Exhibit 10.2

                             CONSULTING AGREEMENT

        THIS AGREEMENT IS SUBJECT TO MANDATORY AND BINDING ARBITRATION
        --------------------------------------------------------------

      This Consulting  Agreement  (the "Agreement')  is  entered into  as  of
 January 1, 2005 (the "Effective Date"), by and between First Cash  Financial
 Services, Inc. (the  "Company"), a  Delaware corporation,  and Phillip  Eric
 Powell (the "Consultant").

      WHEREAS, in his former capacity as Chief Executive Officer,  Consultant
 has been primarily responsible for building the company from  its inception,
 and has provided a significant contribution to the success of the Company;

      WHEREAS, Consultant has been an integral part of the Company  attaining
 fiscal/financial stability, and has been its primary guidance in determining
 the strategic vision of the Company;

      WHEREAS,  notwithstanding  the  success   of  the  Company  under   the
 stewardship of  Consultant, both  the  Company  and Consultant  believe that
 long-term succession  planning  in  the  leadership  of  the  Company  is  a
 necessary and desirable part of good  corporate governance, and in the  best
 interest of the Company and its shareholders;

      WHEREAS, both the Company and Consultant  believe that it is  therefore
 in the best  interest of the  Company and its  shareholders that  Consultant
 relinquish his role as Chief Executive Officer, but remain committed to  and
 involved in the Company's growth and strategic planning activities through a
 formalized, long-term consulting arrangement; and

      WHEREAS,  Consultant  was  employed  by  the  Company  pursuant  to  an
 employment  agreement  dated  September   30,  2000,  between  the   parties
 ("Employment Agreement"),  and  the  parties terminated  that  agreement  on
 December 30, 2004 and desire to enter into this consulting agreement so that
 the Company may benefit from the valuable advice, counsel, and participation
 of Consultant in future  years based on the  terms and conditions set  forth
 below.

      NOW,  THEREFORE,  in   consideration  of  the   mutual  covenants   and
 obligations hereinafter set forth, the parties agree as follows:

      1.  PREVIOUS EMPLOYMENT AGREEMENT.

      The parties terminated  the Employment Agreement on  December 30, 2004,
 and waived and released all rights they had under the  Employment  Agreement
 as of that date.  Accordingly, the Employment Agreement has no further force
 or effect.

      2.  INDEPENDENT CONTRACTOR.

      The Company  desires  to  contract for  Consultant's  services  in  his
 capacity as an independent contractor, according to the following terms  and
 conditions.

      3.  DUTIES.

      The Consultant will serve and be responsible to the Board  of Directors
 of the Company ("Board"). Under the  direction of the Board, the  Consultant
 shall perform  such  duties, and  have  such powers,  authority,  functions,
 duties and responsibilities  for the Company  and  other entities affiliated
 with the  Company as  may be  determined from  time to  time by  the  Board.
 However, the Consultant shall determine the means and methods to perform his
 duties under  this Agreement.  The Board  shall not  control the  means  and
 methods of Consultant in fulfilling his duties under this Agreement.

      4.  TERM OF ENGAGEMENT.

      The term of engagement of Consultant shall begin on January 1, 2005 and
 continue through December 31, 2014, subject to the provisions of Section  9.
 The term of the Consultant's engagement hereunder shall commence on  January
 1, 2005.

      5.  EXTENT OF SERVICES.

      Subject to the provisions of section  12, the Consultant may engage  in
 any other  business  related  activities,  as  well  as  appropriate  civic,
 charitable, professional or trade association  activities, and serve on  one
 or more other boards of directors  of public or private companies,  provided
 these  activities  do  not  interfere   or  conflict  materially  with   the
 Consultant's duties and responsibilities to the Company.

