in Fiscal 2000. 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. Net cash
provided by operating activities in Fiscal 1999 declined to $0.6 million
compared to $10.8 million provided in Fiscal 1998, primarily due to the $14.1
million increase in the Company's inventory, partially offset by smaller
changes in other working capital accounts.

In Fiscal 2000, the Company invested $19.4 million in property, equipment, and
an unconsolidated affiliate. These investments and a $2.0 million net reduction
of bank borrowings were funded by cash flow from operating activities, a $6.4
million decrease in pawn loans, and $4.6 million in proceeds from the sale of
assets.

In the third quarter of fiscal 2000, the Company ceased its store expansion and
prior to September 30, 2000, committed to close fifty-four unprofitable stores
as part of its restructuring, twenty-three of which were closed by September
30, 2000. Excluding these stores, cash flow from operations would have been
approximately $2.0 million higher in Fiscal 2000. During Fiscal 2001, the
Company also plans to sell certain non-core assets and complete sale-leaseback
transactions of some of its owned properties. The Company anticipates that cash
flow from operations and proceeds from the sale-leaseback transaction will be
adequate to fund planned capital expenditures, working capital requirements,
and mandatory 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.

On December 15, 2000, the Company amended and restated its $85 million secured
credit agreement, which matures December 3, 2001. The amended credit agreement
provides for a $45 million revolving credit facility and two term loan
facilities totaling $40 million. Availability under the revolving credit
facility will be tied to pawn loan and inventory balances. The term facilities
require principal payments of $22.1 million during Fiscal 2001. These principal
payments will be made from operating cash flow, the sale of assets, primarily
sale-leaseback transactions of various owned properties, and a tax refund
resulting from the Company's Fiscal 2000 operating loss. Interest on the
facility will be tied to the agent bank's prime rate plus 250 to 350 basis
points. The Company pays a commitment fee of 25 basis points on the unused
amount of the revolving facility.

Earlier in Fiscal 2000, the Company amended its $110 million credit agreement
in an amendment dated March 31, 2000. Among other provisions, this amendment
reduced the aggregate commitment under the facility to $85 million, secured the
facility with substantially all the assets of the Company, and adjusted the
interest rates charged on outstanding borrowings.

The Company believes that the financial covenants established in the amended
and restated credit facility will be achieved based upon the Company's current
and anticipated performance. Based upon management's Fiscal 2001 operating
plan, 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 two term loans during Fiscal 2001. 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 and restated 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.

                                       24
   25

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 variable-rate debt instruments. The majority
of the Company's long-term debt at September 30, 2000 is comprised of
variable-rate debt instruments. If interest rates average 25 basis points more
in 2001 than they did in 2000, the Company's annual interest expense would be
increased by approximately $203,000. This amount is determined by considering
the impact of the hypothetical interest rates on the Company's variable-rate
long-term debt at September 30, 2000.

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 2000 was approximately $240,000. On December 1,
2000, the U.K. pound closed at 0.7007 to 1.00 U.S. dollar, an increase from
0.6831 at September 30, 2000. 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.

                                       25
   26

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS

                                                                                              Page
                                                                                              ----

Report of Independent Auditors                                                                  27

Consolidated Financial Statements:

           Consolidated Balance Sheets as of September 30, 1999 and 2000                        28

           Consolidated Statements of Operations for each of the Three Fiscal Years
           Ended September 30, 2000                                                             29

           Consolidated Statements of Cash Flows for each of the Three Fiscal Years
           Ended September 30, 2000                                                             30

           Consolidated Statements of Stockholders' Equity for each of the Three Fiscal Years
           Ended September 30, 2000                                                             31

           Notes to Consolidated Financial Statements                                           32

                                       26
   27

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, 1999 and 2000, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended September 30, 2000. 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, 1999 and 2000, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended September 30, 2000, 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 10, 2000 except for Note H,
  as to which the date is December 15, 2000.

                                       27
   28

                           CONSOLIDATED BALANCE SHEETS

                                                                                        September 30,
                                                                                   -----------------------
                                                                                      1999         2000
                                                                                   ----------   ----------
                                                                                          
Assets:                                                                                 (In thousands)
             Current assets:
                Cash and cash equivalents                                          $   2,899    $   3,126
                Pawn loans                                                            53,940       46,916
                Service charges receivable                                            16,671        8,629
                Inventory, net                                                        58,241       35,660
                Deferred tax asset                                                     1,824        9,636
                Federal income tax receivable                                          1,695        5,045
                Prepaid expenses and other assets                                      3,787        1,565
                                                                                   ---------    ---------
                                Total current assets                                 139,057      110,577

             Investment in unconsolidated affiliates                                  13,195       14,021
             Property and equipment, net                                              60,608       61,130
             Other assets:
                Goodwill, net                                                         13,868       12,160
                Notes receivable from related parties                                  3,000        3,156
                Other assets, net                                                      4,349        2,749
                                                                                   ---------    ---------
             Total assets                                                          $ 234,077    $ 203,793
                                                                                   =========    =========
Liabilities and Stockholders' Equity
             Current liabilities:
                Current maturities of long-term debt                               $      11    $  22,087
                Accounts payable and other accrued expenses                           11,049       12,011
                Restructuring reserve                                                     --        1,649
                Customer layaway deposits                                              2,422        2,332
                                                                                   ---------    ---------
                                Total current liabilities                             13,482       38,079

             Long-term debt, less current maturities                                  83,112       59,025
             Deferred tax liability                                                    1,696        3,639
             Other long-term liabilities                                                 102          379
                                                                                   ---------    ---------
                                Total long-term liabilities                           84,910       63,043
             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; 10,831,043 issued and
                             10,822,010 outstanding in 1999; 10,906,073 issued
                             and 10,897,040 outstanding in 2000                          108          109
                Class B Voting Common Stock, convertible, par value $.01
                             Per share; Authorized 1,198,990 shares; 1,190,057
                             issued and outstanding                                       12           12
                Additional paid-in capital                                           114,470      114,569
                Retained earnings (deficit)                                           21,715      (11,159)
                                                                                   ---------    ---------
                                                                                     136,305      103,531
                Treasury stock (9,033 shares)                                            (35)         (35)
                Receivable from stockholder                                             (729)        (729)
                Accumulated other comprehensive income                                   144          (96)
                                                                                   ---------    ---------
                                Total stockholder's equity                           135,685      102,671
                                                                                   ---------    ---------
             Total liabilities and stockholders' equity                            $ 234,077    $ 203,793
                                                                                   =========    =========

See notes to consolidated financial statements.

                                       28
   29

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                           Years Ended September 30,
                                                                      ------------------------------------
                                                                         1998         1999         2000
                                                                      ----------   ----------   ----------
                                                                    (In thousands, except per share amounts)
                                                                                       
Revenues:
   Sales                                                              $ 112,307    $ 130,077    $ 139,924
   Pawn service charges                                                  85,087      101,892       57,475
                                                                      ---------    ---------    ---------
                     Total revenues                                     197,394      231,969      197,399

Costs of goods sold                                                      94,084      113,824       88,054
                                                                      ---------    ---------    ---------
                     Net revenues                                       103,310      118,145      109,345

Operating Expenses
   Operations                                                            66,742       81,963       85,513
   Administrative                                                        12,838       14,387       19,324
   Depreciation                                                           6,895        8,503        9,389
   Amortization                                                             701          932          866
   Restructuring expense                                                     --           --       10,572
                                                                      ---------    ---------    ---------
                     Total operating expenses                            87,176      105,785      125,664
                                                                      ---------    ---------    ---------

Operating income (loss)                                                  16,134       12,360      (16,319)
Interest expense, net                                                     1,398        3,691        6,201
Equity in net income of unconsolidated affiliate                            (95)        (304)        (225)
(Gain) loss on sale of assets                                               (28)         268         (280)
                                                                      ---------    ---------    ---------
Income (loss) before income taxes                                        14,859        8,705      (22,015)

Income tax expense (benefit)                                              5,646        3,220       (3,785)
                                                                      ---------    ---------    ---------
Income (loss) before cumulative effect of a change in
     accounting principle                                             $   9,213    $   5,485    $ (18,230)

Cumulative effect on prior years (to September 30, 1999) of
     change in method of revenue recognition, net of tax                     --           --      (14,344)
                                                                      ---------    ---------    ---------

Net Income (loss)                                                     $   9,213    $   5,485    $ (32,574)
                                                                      =========    =========    =========
Income (loss) per common share (basic and diluted):

     Income (loss) before cumulative effect of a change in
       accounting principle                                           $    0.77    $    0.46    $   (1.52)

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

     Net income (loss)                                                $    0.77    $    0.46    $   (2.71)
                                                                      =========    =========    =========
Weighted average shares outstanding
   Basic                                                                 11,999       12,004       12,017
   Assuming dilution                                                     12,014       12,008       12,017

Pro forma amounts assuming the new revenue recognition
method is applied retroactively:
   Net income (loss)                                                  $   8,052    $   1,748    $ (18,230)
   Net income (loss) per common share (basic and diluted)             $    0.67    $    0.15    $   (1.52)

See notes to consolidated financial statements.

                                       29
   30

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                      Years Ended September 30,
                                                                ------------------------------------
                                                                   1998         1999         2000
                                                                ----------   ----------   ----------
                                                                           (In thousands)
                                                                                 
Operating Activities:
   Net income (loss)                                            $   9,213    $   5,485    $ (32,574)
   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                             7,596        9,435       10,255
          Restructuring expenses                                       --           --       10,572
          Net (gain)/loss on sale or disposal of assets               (32)         269         (280)
          Deferred compensation expense                                --           --            4
          Income from investment in unconsolidated affiliate          (95)        (304)        (225)
   Changes in operating assets and liabilities:
          Service charges receivable                               (1,575)      (1,828)         704
          Inventory                                                (4,303)     (14,080)       7,512
          Notes receivable related parties                             33           --         (201)
          Prepaid expenses, other current assets, and other
              assets, net                                          (1,689)      (1,727)       1,539
          Accounts payable and accrued expenses                     1,169        2,247        1,340
          Customer layaway deposits                                   251          244          (90)
          Other long-term liabilities                                 152          (50)        (129)
          Federal income taxes payable                               (819)          --           --
          Deferred taxes                                            1,761        1,730        1,517
          Federal income taxes receivable                            (840)        (855)      (3,350)
                                                                ---------    ---------    ---------
Net cash provided by operating activities                          10,822          566       10,938

Investing Activities:
   Pawn loans forfeited and transferred to inventory               60,297       77,908       71,800
   Pawn loans made                                               (180,894)    (208,201)    (187,600)
   Pawn loans repaid                                              114,429      126,311      122,190
                                                                ---------    ---------    ---------
                                                                   (6,168)      (3,982)       6,390
   Additions to property, plant and equipment                     (17,830)     (25,793)     (18,534)
   Acquisitions, net of cash acquired                              (3,600)      (1,802)          --
   Purchase of pawn related assets                                   (925)          --           --
   Investment in unconsolidated affiliate                         (10,844)      (1,808)        (841)
   Proceeds from sale of assets                                       203           --        4,585
                                                                ---------    ---------    ---------
Net cash used in investing activities                             (39,164)     (33,385)      (8,400)

Financing Activities:
   Proceeds from bank borrowings                                   48,000       52,000       52,000
   Payments on bank borrowings                                    (19,009)     (17,010)     (54,011)
   Payment of dividends                                              (150)        (600)        (300)
                                                                ---------    ---------    ---------
Net cash provided by (used in) financing activities                28,841       34,390       (2,311)
                                                                ---------    ---------    ---------
   Change in cash and equivalents                                     499        1,571          227

   Cash and equivalents at beginning of period                        829        1,328        2,899
                                                                ---------    ---------    ---------
   Cash and equivalents at end of period                        $   1,328    $   2,899    $   3,126
                                                                =========    =========    =========
Cash paid during the periods for:
          Interest                                              $   1,850    $   3,911    $   7,549
          Income taxes                                          $   5,934    $   2,325    $     311
Non-cash investing and financing activities:
   Issuance of common stock to 401(k) plan                      $      60    $      72    $      96
   Accumulated foreign currency translation adjustment          $     (30)   $     174    $    (240)
   Receivable from insurer for loss of fixed asset              $      --    $      79    $      --

See notes to consolidated financial statements.

                                       30
   31

                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, 1997        12,004   $     120  $ 114,338   $   7,767  $     (35)   $    (729)    $      --    $ 121,461

   Issuance of common stock to
          401(k) plan                      7          --         60          --         --           --            --           60
   Payment of dividends                   --          --         --        (150)        --           --            --         (150)
   Foreign currency translation
          Adjustment                      --          --         --          --         --           --           (30)         (30)
   Net income                             --          --         --       9,213         --           --            --        9,213
                                                                                                                         ---------
   Total comprehensive income             --          --         --          --         --           --            --        9,183
                                   ---------   ---------  ---------   ---------  ---------    ---------     ---------    ---------
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
                                   =========   =========  =========   =========  =========    =========     =========    =========

See notes to consolidated financial statements.

                                       31
   32

                   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, 2000, the
Company operated 313 locations in 12 states. At December 1, 2000, the Company
operated 297 stores in 10 states. The pawnshops function as sources of customer
credit and as specialty retailers primarily of previously owned merchandise.

CONSOLIDATION: The consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation. The Company
accounts for its 29.9% interest in Albemarle & Bond Holdings, plc ("A&B") using
the equity method.

REVENUE RECOGNITION: Pawn loans ("loans") are generally made on the pledge of
tangible personal property for one month with an automatic 60 day grace period
(the "loan term"). Pawn service charges on loans are recorded based on the
interest method based on estimated amounts to be collected (see Note B). If the
loan is not repaid, the forfeited collateral (inventory) is valued at the lower
of cost (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.

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

CASH AND CASH EQUIVALENTS: The Company considers investments with maturities of
90 days or less when purchased to be cash equivalents.

INVENTORY: Inventory is stated at the lower of cost (specific identification)
or market (net realizable value). Inventory consists of merchandise acquired
from forfeited loans, merchandise purchased from customers, merchandise
acquired from the acquisition of other pawnshops, and new merchandise purchased
from vendors. The Company provides an allowance for shrinkage and valuation
based on management's evaluation of the market value of the merchandise. At
September 30, 2000 (after giving effect to the change in accounting principle
discussed in Note B), the valuation allowance deducted from the carrying value
of inventory amounted to $2,238,000. The valuation allowance at September 30,
1999 amounted to $8,313,000 ($1,350,000 pro forma for the effect of the
accounting change.).

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 and 2000, approximately $5,393,000 and $8,055,000
were capitalized in connection with the development of internal software
systems. Included in these amounts are $285,000 and $942,000 of capitalized
interest in 1999 and 2000. 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.

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

                                       32
   33

INTANGIBLE ASSETS: Intangible assets consist primarily of excess purchase price
over net assets acquired in acquisitions. Excess cost over fair value of net
assets acquired (or goodwill) is amortized on a straight-line basis over 20 to
40 years (the expected period of benefit). Accumulated amortization of goodwill
was approximately $6,811,000 and $5,353,000 at September 30, 1999 and 2000,
respectively. Accumulated amortization of all other intangible assets was
approximately $6,795,000 and $1,594,000 at September 30, 1999 and 2000,
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 (see Note C).

FAIR VALUE OF FINANCIAL INSTRUMENTS: The fair value of financial instruments is
determined by reference to various market data and other valuation techniques,
as appropriate. Unless otherwise disclosed, the fair values of financial
instruments approximate their recorded values, due primarily to their short
term nature.

FOREIGN CURRENCY TRANSLATION: The Company's equity investment in A&B is
translated into U.S. dollars at the exchange rate as of A&B's balance sheet
date (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 $1,208,000, $1,467,000, and $1,442,000 for the fiscal years ended
September 30, 1998, 1999, and 2000.

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 Statement of Financial
Accounting Standards No. 123, "Accounting for Stock Based Compensation" ("SFAS
123"). SFAS 123 encourages expensing the fair value of employee stock options,
but allows an entity to continue to account for stock based compensation to
employees under APB 25 with disclosures of the pro forma effect on net income
had the fair value accounting provisions of SFAS 123 been adopted. 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 adopted the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS 131") in fiscal 1999.
The adoption of SFAS 131 did not have a significant effect on the disclosure of
segment information as the Company continues to consider its business
activities as a single segment.

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

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

                                       33
   34

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS: In June 1998, the FASB issued SFAS
133, "Accounting for Derivative Instruments and Hedging Activities." In June
1999, the FASB issued SFAS No. 137, "Deferral of the Effective Date of FASB
Statement No. 133." SFAS 133, as deferred by SFAS 137, is effective for the
Company's fiscal 2001 year. Management of the Company expects that the adoption
of the new Statement will have no effect on results of operations or the
financial position of the Company.

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 has been applied as of the beginning of the current fiscal year
(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, 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.

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. Of the
54 stores, 23 were closed as of September 30, 2000, and the remaining 31 are
expected to close in Fiscal 2001.

Prior to September 30, 2000, employees at thirty-nine of the 54 stores
identified for closure were notified of their termination. As of September 30,
2000, approximately 84 employees were terminated, and approximately 105
additional employees will be terminated when the remaining stores close during
Fiscal 2001. The severance cost for notified employees was accrued and included
in the store closing charge noted above.

                                       34
   35

The results of operations from the 54 stores scheduled for closure were as
follows (in thousands):

                  Fiscal Year Ended September 30,
                 --------------------------------
                   1998        1999        2000
                 --------    --------    --------
                                
Total revenues   $ 15,871    $ 18,461    $ 17,946
Operating loss     (2,343)     (2,379)     (3,222)

At September 30, 2000, the Company had a remaining restructuring reserve of
$1.6 million. It is anticipated that all remaining material cash outlays
required for these store closings and related restructuring costs will be made
during Fiscal 2001. The following is a summary of the types and amounts
recognized as accrued expenses together with cash payments made against such
accruals for the year ended September 30, 2000 (in thousands):

                                           Write-off of
                    Lease                   Long-Lived    Administrative   Net Book    Proceeds
                  Settlement   Workforce  and Intangible    and Other      Value of    from Sale    Total
                    Costs      Severance      Assets        Exit 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
                   ========    ========     ========        ========       ========    ========    ========

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 and is
excluded from the table above. Of this inventory reserve, $0.1 million was
utilized by September 30, 2000, leaving a balance of $1.1 million in the
reserve at that date. The Company anticipates that the remaining reserve will
be utilized in Fiscal 2001 as the related inventory is sold.

                                       35
   36

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,
                                                                      ------------------------------
                                                                        1998       1999       2000
                                                                      --------   --------   --------
                                                                              (In thousands)
                                                                                   
Numerator
   Numerator for basic and diluted earnings per share:
        Net income (loss)                                             $  9,213   $  5,485   $(32,574)
                                                                      ========   ========   ========
Denominator
   Denominator for basic earnings per share:
        Weighted average shares                                         11,999     12,004     12,017

   Effect of dilutive securities:
     Employee stock options                                                  3         --         --
     Warrants                                                               12          4         --
                                                                      --------   --------   --------
        Dilutive potential common shares                                    15          4         --
                                                                      --------   --------   --------

Denominator for diluted earnings per share: adjusted
weighted average shares and assumed conversions                         12,014     12,008     12,017
                                                                      ========   ========   ========
Basic and diluted earnings per share                                  $   0.77   $   0.46   $  (2.71)
                                                                      ========   ========   ========

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

                                                                         Years Ended September 30,
                                                                      -------------------------------
                                                                        1998       1999       2000
                                                                      --------   ---------  ---------

Weighted average shares subject to options                             618,643   1,534,763  1,569,924
Average exercise price per share                                      $  13.36     $ 11.30    $ 11.08

These options were excluded from the computation of diluted earnings per share
in 1998 and 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 were excluded from the computation
of loss per share because the Company incurred a loss for Fiscal 2000.

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

During the fiscal years ended September 30, 1998 and 1999, the Company paid
approximately $4.5 million and $1.8 million, respectively, for the acquisition
of pawn stores and the purchase of certain pawn related assets. The purchase
price for 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 respective
purchase dates. Excess of cost over the fair value of the assets acquired of
approximately $1,538,000 and $629,000 in 1998 and 1999, respectively, is being
amortized on a straight-line basis over periods ranging from 20 to 40 years.

There were no acquisitions during the fiscal year ended September 30, 2000.

                                       36
   37

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.

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 29.9% of the
total outstanding shares. A&B is primarily engaged in pawnbroking, retail
jewelry sales and check cashing in England and Wales. The excess of the
purchase price over the fair market value of net assets acquired of
approximately $9.0 million is being 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 the
excess purchase price over fair market value, from April 1 to June 30, 1998,
from July 1, 1998 to June 30, 1999, and from July 1, 1999 to June 30, 2000 for
Fiscal 1998, Fiscal 1999 and Fiscal 2000, respectively. A&B's shares are listed
on the Alternative Investment Market of the London Stock Exchange and at
September 30, 2000, the market value of this investment was approximately $6.0
million, based on the closing market price on that date.

NOTE F: PROPERTY AND EQUIPMENT

Major classifications of property and equipment were as follows:

                                     September 30,
                                -----------------------
                                   1999         2000
                                ----------   ----------
                                    (In thousands)

Land                            $   5,125    $   5,293
Buildings and improvements         44,580       46,019
Furniture and equipment            35,863       36,507
Software                            4,770        5,216
Construction in progress            7,823       15,110
                                ---------    ---------
Total                              98,161      108,145

Less accumulated depreciation     (37,553)     (47,015)
                                ---------    ---------

                                $  60,608    $  61,130
                                =========    =========

NOTE G: ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

                                         September 30,
                                       -----------------
                                         1999      2000
                                       -------   -------
                                         (In thousands)

Trade accounts payable                 $ 4,694   $ 3,570
Accrued payroll and related expenses     3,119     4,765
Other accrued expenses                   3,236     3,676
                                       -------   -------
                                       $11,049   $12,011
                                       =======   =======

                                       37
   38

NOTE H: LONG-TERM DEBT

Long-term debt consisted of:

                                                                                    September 30,
                                                                                  -----------------
                                                                                    1999      2000
                                                                                  -------   -------
                                                                                    (In thousands)
                                                                                      
Note payable to bank under $85 million line of credit agreement dated December
10, 1998, as amended on September 29, 1999 and March 31, 2000; interest payable
monthly at prime rate or the bank's Eurodollar rate plus 0% to 4.5% (11.125% at
September 30, 2000); annual commitment fee of 0.25% of the unused portion
payable in quarterly installments; principal due December 3, 2001                 $83,000   $81,000

Other                                                                                 123       112
                                                                                  -------   -------
                                                                                   83,123    81,112
Less current maturities                                                                11    22,087
                                                                                  -------   -------
                                                                                  $83,112   $59,025
                                                                                  =======   =======

On December 15, 2000, the Company amended and restated its $85 million secured
credit agreement, which matures December 3, 2001. The amended credit agreement
provides for a $45 million revolving credit facility and two term loan
facilities totaling $40 million which are secured by substantially all of the
Company's assets. Availability under the revolving credit facility will be tied
to pawn loan and inventory balances. The term facilities require principal
payments of $22.1 million during Fiscal 2001. These principal payments will be
made from operating cash flow, the sale of assets, primarily sale-leaseback
transactions of various owned properties, and a tax refund resulting from the
Company's Fiscal 2000 operating loss. Interest on the facility will be tied to
the agent bank's prime rate plus 250 to 350 basis points. The Company pays a
commitment fee of 25 basis points on the unused amount of the revolving
facility.

Earlier in Fiscal 2000, the Company amended its $110 million credit agreement
in an amendment dated March 31, 2000. Among other provisions, this amendment
reduced the aggregate commitment under the facility to $85 million, secured the
facility with substantially all the assets of the Company, and adjusted the
interest rates charged on outstanding borrowings.

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 Fiscal 2001 operating plan,
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 two term loans during Fiscal 2001. 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

                                       38
   39

Common Stock may, individually or as a class, convert some or all of their
shares into Class A Common Stock. Class A Common Stock becomes voting common
stock upon the conversion of all Class B Common Stock to Class A Common Stock.
The Company is required to reserve such number of authorized but unissued shares
of Class A Common Stock as would be issuable upon conversion of all outstanding
shares of Class B Common Stock.

At September 30, 2000, 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. The options vest at 20% each
year and are fully vested in five years, with accelerated vesting upon a change
in control of the Company. They have a contractual life of ten years. No
options have been exercised pursuant to the 1991 Plan. A summary of the 1991
Plan activity for each of the three fiscal years ended September 30, 1998, 1999
and 2000 follows:

                               STOCK OPTION PLANS

                                                         Price Range of
                                     Number of Shares         Shares       Weighted Average
                                     ----------------    ---------------   ----------------

Outstanding at September 30, 1997        562,005         $ 8.75 - $21.75       $ 13.46
             Granted                     138,250         $12.00 - $12.50       $ 12.05
             Canceled                    (52,745)        $ 8.75 - $21.75       $ 12.91
             Exercised                        --                      --            --
                                        --------        -----------------       -------
Outstanding at September 30, 1998        647,510         $ 8.75 - $21.75       $ 13.20
             Granted                          --                      --            --
             Canceled                    (65,237)        $ 8.75 - $21.75       $ 12.14
             Exercised                        --                      --            --
                                        --------        -----------------       -------
Outstanding at September 30, 1999        582,273         $11.00 - $21.75       $ 13.32
             Granted                          --                      --            --
             Canceled                   (329,567)        $12.00 - $21.75       $ 12.99
             Exercised                        --                      --            --
                                        --------        -----------------       -------
Outstanding at September 30, 2000         52,706         $11.00 - $21.75       $ 13.76
                                        --------        -----------------       -------

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

 $11.00-$12.75        105,406          $12.17           5.40           77,956          $12.22
 $13.00-$14.50        129,700          $13.97           3.79          129,700          $13.97
 $21.75-$21.75         17,600          $21.75           2.17           17,600          $21.75
 -------------        -------          ------           ----          -------          ------
 $11.00-$21.75        252,706          $13.76           4.35          225,256          $13.97

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 provided below, vesting on October 6, 2008. As
of September 30, 2000, the Company had 450,000 options outstanding

                                       39
   40

(options granted less options canceled due to employee termination). Options
under the 1998 Plan have a contractual life of ten years.

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

                                                        Earnings Per Share for Fiscal Year
                                           -----------------------------------------------------------
                                            1999     2000     2001    2002     2003     2004     2005
                                           ------   ------   ------  ------   ------   ------   ------

Targeted EPS for Tranche A Options         $ 0.85   $ 1.05   $ 1.30  $ 1.60   $ 2.00   $ 2.50   $ 3.10
Targeted EPS for Tranche B Options         $ 0.85   $ 1.06   $ 1.43  $ 1.92   $ 2.46   $ 3.06   $ 3.66
Targeted EPS for Tranche C Options         $ 3.00   $ 3.00   $ 3.00  $ 3.00   $ 3.00   $ 3.00   $ 3.00

                                                   Percent Vested if Targets Met for Fiscal Year
                                           ----------------------------------------------------------
                                            1999     2000     2001    2002    2003     2004     2005
                                           ------   ------   ------  ------  ------   ------   ------

Applicable percentage                        10%      10%      15%      15%     20%      20%      10%
Amount for Tranche A and Tranche B

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

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

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

In Fiscal 2000, 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. 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 the 1998 Plan. Total options available for grant at
September 30, 2000 were 529,400.

A summary of the 1998 Plan activity follows:

                                                         STOCK OPTION PLANS

                                      Number of Shares  Price Range of Shares  Weighted Average
                                      ----------------  ---------------------  ----------------
                                                                       
Outstanding at September 30, 1998               --                 $   --           $   --
             Granted                     1,048,000                  10.00            10.00
             Canceled                      (23,000)                 10.00            10.00
             Exercised                          --                     --               --
                                        ----------          -------------           ------
Outstanding at September 30, 1999        1,025,000                 $10.00           $10.00
             Granted                       250,000           2.00 - 15.00             9.12
             Canceled                     (529,400)                 10.00            10.00
             Exercised                          --                     --               --
                                        ----------          -------------           ------
Outstanding at September 30, 2000          745,600          $2.00 - $15.0           $ 9.70

                                       40
   41

                          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        100,000          $ 3.80           9.51               --          $   --
 $10.00-$10.00        545,600          $10.00           8.25            9,600          $10.00
 $13.00-$15.00        100,000          $14.00           9.40               --          $   --
 -------------        -------          ------           ----           ------          ------
 $ 2.00-$15.00        745,600          $ 9.70           8.58            9,600          $10.00

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, 1999 and 2000,
respectively:

                                                                         September 30,
                                                                 ----------------------------
                                                                      1999           2000
                                                                 --------------  ------------

Risk-free interest rate                                              4.45%         6.00%
Dividend yield                                                          0%            0%
Volatility factor of the expected market price of the
    Company's common stock                                          0.410         0.890
Expected life of the options                                         5-10 years       5 years
Weighted average fair value of options granted:
    Exercise price greater than fair value at date of grant        $ 4.88        $ 3.51
    Exercise price less than fair value on the date of grant       $   --        $ 2.38

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 was
amortized to non-cash compensation expense during the year ended September 30,
2000. The remaining unearned compensation will be recognized as non-cash
compensation expense over the remaining vesting period of approximately four
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:

                                                     1998           1999           2000
                                                   --------       --------       --------

Net income (loss), as reported                     $  9,213       $  5,485       $(32,574)
Less: pro forma compensation expense                    110            558             13
                                                   --------       --------       --------
Net income (loss), pro forma                       $  9,103       $  4,927       $(32,587)

Basic and diluted earnings (loss) per share,
pro forma                                          $   0.76       $   0.41       $  (2.71)

                                       41
   42

Shares of reserved common stock at September 30, 2000, 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, 2000, the Company had federal net operating loss
carryforwards of approximately $461,000, which will expire beginning in 2020,
if not utilized. The Company has alternative minimum tax and foreign tax credit
carryforwards of approximately $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 loss and credit carryforwards could be subject
to a substantial limitation if a "change in ownership," as defined by the
provisions of the Internal Revenue Code of 1986, were to occur. If a change in
ownership were to occur, the annual limitation could result in the expiration
of net operating losses before utilization.

The income tax provision (benefit) attributable to continuing operations
consisted of:

                           Years Ended September 30,
                     ------------------------------------
                      1998          1999           2000
                     -------       -------        -------
                                (In thousands)
                                         
 Current
      Federal        $ 3,586       $ 1,419        $(5,302)
      State              298            71             --
                     -------       -------        -------
                       3,884         1,490         (5,302)
 Deferred
      Federal          1,762         1,730          1,517
      State               --            --             --
                     -------       -------        -------
                     $ 5,646       $ 3,220        $(3,785)
                     =======       =======        =======

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

                                                                  Years Ended September 30,
                                                          ----------------------------------------
                                                            1998            1999            2000
                                                          --------        --------        --------
                                                                       (In thousands)
                                                                                
Continuing operations                                     $  5,646        $  3,220        $ (3,785)
Cumulative effect of change in accounting principle             --              --          (7,390)
                                                          --------        --------        --------
                                                          $  5,646        $  3,220        $(11,175)
                                                          ========        ========        ========

                                       42
   43

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,
                                                                ------------------------------------
                                                                  1998          1999           2000
                                                                -------       -------        -------
                                                                          (In thousands)

Income taxes at the federal statutory rate                      $ 5,201       $ 3,047        $(7,485)
Effect of nondeductible amortization of intangible assets            27            27             27
State income tax, net of federal benefit                            298            73             --
Change in valuation allowance                                        --            --          3,700
Other                                                               120            73            (27)
                                                                -------       -------        -------
                                                                $ 5,646       $ 3,220        $(3,785)
                                                                =======       =======        =======

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,
                                                       -------------------------------------
                                                         1998           1999           2000
                                                       -------        -------        -------
                                                                   (In thousands)

Inventory basis                                        $  (312)       $  (133)       $   480
Provision for store closings and related charges           302             71         (3,240)
Software basis                                           1,949          1,870          2,611
General reserves                                            20            126           (981)
Tax carryforwards                                           --             --           (522)
Valuation allowance                                         --             --          3,700
Other                                                     (197)          (204)          (531)
                                                       -------        -------        -------
                                                       $ 1,762        $ 1,730        $ 1,517
                                                       =======        =======        =======

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

                                                            1999           2000
                                                          --------       --------
                                                               (In thousands)
                                                                   
Deferred tax liabilities:
   Amortization of software costs                         $  3,953       $  6,707
   Prepaid expenses                                            642            314
   Other                                                        --            160
                                                          --------       --------
Total deferred tax liabilities                               4,595          7,181

Deferred tax assets:
   Book over tax depreciation                                2,314          3,677
   Tax over book inventory                                   2,161          7,560
   Accrued liabilities                                         248            153
   Provision for store closings and related charges             --          3,031
   Pawn service charge receivable                               --          1,935
   Tax carryforwards                                            --            522
                                                          --------       --------
Total deferred tax assets                                    4,723         16,878
                                                          --------       --------
Net deferred tax asset                                         128          9,697
Valuation allowance                                             --         (3,700)
                                                          --------       --------
Net deferred taxes                                        $    128       $  5,997
                                                          ========       ========

The Company established a valuation allowance of $3.7 million in Fiscal 2000
based upon the potential uncertainties regarding the realization of certain
deferred tax assets.

                                       43
   44

Substantially all of the Company's operating income was generated from domestic
operations during 1999 and 2000. At September 30, 1999 and 2000, 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, 1999 and 2000 of approximately
$240,000 and $258,000, respectively. Furthermore, any taxes paid to foreign
governments on those earnings may be used in whole 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. In Fiscal 2000, Morgan Schiff waived these
consulting fees in July, August and September. 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 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 Non-voting Common Stock. The loan is shown as a reduction of
stockholders' equity in these financial statements. An agreement effective
August 15, 2000 between Mr. Lambiase and the Company modified the terms of the
loan. The maturity date was changed to the earlier of (a) the date that is 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, 2000, the amount
owed is approximately $729,000 plus accrued interest of approximately $52,500.
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 (ranging from 4.93% to 5.8% for
Fiscal 2000).

An agreement between Mr. Lambiase and the Company effective August 15, 2000
modified the terms of the $1.5 million loan from the Company by changing the
maturity date to August 15, 2001 and by providing for the forgiveness of
interest upon the repayment of the principal. The company is required to
reimburse Mr. Lambiase for the income tax consequences of any portion 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, 2000, 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 $306,000, $272,000 and $306,000 for the years ended
September 30, 1998, 1999, and 2000, respectively.

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

                                       44
   45

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.

NOTE L: LEASES

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

                         Total
                    (In thousands)
            -------------------------------
                                
               2001                $  6,103
               2002                   4,819
               2003                   3,419
               2004                   1,860
               2005                     760
            Thereafter                  713
                                   --------
                                   $ 17,674
                                   ========

The Company subleases some of the above facilities. Future minimum rentals
expected under these subleases amount to $28,000 in 2001 and $8,000 in 2002.

Rent expense for the years ending September 30, 1998, 1999, and 2000 was $11.4
million, $13.0 million, and $13.6 million, respectively.

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

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

                                       45
   46

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.

Vincent A. Lambiase was employed as the Company's President and Chief Executive
Officer pursuant to an employment agreement dated July 1, 1994. The employment
agreement had been extended through June 30, 2000 and 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. The terms of this agreement obligate the
Company to pay Mr. Lambiase a monthly salary of $37,500.00 through August 14,
2001. Beginning February 14, 2001, the monthly salary will be offset or reduced
by the amount of any other income earned by Mr. Lambiase. 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 1998, 1999 and 2000 was approximately $60,000, $72,000 and
$96,000, 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.

                                       46
   47

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 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)
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:
   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.

                                       47
   48

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers and directors of the Company as of December 1, 2000 were
as follows:

Name                                 Age       Title
- ----                                 ---       -----
                                         
Sterling B. Brinkley(1)              48        Chairman of the Board of Directors
Joseph L. Rotunda(1)(3)              53        President, Chief Executive Officer, and Director
Daniel N. Tonissen(1)(3)             50        Senior  Vice  President, Chief Financial Officer,
                                               Assistant Secretary, and Director
John E. Cay, III(4)                  55        Director
Vincent A. Lambiase                  60        Director
Mark C. Pickup(2)(4)                 50        Director
Steve Price(2)                       62        Director
Richard D. Sage(2)(4)                60        Director
Juanita  M. Baldwin                  40        Vice President Human Resources and Assistant Secretary
Robert F. Bloom                      49        Senior Vice President of Operations
Daniel M. Chism                      32        Controller and Secretary
J. Blair Powell                      32        Vice President of Operations Administration
Tom B. Young                         51        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. 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. 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.

                                       48
   49

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

Mr. 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. 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.

Ms. Baldwin has served as Assistant Secretary and Vice President Human
Resources of the Company since July 1999. From July 1998 to June 1999, she
served as a Consulting Human Resources Manager for the Company. As owner of
Baldwin Resources, a human resources consulting firm, Ms. Baldwin provided
director level human resources services to various software development and
Internet companies from 1996 to 1999. From 1994 to 1996, she was an associate
with the corporate human resources team of MaxServ Information Services, a
subsidiary of Sears.

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 for the
Rural Division of Metromedia Restaurant Group, Vice President and General
Manager for Thorn Leasing Concepts, and Vice President Operations
Administration for Thorn Americas, Inc.

Mr. Chism has served as Secretary of the Company since May 2000 and as
Controller since August 1999. From August 1999 to April 2000, Mr. Chism served
as Assistant Secretary of the Company. 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.

Mr. Powell has served the Company as Vice President of Operations
Administration since August 2000. From 1994 to August 2000, Mr. Powell served
the Company in several capacities, including Divisional Vice President,
Director of Operations, and Regional Director of Operations. From 1992 to 1994
he served the Company as a multiunit field operator. Prior to his employment
with the Company, he served as a Branch Operations Manager for Lufkin Federal
Savings and Loan.

                                       49
   50

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,
2000. 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 2000 were Mr.
Brinkley, Mr. Rotunda replacing Mr. Lambiase, and Mr. Tonissen. The Executive
Committee held four meetings, which all members attended. The members of the
Audit Committee for Fiscal 2000 were Mr. Pickup, Mr. Sage, and Mr. Cay. The
Audit Committee held four meetings which all members attended. The Compensation
Committee, comprised of Mr. Pickup and Mr. Price, held one meeting during Fiscal
2000 of which all members attended. The committee that administers the Section
401(k) Plan consists of Mr. Rotunda replacing Mr. Lambiase, and Mr. Tonissen and
held one meeting during Fiscal 2000 of which all members attended. All directors
attended at least 75% of the total number of meetings of the Board and of the
committees on which they serve.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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

                                       50
   51

ITEM 11. EXECUTIVE COMPENSATION

CASH COMPENSATION

The following table sets forth compensation paid by the Company and its
subsidiaries for services during Fiscal 1998, Fiscal 1999 and Fiscal 2000 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 six 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                                 1998       325,000       183,993        79,259            --
Chairman of the Board(3)                             1999       325,000       124,468        70,270            --
                                                     2000       282,502        83,720        78,528         2,311

Joseph L. Rotunda                                    1998            --            --            --            --
President & Chief Executive Officer(4)               1999            --            --            --            --
                                                     2000       208,654            --       170,191           690

Vincent A. Lambiase                                  1998       450,000       149,193       184,218         4,224
Former  President & Chief  Executive  Officer,       1999       450,000       135,538       159,413         3,600
Current director(5)                                  2000       450,000       154,783       576,294         2,370

Daniel N. Tonissen                                   1998       225,000            --        21,483         3,216
Senior Vice President, Chief Financial               1999       239,423            --        22,000         2,592
Officer and Assistant Secretary(6)                   2000       240,000            --        41,798         1,706

Harry Aureli                                         1998            --            --            --            --
President, EZJewelry  Management(7)                  1999            --            --            --            --
                                                     2000       134,539         2,165       164,680           439

Daniel M. Chism                                      1998            --            --            --            --
Controller and Secretary                             1999        19,231            --            --            --
                                                     2000       125,000         8,712            --           891

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

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

(3) Mr. Brinkley's Other Annual Compensation includes $78,528 for payment of
    taxes for Fiscal 2000.

(4) Mr. Rotunda's Other Annual Compensation includes $151,437 for relocation to
    Austin, Texas.

(5) Mr. Lambiase's Other Annual Compensation includes $107,783 for payment of
    taxes for Fiscal 2000, $411,923 of salary and tax accrual for Fiscal Year
    2001 as discussed in Note Q, and $33,571 for auto allowance.

(6) Mr. Tonissen's Other Annual Compensation includes $26,761 for auto lease
    payments.

(7) Mr. Aureli's Other Annual Compensation includes $53,199 for relocation to
    Austin, Texas, $48,923 for severance and $54,632 for the forgiveness of a
    note payable and taxes on the interest forgiven.

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 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.

                                       51
   52

Vincent A. Lambiase was employed as the Company's President and Chief Executive
Officer pursuant to an employment agreement dated July 1, 1994. The employment
agreement had been extended through June 30, 2000 and 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. The terms of this agreement obligate the
Company to pay Mr. Lambiase a monthly salary of $37,500 through August 14,
2001. Beginning February 14, 2001, the monthly salary will be offset or reduced
by the amount of any other income earned by Mr. Lambiase. This agreement
further modified the terms and conditions of the $1.5 million loan by extending
the term and forgiving interest. 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. An agreement effective
August 15, 2000 between Mr. Lambiase and the Company modified the terms of the
loan. The maturity date was changed to the earlier of (a) the date that is 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, 2000, the amount
owed is approximately $729,000 plus accrued interest of approximately $52,500.
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 (ranging from 4.93% to 5.8% for
Fiscal 2000).

An agreement between Mr. Lambiase and the Company effective August 15, 2000
modified the terms of his $1.5 million loan from the Company by changing the
maturity date to August 15, 2001 and by providing for the forgiveness of
interest upon the repayment of the principal. The company is required to
reimburse Mr. Lambiase for the income tax consequences of any portion 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, 2000, 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 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.

DIRECTOR COMPENSATION

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

                                       52
   53

STOCK OPTIONS

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

                                                 TRANCHE A         TRANCHE B         TRANCHE C
                                                 ---------         ---------         ---------
                                                  OPTIONS           OPTIONS           OPTIONS
                                                 ---------         ---------         ---------

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

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

                                                        EARNINGS PER SHARE FOR FISCAL YEAR
                                         -----------------------------------------------------------------

                                          1999      2000      2001      2002     2003      2004      2005
                                         ------    ------    ------    ------   ------    ------    ------

     Targeted EPS for Tranche A Options  $ 0.85    $ 1.05    $ 1.30    $ 1.60   $ 2.00    $ 2.50    $ 3.10
     Targeted EPS for Tranche B Options  $ 0.85    $ 1.06    $ 1.43    $ 1.92   $ 2.46    $ 3.06    $ 3.66
     Targeted EPS for Tranche C Options  $ 3.00    $ 3.00    $ 3.00    $ 3.00   $ 3.00    $ 3.00    $ 3.00

                                                   PERCENT VESTED IF TARGETS MET FOR FISCAL YEAR
                                         -----------------------------------------------------------------

                                          1999      2000      2001      2002     2003      2004      2005
                                         ------    ------    ------    ------   ------    ------    ------

     Applicable percentage                  10%       10%       15%      15%       20%       20%       10%
     Amount for Tranche A and Tranche B

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

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

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

                                       53
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                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                INDIVIDUAL GRANTS

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

Joseph L. Rotunda
President & Chief Executive          50,000         20%          4.00        --         $120,689       $310,643
Officer                              50,000         20%         10.00        --         $     --       $     --
                                     50,000         20%         13.00        --         $     --       $     --
                                     50,000         20%         15.00        --         $     --       $     --

Daniel N. Tonissen
Senior Vice President, Chief             --         --             --        --         $     --       $     --
Financial Officer and
Assistant Secretary

Vincent A. Lambiase
Director                                 --         --             --        --         $     --       $     --

Harry Aureli
President, EZJewelry                 10,000          4%           4.0        --         $ 35,336       $ 79,961
Management

Daniel M. Chism
Controller and Secretary                 --         --             --        --         $     --       $     --

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

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

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   55

                     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 2000 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                         --         --           125,000/225,000                  0/0

JOSEPH L. ROTUNDA
President & Chief Executive Officer           --         --                 0/200,000                  0/0

DANIEL N. TONISSEN
Senior Vice President and Chief
Financial Officer and Assistant               --         --            36,313/118,000                  0/0
Secretary

VINCENT A. LAMBIASE                           --         --                        --                  0/0
Director

HARRY AURELI
President, EZJewelry Management               --         --                  0/10,000                  0/0

DANIEL M. CHISM
Controller and Secretary                      --         --               2,000/8,000                  0/0

(1) Values stated are based upon the closing price of $1.250 per share of the
Company's Class A Non-voting Common Stock on The NASDAQ Stock Market on
September 30, 2000, the last trading day of the fiscal year.

COMPENSATION PURSUANT TO PLANS

STOCK INCENTIVE PLAN

The Company's Board of Directors and stockholders adopted the EZCORP, Inc. 1991
Long-Term Incentive Plan on June 6, 1991 (the "1991 Plan"). The 1991 Plan
provides for (i) the granting of stock options qualified under the Internal
Revenue Code of 1986, as amended (the "Code") section 422 (so-called "incentive
stock options") to purchase Class A Common Stock, (ii) the granting of stock
options not qualified under Code section 422 ("nonqualified stock options") to
purchase Class A Common Stock, (iii) the granting of stock appreciation rights
("SARs"), which give the holder the right to receive cash or Class A Common
Stock in an amount equal to the difference between the fair market value of a
share of Class A Common Stock on the date of exercise and the date of grant,
(iv) the granting of limited stock appreciation rights ("LSARs"), which give
the holder the right under limited circumstances to receive cash in an amount
equal to the difference between (a) the per-share price paid in an applicable
tender offer or exchange offer for the Company or fair market value of the
Class A Common Stock in the event of specified "change of control" events and
(b) the fair market value of the Class A Common Stock on the date of grant. The
1991 Plan permits the exercise price of the options to be paid either in cash,
by withholding from the shares to be delivered pursuant to the exercise of the
option that number of shares equal in value to the exercise price, or by the
delivery of already-owned Class A Common Stock.

                                       55
   56

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, 171,613 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, 2000, the Company had 722,000 active options outstanding to
executives (options granted less options canceled due to employee termination)
under the 1998 Plan at prices ranging from $4.00 to $15.00. Of these options,
6,400 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 $10,000 in 2000) 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 2000 was approximately $96,000. The
Company's contributions vest based on the employee's length of service with the
Company and its subsidiaries, with 20% of the total contributions vesting each
year once the employee has three years of service. On termination of
employment, an employee will receive all of his contributions and any vested
portion of the Company's contributions, as adjusted by any earnings and losses.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Not applicable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS

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

                                       56
   57

The table below sets forth information regarding the beneficial ownership of
the Company's Common Stock as of December 1, 1999 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)          11.48%(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              2.95%                 --             --               --
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)                            0              0.00%                 --             --               --
1901 Capital Parkway
Austin, TX 78746

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

Harry Aureli                                    0              0.00%                 --             --               --
1901 Capital Parkway
Austin, Texas 78746

Daniel M. Chism(j)                          2,000              0.02%                 --             --               --
1901 Capital Parkway
Austin, Texas 78746

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

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

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

All officers and directors as a           463,209              4.18%                 --             --               --
group (eleven 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.

                                       57
   58

(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) Does not include options to acquire 200,000 shares of Class A Common Stock
at $2.00 per share, 50,000 shares of Class A Common Stock at $4.00, 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 10,000 shares of Class A Common Stock at $2.00 per share, none of
which are currently exercisable.

(f) Includes options to acquire 186,813 shares of Class A Common Stock at prices
ranging from $10.00 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.

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

(j) Includes options to acquire 2,000 shares of Class A Common Stock at $10.00
per share. Does not include options to acquire 5,000 shares of Class A Common
Stock at $2.00 per share, none of which are currently exercisable.

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, Insider Notes."

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 through September 2000. The Company
anticipates renewing this agreement in fiscal 2001.

                                       58
   59

                                     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, 1999 and 2000

Consolidated Statements of Operations for each of the three years in the period
ended September 30, 2000

Consolidated Statements of Cash Flows for each of the three years in the period
ended September 30, 2000

Consolidated Statements of Stockholders' Equity for each of the three years in
the period ended September 30, 2000

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, 2000, the Company has
            not filed any reports on Form 8-K.

                                       59
   60

                          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, 1998               $ 6.9        $ 5.4             --           $ 5.5         $ 6.8
                                            -----        -----          -----           -----         -----

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

The Company does not determine its inventory valuation allowance by specific
inventory items; therefore, the amount charged to expense and $1.0 of the
deductions are based on estimates of the beginning inventory sold during the
period and the portion of the beginning inventory valuation allowance
attributable to the items sold. 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. Included in the $7.7 million deductions is
$6.7 million related to the change in method of accounting for pawn service
charge revenues effective October 1, 1999.

                                       60
   61

                                   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 28, 2000
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 28, 2000
- ----------------------------------
     Sterling B. Brinkley

 /s/ Joseph L. Rotunda                   President, Chief Executive                  December 28, 2000
- ----------------------------------       Officer & Director
     Joseph L. Rotunda                   (Principal Executive Officer)

/s/ Daniel N. Tonissen                   Senior Vice President, Chief                December 28, 2000
- ----------------------------------       Financial Officer & Director
    Daniel N. Tonissen                   (Principal Financial and
                                         Accounting Officer)

/s/ John E. Cay, III                     Director                                    December 28, 2000
- ----------------------------------
    John E. Cay, III

/s/ Vincent A. Lambiase                  Director                                    December 28, 2000
- ----------------------------------
    Vincent A. Lambiase

/s/ Mark C. Pickup                       Director                                    December 28, 2000
- ----------------------------------
    Mark C. Pickup

/s/ Steve Price                          Director                                    December 28, 2000
- ----------------------------------
    Steve Price

/s/ Richard D. Sage                      Director                                    December 28, 2000
- ----------------------------------
    Richard D. Sage

   62

                               INDEX TO EXHIBITS

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

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

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

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

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

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

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

4.1            Specimen of Class A Non-voting                           Exhibit 4.1 to the Registration
               Common Stock certificate of the                          Statement on Form S-1 effective
               Company.                                                 August 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)

   63

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

   64

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

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, 1989.                       Statement on Form S-1 effective
                                                                         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

   65

                                                                
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)

   66

                                                               
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

   67

                                                               
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 ended
             October 7, 1994 (an identical document                     September 30, 1995
             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 ended
             original principal amount of                               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 the
             Federal Bancorp, FSB, as Lender, dated                     quarter ended March 31, 1994
             March 17, 1994.                                            (File No. 0-19424)

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

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

   68

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

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

10.76        Fifth Amendment to Amended and Restated Loan               Exhibit 10.76 to Registrant's Annual
             Agreement between the Company and Wells                    Report on Form 10-K for the year ended
             Fargo Bank (Texas), N.A. as Agent, re:                     September 30, 1998
             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 and               Report on Form 10-K for the year ended
             Issuing Bank, re: $110 million Revolving                   September 30, 1998
             Credit Loan                                                (File No. 0-19424)

10.78        First Amendment to Credit Agreement Between                Exhibit 10.78 to Registrant's Annual
             the Company and Wells Fargo Bank (Texas),                  Report on Form 10-K for the year
             N.A., as Agent and Issuing Bank, re: $110                  Ended September 30, 1999
             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 Wells               Exhibit 10.80 to  Registrant's Quarterly
             Fargo Bank Texas, N.A., as Agent and Issuing               Report on Form 10-Q for the quarter
             Bank, re: $85 million Revolving Credit Loan.               ended June 30, 2000
                                                                        (File No. 0-19424)

10.81        Amended and Restated Credit Agreement                      N/A
             between the Company and Wells Fargo Bank
             Texas, 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

27           Financial Data Schedule*                                   N/A

- --------------------------------------------------------------------------------
*Filed herewith.

   1

                                                                  EXHIBIT 10.81

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

                                  EZCORP, INC.

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                         DATED AS OF DECEMBER 15, 2000

                 WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,

                                    AS AGENT

                                      AND

                                  ISSUING BANK

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

   2

                     AMENDED AND RESTATED CREDIT AGREEMENT

         THIS AMENDED AND RESTATED CREDIT AGREEMENT (the "Agreement"), dated as
of December 15, 2000, is among EZCORP, INC., a Delaware corporation (the
"Borrower"), each of the banks or other lending institutions which is or which
may from time to time become a signatory hereto or any successor or assignee
thereof (individually, a "Lender" and, collectively, the "Lenders"), and WELLS
FARGO BANK TEXAS, NATIONAL ASSOCIATION, a national banking association
(successor by consolidation to Wells Fargo Bank (Texas), National Association),
as agent for itself and the other Lenders (in such capacity, together with its
successors in such capacity, the "Agent") and as the Issuing Bank (hereinafter
defined).

                                    RECITALS

         A. The Borrower, the Agent, the Issuing Bank and the Lenders have
entered into that certain Credit Agreement dated as of December 10, 1998, as
amended by (i) that certain First Amendment to Credit Agreement dated as of
September 29, 1999, (ii) that certain Second Amendment to Credit Agreement
dated as of March 31, 2000 and (iii) that certain Third Amendment to Credit
Agreement dated as of June 30, 2000 (as amended, the "Existing Credit
Agreement").

         B. The Borrower has requested and the Agent, the Issuing Bank and the
Lenders have agreed to restructure the existing $85,000,000 revolving credit
facility, standby letter of credit subfacility and swing-line subfacility and
to amend and modify the Existing Credit Agreement upon the terms and conditions
hereinafter set forth.

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

                                   ARTICLE I

                                  Definitions

         Section 1.1 Definitions. As used in this Agreement, the following
terms have the following meanings:

                  "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, the Tranche C Loan and the Swing Loan).

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

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

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

                                       1
   3

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

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

                  "Applicable Rate" means the Base Rate plus the Base Rate
         Margin.

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

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

                  "Base Rate Margin" means (a) for the Tranche A Loan, two and
         one-half percent (2.5%) per annum, (b) for the Tranche B Loan, three
         percent (3.0%) per annum, and (c) for the Tranche C Loan, three and
         one-half percent (3.5%) per annum; provided however, so long as no
         Default has occurred and is continuing, upon the occurrence of the
         Term Loan Reduction Event, the "Base Rate Margin" means (i) for the
         Tranche A Loan, one and one-half percent (1.5%) per annum, (ii) for
         the Tranche B Loan, two percent (2.0%) per annum, and (iii) for the
         Tranche C Loan, two and one-half percent (2.5%) per annum.

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

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

                  "Borrower Pledge Agreement" means the Borrower Pledge
         Agreement of the Borrower in favor of the Agent for the benefit of the
         Lenders, as executed by the Borrower in connection with the Existing
         Credit Agreement and in addition, any Borrower Pledge Agreement in
         substantially the form of Exhibit G-1 hereto, as the same may be
         amended, supplemented, or modified.