      6.  NO FORCED RELOCATION.

      The Consultant shall  not be required  to move his  principal place  of
 residence from the Arlington, Texas area  or to perform regular duties  that
 could reasonably be expected to require either such move against his wish or
 to spend amounts of time each  week outside the Arlington, Texas area  which
 are unreasonable  in relation  to the  duties  and responsibilities  of  the
 Consultant hereunder,  and  the Company  agrees  that, if  it  requests  the
 Consultant to make such a move and the Consultant declines that request, (a)
 that declination shall  not constitute any  basis for a  termination of  the
 Consultant's engagement  and (b)  no animosity  or  prejudice will  be  held
 against Consultant.

      7.  COMPENSATION.

      (a) ANNUAL COMPENSATION RATE.

      Annual compensation shall be payable to  the Consultant by the  Company
 as a guaranteed minimum amount under  this Agreement  for each calendar year
 during  the  period from  January 1, 2005  to the  termination date  of  the
 Consultant's Engagement. That annual compensation shall (i) accrue daily  on
 the basis of a 365 year, (ii) be payable to the Consultant in the  intervals
 no less frequently than monthly, and  (iii) be payable beginning  January 1,
 2005 at an annual rate of $500,000.

      (b) MISCELLANEOUS.

      (i)  The Company shall supply Consultant  with an automobile, the  make
 and model of which is subject to the approval of the Board, and the  Company
 shall be responsible for all expenses related thereto throughout the term of
 this Agreement.

      (ii)  In  consideration  and  in support  of Consultant's duties  under
 this Agreement,  which  also  include fostering  the  goodwill,  growth  and
 earnings of the Company, the Company shall pay for a private club membership
 for Consultant, for  such amount as  is reasonable taking  into account  the
 powers, authority,  functions, duties  and responsibilities  of  Consultant,
 subject to approval of the Board.

      (iii)  Consultant  acknowledges that  he shall be responsible  for  any
 and all  income  and self-employment  taxes  (including federal,  state  and
 local) resulting from compensation received  (in cash and in-kind)  pursuant
 to this Agreement.  This  includes,  without limitation, all federal,  state
 and local taxes on income and,  social security & Medicare taxes  applicable
 to income earned in his role as Consultant.

      (iv) The Consultant shall  be entitled to  prompt reimbursement of  all
 reasonable business  expenses incurred  by him  in  the performance  of  his
 duties during  the term  of this  Agreement, subject  to the  presenting  of
 appropriate vouchers and receipts in accordance with the Company's policies.

      8.  OTHER BENEFITS.

      (a) HEALTH INSURANCE.

      The Company shall pay all health insurance premiums for Consultant  and
 his spouse under the Company's health insurance program or a policy from  an
 independent third party carrier until they attain the age 65, respectively.

      (b) LIFE INSURANCE.

      For the term of  this Agreement, the Company  will provide, at its  own
 expense, term life insurance benefits under two separate policies, the first
 of which,  naming the  Company as  beneficiary, shall  be at  the  Company's
 option. The first policy shall designate the Company as the  beneficiary and
 loss payee. This policy  shall be procured  at the option  of the Board  and
 shall have an amount of  coverage, which shall be  at the discretion  of the
 Board. The second  policy shall  be in  the amount  of $4  million  with the
 beneficiary and loss payee designated by the Consultant.

      9.  TERMINATION.

      The Consultant's Engagement  hereunder may be  terminated prior to  the
 term provided for in Section 4 only under the following circumstances:

      (a) DEATH.

      The Consultant's Engagement shall  terminate automatically on the  date
 of his death.

      (b) DISABILITY.

      If a Disability occurs and  is continuing, the Consultant's  Engagement
 shall terminate  180 days  after the  Company gives  the Consultant  written
 notice that  it intends  to  terminate his  Engagement  on account  of  that
 Disability, or on such later date  as the Company specifies in such  notice.
 If the Consultant resumes the performance of substantially all of his duties
 under this Agreement before the termination becomes effective, the notice of
 intent to terminate  shall be  deemed to  have been  revoked. Disability  of
 Consultant shall  not  prevent the  Company  from making  necessary  changes
 during the period of Consultant's Disability to conduct its affairs.

      (c) VOLUNTARY TERMINATION.