                  "Borrower Security Agreement" means the Borrower Security
         Agreement of the Borrower in favor of the Agent for the benefit of the
         Lenders, as executed by the Borrower in connection with the Existing
         Credit Agreement and in addition, any Borrower Security Agreement in
         substantially the form of Exhibit F-1 hereto, as the same may be
         amended, supplemented, or modified.

                  "Borrowing Base" means, at any time, an amount equal to the
         sum of (a) sixty-five percent (65%) of Eligible Accounts, which
         Eligible Accounts will not include more than $2,000,000 in the
         aggregate of the Borrower's or any Subsidiary's interest in Pay-Day
         Advance Loans (the amount under this clause (a) hereinafter referred
         to as the "Eligible Accounts Amount"), plus (b) the sum of (x)
         sixty-five percent (65%) of Eligible Jewelry Inventory, plus (y) forty
         percent (40%) of Eligible General Merchandise Inventory, minus (z)
         customer deposits received on layaway Inventory of the Borrower or the
         applicable Subsidiary (the amount under this clause (b) hereinafter
         referred to as the "Eligible Total Inventory Amount");

                                       2
   4

         provided that (i) fifty percent (50%) of the sum of Eligible Jewelry
         Inventory plus the Eligible General Merchandise Inventory included for
         purposes of the Borrowing Base shall consist of Eligible Jewelry
         Inventory, and (ii) the total Eligible Total Inventory Amount included
         in the Borrowing Base shall not be greater than the Eligible Accounts
         Amount.

                  "Business Day" means any day on which commercial banks are
         not authorized or required to close in San Francisco, California.

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

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

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

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

                  "Collateral" means the property in which Liens have been
         granted to the Agent for the benefit of the Lenders pursuant to the
         Borrower Security Agreement, the Borrower Pledge Agreement, the
         Subsidiary Security Agreement, the Subsidiary Pledge Agreement, the
         Real Property Security Documents, or any other agreement, document, or
         instrument executed by the Borrower or a Guarantor in accordance with
         Section 8.13 of the Existing Credit Agreement, whether such Liens are
         now existing or hereafter arise.

                  "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, the Tranche B Commitment and
         the Tranche C Commitment.

                  "Commitment Fee" has the meaning specified in Section 2.11.

                                       3
   5

                  "Commitment Fee Rate" means one quarter of one percent
         (0.25%) per annum.

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

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

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

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

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

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

                  "Deposit and Cash Management Services" means the deposit
         and/or cash management products and services provided by a Lender in
         connection with any deposit or other accounts of the Borrower or any
         of its Subsidiaries, including without limitation, the extensions of
         credit made by a Lender to or for the account of the Borrower or any
         of its Subsidiaries in the ordinary course of business in connection
         therewith.

                  "Dispute" has the meaning specified in Section 13.14.

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

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

                  "Eligible Accounts" means, at any time, all pawn loan
         receivables of the Borrower and its Subsidiaries reasonably
         satisfactory to the Agent and all of the Borrower's and its
         Subsidiaries' interests in Pay-Day Advance Loans reasonably
         satisfactory to the Agent and that satisfy the following conditions:

                                       4
   6

                  (a) The account complies in all material respects with all
         applicable laws, rules, and regulations, including, without
         limitation, usury laws, the Federal Truth in Lending Act, Regulation Z
         of the Board of Governors of the Federal Reserve System, as
         applicable, the provisions of the Texas Pawn Shop Act (Chapter 371 of
         the Texas Finance Code) and similar laws governing the operation of
         pawnshops in other states and local jurisdictions where the Borrower
         or any of the Subsidiaries conduct business and the consumer loan
         provisions of the Texas Finance Code;

                  (b) The account has not been outstanding at or beyond the
         date applicable state law permits the pawned item relative to the
         subject account to be sold by the applicable Subsidiary and is not
         further subject to any federal or local laws, rules or ordinances;

                  (c) The account arises from an enforceable contract, the
         performance of which has been completed by the applicable Subsidiary;

                  (d) The applicable Subsidiary has good and indefeasible title
         to the account and the account is not subject to any Lien except Liens
         in favor of Agent;

                  (e) The account is subject to a first priority, perfected
         Lien in favor of the Agent;

                  (f) The account does not arise out of a contract with an
         account debtor that, by its terms, prohibits or makes void or
         unenforceable the grant of a security interest by the Subsidiary to
         the Agent in and to such account;

                  (g) The account is not subject to any setoff, counterclaim,
         defense, dispute, recoupment, or adjustment;

                  (h) The account is not evidenced by chattel paper unless such
         chattel paper has been delivered to Agent;

                  (i) The account debtor has not notified the applicable
         Subsidiary of any dispute concerning the transaction giving rise to
         the account;

                  (j) The account is payable in Dollars by the account debtor;
         and

                  (k) The account arises from a Pay-Day Advance Loan which has
         not been due for more than ninety (90) days from the date such Pay-Day
         Advance Loan was made.

                                       5
   7

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

                  "Eligible General Merchandise Inventory" means, at any time,
         the difference of (1) all Inventory of the Borrower and the
         Subsidiaries (excluding Jewelry Inventory), relative to transactions
         occurring and maintained at store locations or the central jewelry
         processing location in Austin, Texas which Inventory is (a) located at
         locations either owned by the Borrower or applicable Subsidiary, or
         leased by the Borrower or the applicable Subsidiary, (b) held for sale
         or disposition in the ordinary course of such Subsidiary's business,
         and (c) subject to a first priority, perfected Lien in favor of the
         Agent, minus (2) the pro rata portion of the Inventory Valuation
         Reserve on such Inventory. Eligible General Merchandise Inventory
         shall not include (i) Inventory that has been shipped or delivered to
         a customer on consignment, a sale-or-return basis, a rent or lease
         basis, or on the basis of any similar understanding, (ii) Inventory
         with respect to which a claim exists disputing the Borrower's or such
         Subsidiary's title to or right to possession of such Inventory and
         (iii) Inventory that the Agent in its sole discretion, has reasonably
         determined to be unmarketable.

                  "Eligible Jewelry Inventory" means, at any time, the
         difference of (a) all Jewelry Inventory of the Borrower and the
         Subsidiaries, relative to transactions occurring and maintained at
         store locations or the central jewelry processing location in Austin,
         Texas which Jewelry Inventory is (1) located at locations either owned
         by the Borrower or applicable Subsidiary, or leased by the Borrower or
         the applicable Subsidiary, (2) held for sale or disposition in the
         ordinary course of such Subsidiary's business, and (3) subject to a
         first priority, perfected Lien in favor of the Agent, minus (b) the
         pro rata portion of the Inventory Valuation Reserve on such Inventory.
         Eligible Jewelry Inventory shall not include (i) Jewelry Inventory
         that has been shipped or delivered to a customer on consignment, a
         sale-or-return basis, a rent or lease basis, or on the basis of any
         similar understanding, (ii) Jewelry Inventory with respect to which a
         claim exists disputing the Borrower's or such Subsidiary's title to or
         right to possession of such Jewelry Inventory and (iii) Jewelry
         Inventory that the Agent in its sole discretion, has reasonably
         determined to be unmarketable.

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

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

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

                  "ERISA Affiliate" means any corporation or trade or business
         which is a member of the same controlled group of corporations (within
         the meaning of Section 414(b) of the Code) as the Borrower,

                                       6
   8

         which is under common control (within the meaning of Section 414(c) of
         the Code) with the Borrower, or which is otherwise affiliated with the
         Borrower (within the meaning of Section 414(m) or Section 414(o) of
         the Code).

                  "Event of Default" has the meaning specified in Section 11.1.

                  "Excess Cash Flow Amount" means, at any time, an amount equal
         to seventy-five percent (75%) of the sum of the following: (a) the
         Consolidated Net Income before taxes for the then most recently ended
         Fiscal Quarter, minus (b) income taxes paid, Capital Expenditures and
         payments on current maturities on long-term debt (including without
         duplication Capital Lease Obligations, but excluding the Obligations),
         plus (c) depreciation, amortization and any other non-cash expense or
         income for such period, all in accordance with GAAP.

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

                  "Existing Credit Agreement" has the meaning set forth in the
         recitals of this Agreement.

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

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

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

                  "First Quarter" has the meaning specified in Section 10.6.

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

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

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

                                       7
   9
         calculated by dividing the sum of the stores operated by the Borrower
         and the Subsidiaries at the end of each month for the most recent four
         (4) months by four (4).

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

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

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

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

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

                  "Guaranty" means the joint and several guaranty of each
         Guarantor in favor of the Agent and the Lenders, as executed by such
         Guarantor in connection with the Existing Credit Agreement and in
         addition, any Guaranty in substantially the form of Exhibit C hereto,
         as the same has been or may be amended, supplemented, or otherwise
         modified from time to time.

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

                  "Indemnity Account" means an indemnity account established
         and maintained by the Borrower to secure the Borrower's obligations to
         be incurred with County Bank of Rehoboth Beach, Delaware in connection
         with Pay-Day Advance Loans, such obligations to be established and
         governed by the Pay-Day Advance Loan Documents.

                                       8
   10

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

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

                  "Inventory Valuation Reserve" means a valuation account on
         the Inventory of the Borrower and its Subsidiaries used to reduce such
         Inventory's carrying value to the lesser of cost or fair market value,
         as determined by the Borrower after taking into account such factors
         as obsolescence and broken or unmarketable Inventory.

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

                  "Jewelry Inventory" means, at any time, all gold, silver and
         jewelry Inventory of the Borrower or any Subsidiary.

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

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

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

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

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

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

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

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

                  "Litigation Fund Account" means a litigation fund account
         established and maintained by the Borrower to secure the Borrower's
         obligations to be incurred with County Bank of Rehoboth Beach,

                                       9
   11

         Delaware in connection with Pay-Day Advance Loans, such obligations to
         be established and governed by the Pay-Day Advance Loan Documents.

                  "Loan Documents" means this Agreement, the Notes, the
         Guaranties, the Contribution and Indemnification Agreement, the
         Borrower Security Agreement, the Subsidiary Security Agreement, the
         Borrower Pledge Agreement, the Subsidiary Pledge Agreement, the Real
         Property Security Documents and all other promissory notes, security
         agreements, assignments, deeds of trust, guaranties, and other
         instruments, documents, and agreements now or hereafter executed and
         delivered pursuant to or in connection with this Agreement, as such
         instruments, documents, and agreements may be amended, modified,
         renewed, extended, or supplemented from time to time.

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

                  "Master Credit Notes" means the promissory notes of the
         Borrower payable to the order of the Lenders in the aggregate
         principal amount of the Commitments, in substantially the form of
         Exhibit A-1 hereto, and all extensions, renewals, and modifications
         thereof.

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

                  "Material Debt" has the meaning specified in Section 11.1(h).

                  "Maximum Rate" means, at any time and with respect to any
         Lender, the maximum rate of interest under applicable law that such
         Lender may charge the Borrower. The Maximum Rate shall be calculated
         in a manner that takes into account any and all fees, payments, and
         other charges in respect of the Loan Documents that constitute
         interest under applicable law. Each change in any interest rate
         provided for herein based upon the Maximum Rate resulting from a
         change in the Maximum Rate shall take effect without notice to the
         Borrower at the time of such change in the Maximum Rate. For purposes
         of determining the Maximum Rate under Texas law, the applicable rate
         ceiling shall be the applicable weekly ceiling described in, and
         computed in accordance with, Chapter 303 of the Texas Finance Code.

                  "Monthly Payment Date" means the third day of each calendar
         month of each year, the first of which shall be January 3, 2001.

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

                  "Net Proceeds" from any issuance, sale or disposition of any
         shares of equity securities (or any securities convertible or
         exchangeable for any such shares, or any rights, warrants, or options
         to subscribe for or purchase any such shares) means the amount equal
         to (a) the aggregate gross proceeds of such issuance, sale or other
         disposition, less (b) the following: (i) placement agent fees, (ii)
         underwriting discounts and commissions, (iii) bank and other lender
         fees, and (iv) reasonable legal fees and other reasonable expenses
         payable by the issuer in connection with such issuance, sale or other
         disposition. "Net

                                      10
   12

         Proceeds" from any disposition of assets means the amount equal to (a)
         the aggregate gross proceeds of such disposition, less (b) the
         following: (i) sales or other similar taxes paid or payable by the
         seller in connection with such disposition, (ii) reasonable broker
         fees in connection with such disposition, (iii) reasonable legal fees
         and other reasonable expenses payable by the seller in connection with
         such disposition and (iv) the amount of any Debt secured by the assets
         that must be repaid in connection with such disposition so long as it
         is a Debt permitted under this Agreement.

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

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

                  "Obligations" means, collectively, the Primary Obligations
         and the Secondary Obligations.

                  "Pay-Day Advance Loan Documents" means the documents,
         instruments and agreements which are acceptable to the Agent and the
         Lenders and are more specifically described on Schedule 1.1(c)
         attached hereto, and all amendments, modifications, renewals,
         extensions, restatements and supplements thereto, copies of which have
         been provided to the Agent and the Lenders and are satisfactory in
         form and substance to the Agent and the Lenders; provided that if such
         amendments, modifications, renewals, extensions, restatements and
         supplements are non-substantive from the perspective of the economics
         of the transactions evidenced by such documents, instruments and
         agreements described on Schedule 1.1(c), prior approval by the Agent
         and the Lenders is not required.

                  "Pay-Day Advance Loans" has the meaning specified in Section
         9.9.

                  "Payment Office" means the operational office of the Agent in
         San Francisco, California, presently located at 201 Third Street, 8th
         Floor, San Francisco, California 94103.

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

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

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

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

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

                  "Primary Obligations" means all obligations, indebtedness,
         and liabilities of the Borrower to the Agent, the Issuing Bank, and
         the Lenders, or any of them, arising pursuant to any of the Loan
         Documents, now existing or hereafter arising, whether direct,
         indirect, related, unrelated, fixed, contingent, liquidated,
         unliquidated, joint, several, or joint and several, including, without
         limitation, the obligations, indebtedness, and liabilities of the
         Borrower under this Agreement, the Notes and the other Loan Documents
         (including without limitation, all of the Borrower's contingent
         reimbursement obligations in respect of Letters of

                                      11
   13

         Credit), and all interest accruing thereon and all attorneys' fees and
         other expenses incurred in the enforcement or collection thereof.

                  "Prime Rate" means, at any time, the rate of interest per
         annum then most recently announced by Wells Fargo Bank, National
         Association at its principal office in San Francisco as its prime
         rate, which rate may not be the lowest rate of interest charged by
         Wells Fargo Bank, National Association to its borrowers. Each change
         in any interest rate provided for herein based upon the Prime Rate
         resulting from a change in the Prime Rate shall take effect on the
         date the change is announced by Wells Fargo Bank, National Association
         without notice to the Borrower at the time of such change in the Prime
         Rate.

                  "Principal Office" means the principal office of the Agent in
         Phoenix, Arizona, presently located at 100 W. Washington, 7th Floor,
         Phoenix, Arizona 85003.

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

                  "Quarterly Payment Date" means the third day of each January,
         April, July and October of each year, the first of which shall be
         January 3, 2001.

                  "Real Property" means the fee owned real property and
         interests in fee owned real property of the Borrower and the
         Subsidiaries, including without limitation, that fee owned real
         property identified on Schedule 1.1(c) attached hereto, and all
         improvements and fixtures thereon and all appurtenances thereto,
         whether now existing or hereinafter arising.

                  "Real Property Security Documents" means all deeds of trust,
         mortgages and other instruments, documents and agreements executed and
         delivered by the Borrower or any Guarantor in favor of the Agent for
         the benefit of the Lenders, which creates a Lien on such Person's
         interests in the Real Property, as the same may be amended,
         supplemented or modified.

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

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

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

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

                                      12
   14

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

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

                  "RICO" means the Racketeer Influenced and Corrupt
         Organization Act of 1970, as amended from time to time.

                  "Secondary Obligations" means all obligations, indebtedness,
         and liabilities of the Borrower to the Lenders or any of them, arising
         pursuant to or in connection with the Deposit and Cash Management
         Services, now existing or hereafter arising, whether direct, indirect,
         related, unrelated, fixed, contingent, liquidated, unliquidated,
         joint, several, or joint and several, including without limitation,
         the obligations of the Borrower to pay all fees, costs and expenses
         (including without limitation, reasonable attorneys' fees) provided
         for in connection with the documentation governing the Deposit and
         Cash Management Services.

                  "SL Participation" means, with respect to any Lender, at any
         time, the amount of participating interest held by such Lender (or in
         the case of the Swing Lender, other interests) in respect of the Swing
         Loan.

                  "Specified Defaults" means the Events of Default which arose
         under the Existing Credit Agreement solely by reason of the Borrower's
         failure prior to the date hereof to comply with (a) Section 8.13(g)
         (Post-Closing Items; Real Property Security Documents) of the Existing
         Credit Agreement, (b) Section 10.2 (Leverage Ratio) of the Existing
         Credit Agreement for the Fiscal Quarters ending June 30, 2000 and
         September 30, 2000, and (c) Section 10.5 (Fixed Charge Coverage Ratio)
         of the Existing Credit Agreement for the Fiscal Quarters ending June
         30, 2000 and September 30, 2000.

                  "Subsidiary" means any corporation (or other entity) of which
         at least a majority of the outstanding shares of stock (or other
         ownership interests) having by the terms thereof ordinary voting power
         to elect a majority of the board of directors (or similar governing
         body) of such corporation (or other entity) (irrespective of whether
         or not at the time stock (or other ownership interests) of any other
         class or classes of such corporation (or other entity) shall have or
         might have voting power by reason of the happening of any contingency)
         is at the time directly or indirectly owned or controlled by the
         Borrower or one or more of the Subsidiaries or by the Borrower and one
         or more of the Subsidiaries.

                  "Subsidiary Pledge Agreement" means the Subsidiary Pledge
         Agreement of each Guarantor in favor of the Agent for the benefit of
         the Lenders, as executed by such Guarantor in connection with the
         Existing Credit Agreement and in addition, any Subsidiary Pledge
         Agreement in substantially the form of Exhibit G-2 hereto, as the same
         may be amended, supplemented or modified.

                  "Subsidiary Security Agreement" means the Subsidiary Security
         Agreement of each Guarantor in favor of the Agent for the benefit of
         the Lenders, as executed by such Guarantor in connection with the
         Existing Credit Agreement and in addition, any Subsidiary Security
         Agreement in substantially the form of Exhibit F-2 hereto, as the same
         may be amended, supplemented, or modified.

                  "Swing Commitment" means an amount (subject to reduction or
         cancellation as herein provided) equal to Three Million Dollars
         ($3,000,000).

                                      13
   15

                  "Swing Lender" means Wells Fargo Bank Texas, National
         Association (successor by consolidation to Wells Fargo Bank (Texas),
         National Association).

                  "Swing Loan" means the swing loan made or to be made
         hereunder to the Borrower pursuant to Section 2.9.

                  "Swing Loan Advance" means an Advance under the Swing Loan.

                  "Swing Note" means the promissory note of the Borrower
         payable to the order of the Swing Lender in the principal amount of
         the Swing Commitment in substantially the form of Exhibit A-2 hereto,
         and all extensions, renewals, and modifications thereof.

                  "Term Loan Reduction Event" means the occurrence or
         completion of the following event: on or before June 30, 2001, the
         Borrower has reduced the sum of the aggregate outstanding principal
         amounts of the Tranche B Loan and the Tranche C Loan to equal to or
         less than $20,000,000.

                  "Termination Date" means 8:00 A.M. San Francisco, California
         time on December 3, 2001, or such earlier date and time on which the
         Commitments terminate as provided in this Agreement.

                  "Tranche A Advance" means an Advance under the Tranche A
         Loan.

                  "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 the date
         hereof, the aggregate amount of the Tranche A Commitments of all
         Lenders equals Forty-Five Million Dollars ($45,000,000).

                  "Tranche A Loan" means the revolving credit loan made or to
         be made hereunder to the Borrower pursuant to Section 2.1.

                  "Tranche B Commitment" means, as to each Lender, the
         obligation of such Lender to make the 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 the same
         may be terminated pursuant to Section 11.2. As of the date hereof, the
         aggregate amount of the Tranche B Commitments of all Lenders equals
         Thirty Million Dollars ($30,000,000).

                  "Tranche B Loan" means the term loan made or to be made
         hereunder to the Borrower pursuant to Section 2.2.

                  "Tranche C Commitment" means, as to each Lender, the
         obligation of such Lender to make the Tranche C 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 C Commitment", as the same
         may be terminated pursuant to Section 11.2. As of the date hereof, the
         aggregate amount of the Tranche C Commitments of all Lenders equals
         Ten Million Dollars ($10,000,000).

                  "Tranche C Loan" means the term loan made or to be made
         hereunder to the Borrower pursuant to Section 2.3.

                  "Tranche C Payment Amount" has the meaning specified in
         Section 4.3(g).

                                      14
   16

                  "UCC" means the Uniform Commercial Code as in effect in the
         State of Texas.

         Section 1.2 Other Definitional Provisions. All definitions contained
in this Agreement are equally applicable to the singular and plural forms of
the terms defined. The words "hereof", "herein", and "hereunder" and words of
similar import referring to this Agreement refer to this Agreement as a whole
and not to any particular provision of this Agreement. Unless otherwise
specified, all Article and Section references pertain to this Agreement. All
accounting terms not specifically defined herein shall be construed in
accordance with GAAP. Terms used herein that are defined in the UCC, unless
otherwise defined herein, shall have the meanings specified in the UCC.

                                   ARTICLE II

                              Loans and Swing Loan

         Section 2.1 Tranche A Loan. Subject to the terms and conditions of
this Agreement, each Lender severally agrees to make one or more Tranche A
Advances to the Borrower from time to time from the date hereof to but
excluding the Termination Date in an aggregate principal amount at any time
outstanding up to but not exceeding the amount of such Lender's Tranche A
Commitment as then in effect, provided that the aggregate amount of all Tranche
A Advances at any time outstanding shall not exceed (a) the lesser of (i) the
Tranche A Commitments or (ii) the Borrowing Base, minus (b) the sum of the
outstanding Swing Loan Advances and the Letter of Credit Liabilities.
Notwithstanding anything to the contrary contained herein, the Eligible Total
Inventory Amount advanced shall never exceed fifty percent (50%) of the
aggregate amount of all Tranche A Advances, Swing Loan Advances and Letter of
Credit Liabilities at any time outstanding. Subject to the foregoing
limitations, and the other terms and provisions of this Agreement, the Borrower
may borrow, repay, and reborrow hereunder the amount of the Tranche A
Commitments by means of Advances. Tranche A Advances made by each Lender shall
be made and maintained at such Lender's Applicable Lending Office.

         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 the Existing Credit Agreement as the Tranche B Loan to
the Borrower on the date hereof 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 have been repaid. The Tranche B Loan made by each
Lender shall be made and maintained at such Lender's Applicable Lending Office.

         Section 2.3 Tranche C Loan. Subject to the terms and conditions of
this Agreement, each Lender severally agrees to restructure a portion of the
loans outstanding under the Existing Credit Agreement as the Tranche C Loan to
the Borrower on the date hereof up to but not exceeding the amount of such
Lender's Tranche C Commitment. The Borrower may not reborrow hereunder any
Tranche C Advance which have been repaid. The Tranche C Loan made by each
Lender shall be made and maintained at such Lender's Applicable Lending Office.

                                      15
   17

         Section 2.4 Master Credit Notes. The obligation of the Borrower to
repay each Lender for Tranche A Advances, Tranche B Loan and Tranche C Loan
made by such Lender and interest thereon shall be evidenced by a Master Credit
Note executed by the Borrower, payable to the order of such Lender, in the
principal amount of such Lender's Commitment dated the date hereof.

         Section 2.5 Repayment of Loans. The Borrower shall repay the
outstanding principal amount of the Loans on the Termination Date.

         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 lesser
of (a) the Maximum Rate, or (b) the Applicable Rate. If at any time the
Applicable Rate for any Advance shall exceed the Maximum Rate, thereby causing
the interest accruing on such Advance to be limited to the Maximum Rate, then
any subsequent reduction in the Applicable Rate for such Advance shall not
reduce the rate of interest on such Advance below the Maximum Rate until the
aggregate amount of interest accrued on such Advance equals the aggregate
amount of interest which would have accrued on such Advance if the Applicable
Rate had at all times been in effect. Accrued and unpaid interest on the
Advances shall be due and payable (i) on each Monthly Payment Date and (ii) on
the Termination Date.

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

         Section 2.7 Tranche A Loan Borrowing Procedure. The Borrower shall
give the Agent notice by means of an Advance Request Form of each requested
Tranche A Advance at least one (1) Business Day before the requested date of
each Advance, specifying: (a) the requested date of such Tranche A Advance
(which shall be a Business Day) and (b) the amount of such Tranche A Advance.
Each Tranche A Advance shall be in a minimum principal amount of Five Hundred
Thousand Dollars ($500,000) or in greater increments of One Hundred Thousand
Dollars ($100,000). The Agent shall notify each Lender of the contents of each
such notice promptly. Not later than 11:00 A.M. San Francisco, California time
on the date specified for each Tranche A Advance hereunder, each Lender will
make available to the Agent at the Principal Office in immediately available
funds, for the account of the Borrower, its pro rata share of each Tranche A
Advance. After the Agent's receipt of such funds and subject to the other terms
and conditions of this Agreement, the Agent will make each Tranche A Advance
available to the Borrower by depositing the same, in immediately available
funds, in an account of the Borrower (designated by the Borrower) maintained
with the Agent at the Principal Office. All notices by the Borrower under this
Section shall be irrevocable and shall be given not later

                                      16
   18

than 9:00 A.M. San Francisco, California time on the day which is not less than
the number of Business Days specified above for such notice.

         Section 2.8 [Intentionally Deleted].

         Section 2.9 Swing Loans.

                           (a) Making Swing Loans; Interest Rate. For the
                  convenience of the parties and as an integral part of the
                  transactions contemplated by the Loan Documents, the Swing
                  Lender, solely for its own account, agrees, on the terms and
                  conditions hereinafter set forth, to make Swing Loans to the
                  Borrower (which the Borrower may repay and reborrow from time
                  to time in accordance with the terms and provisions hereof)
                  from time to time on any Business Day during the period from
                  the date hereof to but excluding the Termination Date in an
                  aggregate principal amount at any one time outstanding which
                  shall not exceed the Swing Commitment; provided that, the
                  Swing Lender shall not be obligated to make any Swing Loan
                  (i) which when added to the then outstanding Tranche A
                  Advances plus the outstanding Letter of Credit Liabilities
                  plus the outstanding Swing Loan Advances would exceed the
                  lesser of (1) the Tranche A Commitments and (2) the Borrowing
                  Base, and (ii) at any time after any Lender has refused to
                  purchase a participation in any Swing Loan as provided in
                  Section 2.9(d). All Swing Loans shall bear interest at the
                  lesser of (A) the Maximum Rate and (B) the Applicable Rate
                  (subject to Section 2.6) and shall be included within the
                  Primary Obligations hereunder. Each Swing Loan shall be
                  subject to all the terms and conditions applicable to the
                  Tranche A Loan; provided that, (i) there shall be no minimum
                  Swing Loan Advance amount or repayment for a Swing Loan, and
                  (ii) each Swing Loan shall be available and may be prepaid on
                  same day telephonic notice to be followed promptly with an
                  Advance Request Form (except for telephonic notices of
                  prepayment) from the Borrower to the Swing Lender, so long as
                  such notice is received by the Swing Lender prior to 1:00
                  P.M. (San Francisco, California time).

                           (b) Swing Note. The Swing Loans made by the Swing
                  Lender shall be evidenced by a single promissory note of the
                  Borrower in substantially the form of Exhibit B-2 hereto,
                  payable to the order of the Swing Lender in a principal
                  amount equal to the Swing Commitment as originally in effect
                  and otherwise duly completed.

                           (c) Repayment of Swing Loans. Upon the earlier to
                  occur of (i) the date fourteen (14) Business Days after each
                  Swing Loan Advance, and (ii) demand by the Swing Lender, the
                  Borrower shall promptly borrow Tranche A Loans from the
                  Lenders, pursuant to Section 2.1 hereof and apply the
                  proceeds of such Tranche A Loans to the repayment of such
                  Swing Loan Advance then outstanding.

                                      17
   19

                           (d) Participation of Lenders. In the event the
                  Borrower shall fail to repay any Swing Loan, each Lender
                  shall irrevocably and unconditionally purchase from the Swing
                  Lender an SL Participation in such Swing Loan in lawful money
                  of the United States and in the same day funds, in an amount
                  equal to such Lender's pro rata share (based on the Tranche A
                  Commitments) of the principal amount of such Swing Loans then
                  outstanding; provided that, no Lender shall be obligated to
                  purchase a participation in the Swing Loans which would cause
                  the outstanding Tranche A Advances owed to such Lender plus
                  such Lender's pro rata part of outstanding Letter of Credit
                  Liabilities to exceed such Lender's Tranche A Commitment. If
                  such amount is not in fact made available to the Swing Lender
                  by any Lender, the Swing Lender shall be entitled to recover
                  such amount on demand from such Lender together with accrued
                  interest thereon, for each day from the date of demand
                  therefor, if made prior to 11:00 A.M. (San Francisco,
                  California time) on any Business Day, or, if made at any
                  other time, from the next Business Day following the date of
                  such demand, until the date such amount is paid to the Swing
                  Lender by such Lender at the Federal Funds Rate. If such
                  Lender does not pay such amount forthwith upon the Swing
                  Lender's demand therefor, and until such time as such Lender
                  makes the required payment, the Swing Lender shall be deemed
                  to continue to have outstanding a Swing Loan in the amount of
                  such unpaid participation obligation for all purposes under
                  the Loan Documents other than those provisions requiring the
                  other Lenders to purchase a participation therein.
                  Thereafter, each payment of all or any part of the Primary
                  Obligations evidenced by the Swing Note shall be paid to the
                  Swing Lender for the ratable benefit of the Swing Lender and
                  the Lenders who are participants in the Swing Loan; provided
                  that, with respect to any participation hereunder, all
                  interest accruing on the Swing Loan (or any portion thereof)
                  to which such participation relates prior to the date of
                  purchase of any participation hereunder shall be payable
                  solely to the Swing Lender for its own account.

         Section 2.10 Use of Proceeds. The proceeds of Advances shall be used
by the Borrower for working capital in the ordinary course of business and
other general corporate purposes.

         Section 2.11 Fees. (a) On the date hereof and on or prior to each
December 6 during the term hereof, the Borrower agrees to pay to the Agent for
the account of the Agent an annual agent fee in an amount to be agreed to by
the Borrower and the Agent pursuant to a side letter agreement, (b) the
Borrower agrees to pay to the Agent for the account of the Lenders a
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 Termination Date at the
Commitment Fee Rate based on a 360 day year and the actual number of days
elapsed, (c) on the date hereof, the Borrower agrees to pay to the Agent for
the account of the Lenders a nonrefundable amendment fee of $100,000, (d) on or
before June 3, 2001, if the Tranche B Loan has not been paid in full, the
Borrower

                                      18
   20

agrees to pay to the Agent for the account of the Lenders a nonrefundable fee
of $100,000 on June 3, 2001, and (e) on or before the Termination Date, if the
Tranche C 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 $200,000 on the
Termination Date. The accrued Commitment Fee shall be payable in arrears on
each Quarterly Payment Date and on the 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.

         Section 2.12 [Intentionally Deleted].

         Section 2.13 Reduction or Termination of Tranche A Commitments.

                           (a) Optional. The Borrower shall have the right to
                  terminate in whole or reduce in part the unused portion of
                  the Tranche A Commitments (including the Swing Commitment)
                  upon at least five (5) Business Days prior notice (which
                  notice shall be irrevocable) to the Agent and each Lender
                  specifying the effective date thereof, whether a termination
                  or reduction is being made, and the amount of any partial
                  reduction, provided that each partial reduction shall be in
                  the amount of Five Million Dollars ($5,000,000) (or in the
                  case of the Swing Commitment, One Million Dollars
                  [$1,000,000]) or an integral multiple thereof and the Tranche
                  A Commitments (other than the Swing Commitment) shall not be
                  reduced below the outstanding Letter of Credit Liabilities,
                  and the Borrower shall simultaneously prepay the amount by
                  which the unpaid principal amount of the Tranche A Advances
                  and outstanding Letter of Credit Liabilities exceeds the
                  Tranche A Commitments (after giving effect to such notice)
                  plus accrued and unpaid interest on the principal amount so
                  prepaid. The Tranche A Commitments may not be reinstated
                  after they have been terminated or reduced. In addition the
                  Swing Commitment may never be less than the Tranche A
                  Commitments (exclusive of the Swing Commitment).

                           (b) Mandatory. On the date of each sale of assets
                  (other than the sale of Inventory in the ordinary course of
                  business) by the Borrower or any Subsidiary resulting in Net
                  Proceeds or upon the occurrence of any other event requiring
                  a mandatory prepayment under Section 4.3, (i) the Tranche A
                  Commitments shall automatically reduce by the amount equal to
                  100% of the Net Proceeds from the sale of assets occurring on
                  such date or such lesser amounts applied to the Swing Loan
                  Advances, Tranche A Advances and Letter of Credit Liabilities
                  pursuant to Section 4.3, 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. In addition, on
                  the date the Borrower or any Subsidiary makes any prepayments

                                      19
   21

                  pursuant to Section 4.3(g) which are applied to the Swing
                  Loan Advances, the Tranche A Advances or the Letter of Credit
                  Disbursements, the Tranche A Commitments shall automatically
                  be reduced by the amount of such prepayments so applied.

                                  ARTICLE III

                               Letters of Credit

         Section 3.1 Letters of Credit.

                           (a) Subject to the terms and conditions of this
                  Agreement, the Issuing Bank agrees to issue one or more
                  standby Letters of Credit for the account of the Borrower
                  from time to time from the date hereof to but excluding the
                  Termination Date; provided, however, that the outstanding
                  Letter of Credit Liabilities shall not at any time exceed the
                  lesser of (i) One Million Dollars ($1,000,000.00), and (ii)
                  an amount equal to (A) the lesser of (1) the Tranche A
                  Commitments and (2) the Borrowing Base, minus (B) the sum of
                  the outstanding Tranche A Advances. Each Letter of Credit
                  shall have an expiration date not beyond the earlier of (a)
                  one year from the date of issuance of such Letter of Credit
                  or (b) the Termination Date, shall be payable in Dollars,
                  must support a transaction that is entered into in the
                  ordinary course of the Borrower's business, must be
                  satisfactory in form and substance to the Issuing Bank, and
                  shall be issued pursuant to such documents and instruments
                  (including, without limitation, the Issuing Bank's standard
                  application for issuance of letters of credit as then in
                  effect) as the Issuing Bank may require. No Letter of Credit
                  shall require any payment by the Issuing Bank to the
                  beneficiary thereunder pursuant to a drawing prior to the
                  third Business Day following presentment of a draft and any
                  related documents to the Issuing Bank.

                           (b) By the issuance of each Letter of Credit and
                  without any further action on the part of the Issuing Bank or
                  any of the Lenders in respect thereof, the Issuing Bank
                  hereby grants to each Lender and each Lender hereby agrees to
                  acquire from the Issuing Bank a participation in each Letter
                  of Credit and the related Letter of Credit Liabilities,
                  effective upon the issuance thereof without recourse or
                  warranty, equal to such Lender's pro rata share (based on the
                  Tranche A Commitments) of such Letter of Credit and Letter of
                  Credit Liabilities. In furtherance of the foregoing, each
                  Lender hereby absolutely and unconditionally agrees to pay to
                  the Issuing Bank, as and when required by Section 3.4, such
                  Lender's pro rata share of each Letter of Credit
                  Disbursement. Each Lender acknowledges and agrees that its
                  obligation to acquire participations pursuant to this Section
                  3.1(b) in respect of each Letter of Credit is absolute and
                  unconditional and shall not be affected by any circumstance
                  whatsoever,

                                      20
   22

                  including without limitation the occurrence and continuance
                  of any Default, and that each such payment shall be made
                  without any offset, abatement, withholding, or reduction
                  whatsoever. This agreement to grant and acquire
                  participations is an agreement between the Issuing Bank and
                  the Lenders, and neither the Borrower nor any beneficiary of
                  a Letter of Credit shall be entitled to rely thereon. The
                  Borrower agrees that each Lender purchasing a participation
                  from the Issuing Bank pursuant to this Section 3.1(b) may
                  exercise all its rights to payment against the Borrower
                  including the right of setoff, with respect to such
                  participation as fully as if such Lender were the direct
                  creditor of the Borrower in the amount of such participation.

                           (c) The Issuing Bank agrees with each Lender that it
                  shall transfer to such Lender, without any offset, abatement,
                  withholding, or reduction whatsoever, such Lender's
                  proportionate share of any payment of a reimbursement
                  obligation of the Borrower with respect to a Letter of Credit
                  Disbursement, including interest payments made to the Issuing
                  Bank on such Letter of Credit Disbursement, based on the
                  proportion that the payment made by such Lender to the
                  Issuing Bank in respect of the principal amount of such
                  Letter of Credit Disbursement bears to the outstanding
                  principal amount of such Letter of Credit Disbursement.

                           (d) Schedule 1.1(b) contains a description of all
                  letters of credit which were issued pursuant to the Existing
                  Credit Agreement and which are to remain outstanding under
                  this Agreement. Each of the Existing LCs shall constitute a
                  Letter of Credit for all purposes of this Agreement and
                  shall, for purposes of this Agreement, be deemed issued on
                  the date hereof.

         Section 3.2 Procedure for Issuing Letters of Credit. Each Letter of
Credit shall be issued on at least three (3) Business Days prior notice from
the Borrower to the Issuing Bank by means of a Letter of Credit Request Form
describing the transaction proposed to be supported thereby and specifying (a)
the date on which such Letter of Credit is to be issued (which shall be a
Business Day) and the face amount thereof, (b) the name and address of the
beneficiary, (c) whether such Letter of Credit shall permit a single drawing or
multiple drawings, (d) the conditions permitting the drawing or drawings
thereunder, (e) whether the draft thereunder shall be a sight or time draft
and, if the latter, the date when the draft shall be payable, (f) the form of
the draft and any other documents required to be presented at the time of any
drawing (such notice to set forth the exact wording of such documents or to
attach copies thereof), and (g) the expiration date of such Letter of Credit.
Upon fulfillment of the applicable conditions precedent in Article VI, the
Issuing Bank shall make the applicable Letter of Credit available to the
Borrower or, if so requested by the Borrower, to the beneficiary of the Letter
of Credit.

         Section 3.3 Presentment and Reimbursement. (a) Promptly upon receipt
of any documents purporting to represent a demand for payment under a Letter of
Credit, the Issuing Bank shall give notice to the Borrower of the receipt
thereof, which notice may be telephonic. If

                                      21
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the Issuing Bank shall have determined that a demand for payment under a Letter
of Credit appears on its face to be in conformity with the terms and conditions
of such Letter of Credit, the Issuing Bank shall give notice to the Borrower,
which notice may be telephonic, of the receipt and amount of such drawing and
the date on which payment thereon will be made. If the Borrower shall not have
discharged in full by 8:00 A.M., San Francisco, California time on the date of
such payment, its obligation to reimburse the Issuing Bank in the amount of
such drawing under such Letter of Credit, then the amount of such drawing for
which the Issuing Bank shall not have been reimbursed by the Borrower shall be
paid by the Borrower to the Issuing Bank or, to the extent the Issuing Bank
shall have received payments with respect to such drawing from the Lenders, to
the Issuing Bank for the account of the Lenders, within three (3) Business Days
after the date of such drawing (but in any event before the Termination Date),
together with interest on such amount at the Default Rate from the date of
payment by the Issuing Bank to the beneficiary under the Letter of Credit (each
such payment made after 8:00 A.M., San Francisco, California time on such due
date to be deemed to be made on the next succeeding Business Day). The
obligations of the Borrower under this Section 3.3 shall be unconditional,
absolute, and irrevocable in all respects.

         Section 3.4 Payment. If the Issuing Bank shall pay any draft
presented under a Letter of Credit issued by it and if the Borrower shall not
have discharged in full its reimbursement obligation by 8:00 A.M., San
Francisco, California time on the date of such Letter of Credit Disbursement,
then the Issuing Bank shall as promptly as practicable give telephonic (which
shall be promptly confirmed in writing) or facsimile notice to each Lender of
the date of such payment and the amount of such payment and each Lender shall
pay to the Issuing Bank, in immediately available funds, not later than 1:00
P.M., San Francisco, California time on the date of such payment (or, if
Issuing Bank shall notify the Lenders of such payment after 9:00 A.M., San
Francisco, California time, then not later than 10:00 A.M., San Francisco,
California time on the next succeeding Business Day), an amount equal to such
Lender's pro rata share of such drawing; provided that, if any Lender shall for
any reason fail to pay the Issuing Bank its pro rata share of the drawing on
the date of such payment, the Issuing Bank shall itself fund such Lender's pro
rata share while retaining the right to proceed against such Lender for
reimbursement therefor. In the event that the Issuing Bank shall fund a
Lender's pro rata share of a drawing, the amount so funded shall bear interest
at a rate per annum equal to the Federal Funds Rate and shall be payable by
such Lender when it reimburses the Issuing Bank for funding its pro rata part
(with interest to accrue from and including the date of such funding to and
excluding the date of reimbursement). In the event that a Lender, after notice,
pays its pro rata share of a drawing hereunder and such payment is not required
to fund a Letter of Credit Disbursement, the Issuing Bank shall return such
payment to the Lender with interest calculated at a rate per annum equal to the
Federal Funds Rate (with interest to accrue from and including the date of such
funding to and excluding the date of return). The obligation of each Lender to
pay to the Issuing Bank such Lender's pro rata part of any drawing under a
Letter of Credit shall be absolute and unconditional under any and all
circumstances (including without limitation the passage of the Termination
Date), and such obligations shall be several and not joint.

                                      22
   24

         Section 3.5 Letter of Credit Fee. The Borrower shall pay to the
Agent, for the account of the Lenders, a nonrefundable letter of credit fee
payable on the date each Letter of Credit is issued and on each quarterly
anniversary date thereof in an amount equal to two percent (2%) per annum
multiplied by the undrawn amount of such Letter of Credit, based on a 360 day
year and the actual number of days in the stated term of such Letter of Credit.
In addition, the Borrower shall pay to the Issuing Bank, solely for its own
account as issuer of Letters of Credit, nonrefundable fronting, amendment,
transfer, negotiation and other fees as determined in accordance with the
Issuing Bank's current fee policy, a copy of which has been provided to the
Borrower.

         Section 3.6 Obligations Absolute. The obligations of the Borrower
under this Agreement and the other Loan Documents (including without limitation
the obligation of the Borrower to reimburse the Issuing Bank for draws under
any Letter of Credit) shall be absolute, unconditional, and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement and
the other Loan Documents under all circumstances whatsoever, including without
limitation the following circumstances:

                  (a) Any lack of validity or enforceability of any Letter of
         Credit or any other Loan Document;

                  (b) Any amendment or waiver of or any consent to departure
         from any Loan Document;

                  (c) The existence of any claim, set-off, counterclaim,
         defense or other rights which the Borrower, any Obligated Party, or
         any other Person may have at any time against any beneficiary of any
         Letter of Credit, the Issuing Bank, any Lender, the Agent, or any
         other Person, whether in connection with this Agreement or any other
         Loan Document or any unrelated transaction;

                  (d) Any statement, draft, or other document presented under
         any Letter of Credit proving to be forged, fraudulent, invalid, or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect whatsoever;

                  (e) Payment by the Issuing Bank under any Letter of Credit
         against presentation of a draft or other document which does not
         comply with the terms of such Letter of Credit; or

                  (f) Any other circumstance or happening whatsoever, whether
         or not similar to any of the foregoing.

         Section 3.7 Limitation of Liability. The Borrower assumes all risks
of the acts or omissions of any beneficiary of any Letter of Credit with
respect to its use of such Letter of Credit. Neither the Issuing Bank, the
Lenders, the Agent, nor any of their officers or directors shall have any
responsibility or liability to the Borrower or any other Person for: (a) the
failure of

                                      23
   25

any draft to bear any reference or adequate reference to any Letter of Credit,
or the failure of any documents to accompany any draft at negotiation, or the
failure of any Person to surrender or to take up any Letter of Credit or to
send documents apart from drafts as required by the terms of any Letter of
Credit, or the failure of any Person to note the amount of any instrument on
any Letter of Credit, each of which requirements, if contained in any Letter of
Credit itself, it is agreed may be waived by the Issuing Bank, (b) errors,
omissions, interruptions, or delays in transmission or delivery of any
messages, (c) the validity, sufficiency, or genuineness of any draft or other
document, or any endorsement(s) thereon, even if any such draft, document or
endorsement should in fact prove to be in any and all respects invalid,
insufficient, fraudulent, or forged or any statement therein is untrue or
inaccurate in any respect, (d) the payment by the Issuing Bank to the
beneficiary of any Letter of Credit against presentation of any draft or other
document that does not comply with the terms of the Letter of Credit, or (e)
any other circumstance whatsoever in making or failing to make any payment
under a Letter of Credit. The Borrower shall have a claim against the Issuing
Bank, and the Issuing Bank shall be liable to the Borrower, to the extent of
any direct, but not consequential, damages suffered by the Borrower which the
Borrower proves in a final nonappealable judgment were caused by (i) the
Issuing Bank's willful misconduct or gross negligence in determining whether
documents presented under any Letter of Credit complied with the terms thereof
or (ii) the Issuing Bank's willful failure to pay under any Letter of Credit
after presentation to it of documents strictly complying with the terms and
conditions of such Letter of Credit. The Issuing Bank may accept documents that
appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary.

                                   ARTICLE IV

                                   Payments

         Section 4.1 Method of Payment. Except as provided in Article III, all
payments of principal, interest, and other amounts to be made by the Borrower
under this Agreement and the other Loan Documents shall be made to the Agent at
the Payment Office for the account of each Lender's Applicable Lending Office
in Dollars and in immediately available funds by credit to Account Number
4518-151436, without setoff, deduction, or counterclaim, not later than 11:00
A.M., San Francisco, California time on the date on which such payment shall
become due (each such payment made after such time on such due date to be
deemed to have been made on the next succeeding Business Day). The Borrower
shall, at the time of making each such payment, specify to the Agent the sums
payable by the Borrower under this Agreement and the other Loan Documents to
which such payment is to be applied (and in the event that the Borrower fails
to so specify, or if an Event of Default has occurred and is continuing, the
Agent may apply such payment to the Obligations in such order and manner as it
may elect in its sole discretion, subject to Section 4.4 hereof). Each payment
received by the Agent under this Agreement or any other Loan Document for the
account of a Lender shall be paid by the Agent to such Lender, in immediately
available funds, for the account of such Lender's Applicable Lending Office
within one (1) Business Day following receipt thereof. Whenever any payment
under this Agreement

                                      24
   26

or any other Loan Document shall be stated to be due on a day that is not a
Business Day, such payment may be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the computation of the
payment of interest and the Commitment Fee, as the case may be.

         Section 4.2 Voluntary Prepayment. The Borrower may, upon at least one
(1) Business Days prior notice to the Agent (except for Swing Loan Advances),
voluntarily prepay the Advances in whole at any time or from time to time in
part without premium or penalty but with accrued interest to the date of
prepayment on the amount so prepaid, provided that each partial prepayment
shall be in the principal amount of One Million Dollars ($1,000,000) or an
integral multiple thereof. All notices under this Section shall be irrevocable
and shall be given not later than 9:00 A.M. San Francisco, California, time on
the day which is not less than the number of Business Days specified above for
such notice.

         Section 4.3 Mandatory Prepayments.

                  (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.

                  (b) After any reduction in the Tranche A Commitments which
         occurs as a result of an event described in Section 2.13, the Borrower
         shall promptly prepay the outstanding Tranche A Advances by the amount
         which the sum of the outstanding principal amount of the Tranche A
         Advances and the Swing Loan plus the Letter of Credit Liabilities
         exceeds the aggregate amount of the Tranche A Commitments, as reduced.
         Any prepayments hereunder shall be accompanied with accrued and unpaid
         interest on the amount prepaid to the date of prepayment.

                  (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

                                      25
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         Borrower or any Subsidiary, the Borrower shall promptly prepay the
         Advances by an amount equal to 100% of the Net Proceeds of any such
         issuances. Any such mandatory prepayments shall be applied first to
         the Tranche C Loan, then 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.

                  (d) If at any time the Eligible Total Inventory Amount
         advanced exceeds fifty percent (50%) of the aggregate amount of all
         Tranche A Advances, Swing Loan Advances and Letter of Credit
         Liabilities at any time outstanding, the Borrower shall promptly
         prepay the outstanding Tranche A Advances by the amount of the excess
         or, if no Tranche A Advances are outstanding, the Borrower shall
         immediately pledge to the Agent cash or Cash Equivalent Investments
         (subject to no 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.

                  (e) Upon (i) the sale, sale/lease back, liquidation or other
         disposition of any Real Property 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, but excluding liquidating sales of Inventory and
         pawn loans and Pay-Day Advance Loans of the Borrower or any
         Subsidiary) by the Borrower or any Subsidiary permitted by Section
         9.8(e), or the sale, transfer or other disposition of the Borrower's
         or any Subsidiary's stock or other equity interest in Albemarle & Bond
         Holdings PLC, 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 or
         notes, as applicable. Any such mandatory prepayments shall be applied
         first to the Tranche B Loan, then to the Tranche C 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.

                  (f) The Borrower shall promptly prepay the Tranche B Loans by
         an amount sufficient to reduce the outstanding principal amount of the
         Tranche B Loan to the

                                      26
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         following amounts: (i) on or before March 31, 2001, equal to or less
         than $20,500,000; (ii) on or before June 30, 2001, equal to or less
         than $18,500,000; and (iii) on or before September 30, 2001, equal to
         or less than $9,500,000. Any prepayments hereunder shall be
         accompanied with accrued and unpaid interest on the amount prepaid to
         the date of prepayment.

                  (g) The Borrower shall promptly prepay the Tranche C Loan by
         an amount equal to or greater than $525,000 ("Tranche C Payment
         Amount") on January 3, 2001, April 3, 2001, July 3, 2001, and October
         3, 2001. In addition, the Borrower shall promptly prepay the Tranche C
         Loan on February 2, 2001, May 3, 2001, August 2, 2001 and November 16,
         2001 in an amount equal to the Excess Cash Flow Amount, minus the
         Tranche C Payment Amount paid during such current fiscal quarter. Any
         such mandatory prepayments shall be applied first to the Tranche C
         Loan, then 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.

         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,
the Tranche C Loan shall be made by the Lenders under Section 2.3, 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
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 Loans respectively, pro rata in accordance
with their Tranche A Commitments.

                                      27
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         Section 4.5 Non-Receipt of Funds by the Agent. Unless the Agent shall
have been notified by a Lender or the Borrower (the "Payor") prior to the date
on which such Lender is to make payment to the Agent hereunder or the Borrower
is to make a payment to the Agent for the account of one or more of the
Lenders, as the case may be (such payment being herein called the "Required
Payment"), which notice shall be effective upon receipt, that the Payor does
not intend to make the Required Payment to the Agent, the Agent may assume that
the Required Payment has been made and may, in reliance upon such assumption
(but shall not be required to), make the amount thereof available to the
intended recipient on such date and, if the Payor has not in fact made the
Required Payment to the Agent, (a) the recipient of such payment shall, on
demand, pay to the Agent the amount made available to it together with interest
thereon in respect of the period commencing on the date such amount was so made
available by the Agent until the date the Agent recovers such amount at a rate
per annum equal to (i) if recovered from a Lender, at the Federal Funds Rate
for such period and (ii) if recovered from the Borrower, the rate of interest
applicable to the respective Loan, as determined pursuant to Section 2.6 and
(b) Agent shall be entitled to offset against any and all sums to be paid to
such recipient, the amount calculated in accordance with the foregoing clause
(a).

         Section 4.6 Withholding Taxes. All payments by the Borrower of
principal of and interest on the Advances and in reimbursement of draws under
any Letter of Credit and of all fees and other amounts payable under any Loan
Document are payable without deduction for or on account of any present or
future taxes, duties or other charges levied or imposed by the United States of
America or by the government of any jurisdiction outside the United States of
America or by any political subdivision or taxing authority of or in any of the
foregoing through withholding or deduction with respect to any such payments.
If any such taxes, duties or other charges are so levied or imposed, the
Borrower will pay additional interest or will make additional payments in such
amounts so that every net payment of principal of and interest on the Advances
and of all other amounts payable by it under any Loan Document, after
withholding or deduction for or on account of any such present or future taxes,
duties or other charges, will not be less than the amount provided for herein
or therein, provided that the Borrower shall have no obligation to pay such
additional amounts to any Lender to the extent that such taxes, duties, or
other charges are levied or imposed by reason of the failure of such Lender to
comply with the provisions of Section 4.7. The Borrower shall furnish promptly
to the Agent for distribution to each affected Lender, as the case may be,
official receipts evidencing any such withholding or reduction.

         Section 4.7 Withholding Tax Exemption. Each Lender that is not
incorporated under the laws of the United States of America or a state thereof
agrees that it will deliver to the Borrower and the Agent two duly completed
copies of United States Internal Revenue Service Form 1001 or 4224, certifying
in either case that such Lender is entitled to receive payments from the
Borrower under any Loan Document without deduction or withholding of any United
States federal income taxes. Each Lender which so delivers a Form 1001 or 4224
further undertakes to deliver to the Borrower and the Agent two additional
copies of such form (or a successor form) on or before the date such form
expires or becomes obsolete or after the

                                      28
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occurrence of any event requiring a change in the most recent form so delivered
by it, and such amendments thereto or extensions or renewals thereof as may be
reasonably requested by the Borrower or the Agent, in each case certifying that
such Lender is entitled to receive payments from the Borrower under any Loan
Document without deduction or withholding of any United States federal income
taxes, unless an event (including without limitation any change in treaty, law
or regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Lender from duly completing and delivering any such form with
respect to it and such Lender advises the Borrower and the Agent that it is not
capable of receiving such payments without any deduction or withholding of
United States federal income tax.

         Section 4.8 Computation of Interest. Interest on the Advances and all
other amounts payable by the Borrower hereunder shall be computed on the basis
of a year of 360 days and the actual number of days elapsed (including the
first day but excluding the last day) unless such calculation would result in a
usurious rate, in which case interest shall be calculated on the basis of a
year of 365 or 366 days, as the case may be.

         Section 4.9 Proceeds of Collateral and Collections under the Guaranty.

(a) Proceeds. Except as otherwise permitted by Section 6.3, any proceeds
received by the Agent from the sale or other liquidation of the Collateral and
from collections under the Guaranty shall first be applied as payment of the
accrued and unpaid fees of the Agent hereunder and then to all other unpaid or
unreimbused Obligations (including reasonable attorneys' fees and expenses)
owing to the Agent in its capacity as Agent only. Any amount of such proceeds
remaining after the applications described in the preceding sentence shall be
distributed:

                  (i) first, to the Lenders, pro rata, in accordance with the
         respective unpaid amounts of the Primary Obligations (including in
         such Primary Obligations for purposes of this calculation all Letter
         of Credit Liabilities) until all Primary Obligations are paid in full
         and provided that each lender's pro rata portion of such proceeds
         applicable to Letter of Credit Liabilities shall be held by the Agent
         (and not disbursed to the Lenders) as collateral for the Letter of
         Credit Liabilities relating thereto; and

                  (ii) then to the Lenders, pro rata, in accordance with the
         respective unpaid amounts of the Secondary Obligations.