      The Consultant may  terminate his Engagement  at any  time and  without
 Good Cause with 90 days' prior written notice to the Company.

      (d) TERMINATION FOR GOOD CAUSE.

      The Consultant may terminate his Engagement for Good Cause at any  time
 within 180 days (90 days if the Good Cause is the occurrence of a Change  of
 Control) after the Consultant becomes consciously  aware that the facts  and
 circumstances  constituting  Good  Cause exist and are continuing, by giving
 the Company 30 days' prior written notice  that the  Consultant  intends  to
 terminate his  Engagement  for Good  Cause,  which notice  will  state  with
 specificity the basis  for Consultant's contention  that Good Cause  exists;
 provided, however, that  if Consultant terminates  for Good Cause  due to  a
 Change in Control, the  Change in Control must  actually occur. A Change  in
 Control will not  be deemed to  have actually occurred  merely because  of a
 pending or  possible event.  The Consultant  shall not  have Good  Cause  to
 terminate his Engagement solely by reason  of the occurrence of a Change  in
 Control until 90 days after the date such Change in Control actually occurs.
 The  Consultant  may  not  terminate  for  Good  Cause  if  the  facts   and
 circumstances constituting Good Cause are substantially cured by the Company
 within 30 days following notice to the Company.

      (e) INVOLUNTARY TERMINATION.

      The Consultant's Engagement is at will. The Company reserves the  right
 to terminate  the Consultant's  Engagement  at anytime  whatsoever,  without
 cause, with 30 days' prior written notice to the Consultant.

      (f) INVOLUNTARY TERMINATION FOR CAUSE.

      The Company reserves the right to terminate the Consultant's Engagement
 for Cause. In the event that the Company determines that Cause exists  under
 Section 11(f)(i) for  the termination  of the  Consultant's Engagement,  the
 Company shall provide in writing (the "Notice of Cause"), the basis for that
 determination and the manner, if any, in which the breach or neglect can  be
 cured. If  either the  Company has  determined that  the breach  or  neglect
 cannot be cured, as  set forth in the  Notice of Cause,  or has advised  the
 Consultant in the  Notice of  Cause of  the manner  in which  the breach  or
 neglect can be cured, but the Consultant fails to substantially effect  that
 cure within 60 days after  his receipt of the  Notice of Cause, the  Company
 shall be entitled  to give the  Consultant written notice  of the  Company's
 intention to terminate  Consultant's Engagement  for Cause  (the "Notice  of
 Intent to Terminate").  Consultant shall  have the  right to  object to  any
 Notice  of  Intent  to  Terminate  Consultant's  Engagement  for  Cause,  by
 furnishing the  Company within  ten days  of receipt  by Consultant  of  the
 Notice of Intent  to Terminate  Consultant's Engagement  for Cause,  written
 notice specifying the  reasons Consultant  contends either  (i) Cause  under
 Section 11(f)(i) does  not exist or  has been timely  cured or  (ii) in  the
 circumstance of a Notice of Intent to Terminate Consultant's Engagement  for
 Cause under Section 11(f)(ii), that such  Cause does not exist (the  "Notice
 of Intent to Join  Issue over Cause"). The  failure of Consultant to  timely
 furnish the Company with a Notice of  Intent to Join Issue over Cause  shall
 serve to  conclusively  establish Cause  hereunder,  and the  right  of  the
 Company to terminate the Consultant's Engagement  for Cause. Within 30  days
 following its receipt of a timely Notice of Intent to Join Issue Over Cause,
 the Company  must either  rescind  the Notice  of  Intent to  Terminate  the
 Consultant's Engagement  for Cause,  or file  a  demand for  arbitration  in
 accordance with Section 25, to determine whether the Company is entitled  to
 terminate Consultant's  Engagement for  Cause. During  the pendency  of  the
 arbitration proceeding, and  until such time  as Consultant's Engagement  is
 terminated, Consultant shall be entitled to receive Compensation under  this
 Agreement. In the discretion  of the Board, however,  the Consultant may  be
 reassigned or  suspended with  pay,  during not  only  the pendency  of  the
 arbitration proceeding,  but during  the period  from the  date the  Company
 furnishes Consultant with a Notice of  Intent to Terminate the  Consultant's
 Engagement for  Cause  until  such  date  as  the  notice  is  rescinded,  a
 determination  that  Cause  does  not  exist  is  made  in  the  arbitration
 proceeding or in the event of a  determination that Cause does exist in  the
 arbitration  proceeding,   the  effective   date  of   the  termination   of
 Consultant's Engagement for Cause. In the event that the Company  determines
 that Cause  exists  under  Section 11(f)(ii)  for  the  termination  of  the
 Consultant's  Engagement,  it  shall  be  entitled  to  immediately  furnish
 Consultant with  a Notice  of Intent  to Terminate  Consultant's  Engagement
 without providing a Notice of Cause or any opportunity prior to that  notice
 to  contest  that  determination.   Any  termination  of  the   Consultant's
 Engagement for  Cause  pursuant to  this  Section 9(f)  shall  be  effective
 immediately upon the Consultant's receipt of the Company's written notice of
 that termination and the Cause therefore.