         After all Primary Obligations are paid in full, and all Letter of
         Credit Liabilities have terminated or are otherwise satisfied, all
         remaining portions of the proceeds of the Collateral then held by the
         Agent or such Lender as collateral for the Letter of Credit
         Liabilities shall be distributed to the Lenders, pro rata, in
         accordance with their respective unpaid amounts of the Secondary
         Obligations.

(b) Noncash Proceeds. Notwithstanding anything to the contrary contained
herein, if the Agent shall ever acquire any Collateral through foreclosure or
by a conveyance in lieu of foreclosure or by retaining any of the Collateral in
satisfaction of all or part of the Obligations or if any proceeds of Collateral
received by the Agent to be distributed and shared pursuant to this Section 4.9
are in a form other than immediately available funds, the Agent shall not be
required to remit any share thereof under the terms hereof and the Lenders
shall only be entitled to their undivided interests in the Collateral or
noncash proceeds as determined hereby. The Lenders shall receive the
application portions (in accordance with Section 4.9(a)) of any immediately
available funds consisting of proceeds

                                      29
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from such Collateral or proceeds of such noncash proceeds so acquired only if
any when paid in connection with the subsequent disposition thereof. While any
Collateral or other property to be shared pursuant to this Section 4.9 is held
by the Agent pursuant to this clause (b), the Agent shall hold such Collateral
or other property for the benefit of the Lenders and all matters relating to
the management, operation, further disposition or any other aspect of such
Collateral or other property shall be resolved by the agreement of the Required
Lenders.

(c) Return of Proceeds. If at any time payment, in whole or in part, of any
amount distributed by the Agent hereunder is rescinded or must otherwise be
restored or returned by the Agent as a preference, fraudulent conveyance, or
otherwise under any bankruptcy, insolvency or similar law, then each Person
receiving any portion of such amount agrees, upon demand, to return the portion
of such amount it has received to the Agent.

                                   ARTICLE V

                               Capital Adequacy

         Section 5.1 Capital Adequacy. If after the date hereof, any Lender
shall have determined that the adoption or implementation of any applicable
law, rule, or regulation regarding capital adequacy (including, without
limitation, any law, rule, or regulation implementing the Basle Accord), or any
change therein, or any change in the interpretation or administration thereof
by any central bank or other Governmental Authority charged with the
interpretation or administration thereof, or compliance by such Lender (or its
parent) with any guideline, request, or directive regarding capital adequacy
(whether or not having the force of law) of any central bank or other
Governmental Authority (including, without limitation, any guideline or other
requirement implementing the Basle Accord), has or would have the effect of
reducing the rate of return on such Lender's (or its parent's) capital as a
consequence of its obligations hereunder or the transactions contemplated
hereby to a level below that which such Lender (or its parent) could have
achieved but for such adoption, implementation, change or compliance (taking
into consideration such Lender's policies with respect to capital adequacy) by
an amount deemed by such Lender to be material, then from time to time, within
ten (10) Business Days after demand by such Lender (with a copy to the Agent),
the Borrower shall pay to such Lender such additional amount or amounts as will
compensate such Lender (or its parent) for such reduction. A certificate of
such Lender claiming compensation under this Section and setting forth the
additional amount or amounts to be paid to it hereunder shall be conclusive,
provided that the determination thereof is made on a reasonable basis. In
determining such amount or amounts, such Lender may use any reasonable
averaging and attribution methods.

         Section 5.2 Additional Costs in Respect of Letters of Credit. If as a
result of any Regulatory Change there shall be imposed, modified, or deemed
applicable any tax, reserve, special deposit, or similar requirement against or
with respect to or measured by reference to Letters of Credit issued or to be
issued hereunder or the Issuing Bank's commitment to issue Letters of Credit
hereunder, and the result shall be to increase the cost to the Issuing Bank of
issuing or maintaining any Letter of Credit or its commitment to issue Letters
of Credit hereunder or reduce any amount receivable by the Issuing Bank
hereunder in respect of any Letter of Credit (which increase in cost, or
reduction in amount receivable, shall be the result of the Issuing Bank's
reasonable allocation of the aggregate of such increases or reductions
resulting from such event), then, upon demand by the Issuing Bank, the Borrower
agrees to pay the Issuing Bank, from time to time as specified by the Issuing
Bank, such additional amounts as shall be sufficient to compensate the Issuing
Bank for such increased costs or reductions in amount. A statement as to such
increased costs or reductions in amount incurred by the Issuing Bank, submitted
by the Issuing Bank to the Borrower, shall be conclusive as to the amount
thereof, provided that the determination thereof is made on a reasonable basis.

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                                   ARTICLE VI

                             Conditions Precedent

         Section 6.1 Initial Extension of Credit. The obligation of each
Lender to make its initial Advance and of the Issuing Bank to issue the initial
Letter of Credit, is subject to the condition precedent that the Agent shall
have received on or before the day of such Advance or Letter of Credit all of
the following, each dated (unless otherwise indicated) the date hereof, in form
and substance satisfactory to the Agent:

                  (a) Resolutions. Resolutions of the Board of Directors of the
         Borrower and each Guarantor certified by its Secretary or an Assistant
         Secretary which authorize the execution, delivery, and performance of
         the Loan Documents to which it is or is to be a party;

                  (b) Incumbency Certificate. A certificate of incumbency
         certified by the Secretary or an Assistant Secretary of the Borrower
         and each Guarantor certifying the names of each of its officers
         authorized to sign the Loan Documents to which it is or is to be a
         party (including the certificates contemplated herein) together with
         specimen signatures of such officers;

                  (c) Articles of Incorporation. A certificate certified by the
         Secretary or an Assistant Secretary of the Borrower and each Guarantor
         certifying that the articles or certificate of incorporation of the
         Borrower and each Guarantor have not been amended or modified since
         December 10, 1998 and are still in full force and effect;

                  (d) Bylaws. A certificate certified by the Secretary or an
         Assistant Secretary of the Borrower and each Guarantor certifying that
         the bylaws of the Borrower and each Guarantor have not been amended or
         modified since December 10, 1998 and are still in full force and
         effect;

                  (e) Existence and Good Standing. A certificate certified by
         the Secretary or an Assistant Secretary of the Borrower and each
         Guarantor certifying as to its existence and good standing in the
         state of its organization and its qualification to do business and its
         good standing in each state where the Borrower and each Guarantor is
         required to qualify to do business and where failure to so qualify
         could reasonably be expected to have a Material Adverse Effect;

                  (f) Notes. The Notes executed by the Borrower;

                  (g) Guaranty. A Guaranty executed by each Guarantor;

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                  (h) Contribution and Indemnification Agreement. A
         Contribution and Indemnification Agreement executed by the Borrower
         and the Guarantors;

                  (i) First Amendment to Borrower Security Agreement. A First
         Amendment to Borrower Security Agreement executed by the Borrower;

                  (j) First Amendment to Subsidiary Security Agreement. A First
         Amendment to Subsidiary Security Agreement executed by Texas EZPAWN
         L.P. and Texas EZPAWN Management, Inc.;

                  (k) Amendments to deed of trust or mortgage. The amendments
         to deed of trust or mortgage executed by certain Guarantors.

                  (l) Promissory Notes of Directors and Employees. The original
         promissory notes executed by former and current employees and
         directors of the Borrower and payable to the order of the Borrower or
         any Subsidiary, duly endorsed to the Agent;

                  (m) Tax Refund. All documents deemed necessary by the Agent
         or its counsel to provide for payment of all tax refunds payable to
         the Borrower or any Subsidiary directly to the Agent, all executed by
         the Borrower and its Subsidiaries;

                  (n) Financial Statements. A copy of the annual unaudited
         financial statements of the Borrower and its Subsidiaries for the
         Fiscal Year ending September 30, 2000 containing, on a consolidated
         basis, balance sheets and statements of income, retained earnings, and
         cash flow as at the end of such Fiscal Year and for the 12-month
         period then ended, in each case setting forth in comparative form the
         figures for the preceding Fiscal Year, all in reasonable detail
         certified by the chief financial officer of the Borrower to have been
         prepared in accordance with GAAP and to fairly and accurately present
         (subject to year-end audit adjustments) the financial condition and
         results of operations of the Borrower and the Subsidiaries, on a
         consolidated basis, at the date and for the periods indicated therein;

                  (o) Opinion of Counsel. A favorable opinion of legal counsel
         to the Borrower and each Guarantor satisfactory to the Agent, as to
         such matters as the Agent or the Required Lenders may reasonably
         request; and

                  (p) Attorneys' Fees and Expenses. Evidence that the costs and
         expenses (including attorneys' fees) referred to in Section 13.1, to
         the extent incurred, shall have been paid in full by the Borrower.

         Section 6.2 All Extensions of Credit. The obligation of each Lender
to make any Advance and of the Issuing Bank to issue any Letter of Credit
(including the initial Advance and the initial Letter of Credit) is subject to
the following additional conditions precedent:

                  (a) Advance Request Form, Telephonic Request, or Letter of
         Credit Request Form. The Agent in respect of Tranche A Advances, the
         Tranche B Loan and the Tranche C 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,

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         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;

                  (b) No Default or Event of Default. No Default or Event of
         Default shall have occurred and be continuing, or would result from
         such Advance or Letter of Credit, except for the Specified Defaults;

                  (c) Representations and Warranties. All of the
         representations and warranties contained in Article VII hereof and in
         the other Loan Documents shall be true and correct in all material
         respects on and as of the date of such Advance or issuance of Letter
         of Credit with the same force and effect as if such representations
         and warranties had been made on and as of such date except to the
         extent such representations and warranties speak to a specific date;

                  (d) No Material Adverse Effect. Neither any Material Adverse
         Effect or any material adverse change in the financial or capital
         markets shall have occurred since the date of the most recent
         financial statements delivered to the Agent and the Lenders pursuant
         to Section 8.1 hereof; and

                  (e) Additional Documentation. The Agent shall have received
         such additional approvals, opinions, or documents as the Agent or its
         legal counsel, Winstead Sechrest & Minick P.C., may reasonably
         request.

         Section 6.3 Release of Funds. Upon satisfaction of the conditions
described in Sections 6.1 and 6.2 or as otherwise waived by the Agent and the
Lenders, the Agent shall instruct Winstead Sechrest & Minick P.C. to release to
the Borrower the amounts held in the Winstead Sechrest & Minick P.C. IOLTA
trust account received from the closing of store operations of the Borrower or
a Subsidiary and representing proceeds of Collateral.

                                  ARTICLE VII
                         Representations and Warranties

         To induce the Agent, the Issuing Bank, and the Lenders to enter into
this Agreement, the Borrower represents and warrants to the Agent, the Issuing
Bank, and the Lenders that:

         Section 7.1 Existence. The Borrower and each Subsidiary (a) is a
corporation (or other entity as set forth on Schedule 7.14) duly organized,
validly existing, and in good standing under the laws of the jurisdiction of
its incorporation or organization; (b) has all requisite power and authority to
own its assets and carry on its business as now being or as proposed to be
conducted; and (c) is qualified to do business in all jurisdictions in which
the nature of its business makes such qualification necessary and where failure
to so qualify would have a Material Adverse Effect. The Borrower and each
Guarantor have the power and authority to

                                      33
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execute, deliver, and perform its obligations under the Loan Documents to which
it is or may become a party.

         Section 7.2 Financial Statements. The Borrower has delivered to the
Agent audited consolidated financial statements of the Borrower and its
Subsidiaries as at and for the fiscal year ended September 30, 1999, and
unaudited consolidated financial statements of the Borrower and its
Subsidiaries for the 12-month period ended September 30, 2000. Such financial
statements are true and correct, have been prepared in accordance with GAAP,
and fairly and accurately present, on a consolidated basis, the financial
condition of the Borrower and its Subsidiaries as of the respective dates
indicated therein and the results of operations for the respective periods
indicated therein. As of the date hereof, neither the Borrower nor any of its
Subsidiaries has any material contingent liabilities, liabilities for taxes,
unusual forward or long-term commitments, or unrealized or anticipated losses
from any unfavorable commitments except as referred to or reflected in such
financial statements, and there has been no Material Adverse Effect since the
effective date of the most recent financial statements referred to in this
Section.

         Section 7.3 Action; No Breach. The execution, delivery, and
performance by the Borrower and each Guarantor of the Loan Documents to which
it is or may become a party, and compliance with the terms and provisions
hereof and thereof have been duly authorized by all requisite action on the
part of the Borrower and each Guarantor and do not and will not (a) violate or
conflict with, or result in a breach of, or require any consent, other than
such consents which have been obtained and copies of which have been provided
to the Agent, under (i) the articles of incorporation or bylaws or the
applicable organizational documents of the Borrower or any Guarantor, (ii) any
applicable law, rule, or regulation or any order, writ, injunction, or decree
of any Governmental Authority or arbitrator, including without limitation, the
provisions of the Texas Pawn Shop Act (Chapter 371 of the Texas Finance Code)
and the consumer loan provisions of the Texas Finance Code, or (iii) any
agreement or instrument to which the Borrower or any of the Guarantors is a
party or by which any of them or any of their property is bound or subject, or
(b) constitute a default under any such agreement or instrument, or result in
the creation or imposition of any Lien upon any of the revenues or assets of
the Borrower or any Guarantor.

         Section 7.4 Operation of Business. The Borrower and each of its
Subsidiaries possess all licenses, permits, franchises, patents, copyrights,
trademarks, and tradenames, or rights thereto, necessary to conduct their
respective businesses substantially as now conducted and as presently proposed
to be conducted, and the Borrower and each of its Subsidiaries are not in
violation of any valid rights of others with respect to any of the forgoing
except where such violation individually or in combination with all other such
violations could not reasonably be expected to have a Material Adverse Effect.

         Section 7.5 Litigation and Judgments. There is no action, suit,
investigation, or proceeding before or by any Governmental Authority or
arbitrator pending, or to the knowledge of the Borrower, threatened against or
affecting the Borrower or any Subsidiary, that could, if

                                      34
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adversely determined, reasonably be expected to have a Material Adverse Effect.
As of the date hereof, there are no outstanding judgments against the Borrower
or any Subsidiary, except for those certain default judgments in an aggregate
amount not exceeding $15,000 outstanding on the date hereof. 1.1

         Section 7.6 Rights in Properties; Liens. The Borrower and each
Subsidiary have good and indefeasible title to or valid leasehold interests in
their respective properties and assets, real and personal, including the
properties, assets, and leasehold interests reflected in the financial
statements described in Section 7.2, and none of the properties, assets, or
leasehold interests of the Borrower or any Subsidiary is subject to any Lien,
except as permitted by Section 9.2.

         Section 7.7 Enforceability. The Loan Documents to which the Borrower
or a Guarantor is a party, when delivered, shall constitute the legal, valid,
and binding obligations of the Borrower or such Guarantor, as applicable,
enforceable against the Borrower or such Guarantor, as applicable, in
accordance with their respective terms, except as limited by bankruptcy,
insolvency, or other laws of general application relating to the enforcement of
creditors' rights and general principles of equity.

         Section 7.8 Approvals. No authorization, approval, or consent of, and
no filing or registration with, any Governmental Authority or third party is or
will be necessary for the execution, delivery, or performance by the Borrower
of this Agreement and by the Borrower or any Guarantor of the other Loan
Documents to which the Borrower or such Guarantor, as applicable, is or may
become a party or for the validity or enforceability thereof.

         Section 7.9 Debt. The Borrower and the Subsidiaries have no Debt,
except as permitted by Section 9.1.

         Section 7.10 Taxes. The Borrower and each Subsidiary have filed all
tax returns (federal, state, and local) required to be filed, including all
income, franchise, employment, property, and sales tax returns, and have paid
all of their respective liabilities for taxes, assessments, governmental
charges, and other levies that are due and payable other than those being
contested in good faith by appropriate proceedings diligently pursued for which
adequate reserves have been established. The Borrower knows of no pending
investigation of the Borrower or any Subsidiary by any taxing authority or of
any pending but unassessed tax liability of the Borrower or any Subsidiary.

         Section 7.11 Use of Proceeds; Margin Securities. Neither the Borrower
nor any Subsidiary is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing
or carrying margin stock (within the meaning of Regulations T, U, or X of the
Board of Governors of the Federal Reserve System), and no part of the proceeds
of any Advance will be used to purchase or carry any margin stock or to extend
credit to others for the purpose of purchasing or carrying margin stock.

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         Section 7.12 ERISA. As of the date hereof, the Borrower, each
Subsidiary, each ERISA Affiliate, and each Plan are in compliance in all
material respects with all applicable provisions of ERISA and the Code except
for events of noncompliance that will not have a Material Adverse Effect.
Neither a Reportable Event nor a Prohibited Transaction has occurred and is
continuing with respect to any Plan. No notice of intent to terminate a Plan
has been filed, nor has any Plan been terminated. No circumstances exist which
constitute grounds entitling the PBGC to institute proceedings to terminate, or
appoint a trustee to administer, a Plan, nor has the PBGC instituted any such
proceedings. Neither the Borrower nor any ERISA Affiliate has completely or
partially withdrawn from a Multiemployer Plan. The Borrower and each ERISA
Affiliate have met their minimum funding requirements under ERISA with respect
to all of their Plans, and no "accumulated funding deficiency" (for which an
excise tax is due or would be due in the absence of a waiver) as defined in
Section 412 of the Code or Section 302(a)(2) of ERISA, whichever may apply, has
been incurred with respect to any Plan, whether or not waived. The present
value of all vested benefits under each Plan do not exceed the fair market
value of all Plan assets allocable to such benefits, determined on a
termination basis as of the most recent valuation date of the Plan and in
accordance with ERISA. Neither the Borrower nor any ERISA Affiliate has
incurred any liability to the PBGC under ERISA. Neither the Borrower nor any
ERISA Affiliate is subject to any lien imposed under Section 412(n) of the Code
or Section 302(f) or 4068 of ERISA, whichever may apply, with respect to any
Plan. Neither the Borrower nor any ERISA Affiliate is required to provide
security to a Plan under Section 401(a)(29) of the Code.

         Section 7.13 Disclosure. All factual information (taken as a whole)
furnished by or on behalf of the Borrower in writing to the Agent or any Lender
(including, without limitation, all information contained in the Loan
Documents) for purposes of or in connection with this Agreement, the other Loan
Documents or any transaction contemplated herein or therein is, and all other
such factual information (taken as a whole) hereafter furnished by or on behalf
of the Borrower to the Agent or any Lender, will be true and accurate in all
material respects on the date as of which such information is dated or
certified and not incomplete by omitting to state any fact necessary to make
such information (taken as a whole) not misleading in any material respect at
such time in light of the circumstances under which such information was
provided.

         Section 7.14 Subsidiaries. As of the date hereof, the Borrower has no
Subsidiaries other than those listed on Schedule 7.14 hereto, and Schedule 7.14
(a) sets forth the type of each Subsidiary listed thereon, (b) sets forth the
jurisdiction of incorporation or organization of each Subsidiary, and the
percentage of the Borrower's ownership of the outstanding voting stock or other
ownership interests of each Subsidiary. All of the outstanding capital stock of
each corporate Subsidiary has been validly issued, is fully paid, and is
nonassessable. There are no outstanding subscriptions, options, warrants,
calls, or rights to acquire, and no outstanding securities or instruments
convertible into, capital stock of any Subsidiary except as listed on Schedule
7.14.

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         Section 7.15 Agreements. Neither the Borrower nor any Subsidiary is a
party to any indenture, loan, or credit agreement, or to any lease or other
agreement or instrument, or subject to any charter or corporate restriction
which could reasonably be expected to have a Material Adverse Effect. Neither
the Borrower nor any Subsidiary is in default in any material respect in the
performance, observance, or fulfillment of any of the obligations, covenants,
or conditions contained in any agreement or instrument material to its business
to which it is a party other than defaults which could not reasonably be
expected to have a Material Adverse Effect.

         Section 7.16 Compliance with Laws. Neither the Borrower nor any
Subsidiary is in violation of any law, rule, regulation, order, or decree of
any Governmental Authority or arbitrator, including without limitation, the
provisions of the Texas Pawn Shop Act (Chapter 371 of the Texas Finance Code),
the consumer loan provisions of the Texas Finance Code and provisions of the
Brady Law and other laws, rules and regulations related to the regulation of
firearms, other than violations which could not reasonably be expected to have
a Material Adverse Effect.

         Section 7.17 Investment Company Act. Neither the Borrower nor any
Subsidiary is an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

         Section 7.18 Public Utility Holding Company Act. Neither the Borrower
nor any Subsidiary is a "holding company"' or a "subsidiary company" of a
"holding company" or an "affiliate" of a "holding company" or a "public
utility" within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

         Section 7.19 Environmental Matters. Except for those matters which
will not have a Material Adverse Effect:

                  (a) The Borrower, each Subsidiary, and all of their
         respective properties, assets, and operations are in full compliance
         with all Environmental Laws. The Borrower is not aware of, nor has the
         Borrower received notice of, any past, present, or future conditions,
         events, activities, practices, or incidents which may interfere with
         or prevent the compliance or continued compliance of the Borrower and
         the Subsidiaries with all Environmental Laws;

                  (b) The Borrower and each Subsidiary have obtained all
         permits, licenses, and authorizations that are required under
         applicable Environmental Laws, and all such permits are in good
         standing and the Borrower and its Subsidiaries are in compliance with
         all of the terms and conditions of such permits;

                  (c) No Hazardous Materials exist on, about, or within or have
         been used, generated, stored, transported, disposed of on, or Released
         from any of the properties or assets of the Borrower or any
         Subsidiary. The use which the Borrower and the Subsidiaries make and
         intend to make of their respective properties and assets will not

                                      37
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         result in the use, generation, storage, transportation, accumulation,
         disposal, or Release of any Hazardous Material on, in, or from any of
         their properties or assets except in compliance with Environmental
         Laws;

                  (d) Neither the Borrower nor any of its Subsidiaries nor any
         of their respective currently or previously owned or leased properties
         or operations is subject to any outstanding or, to the best of its
         knowledge, threatened order from or agreement with any Governmental
         Authority or other Person or subject to any judicial or docketed
         administrative proceeding with respect to (i) failure to comply with
         Environmental Laws, (ii) Remedial Action, or (iii) any Environmental
         Liabilities arising from a Release or threatened Release;

                  (e) There are no conditions or circumstances associated with
         the currently or previously owned or leased properties or operations
         of the Borrower or any of its Subsidiaries that could reasonably be
         expected to give rise to any Environmental Liabilities;

                  (f) Neither the Borrower nor any of its Subsidiaries is a
         treatment, storage, or disposal facility requiring a permit under the
         Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.,
         regulations thereunder or any comparable provision of state law. The
         Borrower and its Subsidiaries are in compliance with all applicable
         financial responsibility requirements of all Environmental Laws;

                  (g) Neither the Borrower nor any of its Subsidiaries has
         filed or failed to file any notice required under applicable
         Environmental Law reporting a Release; and

                  (h) No Lien arising under any Environmental Law has attached
         to any property or revenues of the Borrower or its Subsidiaries.

                                  ARTICLE VIII

                               Positive Covenants

         The Borrower covenants and agrees that, as long as the Obligations or
any part thereof are outstanding or any Lender has any Commitment hereunder, or
the Issuing Bank has any obligation to issue Letters of Credit hereunder, the
Borrower will perform and observe the following positive covenants:

         Section 8.1 Reporting Requirements. The Borrower will furnish to the
Agent, the Issuing Bank, and each Lender:

                  (a) Annual Audited Financial Statements. As soon as
         available, and in any event within one hundred twenty (120) days after
         the end of each Fiscal Year of the Borrower and the Subsidiaries,
         beginning with the Fiscal Year ending September 30, 2000, (i) a copy
         of the annual audited financial statements of the Borrower and the

                                      38
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         Subsidiaries for such Fiscal Year containing, on a consolidated basis,
         balance sheets and statements of income, retained earnings, and cash
         flow as at the end of such Fiscal Year and for the 12-month period
         then ended, in each case setting forth in comparative form the figures
         for the preceding Fiscal Year, all in reasonable detail and audited
         and certified by Ernst & Young, or other independent certified public
         accountants of recognized standing acceptable to the Agent, to the
         effect that such report has been prepared in accordance with GAAP; and
         (ii) a certificate of such independent certified public accountants to
         the Agent and the Lenders (A) stating that in the course of their
         audit they have not become aware of any Default or Event of Default or
         specifying any Defaults or Events of Default of which they are aware,
         and (B) stating that nothing came to their attention that the
         calculations set forth in the officer's certificate delivered
         simultaneously therewith, as of the date of the balance sheet, were
         not prepared in accordance with the audited financial statements;

                  (b) Annual Unaudited Financial Statements. As soon as
         available, and in any event within forty-five (45) days after the end
         of each Fiscal Year of the Borrower and the Subsidiaries, beginning
         with the Fiscal Year ending September 30, 2001, a copy of the annual
         unaudited financial statements of the Borrower and the Subsidiaries
         for such Fiscal Year containing, on a consolidated basis, balance
         sheets and statements of income, retained earnings, and cash flow as
         at the end of such Fiscal Year and for the 12-month period then ended,
         in each case setting forth in comparative form the figures for the
         preceding Fiscal Year, all in reasonable detail certified by the chief
         financial officer of the Borrower to have been prepared in accordance
         with GAAP and to fairly and accurately present (subject to year-end
         audit adjustments) the financial condition and results of operations
         of the Borrower and the Subsidiaries, on a consolidated basis, at the
         date and for the periods indicated therein, all in form and substance
         satisfactory to the Agent and the Lenders;

                  (c) Quarterly Financial Statements. As soon as available and
         in any event within fifty (50) days after the end of each Fiscal
         Quarter in each Fiscal Year of the Borrower, a copy of an unaudited
         financial report of the Borrower and the Subsidiaries as of the end of
         such Fiscal Quarter and for the portion of the Fiscal Year then ended,
         containing, on a consolidated basis, balance sheets and statements of
         income, retained earnings, and cash flow in each case setting forth in
         comparative form the figures for the corresponding period of the
         preceding Fiscal Year, all in reasonable detail certified by the chief
         financial officer of the Borrower to have been prepared in accordance
         with GAAP and to fairly and accurately present (subject to year-end
         audit adjustments) the financial condition and results of operations
         of the Borrower and the Subsidiaries, on a consolidated basis, at the
         date and for the periods indicated therein;

                  (d) Quarterly and Monthly Certificate. As soon as available,
         and in any event within fifty (50) days after the end of each Fiscal
         Quarter of each Fiscal Year of the Borrower and within twenty (20)
         days after the end of each calendar month, a certificate

                                      39
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         of the chief financial officer of the Borrower (i) stating that to the
         best of such officer's knowledge, no Default has occurred and is
         continuing, or if a Default has occurred and is continuing, a
         statement as to the nature thereof and the action that is proposed to
         be taken with respect thereto, and (ii) showing in reasonable detail
         the most recent Fiscal Quarter calculations or calendar month
         calculations, as applicable, demonstrating compliance with Article X,
         and accompanied by a certificate executed by the Borrower representing
         that attached thereto is a current (as of the date thereof) list of
         existing store locations owned or leased by Borrower and each
         Guarantor;

                  (e) Monthly Financial Statements. As soon as available and in
         any event within twenty (20) days after the end of each calendar
         month, a copy of an unaudited financial report of the Borrower and the
         Subsidiaries as of the end of such month and for the portion of the
         Fiscal Year then ended, containing, on a consolidated basis, balance
         sheets and statements of income, retained earnings, and cash flow in
         each case setting forth in comparative form the figures for the
         corresponding period of the preceding Fiscal Year, all in reasonable
         detail certified by the chief financial officer of the Borrower to
         have been prepared in accordance with GAAP and to fairly and
         accurately present (subject to year-end audit adjustments) the
         financial condition and results of operations of the Borrower and the
         Subsidiaries, on a consolidated basis, at the date and for the periods
         indicated therein, all in form and substance satisfactory to the Agent
         and the Lenders;

                  (f) Projections. As soon as available and in any event not
         later than thirty (30) days prior to the end of each Fiscal Year,
         projections of consolidated financial statements of the Borrower and
         its Subsidiaries for the upcoming Fiscal Year;

                  (g) Weekly Borrowing Base Report. As soon as available, and in
         any event by each Monday of each week, a borrowing base report as of
         the preceding Tuesday in the form of Exhibit F attached hereto.
         Additionally, upon the request for any Tranche A Advance, any Swing
         Loan Advance or the issuance of any Letter of Credit, a current
         borrowing base report required to be delivered pursuant to the
         immediately preceding sentence;

                  (h) Management Letters. Promptly upon receipt thereof, a copy
         of any management letter or written report submitted to the Borrower
         or any Subsidiary by independent certified public accountants with
         respect to the business, condition (financial or otherwise),
         operations, prospects, or properties of the Borrower or any
         Subsidiary;

                  (i) Notice of Litigation. Promptly after the commencement
         thereof, notice of all actions, suits, and proceedings before any
         Governmental Authority or arbitrator affecting the Borrower or any
         Subsidiary which, if determined adversely to the Borrower or such
         Subsidiary, could reasonably be expected to have a Material Adverse
         Effect;

                  (j) Notice of Default. As soon as possible and in any event
         within ten (10) days after the Borrower knows of the occurrence of
         each Default, a written notice setting

                                      40
   42

         forth the details of such Default and the action that the Borrower has
         taken and proposes to take with respect thereto;

                  (k) ERISA Reports. Promptly after the filing or receipt
         thereof, copies of all reports, including annual reports, and notices
         which the Borrower or any ERISA Affiliate files with or receives from
         the PBGC or the U.S. Department of Labor under ERISA; and as soon as
         possible and in any event within five (5) days after the Borrower or
         any ERISA Affiliate knows or has reason to know that any Reportable
         Event (as to which the thirty day notice requirement to the PBGC has
         not been waived) or Prohibited Transaction has occurred with respect
         to any Plan or that the PBGC or the Borrower or any Subsidiary or any
         ERISA Affiliate has instituted or will institute proceedings under
         Title IV of ERISA to terminate any Plan, a certificate of the chief
         financial officer of the Borrower setting forth the details as to such
         Reportable Event or Prohibited Transaction or Plan termination and the
         action that the Borrower proposes to take with respect thereto;

                  (l) Notice of Material Adverse Effect. As soon as possible
         and in any event within ten (10) days after the Borrower knows of the
         occurrence thereof, written notice of any matter that could reasonably
         be expected to have a Material Adverse Effect;

                  (m) Proxy Statements, Etc. As soon as available, one copy of
         each financial statement, report, notice or proxy statement sent by
         the Borrower or any Subsidiary to its stockholders generally and one
         copy of each regular, periodic or special report, registration
         statement, or prospectus filed by the Borrower or any Subsidiary with
         any securities exchange or the Securities and Exchange Commission or
         any successor agency; and

                  (n) General Information. Promptly, such other information
         concerning the Borrower or any Subsidiary as the Agent or any Lender
         may from time to time reasonably request.

         Section 8.3 Maintenance of Existence; Conduct of Business. The
Borrower will preserve and maintain, and will cause each Subsidiary to preserve
and maintain, its corporate (or partnership) existence and all of its leases,
privileges, licenses, permits, franchises, qualifications, and rights that are
necessary or desirable in the ordinary conduct of its business. The Borrower
will conduct, and will cause each Subsidiary to conduct, its business in an
orderly and efficient manner in accordance with good business practices
customary in the industry in which the Borrower and the Subsidiaries are
engaged.

         Section 8.3 Maintenance of Properties. The Borrower will maintain,
keep, and preserve, and cause each Subsidiary to maintain, keep, and preserve,
all of its properties (tangible and intangible) necessary or useful in the
proper conduct of its business in good working order and condition (ordinary
wear and tear excepted).

                                      41
   43

         Section 8.4 Taxes and Claims. The Borrower will pay or discharge, and
will cause each Subsidiary to pay or discharge, at or before maturity or before
becoming delinquent (a) all taxes, levies, assessments, and governmental
charges imposed on it or its income or profits or any of its property, and (b)
all lawful claims for labor, material, and supplies, which, if unpaid, might
become a Lien upon any of its property; provided, however, that neither the
Borrower nor any Subsidiary shall be required to pay or discharge any tax,
levy, assessment, or governmental charge which is being contested in good faith
by appropriate proceedings diligently pursued, and for which adequate reserves
have been established.

         Section 8.5 Insurance. The Borrower will maintain, and will cause
each of the Subsidiaries to maintain, insurance with financially sound and
reputable insurance companies in such amounts and covering such risks as is
usually carried by corporations engaged in similar businesses and owning
similar properties in the same general areas in which the Borrower and the
Subsidiaries operate, provided that in any event the Borrower will maintain and
cause each Subsidiary to maintain workmen's compensation insurance, property
insurance, comprehensive general liability insurance, reasonably satisfactory
to the Agent.

         Section 8.6 Inspection Rights; Audits. At any reasonable time and
from time to time, the Borrower will permit, and will cause each Subsidiary to
permit, representatives of the Agent and each Lender to examine, copy, and make
extracts from its books and records, to visit and inspect its properties, and
to discuss its business, operations, and financial condition with its officers,
employees, and independent certified public accountants. In addition, the
Borrower will permit, and will cause each Subsidiary to permit, quarterly
audits of the personal property of the Borrower and the Subsidiaries by
auditors selected by the Agent. The Borrower shall reimburse the Agent for the
reasonable costs and expenses expended by the Agent in connection with such
audits. Audit fees and expenses shall be payable on the third day of the month
following the date of issuance by the Agent of a request for payment thereof to
the Borrower.

         Section 8.7 Keeping Books and Records. The Borrower will maintain,
and will cause each Subsidiary to maintain, proper books of record and account
in which full, true, and correct entries in conformity with GAAP shall be made
of all dealings and transactions in relation to its business and activities.

         Section 8.8 Compliance with Laws. The Borrower will comply, and will
cause each Subsidiary to comply, in all respects with all applicable laws,
rules, regulations, orders, and decrees of any Governmental Authority or
arbitrator, including without limitation, the provisions of the Texas Pawn Shop
Act (Chapter 371 of the Texas Finance Code), the consumer loan provisions of
the Texas Finance Code and the provisions of the Brady Law and other laws,
rules and regulations related to the regulation of firearms, other than such
non-compliance which could not reasonably be expected to have a Material
Adverse Effect.

                                      42
   44

         Section 8.9 Compliance with Agreements. The Borrower will comply, and
will cause each Subsidiary to comply, in all respects with all agreements,
contracts, and instruments binding on it or affecting its properties or
business other than such non-compliance which could not reasonably be expected
to have a Material Adverse Effect.

         Section 8.10 Further Assurances. The Borrower will, and will cause
each Subsidiary to, execute and deliver such further agreements and instruments
and take such further action as may be reasonably requested by the Agent to
carry out the provisions and purposes of this Agreement and the other Loan
Documents. Without limiting the foregoing, upon the creation or acquisition of
any Subsidiary or a new store by a new Subsidiary or by an existing Subsidiary
in a new state, the Borrower shall (a) provide written notice of such event to
the Agent within five (5) Business Days following the date the Borrower has
knowledge thereof, and (b) cause each such domestic Subsidiary to execute and
deliver a Guaranty, a Contribution and Indemnification Agreement, a Subsidiary
Security Agreement, a Subsidiary Pledge Agreement, Real Property Security
Documents and Uniform Commercial Code financing statements and such other
documents required by Section 8.13 of the Existing Credit Agreement, each in
form and substance satisfactory to the Agent, within thirty (30) calendar days
following the date the Borrower has knowledge thereof. If any Subsidiary is
created or acquired after the date hereof, the Borrower shall execute and
deliver to the Agent (a) an amendment to this Agreement to amend Schedule 7.14
to this Agreement (which only needs the signature of the Agent to be effective
if the only change is the addition of the new Subsidiary and (b) any other
documents which would have otherwise been required to be delivered to the Agent
and the Lenders if such Subsidiary had been a Subsidiary as of March 31, 2000.

         Section 8.11 ERISA. The Borrower will comply, and will cause each
Subsidiary to comply, with all minimum funding requirements, and all other
material requirements of ERISA, if applicable, so as not to give rise to any
liability thereunder which could reasonably be expected to have a Material
Adverse Effect.

         Section 8.12 [Intentionally Deleted].

         Section 8.13 Post-Closing Items; Real Property Security Documents.
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, a
lender's title insurance policy (together with any required endorsements
thereto) issued by a title insurer selected by the Borrower and reasonably
satisfactory to the Agent in an amount equal to the fair market value of the
underlying property as determined by the appraisal completed pursuant to
Section 8.13 of the Existing Credit Agreement, as soon as available but in any
event on or before (a) March 1, 2001 with respect to each parcel of Real
Property for which the only outstanding item required for issuance of such
title insurance policy on January 15, 2001 is receipt by such title insurer of
the recording information for the amendment to deed of trust or mortgage
described in Section 6.1(k), and (b) January 15, 2001 with respect to all other
parcels of Real Property.

                                      43
   45

                                  ARTICLE IX

                              Negative Covenants

         The Borrower covenants and agrees that, as long as the Obligations or
any part thereof are outstanding or any Lender has any Commitment hereunder or
the Issuing Bank has any obligation to issue Letters of Credit hereunder, the
Borrower will perform and observe the following negative covenants:

         Section 9.1 Debt. The Borrower will not incur, create, assume, or
permit to exist, and will not permit any Subsidiary to incur, create, assume,
or permit to exist, any Debt, except:

                  (a) Debt to the Lenders and the Issuing Bank pursuant to the
         Loan Documents; and

                  (b) Debt listed on Schedule 9.1.

         Section 9.2 Limitation on Liens. The Borrower will not incur, create,
assume, or permit to exist, and will not permit any Subsidiary to incur,
create, assume, or permit to exist, any Lien upon any of its property, assets,
or revenues, whether now owned or hereafter acquired, except:

                  (a) Liens disclosed on Schedule 9.2 hereto and Liens in favor
         of the Agent for the benefit of the Lenders;

                  (b) Liens for taxes, assessments, or other governmental
         charges which are not delinquent or which are being contested in good
         faith and for which adequate reserves have been established;

                  (c) Liens of mechanics, materialmen, warehousemen, carriers,
         or other similar statutory Liens securing obligations that are not yet
         due and are incurred in the ordinary course of business;

                  (d) Liens resulting from good faith deposits to secure
         payments of workmen's compensation or other social security programs
         or to secure the performance of tenders, statutory obligations, surety
         and appeal bonds, bids, contracts (other than for payment of Debt), or
         leases made in the ordinary course of business;

                  (e) Purchase money Liens securing Permitted Debt described in
         Section 9.1(b); provided that, the Debt secured by any such Lien
         encumbers only the asset so purchased;

                  (f) Liens securing Permitted Debt described in Section
         9.1(c); provided that, the Debt secured by any such Lien encumbers
         only the Real Property refinanced by such Permitted Debt;

                  (g) Liens on the Indemnity Account in favor of County Bank of
         Rehoboth Delaware; provided however, the amount held in the Indemnity
         Account will not at any time exceed the lesser of (i) $300,000 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

                                      44
   46

         with Texas EZPAWN, L.P.; provided further, however, that the Borrower
         shall not contribute, deposit, or pay to either this Indemnity Account
         or the Litigation Fund Account an aggregate amount in excess of
         $650,000 cumulatively for all periods of time during the term of this
         Agreement;

                  (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 $4,000;
         provided further, however, that the Borrower shall not contribute,
         deposit, or pay to either this Litigation Fund Account or the
         Indemnity Account an aggregate amount in excess of $650,000
         cumulatively for all periods of time during the term of this
         Agreement; and

                  (i) Financing statements filed in connection with operating
         lease transactions for computers.

         Neither the Borrower nor any Subsidiary shall enter into or assume any
agreement (other than the Loan Documents) prohibiting the creation or
assumption of any Lien upon its properties or assets whether now owned or
hereafter acquired; provided that in connection with the creation of purchase
money Liens permitted hereby, the Borrower or the Subsidiary may agree that it
will not permit any other Liens to encumber the assets subject to such purchase
money Lien. Further, the Borrower will not and will not permit any Subsidiaries
directly or indirectly to create or otherwise cause or suffer to exist to
become effective any consensual encumbrance or restriction of any kind on the
ability of any Subsidiary to: (i) pay dividends or make any other distribution
on any of such Subsidiaries' capital stock owned by the Borrower or any
Subsidiary of the Borrower; (ii) subject to subordination provisions pay any
Debt owed to the Borrower or any other Subsidiary; (iii) make loans or advances
to the Borrower or any other Subsidiary; or (iv) transfer any of its properties
or assets to the Borrower or any other Subsidiary not restricted hereby.

         Section 9.3 Mergers, Etc. Except as otherwise permitted by Section
9.8(d), the Borrower will not, and will not permit any Subsidiary to become a
party to a merger or consolidation, or to purchase or otherwise acquire all or
a substantial part of the business or assets of any Person or any shares or
other equity interest of any Person (whether or not certificated), or wind-up,
dissolve, or liquidate itself; provided that, (i) a domestic Subsidiary may
wind-up, dissolve or liquidate if no Default exists or would result therefrom
and its assets are transferred to the Borrower or another domestic Subsidiary;
(ii) a foreign Subsidiary may wind-up, dissolve or liquidate if no Default
exists or would result therefrom; (iii) any Subsidiary may merge with and into
the Borrower if the Borrower is the surviving entity and no Default exists or
would result therefrom; (iv) any Subsidiary may merge with and into any other
domestic Subsidiary if the domestic Subsidiary is the surviving entity, no
Default exists or would result therefrom and Section 8.10 is complied with; (v)
any foreign Subsidiary may merge with any other foreign Subsidiary if no
Default exists or would result therefrom; and (vi) the Borrower or a Subsidiary
may make investments permitted under Section 9.5 hereof.

         Section 9.4 Restricted Payments. The Borrower will not declare or pay
any dividends or make any other payment or distribution (whether in cash,
property, or obligations) on account of its capital stock, or redeem, purchase,
retire, or otherwise acquire any of its capital stock, or permit any of its
Subsidiaries to purchase or otherwise acquire any capital stock of the Borrower
or another Subsidiary, or set apart any money for a sinking or other analogous
fund for

                                      45
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any dividend or other distribution on its capital stock or for any redemption,
purchase, retirement, or other acquisition of any of its capital stock.

         Section 9.5 Investments. Other than pawn loans and Pay-Day Advance
Loans extended in the ordinary course of business, the Borrower will not make,
and will not permit any Subsidiary to make, any advance, loan, extension of
credit, or capital contribution to or investment in, or purchase to own, or
permit any Subsidiary to purchase or own, any stock, bonds, notes, debentures,
or other securities of any Person, except:

                  (a) loans and investments listed on Schedule 9.5; and

                  (b) any loans and investments not covered in the previous
         section of this Section 9.5 not to exceed One Million Dollars
         ($1,000,000) in the aggregate.

         Section 9.6 Limitation on Issuance of Capital Stock. The Borrower
will not permit any of its Subsidiaries to, at any time issue, sell, assign, or
otherwise dispose of (a) any of its capital stock (or any equivalent interest
therein), (b) any securities exchangeable for or convertible into or carrying
any rights to acquire any of its capital stock (or any equivalent interest
therein), or (c) any option, warrant, or other right to acquire any of its
capital stock (or any equivalent interest therein).

         Section 9.7 Transactions With Affiliates. The Borrower will not enter
into, and will not permit any Subsidiary to enter into, any transaction,
including, without limitation, the purchase, sale, or exchange of property or
the rendering of any service, with any Affiliate of the Borrower or such
Subsidiary, except in the ordinary course of and pursuant to the reasonable
requirements of the Borrower's or such Subsidiary's business and upon fair and
reasonable terms no less favorable to the Borrower or such Subsidiary than
would be obtained in a comparable arm's-length transaction with a Person not an
Affiliate of the Borrower or such Subsidiary.

         Section 9.8 Disposition of Assets. The Borrower will not sell, lease,
assign, transfer, or otherwise dispose (collectively "Dispositions") of any of
its assets, or permit any Subsidiary to do so with any of its assets, except
for (a) Dispositions of Inventory in the ordinary course of business, (b)
Dispositions to a Guarantor as to which Agent has in its possession an executed
Guaranty, (c) Dispositions in addition to those described in clauses (a) and
(b) above, for which the Borrower and the Subsidiaries have received fair
consideration, (d) Dispositions whereby one or more existing store locations of
the Borrower or a Subsidiary are transferred to one or more unaffiliated third
parties and existing store locations of one or more unaffiliated third parties
are transferred to the Borrower or a Subsidiary, such Dispositions to be
satisfactory to the Lenders, and (e) Dispositions which result in the sale and
leaseback of Real Property so long as (i) the sale price of such Real Property
is in an amount equal to or greater than 95% of the appraisal value of such
Real Property (such appraisals to be satisfactory in form and substance to the
Lenders) and (ii) the cash Net Proceeds of such Disposition are promptly paid
to the Agent in accordance with Section 4.3 and are in an amount equal to or
greater than 90% of the appraisal value of such Real

                                      46
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Property (such appraisals to be satisfactory in form and substance to the
Lenders), or as otherwise permitted with the Lenders' consent.

         Section 9.9 Nature of Business. The Borrower will not, and will not
permit any Subsidiary to, engage in any business other than the businesses in
which they are engaged on the date hereof. Without in any way limiting the
foregoing, such businesses shall include, but not be limited to, the following:
check-cashing, money wires, Pay-Day Advance Loans (hereinafter defined),
jewelry sales and other financial services incidental to the foregoing. The
Borrower will not, and will not permit any Subsidiary to, open new pawnshop
stores except as otherwise permitted by Section 9.8(d). As used herein, the
term "Pay-Day Advance Loans" means loans which are anticipated to be repaid by
the proceeds of post-dated checks or through an ACH debit from the account of
the borrower of the Pay-Day Advance Loan.

         Section 9.10 Environmental Protection. The Borrower will not, and
will not permit any of its Subsidiaries to, (a) use (or permit any tenant to
use) any of their respective properties or assets for the handling, processing,
storage, transportation, or disposal of any Hazardous Material, (b) generate
any Hazardous Material, (c) conduct any activity that is likely to cause a
Release or threatened Release of any Hazardous Material, or (d) otherwise
conduct any activity or use any of their respective properties or assets in any
manner that is likely to violate any Environmental Law or create any
Environmental Liabilities for which the Borrower or any of its Subsidiaries
would be responsible.

         Section 9.11 Accounting. The Borrower will not, and will not permit
any of its Subsidiaries to, change its Fiscal Year or make any change in
accounting treatment or reporting practices, except as permitted by GAAP and
disclosed to the Agent.

         Section 9.12 Prepayment of Debt. The Borrower will not, and will not
permit any Subsidiary to, prepay any Debt except the Obligations.

         Section 9.13 Pay-Day Advance Loans. The Borrower will not, and will
not permit any of its Subsidiaries to, purchase participations or any other
interests in any Pay-Day Advance Loans originated by a Person other than the
Borrower or any Subsidiary.

                                   ARTICLE X

                              Financial Covenants

         The Borrower covenants and agrees that, as long as the Obligations or
any part thereof are outstanding or any Lender has any Commitment hereunder or
the Issuing Bank has any obligation to issue Letters of Credit hereunder, the
Borrower will perform and observe the following financial covenants:

         Section 10.1 Consolidated Net Worth. Beginning with the calendar
month ending September 30, 2000, 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

                                      47
   49
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, 2000, 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, 2000.

         Section 10.2 Leverage Ratio. The Borrower will at all times maintain
a Leverage Ratio of not greater than the Leverage Ratio of the Borrower as
calculated as of September 30, 2000.

         Section 10.3 Capital Expenditures. The Borrower will not permit the
aggregate amount of Capital Expenditures (excluding any exchanges of store
locations permitted pursuant to Section 9.8(d)) of the Borrower and the
Subsidiaries to exceed Five Million Dollars ($5,000,000) during any Fiscal
Year.

         Section 10.4 Inventory Turnover. The Borrower on a consolidated basis
will at all times maintain an Inventory Turnover of not less than 1.75.

         Section 10.5 Fixed Charge Coverage Ratio. The Borrower will at all
times maintain a Fixed Charge Coverage Ratio of not less than the Fixed Charge
Coverage Ratio of the Borrower as calculated as of September 30, 2000.

         Section 10.6 EBITDA. The Borrower will maintain an EBITDA (calculated
at the end of each Fiscal Quarter) of not less than (a) $5,000,000 for the
Fiscal Quarter ending December 31, 2000 (the "First Quarter"), (b) $10,000,000
for the period beginning as of the First Quarter through and including the
Fiscal Quarter ending March 31, 2001, (c) $14,500,000 for the period beginning
as of the First Quarter through and including the Fiscal Quarter ending June
30, 2001 and (d) $19,500,000 for the period beginning as of the First Quarter
through and including each Fiscal Quarter thereafter.

                                   ARTICLE XI

                                    Default

         Section 11.1 Events of Default. Each of the following shall be deemed
an "Event of Default":

                  (a) The Borrower shall fail to pay when due the Obligations
         or any part thereof.

                  (b) Any representation or warranty made or deemed made by the
         Borrower or any Obligated Party (or any of their respective officers)
         in any Loan Document or in any certificate, report, notice, or
         financial statement furnished at any time in connection with

                                      48
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         this Agreement shall be false, misleading, or erroneous in any
         material respect when made or deemed to have been made.

                  (c) The Borrower shall fail to perform, observe, or comply
         with any covenant, agreement, or term contained in Section 8.1,
         Section 8.13, Article IX, or Article X of this Agreement; or the
         Borrower or any Obligated Party shall fail to perform, observe, or
         comply with any other covenant, agreement, or term contained in this
         Agreement or any other Loan Document (other than covenants to pay the
         Obligations) and such failure shall continue for a period of fifteen
         (15) days.

                  (d) The Borrower, any Subsidiary, or any Obligated Party
         shall commence a voluntary proceeding seeking liquidation,
         reorganization, or other relief with respect to itself or its debts
         under any bankruptcy, insolvency, or other similar law now or
         hereafter in effect or seeking the appointment of a trustee, receiver,
         liquidator, custodian, or other similar official of it or a
         substantial part of its property or shall consent to any such relief
         or to the appointment of or taking possession by any such official in
         an involuntary case or other proceeding commenced against it or shall
         make a general assignment for the benefit of creditors or shall
         generally fail to pay its debts as they become due or shall take any
         corporate action to authorize any of the foregoing.

                  (e) An involuntary proceeding shall be commenced against the
         Borrower, any Subsidiary, or any Obligated Party seeking liquidation,
         reorganization, or other relief with respect to it or its debts under
         any bankruptcy, insolvency, or other similar law now or hereafter in
         effect or seeking the appointment of a trustee, receiver, liquidator,
         custodian or other similar official for it or a substantial part of
         its property, and such involuntary proceeding shall remain undismissed
         and unstayed for a period of thirty (30) days.

                  (f) The Borrower, any Subsidiary, or any Obligated Party
         shall fail to discharge within a period of forty-five (45) days after
         the commencement thereof any attachment, sequestration, or similar
         proceeding or proceedings involving an aggregate amount in excess of
         Two Hundred Fifty Thousand Dollars ($250,000.00) against any of its
         assets or properties.

                  (g) A final judgment or judgments for the payment of money in
         excess of Two Hundred Fifty Thousand Dollars ($250,000.00) in the
         aggregate shall be rendered by a court or courts against the Borrower,
         any of its Subsidiaries, or any Obligated Party and the same shall not
         be discharged (or provision shall not be made for such discharge), or
         a stay of execution thereof shall not be procured, within forty-five
         (45) days from the date of entry thereof and the Borrower or the
         relevant Subsidiary or Obligated Party shall not, within said period
         of forty-five (45) days, or such longer period during which execution
         of the same shall have been stayed, appeal therefrom and cause the
         execution thereof to be stayed during such appeal.

                                      49
   51

                  (h) The Borrower, any Subsidiary, or any Obligated Party
         shall fail to pay when due any principal of or interest on any
         Material Debt (hereinafter defined) (other than the Obligations), or
         the maturity of any such Debt shall have been accelerated, or any such
         Debt shall have been required to be prepaid prior to the stated
         maturity thereof, or any event shall have occurred that permits any
         holder or holders of such Debt or any Person acting on behalf of such
         holder or holders to accelerate the maturity thereof or require any
         such prepayment. For purposes of this clause (h), the term "Material
         Debt" means Debt owed by the Borrower or any Subsidiary the principal
         amount of which exceeds Two Hundred Fifty Thousand Dollars ($250,000).

                  (i) This Agreement or any other Loan Document shall cease to
         be in full force and effect or shall be declared null and void or the
         validity or enforceability thereof shall be contested or challenged by
         the Borrower, any Subsidiary, any Obligated Party or any of their
         respective shareholders, or the Borrower or any Obligated Party shall
         deny that it has any further liability or obligation under any of the
         Loan Documents.

                  (j) Any of the following events shall occur or exist with
         respect to the Borrower or any ERISA Affiliate: (i) any Prohibited
         Transaction involving any Plan; (ii) any Reportable Event with respect
         to any Plan; (iii) the filing under Section 4041 of ERISA of a notice
         of intent to terminate any Plan or the termination of any Plan; (iv)
         any event or circumstance that might constitute grounds entitling the
         PBGC to institute proceedings under Section 4042 of ERISA for the
         termination of, or for the appointment of a trustee to administer, any
         Plan, or the institution by the PBGC of any such proceedings; or (v)
         complete or partial withdrawal under Section 4201 or 4204 of ERISA
         from a Multiemployer Plan or the reorganization, insolvency, or
         termination of any Multiemployer Plan; and in each case above, such
         event or condition, together with all other events or conditions, if
         any, have subjected or could in the reasonable opinion of Required
         Banks subject the Borrower to any tax, penalty, or other liability to
         a Plan, a Multiemployer Plan, the PBGC, or otherwise (or any
         combination thereof) which in the aggregate exceed or could reasonably
         be expected to exceed Two Hundred Fifty Thousand Dollars
         ($250,000.00).

                  (k) Any Person or group of related Persons for purposes of
         Section 13(d) of the Exchange Act acquires after the date hereof
         "beneficial ownership" (within the meaning of Section 13(d) of the
         Exchange Act) in excess of thirty-three percent (33%) of the total
         voting power of all classes of capital stock then outstanding of the
         Borrower entitled (without regard to the occurrence of any
         contingency) to vote in elections of directors of the Borrower.

                  (l) The Borrower or any of its Subsidiaries, or any of their
         properties, revenues, or assets, shall become the subject of an order
         of forfeiture, seizure, or divestiture (whether under RICO or
         otherwise) and the same shall not have been

                                      50
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         discharged (or provisions shall not be made for such discharge) within
         thirty (30) days from the date of entry thereof.

                  (m) Any Material Adverse Effect shall occur.

         Section 11.2 Remedies.