      (g) TERMINATION AT CONCLUSION OF TERM.

      At the expiration  of the term  of engagement as  stated in Section  4,
 Consultant's engagement will automatically terminate.

      10.  TERMINATION PAYMENTS.

      Unless effected under Section 9(g),  if the Consultant's Engagement  is
 terminated during  the  term of  this  Agreement, the  Consultant  shall  be
 entitled to receive termination payments as follows:

      (a) If the  Consultant's Engagement is  terminated under Section  9(a),
 (b),  (d),  or  (e),  the  Company  will  pay  or cause  to be  paid to  the
 Consultant (or,  in  the case  of  a  termination under  Section  9(a),  the
 beneficiary the  Consultant has  designated in  writing  to the  Company  to
 receive payment pursuant to  this Section 10(a) or,  in the absence of  such
 designation, the Consultant's  estate): (i) the  Accrued Compensation;  (ii)
 the Reimbursable Expenses; and (iii) the Termination Benefit.

      (b) If the Consultant's Engagement is terminated under Section 9(c)  or
 (f) the Company  will pay or  cause to be  paid to the  Consultant: (i)  the
 Accrued Compensation determined as  of and through  the termination date  of
 the Consultant's Engagement; and (ii) the Reimbursable Expenses.

      (c) Any payments to which the Consultant (or his designated beneficiary
 or estate, if Section 9(a) applies) is entitled pursuant to paragraph (i) of
 subsection (a) of this Section 10 or paragraph (i) of subsection (b) of this
 Section 10, as applicable, will be paid  in a single lump sum within  thirty
 days after the termination date of the Consultant's Engagement. At the  sole
 option and  election of  the Consultant  (or his  designated beneficiary  or
 estate, if Section  9(a) applies), which  election shall be  made within  30
 days of the termination  of Consultant's Engagement,  the Company shall  pay
 the Consultant the Termination Benefit, if  at all, (1) in  a lump sum on  a
 present value  basis;  (2)  on a  semi-monthly  basis  (as  if  Consultant's
 engagement had continued), or  (3) on such  other periodic basis  reasonably
 requested by Consultant (or his designated beneficiary or estate, if Section
 9(a) applies),  in  which  event,  the payments  will  be discounted  to the
 extent  the  periodic  basis  selected  by  Consultant  (or  his  designated
 beneficiary  or  estate,  if Section  9(a)  applies)  results  in an earlier
 payout  to  Consultant  (or  his  designated  beneficiary   or   estate,  if
 Section 9(a) applies) than if Consultant were paid on a semi-monthly  basis.
 The Company shall be given credit for all life proceeds paid to Consultant's
 designated  beneficiary  or  estate  on  any policy  procured,  paid  for or
 reimbursed by  the Company  pursuant  to this  Agreement (up  to  $4 million
 in  the  case  of  life  insurance).  Upon the failure of the  Consultant to
 timely make  an election  as  provided  herein,  such  option  and  election
 shall revert  to the  Company.  However, if  Section  9(a) applies  and  the
 Consultant's designated beneficiary or estate is the  beneficiary of one  or
 more insurance policies  purchased by  the Company  and then  in effect  the
 proceeds of  which  are  payable  to  that  beneficiary  by  reason  of  the
 Consultant's death, then  (i) the  Company, at  its option,  may credit  the
 amount of  those  proceeds,  as  and  when  paid  by  the  insurer  to  that
 beneficiary, against  the  payment  to  which  the  Consultant's  designated
 beneficiary or estate is entitled pursuant  to paragraph (iii) of subsection
 (a) of this Section 10  and, if it exercises  that option, (ii) the  payment
 otherwise due pursuant  to that  paragraph (iii) will bear  interest on  the
 outstanding balance  thereof from  and including  the fifth  day after  that
 termination date to the date of  payment by the insurer to that  beneficiary
 at the rate of interest specified in  Section 30. Any payments to which  the
 Consultant (or  his  designated  beneficiary  or  estate,  if  Section  9(a)
 applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a)
 or (b) of this Section 10, as applicable, will be paid in a single lump  sum
 within five days after the termination  date of the Consultant's  Engagement
 or as  soon  thereafter  as  is  administratively  feasible,  together  with
 interest accrued  thereon  from  and including  the  fifth  day  after  that
 termination date to the date of payment at the rate of interest specified in
 Section 30.