                  (a) If any Event of Default shall occur and be continuing,
         the Agent may (and if directed by Required Lenders, shall) do any one
         or more of the following:

                           i. Acceleration. Declare all outstanding principal
                  of and accrued and unpaid interest on the Notes, all
                  outstanding Letter of Credit Disbursements, and all other
                  obligations of the Borrower under the Loan Documents
                  immediately due and payable, and the same shall thereupon
                  become immediately due and payable, without notice, demand,
                  presentment, notice of dishonor, notice of acceleration,
                  notice of intent to accelerate, protest, or other formalities
                  of any kind, all of which are hereby expressly waived by the
                  Borrower.

                           ii. Termination of Commitments. Terminate the
                  Commitments and the obligation of the Issuing Bank to issue
                  Letters of Credit without notice to the Borrower.

                           iii. Judgment. Reduce any claim to judgment.

                           iv. Foreclosure. Foreclose or otherwise enforce any
                  Lien granted to the Agent for the benefit of itself and the
                  Lenders to secure payment and performance of the Obligations
                  in accordance with the terms of the Loan Documents.

                           v. Rights. Exercise any and all rights and remedies
                  afforded by the laws of the State of Texas or any other
                  jurisdiction, by any of the Loan Documents, by equity, or
                  otherwise.

         Provided, however, that upon the occurrence of an Event of Default
         under subsection (d) or (e) of Section 11.1, the Commitments of all of
         the Lenders and the obligation of the Issuing Bank to issue Letters of
         Credit shall automatically terminate, and the outstanding principal of
         and accrued and unpaid interest on the Notes and all other obligations
         of the Borrower under the Loan Documents shall thereupon become
         immediately due and payable without notice, demand, presentment,
         notice of dishonor, notice of acceleration, notice of intent to
         accelerate, protest, or other formalities of any kind, all of which
         are hereby expressly waived by the Borrower.

                  (b) If an Event of Default shall have occurred and be
         continuing, each Lender is hereby authorized at any time and from time
         to time, without notice to the Borrower (any such notice being hereby
         expressly waived by the Borrower), to set off and apply

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         any and all deposits (general or special, time or demand, provisional
         or final) at any time held and other indebtedness at any time owing by
         such Lender to or for the credit or the account of the Borrower
         against any and all of the obligations of the Borrower now or
         hereafter existing under this Agreement, such Lender's Note, or any
         other Loan Document, irrespective of whether or not the Agent or such
         Lender shall have made any demand under this Agreement or such
         Lender's Note or such other Loan Document and although such
         obligations may be unmatured. Each Lender agrees promptly to notify
         the Borrower (with a copy to the Agent and to each Lender) after any
         such setoff and application, provided that the failure to give such
         notice shall not affect the validity of such setoff and application.
         The rights and remedies of each Lender hereunder are in addition to
         other rights and remedies (including, without limitation, other rights
         of setoff) which such Lender may have.

         Section 11.3 Cash Collateral. If an Event of Default shall have
occurred and be continuing the Borrower shall, if requested by the Agent or
Required Lenders, pledge to the Agent as security for the Obligations an amount
in immediately available funds equal to the then outstanding Letter of Credit
Liabilities, such funds to be held in a cash collateral account at the Agent
without any right of withdrawal by the Borrower.

         Section 11.4 Performance by the Agent. If the Borrower shall fail to
perform any covenant or agreement in accordance with the terms of the Loan
Documents, the Agent may, at the direction of Required Lenders, perform or
attempt to perform such covenant or agreement on behalf of the Borrower. In
such event, the Borrower shall, at the request of the Agent, promptly pay any
amount reasonably expended by the Agent or the Lenders in connection with such
performance or attempted performance to the Agent at the Principal Office,
together with interest thereon at the Default Rate from and including the date
of such expenditure to but excluding the date such expenditure is paid in full.
Notwithstanding the foregoing, it is expressly agreed that neither the Agent
nor any Lender shall have any liability or responsibility for the performance
of any obligation of the Borrower under this Agreement or any of the other Loan
Documents.

                                  ARTICLE XII

                                   The Agent

         Section 12.1 Appointment, Powers and Immunities. In order to expedite
the various transactions contemplated by this agreement, the Lenders and the
Issuing Bank hereby irrevocably appoint and authorize Wells Fargo Bank Texas,
National Association to act as their Agent hereunder and under each of the
other Loan Documents. Wells Fargo Bank Texas, National Association consents to
such appointment and agrees to perform the duties of the Agent as specified
herein. The Lenders and the Issuing Bank authorize and direct the Agent to take
such action in their name and on their behalf under the terms and provisions of
the Loan Documents and to exercise such rights and powers thereunder as are
specifically delegated to or required of the Agent for the Lenders and/or the
Issuing Bank, together with such rights and

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powers as are reasonably incidental thereto. The Agent is hereby expressly
authorized to act as the Agent on behalf of itself, the other Lenders and the
Issuing Bank:

                  (a) To receive on behalf of each of the Lenders and the
         Issuing Bank any payment of principal, interest, fees (except for the
         annual agent fee described in Section 2.11(a)) or other amounts paid
         pursuant to this Agreement and the Notes and to distribute to each
         Lender and/or the Issuing Bank its share of all payments so received
         as provided in this Agreement;

                  (b) To receive all documents and items to be furnished under
         the Loan Documents;

                  (c) To act as nominee for and on behalf of the Lenders and
         the Issuing Bank in and under the Loan Documents;

                  (d) To arrange for the means whereby the Advances are to be
         made available to the Borrower;

                  (e) To distribute to the Lenders and the Issuing Bank
         information, requests, notices, payments, prepayments, documents and
         other items received from the Borrower, the other Obligated Parties,
         and other Persons;

                  (f) To execute and deliver to the Borrower, the other
         Obligated Parties, and other Persons, all requests, demands,
         approvals, notices, and consents received from the Lenders and the
         Issuing Bank;

                  (g) To the extent permitted by the Loan Documents, to
         exercise on behalf of each Lender and the Issuing Bank all rights and
         remedies of Lenders and the Issuing Bank upon the occurrence of any
         Event of Default;

                  (h) To serve as liaison between the Lenders, the Issuing Bank
         and the Borrower with respect to future negotiations, amendments and
         waivers of the terms of this Agreement and transmittal of copies of
         such amendments and waivers for signature to each Lender and the
         Issuing Bank;

                  (i) To receive signed copies of this Agreement, future
         amendments hereto, waivers of any terms hereof, and related documents
         comprising the Loan Documents, and provide appropriate signed or
         reproduction copies thereof to each Lender, the Issuing Bank and the
         Borrower;

                  (j) To forward to each Lender and the Issuing Bank copies of
         all Loan Documents and opinions furnished to Agent under this
         Agreement or any of the other Loan Documents;

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                  (k) To receive notices of Defaults, copies of which shall be
         forwarded to all Lenders and the Issuing Bank, and any waivers of
         Defaults under this Agreement and forward copies thereof to all
         Lenders and the Issuing Bank;

                  (l) To advise each Lender and the Issuing Bank of all notices
         received or furnished by Agent hereunder;

                  (m) To take such other actions as may be requested by
         Required Lenders; and

                  (n) To accept, execute, and deliver any and all security
         documents as the secured party.

         Neither the Agent nor any of its Affiliates, officers, directors,
employees, attorneys, or agents shall be liable to the Lenders for any action
taken or omitted to be taken by any of them hereunder or otherwise in
connection with this Agreement or any of the other Loan Documents except for
its or their own gross negligence or willful misconduct. Without limiting the
generality of the preceding sentence, the Agent (i) may treat the payee of any
Note as the holder thereof until the Agent receives written notice of the
assignment or transfer thereof signed by such payee and in form satisfactory to
the Agent; (ii) shall have no duties or responsibilities except those expressly
set forth in this Agreement and the other Loan Documents, and shall not by
reason of this Agreement or any other Loan Document be a trustee or fiduciary
for any Lender or the Issuing Bank; (iii) shall not be required to initiate any
litigation or collection proceedings hereunder or under any other Loan Document
except to the extent requested by Required Lenders; (iv) shall not be
responsible to the Lenders or the Issuing Bank for any recitals, statements,
representations or warranties contained in this Agreement or any other Loan
Document, or any certificate or other document referred to or provided for in,
or received by any of them under, this Agreement or any other Loan Document, or
for the value, validity, effectiveness, enforceability, or sufficiency of this
Agreement or any other Loan Document or any other document referred to or
provided for herein or therein or for any failure by any Person to perform any
of its obligations hereunder or thereunder; (v) may consult with legal counsel
(including counsel for the Borrower), independent public accountants, and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants, or experts; and (vi) shall incur no liability under or in respect
of any Loan Document by acting upon any notice, consent, certificate, or other
instrument or writing believed by it to be genuine and signed or sent by the
proper party or parties. As to any matters not expressly provided for by this
Agreement, the Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder in accordance with instructions signed by
Required Lenders, and such instructions of Required Lenders and any action
taken or failure to act pursuant thereto shall be binding on all of the
Lenders; provided, however, that the Agent shall not be required to take any
action which exposes the Agent to personal liability or which is contrary to
this Agreement or any other Loan Document or applicable law.

         Section 12.2 Rights of Agent as a Lender. With respect to its
Commitment, the Advances made by it and the Notes issued to it, Wells Fargo
Bank Texas, National Association in its capacity as a Lender hereunder shall
have the same rights and powers hereunder as any other Lender and may exercise
the same as though it were not acting as the Agent, and the term "Lender" or
"Lenders" shall, unless the context otherwise indicates, include the Agent in
its individual capacity. The Agent and its Affiliates may (without having to
account therefor to any Lender) accept deposits from, lend money to, act as
trustee under indentures of, provide merchant banking services to, and
generally engage in any kind of business with the Borrower, any of its
Subsidiaries, any other Obligated Party, and any other Person who may do
business

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with or own securities of the Borrower, any Subsidiary, or any other Obligated
Party, all as if it were not acting as the Agent and without any duty to
account therefor to the Lenders.

         Section 12.3 Sharing of Payments, Etc. If any Lender shall obtain any
payment of any principal of or interest on any Advance made by it under this
Agreement or payment of any other obligation under the Loan Documents then owed
by the Borrower or any other Obligated Party to such Lender, whether voluntary,
involuntary, through the exercise of any right of set-off, banker's lien,
counterclaim or similar right, or otherwise, in excess of its pro rata share
(calculated (i) pursuant to Section 3.5 in respect of letter of credit fees,
and (ii) for all other of the Primary Obligations on the basis of the unpaid
principal of and interest on the Tranche A Loan, the Tranche B Loan, the
Tranche C 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. To such end, all of
the Lenders shall make appropriate adjustments among themselves (by the resale
of participations sold or otherwise) if all or any portion of such excess
payment is thereafter rescinded or must otherwise be restored. The Borrower
agrees, to the fullest extent it may effectively do so under applicable law,
that any Lender so purchasing a participation in the Advances and LC
Participations made by the other Lenders may exercise all rights of set-off,
banker's lien, counterclaim, or similar rights with respect to such
participation as fully as if such Lender were a direct holder of Advances to,
or Letter of Credit Disbursements for the account of, the Borrower in the
amount of such participation. Nothing contained herein shall require any Lender
to exercise any such right or shall affect the right of any Lender to exercise,
and retain the benefits of exercising, any such right with respect to any other
indebtedness or obligation of the Borrower.

         Section 12.4 Indemnification. THE LENDERS HEREBY AGREE TO INDEMNIFY
THE AGENT AND THE ISSUING BANK FROM AND HOLD THE AGENT AND THE ISSUING BANK
HARMLESS AGAINST (TO THE EXTENT NOT REIMBURSED UNDER SECTIONS 13.1 AND 13.2,
BUT WITHOUT LIMITING THE OBLIGATIONS OF THE BORROWER UNDER SECTIONS 13.1 AND
13.2), RATABLY IN ACCORDANCE WITH THEIR RESPECTIVE COMMITMENTS, ANY AND ALL
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS,
DEFICIENCIES, SUITS, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES),
AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON,
INCURRED BY, OR ASSERTED AGAINST THE AGENT AND THE ISSUING BANK IN ANY WAY
RELATING TO OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY ACTION TAKEN OR
OMITTED TO BE TAKEN BY THE AGENT AND THE ISSUING BANK UNDER OR IN RESPECT OF
ANY OF THE LOAN DOCUMENTS; PROVIDED, FURTHER, THAT NO LENDER SHALL BE LIABLE
FOR ANY PORTION OF THE FOREGOING TO THE EXTENT CAUSED BY THE AGENT'S OR THE
ISSUING BANK'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT

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LIMITING ANY OTHER PROVISION OF THIS SECTION, EACH LENDER AGREES TO REIMBURSE
THE AGENT AND THE ISSUING BANK PROMPTLY UPON DEMAND FOR ITS PRO RATA SHARE
(CALCULATED ON THE BASIS OF THE COMMITMENTS) OF ANY AND ALL OUT-OF-POCKET
EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED BY THE AGENT AND THE
ISSUING BANK IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY,
ADMINISTRATION, MODIFICATION, AMENDMENT OR ENFORCEMENT (WHETHER THROUGH
NEGOTIATIONS, LEGAL PROCEEDINGS, OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT
OF RIGHTS OR RESPONSIBILITIES UNDER, THE LOAN DOCUMENTS, TO THE EXTENT THAT THE
AGENT OR THE ISSUING BANK IS NOT REIMBURSED FOR SUCH EXPENSES BY THE BORROWER.

         Section 12.5 Independent Credit Decisions. Each Lender agrees that it
has independently and without reliance on the Agent, the Issuing Bank or any
other Lender, and based on such documents and information as it has deemed
appropriate, made its own credit analysis of the Borrower and decision to enter
into this Agreement and that it will, independently and without reliance upon
the Agent, the Issuing Bank or any other Lender, and based upon such documents
and information as it shall deem appropriate at the time, continue to make its
own analysis and decisions in taking or not taking action under this Agreement
or any of the other Loan Documents. The Agent shall not be required to keep
itself informed as to the performance or observance by the Borrower or any
Obligated Party of this Agreement or any other Loan Document or to inspect the
properties or books of the Borrower or any Obligated Party. Except for notices,
reports and other documents and information expressly required to be furnished
to the Lenders and the Issuing Bank by the Agent hereunder or under the other
Loan Documents, neither the Agent nor the Issuing Bank shall have any duty or
responsibility to provide any Lender with any credit or other financial
information concerning the affairs, financial condition or business of the
Borrower or any Obligated Party (or any of their Affiliates) which may come
into the possession of the Agent, the Issuing Bank or any of their Affiliates.

         Section 12.6 Several Commitments. The Commitments and other
obligations of the Lenders under this Agreement are several. The default by any
Lender in making an Advance in accordance with its Commitment shall not relieve
the other Lenders of their obligations under this Agreement. In the event of
any default by any Lender in making any Advance, each nondefaulting bank shall
be obligated to make its Advance but shall not be obligated to advance the
amount which the defaulting Lender was required to advance hereunder. In no
event shall any Lender be required to advance an amount or amounts which shall
in the aggregate exceed such Lender's Commitment. No Lender shall be
responsible for any act or omission of any other Lender.

         Section 12.7 Successor Agent. Subject to the appointment and
acceptance of a successor Agent as provided below, the Agent may resign at any
time by giving notice thereof to the Lenders, the Issuing Bank and the Borrower
and the Agent may be removed at any time with or without cause by Required
Lenders. Upon any such resignation or removal, the Required

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Lenders will have the right to appoint a successor Agent. If no successor Agent
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within thirty (30) days after the retiring Agent's giving of
notice of resignation or the Required Lenders' removal of the retiring Agent,
then the retiring Agent may, on behalf of the Lenders and the Issuing Bank,
appoint a successor Agent, which shall be a commercial bank organized under the
laws of the United States of America or any State thereof and having combined
capital and surplus of at least One Hundred Million Dollars ($100,000,000).
Upon the acceptance of its appointment as successor Agent, such successor Agent
shall thereupon succeed to and become vested with all rights, powers,
privileges, immunities, and duties of the resigning or removed Agent, and the
resigning or removed Agent shall be discharged from its duties and obligations
under this Agreement and the other Loan Documents. After any Agent's
resignation or removal as Agent, the provisions of this Article XII shall
continue in effect for its benefit in respect of any actions taken or omitted
to be taken by it while it was the Agent. After the retiring Agent's
resignation or removal hereunder as Agent, each reference herein to a place of
giving of notice or delivery to the Agent shall be deemed to refer to the
principal office of the successor Agent as it may specify to each party hereto.

         In the event that the Agent, for the benefit of itself and the
Lenders, elects or is required to proceed with a foreclosure or other
enforcement of any Lien granted to the Agent for the benefit of itself and the
Lenders, the Agent may, without in any manner limiting its available remedies,
and at the request of the Required Lenders shall, submit a bid for all Lenders
(including itself) in the form of a credit against the Obligations, and the
Agent or its designee, in the event that the Agent or its designee is the
successful bidder at any such foreclosure sale, shall accept title, for the
benefit of itself and the Lenders, to the Collateral sold at such foreclosure
sale. The Collateral purchased at any such sale held shall be owned by the
Agent, or its designee, for the benefit of the Lenders. All monies received or
collected by the Agent in respect of the Collateral in connection with a
foreclosure sale, or any other disposition of the Collateral, shall be paid to
the Lenders pro-rata consistent with Section 4.4 hereof.

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                                  ARTICLE XIII

                                 Miscellaneous

         Section 13.1 Expenses. The Borrower hereby agrees to pay on demand:
(a) all reasonable costs and expenses of the Agent, the Issuing Bank and the
Lenders in connection with the preparation, negotiation, execution, and
delivery of this Agreement and the other Loan Documents and any and all
amendments, modifications, renewals, extensions, and supplements thereof and
thereto, including, without limitation, the reasonable fees and expenses of
legal counsel for the Agent, the Issuing Bank and the Lenders (including the
allocated cost of internal counsel of the Agent, the Issuing Bank or any
Lender), (b) all costs and expenses of the Agent, the Issuing Bank and the
Lenders in connection with any Default and the enforcement of this Agreement or
any other Loan Document, including, without limitation, the fees and expenses
of legal counsel for the Agent, the Issuing Bank and the Lenders, (c) all
transfer, stamp, documentary, or other similar taxes, assessments, or charges
levied by any Governmental Authority in respect of this Agreement or any of the
other Loan Documents, (d) all costs, expenses, assessments, and other charges
incurred in connection with any filing, registration, recording, or perfection
of any security interest or Lien, if any, contemplated by this Agreement or any
other Loan Document, and (e) all other costs and expenses incurred by the Agent
and the Issuing Bank in connection with this Agreement or any other Loan
Document, including without limitation all reasonable costs and expenses
associated with appraisals, environmental reports and any other collateral
reviews performed in connection with this Agreement, any other Loan Document or
the transactions contemplated therein.

         Section 13.2 INDEMNIFICATION. THE BORROWER HEREBY AGREES TO INDEMNIFY
THE AGENT, THE ISSUING BANK AND EACH LENDER AND EACH AFFILIATE THEREOF AND
THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AND AGENTS FROM,
AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES,
CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES
(INCLUDING REASONABLE ATTORNEYS' FEES) TO WHICH ANY OF THEM MAY BECOME SUBJECT
WHICH DIRECTLY OR INDIRECTLY ARISE FROM OR RELATE TO (a) THE NEGOTIATION,
EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION, OR ENFORCEMENT OF ANY OF THE
LOAN DOCUMENTS, (b) ANY OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS,
(c) ANY BREACH BY THE BORROWER OF ANY REPRESENTATION, WARRANTY, COVENANT, OR
OTHER AGREEMENT CONTAINED IN ANY OF THE LOAN DOCUMENTS, (d) THE PRESENCE,
RELEASE, THREATENED RELEASE, DISPOSAL, REMOVAL, OR CLEANUP OF ANY HAZARDOUS
MATERIAL LOCATED ON, ABOUT, WITHIN, OR AFFECTING ANY OF THE PROPERTIES OR
ASSETS OF THE BORROWER OR ANY SUBSIDIARY, (e) THE USE OR PROPOSED USE OF ANY
LETTER OF CREDIT, (f) ANY AND ALL TAXES, LEVIES, DEDUCTIONS, AND CHARGES
IMPOSED ON THE ISSUING

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BANK OR ANY OF THE ISSUING BANK'S CORRESPONDENTS IN RESPECT OF ANY LETTER OF
CREDIT, OR (g) ANY INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, INCLUDING,
WITHOUT LIMITATION, ANY THREATENED INVESTIGATION, LITIGATION, OR OTHER
PROCEEDING RELATING TO ANY OF THE FOREGOING AND ANY LEGAL PROCEEDING RELATING
TO ANY COURT ORDER, INJUNCTION OR OTHER PROCESS OR DECREE RESTRAINING OR
SEEKING TO RESTRAIN THE ISSUING BANK FROM PAYING ANY AMOUNT UNDER ANY LETTER OF
CREDIT. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT OR OF ANY OTHER LOAN
DOCUMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH PERSON TO
BE INDEMNIFIED UNDER THIS SECTION SHALL BE INDEMNIFIED FROM AND HELD HARMLESS
AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS,
DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES)
ARISING OUT OF OR RESULTING FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH
PERSON; PROVIDED HOWEVER, NO PERSON SHALL BE INDEMNIFIED HEREUNDER FOR ITS OWN
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

         Section 13.3 Limitation of Liability. None of the Agent, the Issuing
Bank, any Lender, or any Affiliate, officer, director, employee, attorney, or
agent thereof shall have any liability with respect to, and the Borrower hereby
waives, releases, and agrees not to sue any of them upon, any claim for any
special, indirect, incidental, or consequential damages suffered or incurred by
the Borrower in connection with, arising out of, or in any way related to, this
Agreement or any of the other Loan Documents, or any of the transactions
contemplated by this Agreement or any of the other Loan Documents, including
without limitation, any damages suffered or incurred by the Borrower in
connection with Swing Loan Advances made by telephonic notice pursuant to
Section 2.9(a) hereto, except for such Person's gross negligence or willful
misconduct.

         Section 13.4 No Duty. All attorneys, accountants, appraisers, and
other professional Persons and consultants retained by the Agent, the Issuing
Bank and the Lenders shall have the right to act exclusively in the interest of
the Agent, the Issuing Bank and the Lenders and shall have no duty of
disclosure, duty of loyalty, duty of care, or other duty or obligation of any
type or nature whatsoever to the Borrower or any of the Borrower's shareholders
or any other Person.

         Section 13.5 No Fiduciary Relationship. The relationship between the
Borrower and each of the Issuing Bank and the Lenders is solely that of debtor
and creditor, and neither the Agent, the Issuing Bank nor any Lender has any
fiduciary or other special relationship with the Borrower, and no term or
condition of any of the Loan Documents shall be construed so as to deem the
relationship between the Borrower and any of the Issuing Bank and the Lenders
to be other than that of debtor and creditor.

         Section 13.6 Equitable Relief. The Borrower recognizes that in the
event the Borrower fails to pay, perform, observe, or discharge any or all of
the Obligations, any remedy at law may

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prove to be inadequate relief to the Agent, the Issuing Bank and the Lenders.
The Borrower therefore agrees that the Agent, the Issuing Bank and the Lenders,
if the Agent, the Issuing Bank or the Lenders so request, shall be entitled to
temporary and permanent injunctive relief in any such case without the
necessity of proving actual damages.

         Section 13.7 No Waiver; Cumulative Remedies. No failure on the part of
the Agent, the Issuing Bank or any Lender to exercise and no delay in
exercising, and no course of dealing with respect to, any right, power, or
privilege under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, power, or privilege under this
Agreement preclude any other or further exercise thereof or the exercise of any
other right, power, or privilege. The rights and remedies provided for in this
Agreement and the other Loan Documents are cumulative and not exclusive of any
rights and remedies provided by law.

         Section 13.8 Successors and Assigns.

                  (a) This Agreement shall be binding upon and inure to the
         benefit of the parties hereto and their respective successors and
         assigns. The Borrower may not assign or transfer any of its rights or
         obligations hereunder without the prior written consent of the Agent,
         the Issuing Bank and all of the Lenders. Any Lender may sell
         participations to one or more banks or other institutions in or to all
         or a portion of its rights and obligations under this Agreement and
         the other Loan Documents (including, without limitation, all or a
         portion of its Commitments and the Advances owing to it and the LC
         Participations held by it); provided, however, that (i) such Lender's
         obligations under this Agreement and the other Loan Documents
         (including, without limitation, its Commitments) shall remain
         unchanged, (ii) such Lender shall remain solely responsible to the
         Borrower for the performance of such obligations, (iii) such Lender
         shall remain the holder of its Note and LC Participations for all
         purposes of this Agreement, (iv) the Borrower shall continue to deal
         solely and directly with such Lender in connection with such Lender's
         rights and obligations under this Agreement and the other Loan
         Documents, and (v) such Lender shall not sell a participation that
         conveys to the participant the right to vote or give or withhold
         consents under this Agreement or any other Loan Document, other than
         the right to vote upon or consent to (A) any increase of such Lender's
         Commitments, (B) any reduction of the principal amount of, or interest
         to be paid on, the Advances and LC Participations of such Lender, (C)
         any reduction of any commitment fee or other amount payable to such
         Lender under any Loan Document, or (D) any postponement of any date
         for the payment of any amount payable in respect of the Advances or LC
         Participations of such Lender.

                  (b) The Borrower and each of the Issuing Bank and the Lenders
         agree that any Lender (the "Assigning Lender") may at any time assign
         to one or more Eligible Assignees all, or a proportionate part of all,
         of its rights and obligations under this Agreement and the other Loan
         Documents (including, without limitation, its Commitments and Advances
         and LC Participations) (each an "Assignee"); provided,

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         however, that (i) each such assignment shall be of a consistent, and
         not a varying, percentage of all of the Assigning Lender's rights and
         obligations under this Agreement and the other Loan Documents, (ii)
         except in the case of an assignment of all of a Lender's rights and
         obligations under this Agreement and the other Loan Documents, the
         amount of the Commitments of the Assigning Lender being assigned
         pursuant to each assignment (determined as of the date of the
         Assignment and Acceptance with respect to such assignment) shall in no
         event be less than Five Million Dollars ($5,000,000.00), and (iii) the
         parties to each such assignment shall execute and deliver to the Agent
         for its acceptance and recording in the Register (as defined below),
         an Assignment and Acceptance, together with the Note subject to such
         assignment, and a processing and recordation fee of Three Thousand
         Dollars ($3,000.00). Upon such execution, delivery, acceptance, and
         recording, from and after the effective date specified in each
         Assignment and Acceptance, which effective date shall be at least five
         (5) Business Days after the execution thereof, or, if so specified in
         such Assignment and Acceptance, the date of acceptance thereof by the
         Agent, (x) the assignee thereunder shall be a party hereto as a
         "Lender" and, to the extent that rights and obligations hereunder have
         been assigned to it pursuant to such Assignment and Acceptance, have
         the rights and obligations of a Lender hereunder and under the Loan
         Documents and (y) the Assigning Lender shall, to the extent that
         rights and obligations hereunder have been assigned by it pursuant to
         such Assignment and Acceptance, relinquish its rights and be released
         from its obligations under this Agreement and the other Loan Documents
         (and, in the case of an Assignment and Acceptance covering all or the
         remaining portion of an Assigning Lender's rights and obligations
         under the Loan Documents, such Assigning Lender shall cease to be a
         party thereto).

                  (c) By executing and delivering an Assignment and Acceptance,
         the Assigning Lender and the Assignee thereunder confirm to and agree
         with each other and the other parties hereto as follows: (i) other
         than as provided in such Assignment and Acceptance, such Assigning
         Lender makes no representation or warranty and assumes no
         responsibility with respect to any statements, warranties, or
         representations made in or in connection with the Loan Documents or
         the execution, legality, validity, and enforceability, genuineness,
         sufficiency, or value of the Loan Documents or any other instrument or
         document furnished pursuant thereto; (ii) such Assigning Lender makes
         no representation or warranty and assures no responsibility with
         respect to the financial condition of the Borrower or any Obligated
         Party or the performance or observance by the Borrower or any
         Obligated Party of its obligations under the Loan Documents; (iii)
         such assignee confirms that it has received a copy of the other Loan
         Documents, together with copies of the financial statements referred
         to in Section 7.2 and such other documents and information as it has
         deemed appropriate to make its own credit analysis and decision to
         enter into such Assignment and Acceptance; (iv) such assignee will,
         independently and without reliance upon the Agent, the Issuing Bank or
         any Lender and based on such documents and information as it shall
         deem appropriate at the time, continue to make its own credit
         decisions in taking or not taking action under this

                                      61
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         Agreement and the other Loan Documents; (v) such assignee confirms
         that it is an Eligible Assignee; (vi) such assignee appoints and
         authorizes the Agent to take such action as agent on its behalf and
         exercise such powers under the Loan Documents are as delegated to the
         Agent by the terms thereof, together with such powers as are
         reasonably incidental thereto; and (vii) such assignee agrees that it
         will perform in accordance with their terms all of the obligations
         which by the terms of the Loan Documents are required to be performed
         by it as a Lender.

                  (d) The Agent shall maintain at its Principal Office a copy
         of each Assignment and Acceptance delivered to and accepted by it and
         a register for the recordation of the names and addresses of the
         Lenders and the Commitments of, and principal amount of the Advances
         owing to, and LC Participations held by, each Lender from time to time
         (the "Register"). The entries in the Register shall be conclusive and
         binding for all purposes, absent manifest error, and the Borrower, the
         Agent, the Issuing Bank and the Lenders may treat each Person whose
         name is recorded in the Register as a Lender hereunder for all
         purposes under the Loan Documents. The Register shall be available for
         inspection by the Borrower, any Lender or the Issuing Bank at any
         reasonable time and from time to time upon reasonable prior notice.

                  (e) Upon its receipt of an Assignment and Acceptance executed
         by an assigning Lender and assignee representing that it is an
         Eligible Assignee, together with any Note subject to such assignment,
         the Agent shall, if such Assignment and Acceptance has been completed
         and is in substantially the form of Exhibit E hereto, (i) accept such
         Assignment and Acceptance, (ii) record the information contained
         therein in the Register, and (iii) give prompt written notice thereof
         to the Borrower. Within five (5) Business Days after its receipt of
         such notice, the Borrower, at its expense, shall execute and deliver
         to the Agent in exchange for the surrendered Note a new Note to the
         order of such Eligible Assignee in an amount equal to the Commitments
         assumed by it pursuant to such Assignment and Acceptance and, if the
         assigning Lender has retained a Commitment, a new Note to the order of
         the assigning Lender in an amount equal to the Commitments retained by
         it hereunder (each such promissory note shall constitute a "Note" for
         purposes of the Loan Documents). Such new Notes shall be in an
         aggregate principal amount of the surrendered Note, shall be dated the
         effective date of such Assignment and Acceptance, and shall otherwise
         be in substantially the form of Exhibit A-1 hereto.

                  (f) Any Lender may, in connection with any assignment or
         participation or proposed assignment or participation pursuant to this
         Section, disclose to the assignee or participant or proposed assignee
         or participant, any information relating to the Borrower or its
         Subsidiaries furnished to such Lender by or on behalf of the Borrower
         or its Subsidiaries.

         Section 13.9 Survival. All representations and warranties made in
this Agreement or any other Loan Document or in any document, statement, or
certificate furnished in connection

                                      62
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with this Agreement shall survive the execution and delivery of this Agreement
and the other Loan Documents, and no investigation by the Agent, the Issuing
Bank or any Lender or any closing shall affect the representations and
warranties or the right of the Agent, the Issuing Bank or any Lender to rely
upon them. Without prejudice to the survival of any other obligation of the
Borrower hereunder, the obligations of the Borrower under Article V and
Sections 13.1 and 13.2 shall survive repayment of the Notes and termination of
the Commitments and the Letters of Credit.

         Section 13.10 Amendments, Etc. No amendment or waiver of any provision
of this Agreement, the Notes, or any other Loan Document to which the Borrower
or any Obligated Party is a party, nor any consent to any departure by the
Borrower or Obligated Party therefrom, shall in any event be effective unless
the same shall be agreed or consented to by Required Lenders and the Borrower
or the Obligated Party, as applicable, and each such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, that no amendment, waiver, or consent shall, unless in writing
and signed by all of the Lenders and the Borrower, do any of the following: (a)
increase Commitments of the Lenders or subject the Lenders to any additional
obligations; (b) reduce the principal of, or interest on, the Notes or any fees
or other amounts payable hereunder; (c) postpone any date fixed for any payment
of principal of, or interest on, the Notes or Letter of Credit Disbursements or
any fees or other amounts payable hereunder; (d) waive any of the conditions
specified in Article VI; (e) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Notes or Letter of Credit Liabilities
or the number of Lenders which shall be required for the Lenders or any of them
to take any action under this Agreement; (f) change any provision contained in
this Section 13.10; (g) release the Borrower from any of its obligations under
this Agreement or the other Loan Documents or release any Guarantor from its
obligations under its Guaranty; and (h) release any Collateral securing the
Obligations except in accordance with and as contemplated by the Loan
Documents. Notwithstanding anything to the contrary contained in this Section,
no amendment, waiver, or consent shall be made (a) with respect to Article XII
hereof without the prior written consent of the Agent, (b) with respect to
Section 2.9 hereof without the prior written consent of the Swing Lender, or
(c) with respect to Article III hereof without the prior written consent of the
Issuing Bank.

         Section 13.11 Maximum Interest Rate. No provision of this Agreement
or of any other Loan Document shall require the payment or the collection of
interest in excess of the maximum amount permitted by applicable law. If any
excess of interest in such respect is hereby provided for, or shall be
adjudicated to be so provided, in any Loan Document or otherwise in connection
with this loan transaction, the provisions of this Section shall govern and
prevail and neither the Borrower nor the sureties, guarantors, successors, or
assigns of the Borrower shall be obligated to pay the excess amount of such
interest or any other excess sum paid for the use, forbearance, or detention of
sums loaned pursuant hereto. In the event any Lender ever receives, collects,
or applies as interest any such sum, such amount which would be in excess of
the maximum amount permitted by applicable law shall be applied as a payment
and reduction of the principal of the indebtedness evidenced by the Notes and
the LC Participations; and, if the principal of the

                                      63
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Notes and the LC Participations has been paid in full, any remaining excess
shall forthwith be paid to the Borrower. In determining whether or not the
interest paid or payable exceeds the Maximum Rate, the Borrower and each Lender
shall, to the extent permitted by applicable law, (a) characterize any
non-principal payment as an expense, fee, or premium rather than as interest,
(b) exclude voluntary prepayments and the effects thereof, and (c) amortize,
prorate, allocate, and spread in equal or unequal parts the total amount of
interest throughout the entire contemplated term of the indebtedness evidenced
by the Notes and LC Participations so that interest for the entire term does
not exceed the Maximum Rate.

         Section 13.12 Notices. Except as provided in Section 2.9, all notices
and other communications provided for in this Agreement and the other Loan
Documents to which the Borrower is a party shall be given or made by telex,
telegraph, telecopy, cable, or in writing and telexed, telecopied, telegraphed,
cabled, mailed by certified mail return receipt requested, or delivered to the
intended recipient at the "Address for Notices" specified below its name on the
signature pages hereof, or, as to any party at such other address as shall be
designated by such party in a notice to each other party given in accordance
with this Section. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telex or telecopy, subject to telephone confirmation of receipt, or delivered
to the telegraph or cable office, subject to telephone confirmation of receipt,
or when personally delivered or, in the case of a mailed notice, when duly
deposited in the mails, in each case given or addressed as aforesaid; provided,
however, notices to the Agent pursuant to Article II and to the Issuing Bank
pursuant to Article III shall not be effective until received by the Agent or
the Issuing Bank, as applicable.

         Section 13.13 Governing Law; Venue; Service of Process. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Texas and the applicable laws of the United States of America. This
Agreement has been entered into in Travis County, Texas, and it shall be
performable for all purposes in Travis County, Texas. Subject to Section 13.14
of this Agreement, any action or proceeding against the Borrower under or in
connection with any of the Loan Documents may be brought in any state or
federal court in Travis County, Texas. The Borrower hereby irrevocably (a)
submits to the nonexclusive jurisdiction of such courts, and (b) waives any
objection it may now or hereafter have as to the venue of any such action or
proceeding brought in any such court or that any such court is an inconvenient
forum. The Borrower agrees that service of process upon it may be made by
certified or registered mail, return receipt requested, at its address
specified or determined in accordance with the provisions of Section 13.12.
Nothing herein or in any of the other Loan Documents shall affect the right of
the Agent, the Issuing Bank or any Lender to serve process in any other manner
permitted by law or shall limit the right of the Agent, the Issuing Bank or any
Lender to bring any action or proceeding against the Borrower or with respect
to any of its property in courts in other jurisdictions. Subject to Section
13.14 of this Agreement, any action or proceeding by the Borrower against the
Agent, the Issuing Bank or any Lender shall be brought only in a court located
in Travis County, Texas.

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         Section 13.14 Binding Arbitration.

                  (a) Arbitration. Upon the demand of any party, any Dispute
         shall be resolved by binding arbitration (except as set forth in
         clause (e) below) in accordance with the terms of this Agreement. A
         "Dispute" shall mean any action, dispute, claim or controversy of any
         kind, whether in contract or tort, statutory or common law, legal or
         equitable, now existing or hereafter arising under or in connection
         with, or in any way pertaining to, any of the Loan Documents, or any
         past, present or future extensions of credit and other activities,
         transactions or obligations of any kind related directly or indirectly
         to any of the Loan Documents, including without limitation, any of the
         foregoing arising in connection with the exercise of any self-help,
         ancillary or other remedies pursuant to any of the Loan Documents. Any
         party may by summary proceedings bring an action in court to compel
         arbitration of a Dispute. Any party who fails or refuses to submit to
         arbitration following a lawful demand by any other party shall bear
         all costs and expenses incurred by such other party in compelling
         arbitration of any Dispute.

                  (b) Governing Rules. Arbitration proceedings shall be
         administered by the American Arbitration Association ("AAA") or such
         other administrator as the parties shall mutually agree upon in
         accordance with the AAA Commercial Arbitration Rules. All Disputes
         submitted to arbitration shall be resolved in accordance with the
         Federal Arbitration Act (Title 9 of the United States Code),
         notwithstanding any conflicting choice of law provision in any of the
         Loan Documents. The arbitration shall be conducted at a location in
         Texas selected by the AAA or other administrator. If there is any
         inconsistency between the terms hereof and any such rules, the terms
         and procedures set forth herein shall control. All statutes of
         limitation applicable to any Dispute shall apply to any arbitration
         proceeding. All discovery activities shall be expressly limited to
         matters directly relevant to the Dispute being arbitrated. Judgment
         upon any award rendered in an arbitration may be entered in any court
         having jurisdiction; provided however, that nothing contained herein
         shall be deemed to be a waiver by any party that is a bank of the
         protections afforded to it under 12 U.S.C. Section 91 or any similar
         applicable state law.

                  (c) No Waiver; Provisional Remedies, Self-Help and
         Foreclosure. No provision hereof shall limit the right of any party to
         exercise self-help remedies such as setoff, foreclosure against or
         sale of any real or personal property collateral or security, or to
         obtain provisional or ancillary remedies, including without limitation
         injunctive relief, sequestration, attachment, garnishment or the
         appointment of a receiver, from a court of competent jurisdiction
         before, after or during the pendency of any arbitration or other
         proceeding. The exercise of any such remedy shall not waive the right
         of any party to compel arbitration hereunder.

                                      65
   67

                  (d) Arbitrator Qualifications and Powers Awards. Arbitrators
         must be active members of the Texas State Bar with expertise in the
         substantive laws applicable to the subject matter of the Dispute.
         Arbitrators are empowered to resolve Disputes by summary rulings in
         response to motions filed prior to the final arbitration hearing.
         Arbitrators (i) shall resolve all Disputes in accordance with the
         substantive law of the state of Texas, (ii) may grant any remedy or
         relief that a court of the state of Texas could order or grant within
         the scope hereof and such ancillary relief as is necessary to make
         effective any award, and (iii) shall have the power to award recovery
         of all costs and fees, to impose sanctions and to take such other
         actions as they deem necessary to the same extent a judge could
         pursuant to the Federal Rules of Civil Procedure, the Texas Rules of
         Civil Procedure or other applicable law. Any Dispute in which the
         amount in controversy is $5,000,000 or less shall be decided by a
         single arbitrator who shall not render an award of greater than
         $5,000,000 (including damages, costs, fees and expenses). By
         submission to a single arbitrator, each party expressly waives any
         right or claim to recover more than $5,000,000. Any Dispute in which
         the amount in controversy exceeds $5,000,000 shall be decided by
         majority vote of a panel of three arbitrators; provided however, that
         all three arbitrators must actively participate in all hearings and
         deliberations.

                  (e) Judicial Review. Notwithstanding anything herein to the
         contrary, in any arbitration in which the amount in controversy
         exceeds $25,000,000, the arbitrators shall be required to make
         specific, written findings of fact and conclusions of law. In such
         arbitrations (i) the arbitrators shall not have the power to make any
         award which is not supported by substantial evidence or which is based
         on legal error, (ii) an award shall not be binding upon the parties
         unless the findings of fact are supported by substantial evidence and
         the conclusions of law are not erroneous under the substantive law of
         the state of Texas, and (iii) the parties shall have in addition to
         the grounds referred to in the Federal Arbitration Act for vacating,
         modifying or correcting an award the right to judicial review of (A)
         whether the findings of fact rendered by the arbitrators are supported
         by substantial evidence, and (B) whether the conclusions of law are
         erroneous under the substantive law of the state of Texas. Judgment
         confirming an award in such a proceeding may be entered only if a
         court determines the award is supported by substantial evidence and
         not based on legal error under the substantive law of the state of
         Texas.

                  (f) Miscellaneous. To the maximum extent practicable, the
         AAA, the arbitrators and the parties shall take all action required to
         conclude any arbitration proceedings within 180 days of the filing of
         the Dispute with the AAA. No arbitrator or other party to an
         arbitration proceeding may disclose the existence, content or results
         thereof, except for disclosures of information by a party required in
         the ordinary course of its business, by applicable law or regulations,
         or to the extent necessary to exercise any judicial review rights set
         forth herein. If more than one agreement for arbitration by or between
         the parties potentially applies to a Dispute, the arbitration
         provisions most

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         directly related to the Loan Documents or the subject matter of the
         Dispute shall control. This arbitration provision shall survive
         termination, amendment or expiration of any of the Loan Documents or
         any relationship between the parties.

         Section 13.15 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         Section 13.16 Severability. Any provision of this Agreement held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Agreement and the effect thereof shall be
confined to the provision held to be invalid or illegal.

         Section 13.17 Headings. The headings, captions, and arrangements used
in this Agreement are for convenience only and shall not affect the
interpretation of this Agreement.

         Section 13.18 Non-Application of Chapter 346 of Texas Credit Finance
Code. The provisions of Chapter 346 of the Texas Finance Code are specifically
declared by the parties hereto not to be applicable to this Agreement or any of
the other Loan Documents or to the transactions contemplated hereby.

         Section 13.19 Construction. The Borrower, the Agent, the Issuing Bank
and each Lender acknowledges that each of them has had the benefit of legal
counsel of its own choice and has been afforded an opportunity to review this
Agreement and the other Loan Documents with its legal counsel and that this
Agreement and the other Loan Documents shall be construed as if jointly drafted
by the parties hereto.

         Section 13.20 Independence of Covenants. All covenants hereunder
shall be given independent effect so that if a particular action or condition
is not permitted by any of such covenants, the fact that it would be permitted
by an exception to, or be otherwise within the limitations of, another covenant
shall not avoid the occurrence of a Default if such action is taken or such
condition exists.

         Section 13.21 Confidentiality. The Agent and each Lender (each, a
"Lending Party") agrees to keep confidential any information furnished or made
available to it by the Borrower pursuant to this Agreement that is marked
confidential; provided that nothing herein shall prevent any Lending Party from
disclosing such information (a) to any other Lending Party or any affiliate of
any Lending Party, or any officer, director, employee, agent, or advisor of any
Lending Party or affiliate of any Lending Party, (b) to any other Person if
reasonably incidental to the administration of the credit facility provided
herein, (c) as required by any law, rule, or regulation, (d) upon the order of
any court or administrative agency, (e) upon the request or demand of any
regulatory agency or authority, (f) that is or becomes available to the public
or that is or becomes available to any Lending Party other than as a result of
a disclosure by any

                                      67
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Lending Party prohibited by this Agreement, (g) in connection with any
litigation to which such Lending Party or any of its affiliates may be a party,
(h) to the extent necessary in connection with the exercise of any remedy under
this Agreement or any other Loan Document, and (i) subject to provisions
substantially similar to those contained in this Section, to any actual or
proposed participant or assignee.

1.1

1.2 Section WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND EXPRESSLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM
(WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO
ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY OR THE
ACTIONS OF THE AGENT, THE ISSUING BANK, OR ANY LENDER IN THE NEGOTIATION,
ADMINISTRATION, OR ENFORCEMENT THEREOF.

         Section 13.22 ENTIRE AGREEMENT. THIS AGREEMENT, THE NOTES, AND THE
OTHER LOAN DOCUMENTS REFERRED TO HEREIN REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES HERETO AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES
HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.

         Section 13.24 Limited Waiver. By execution of this Agreement, the
Required Lenders hereby waive the Specified Defaults and any Event of Default
which arose under the Existing Credit Agreement solely by reason of (a) the
execution of the Pay-Day Advance Loan Documents by the Borrower or any
Subsidiary and (b) modifications to those certain promissory notes described in
Section 6.1(l), such modifications to have been consummated on or before the
date hereof. Except as otherwise specifically provided for in this Section
13.24, nothing contained herein shall be construed as a waiver by the Lenders
of any covenant or provision of the Agreement, the other Loan Documents or of
any other contract or instrument among the Borrower, the Agent, the Issuing
Bank and the Lenders or any of them, and the failure of the Lenders at any time
or times hereafter to require strict compliance by the Borrower of any
provision thereof shall not waive, affect or diminish any right of Lenders to
thereafter demand strict compliance therewith. The Lenders hereby reserve all
rights granted under the Agreement, the other Loan Documents and any other
contract or instrument among the Borrower, the Agent, the Issuing Bank and the
Lenders, or any of them.

         Section 13.25 Amendment and Restatement; Release. This Agreement
amends and restates in its entirety the Existing Credit Agreement. The
execution of this Agreement and the other Loan Documents executed in connection
herewith does not extinguish the indebtedness outstanding in connection with
the Existing Credit Agreement nor does it constitute a novation with respect to
such indebtedness. THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE
HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR

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DEFENSES OR COUNTERCLAIMS TO ITS OR ANY OBLIGATED PARTIES' OBLIGATIONS UNDER THE
EXISTING CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE DOCUMENTATION
RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES. TO INDUCE THE AGENT, THE
ISSUING BANK AND THE LENDERS TO ENTER INTO THIS AGREEMENT, THE BORROWER AND, BY
THE EXECUTION OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, EACH OBLIGATED PARTY
WAIVES ANY AND ALL CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR
UNKNOWN, ARISING PRIOR TO THE DATE HEREOF AND HEREBY RELEASES THE AGENT, THE
LENDERS, THE ISSUING BANK AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS AND ATTORNEYS (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL
OBLIGATIONS, INDEBTEDNESS, LIABILITY, CLAIMS, RIGHTS, CAUSES OF ACTION OR
DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED WHICH THE
BORROWER OR ANY OBLIGATED PARTY EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE
AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF OR FROM OR IN
CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY DOCUMENTATION
RELATING TO THE DEPOSIT AND CASH MANAGEMENT SERVICES OR THE TRANSACTIONS
CONTEMPLATED THEREBY.

                  [Remainder of Page Intentionally Left Blank]

                                       69
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         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                      BORROWER:

                                      EZCORP, INC.

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

                                      Address for Notices:

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

                                      AGENT:

                                      WELLS FARGO BANK TEXAS, NATIONAL
                                          ASSOCIATION

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

                                      Address for Notices:

                                      Loan Adjustment Group MAC S4101-072
                                      100 West Washington, 7th Floor
                                      Phoenix, AZ  85003
                                      Fax No.: (602) 378-1148
                                      Telephone No.: (602)  378-7633
                                      Attention: Larry Clayton

                                      Address for Operational Notices:

                                      Wholesale Loan Services
                                      201 Third Street, 8th Floor
                                      San Francisco, CA 94103
                                      Fax No.: (415) 512-9048
                                      Telephone No.: (415) 477-5227
                                      Attention: Consultant

                                       70
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                                      with a copy to:

                                      Winstead, Sechrest & Minick, P.C.
                                      5400 Renaissance Tower
                                      1201 Elm Street
                                      Dallas, Texas 75270
                                      Fax No.: (214) 745-5390
                                      Telephone No.: (214) 745-5265
                                      Attention: T. Randall Matthews

                                      ISSUING BANK:

                                      WELLS FARGO BANK TEXAS, NATIONAL
                                         ASSOCIATION

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

                                      Address for Notices:

                                      Loan Adjustment Group MAC S4101-072
                                      100 West Washington, 7th Floor
                                      Phoenix, AZ  85003
                                      Fax No.: (602) 378-1148
                                      Telephone No.: (602) 378-7633
                                      Attention: Larry Clayton

                                      LENDERS:

                                      WELLS FARGO BANK TEXAS, NATIONAL
                                          ASSOCIATION

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

                                      Address for Notices and Applicable Lending
                                         Office:
                                      Loan Adjustment Group MAC S4101-072
                                      100 West Washington, 7th Floor
                                      Phoenix, AZ 85003
                                      Fax No.: (602) 378-1148
                                      Telephone No.: (602) 378-7633
                                      Attention: Larry Clayton

                                       71
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                                      BANK ONE, TEXAS, NATIONAL ASSOCIATION

                                      By:
                                         --------------------------------------
                                         Carl F. Shafer
                                         Vice President

                                      Address for Notices and Applicable Lending
                                         Office:

                                      P.O. Box 655415
                                      Dallas, TX 75265-5414
                                      Fax No.: (214) 290-2740
                                      Telephone No.: (214) 290-7490
                                      Attn: Carl F. Shafer

                                      and

                                      1717 Main Street, 4th Floor
                                      Dallas, TX  75201
                                      Fax No.: (214) 290-2740
                                      Telephone No.: (214) 290-7490
                                      Attn: Carl F. Shafer

                                       72

   74

                                      GUARANTY FEDERAL BANK, F.S.B.

                                      By:
                                         --------------------------------------
                                         Chris Harkrider
                                         Vice President

                                      Address for Notices and Applicable Lending
                                         Office:

                                      301 Congress Avenue, Suite 1500
                                      Austin, TX 78701
                                      Fax No.: (512) 320-1041
                                      Telephone No.: (512) 320-1205
                                      Attn: Chris Harkrider

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                                      COMERICA BANK-TEXAS

                                      By:
                                         ---------------------------------------
                                         Joe T. Gaydos
                                         Vice President

                                      Address for Notices and Applicable Lending
                                         Office:

                                      1508 West Mockingbird Lane
                                      Dallas, TX 75235
                                      Fax No.: (214) 589-4724
                                      Telephone No.: (214) 589-4707
                                      Attn: Joe T. Gaydos
                                            Mail Code 6510

                                       74
   76

                                      CHASE BANK OF TEXAS, NATIONAL ASSOCIATION

                                      By:
                                         --------------------------------------
                                         Bruce A. Shilcutt
                                         Title:
                                               --------------------------------

                                      Address for Notices and Applicable Lending
                                         Office:

                                      P.O. Box 2558
                                      Houston, TX 77252-8074
                                      Fax No.: (713) 216-2092
                                      Telephone No.: (713) 216-5162
                                      Attn: Bruce A. Shilcutt

                                       75
   77

         Guarantors hereby consent and agree to this Agreement 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.

                                        GUARANTORS:

                                        EZPAWN ALABAMA, INC.
                                        EZPAWN ARKANSAS, INC.
                                        EZPAWN COLORADO, INC.
                                        EZPAWN FLORIDA, INC.
                                        EZPAWN GEORGIA, INC.
                                        EZPAWN HOLDINGS, INC.
                                        EZPAWN INDIANA, INC.
                                        EZPAWN LOUISIANA, INC.
                                        EZPAWN 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:
                                                 ------------------------------
                                                 Daniel N. Tonissen
                                                 Senior Vice President

                                        TEXAS EZPAWN L.P.

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

                                                 By:
                                                    ---------------------------
                                                    Daniel N. Tonissen
                                                    Senior Vice President

                                       76
   78

                                INDEX TO EXHIBITS

EXHIBIT           DESCRIPTION OF EXHIBIT                                        SECTION
- -------           ----------------------                                        -------

A-1               Form of Master Credit Note                                    1.1, 2.4, 6.1(f)
A-2               Form of Swing Note                                            1.1, 2.9, 6.1(f)
B-1               Advance Request Form                                          1.1, 2.7, 6.2(a)
B-2               Letter of Credit Request Form                                 1.1, 3.2, 6.2(a)
C                 Form of Guaranty                                              1.1, 6.1(g)
D                 Form of Assignment and Acceptance                             1.1, 13.8
E                 Contribution and Indemnification Agreement                    1.1, 6.1(h)
F                 Form of Borrowing Base Report                                 8.1(g)

                               INDEX TO SCHEDULES

SCHEDULE          DESCRIPTION OF SCHEDULE                                       SECTION
- --------          -----------------------                                       -------
                                                                          
1.1(a)            Commitments                                                   1.1
1.1(b)            Existing LCs                                                  1.1
1.1(c)            Pay-Day Advance Loan Documents                                1.1
7.14              List of Subsidiaries                                          7.14
9.1               Existing Debt                                                 7.9, 9.1
9.2               Existing Liens                                                9.2(a)

                                       77
   1

                                  EZCORP, INC.

                                                                    EXHIBIT 22.1

               FORM 10-K FOR FISCAL YEAR ENDED SEPTEMBER 30, 1999

                          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.

   1
                                                                    EXHIBIT 23.1

                          CONSENT OF ERNST & YOUNG LLP

We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-63078) pertaining to the 1991 EZCORP, Inc. Stock Incentive
Plan and the Registration Statement (Form S-8 No. 33-63082) pertaining to the
EZCORP, Inc. 401(k) Plan of our report dated November 10, 2000, except for Note
H, as to which the date is December 15, 2000, 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, 2000.

                                                               ERNST & YOUNG LLP

Austin, Texas
December 22, 2000

 5

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEC FORM
10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

 1,000

                   12-MOS
                          SEP-30-2000
                             OCT-01-1999
                               SEP-30-2000
                                           3,126
                                         0
                                   55,545
                                         0
                                     35,660
                               110,577
                                         108,252
                                  47,122
                                 203,793
                           38,079
                                              0
                                0
                                          0
                                           121
                                     102,550
                   203,793
                                        139,924
                               197,399
                                           88,054
                                  213,213
                                     0
                                     0
                               6,201
                               (22,015)
                                   (3,785)
                           (18,230)
                                       0
                                      0
                                     (14,344)
                                  (32,574)
                                     (2.71)
                                   (2.71)