      (d) Except as provided in Sections 13, 23 and this Section, the Company
 will have no payment obligations under this Agreement to the Consultant  (or
 his designated beneficiary  or estate, if  Section 9(a)  applies) after  the
 termination date of the Consultant's Engagement.

      11.  DEFINITION OF TERMS.

      The following terms used in this Agreement when capitalized shall  have
 the following meanings:

      (a) ACCRUED COMPENSATION.

      "Accrued Compensation" shall  mean the compensation  that has  accrued,
 and the compensation that would accrue through and including the last day of
 the pay period in which the termination date of the Consultant's  Engagement
 occurs, under Section 7(a), which has not been paid to the Consultant as  of
 that termination date.

      (b) ACQUIRING PERSON.

      "Acquiring Person" shall mean  any person who  or which, together  with
 all Affiliates and Associates of such person, is or are the Beneficial Owner
 of 50 percent or more  of the shares of  Common Stock then outstanding,  but
 does not include any Exempt Person;  provided, however, that a person  shall
 not be  or become  an Acquiring  Person if  such person,  together with  its
 Affiliates and Associates, shall become the  Beneficial Owner of 50  percent
 or more of the shares of Common Stock then outstanding solely as a result of
 a reduction in the number of shares  of Common Stock outstanding due to  the
 repurchase of Common  Stock by the  Company, unless and  until such time  as
 such person or any Affiliate or  Associate of such person shall purchase  or
 otherwise become the Beneficial Owner of  additional shares of Common  Stock
 constituting 1% or more  of the then outstanding  shares of Common Stock  or
 any other person (or  persons) who is (or  collectively are) the  Beneficial
 Owner of  shares  of  Common Stock  constituting  1%  or more  of  the  then
 outstanding shares of Common Stock shall become an Affiliate or Associate of
 such person, unless,  in either such  case, such person,  together with  all
 Affiliates and Associates of such person,  is not then the Beneficial  Owner
 of 50% or more of the shares of Common Stock then outstanding.

      (c) AFFILIATE.

      "Affiliate" has  the meaning  ascribed  to that  term  in Rule  405  of
 Regulation C.

      (d) ASSOCIATE.

      "Associate"  shall  mean,  with  reference  to  any  person,  (i)   any
 corporation, firm, partnership, association, unincorporated organization  or
 other entity (other  than the  Company or a  subsidiary of  the Company)  of
 which that person is  an officer or general  partner (or officer or  general
 partner of a general partner) or is, directly or indirectly, the  Beneficial
 Owner of 10% or more of any class  of its equity securities, (ii) any  trust
 or other estate in which that  person has a substantial beneficial  interest
 or for or of which that person serves  as trustee or in a similar  fiduciary
 capacity and (iii) any relative or spouse of that person, or any relative of
 that spouse, who has the same home as that person.

      (e) BENEFICIAL OWNER.

      A specified person shall be deemed the "Beneficial Owner" of, and shall
 be deemed to "beneficially own," any securities: (i) of which that person or
 any of that person's  Affiliates or Associates,  directly or indirectly,  is
 the "beneficial  owner" (as  determined pursuant  to  Rule l3d-3  under  the
 Securities Exchange  Act  of  1934, as  amended  (the  "Exchange  Act"),  or
 otherwise has the  right to vote  or dispose of,  including pursuant to  any
 agreement,  arrangement  or  understanding  (whether  or  not  in  writing);
 provided, however, that a person shall not be deemed the "Beneficial  Owner"
 of, or to "beneficially own," any security under this subparagraph (i) as  a
 result of an agreement, arrangement or  understanding to vote that  security
 if that agreement, arrangement  or understanding: (A)  arises solely from  a
 revocable proxy  or consent  given in  response to  a public  (that is,  not
 including a solicitation exempted by Exchange Act Rule 14a-2(b)(2)) proxy or
 consent  solicitation  made  pursuant  to,  and  in  accordance  with,   the
 applicable provisions of the Exchange Act; and (B) is not then reportable by
 such person on  Exchange Act Schedule  13D (or any  comparable or  successor
 report); (ii)  which that  person  or any  of  that person's  Affiliates  or
 Associates, directly or indirectly, has the  right or obligation to  acquire
 (whether that right or obligation is exercisable or effective immediately or
 only after the passage of  time or the occurrence  of an event) pursuant  to
 any agreement, arrangement or understanding (whether  or not in writing)  or
 on the  exercise  of  conversion  rights,  exchange  rights,  other  rights,
 warrants or options, or  otherwise; provided, however,  that a person  shall
 not  be  deemed  the  "Beneficial  Owner"  of,  or  to  "beneficially  own,"
 securities tendered pursuant  to a  tender or  exchange offer  made by  that
 person or any of that person's Affiliates or Associates until those tendered
 securities are  accepted  for  purchase or  exchange;  or  (iii)  which  are
 beneficially owned, directly or indirectly, by (A) any other person (or  any
 Affiliate or Associate thereof)  with which the specified  person or any  of
 the  specified  person's  Affiliates   or  Associates  has  any   agreement,
 arrangement or understanding (whether or not in writing) for the purpose  of
 acquiring, holding, voting (except pursuant to a revocable proxy or  consent
 as described  in the  proviso to  subparagraph (i)  of this  definition)  or
 disposing of any voting securities of the Company or (B) any group (as  that
 term is used in Exchange Act Rule 1 3d-5(b)) of which that specified  person
 is a member; provided, however, that nothing in this definition shall  cause
 a person  engaged in  business as  an underwriter  of securities  to be  the
 "Beneficial Owner" of,  or to  "beneficially own,"  any securities  acquired
 through that  person's participation  in good  faith  in a  firm  commitment
 underwriting until  the  expiration  of  40 days  after  the  date  of  that
 acquisition. For  purposes  of this  Agreement,  "voting" a  security  shall
 include voting, granting  a proxy,  acting by  consent making  a request  or
 demand relating to corporate action (including, without limitation,  calling
 a stockholder  meeting) or  otherwise giving  an authorization  (within  the
 meaning of Section 14(a) of the Exchange Act) in respect of such security.

      (f) CAUSE.

      "Cause" shall mean that  the Consultant has  (i) willfully breached  or
 habitually neglected (otherwise  than by reason  of injury,  or  physical or
 mental  illness,  or  any  disability  as  defined  by  the  Americans  with
 Disabilities Act of 1990,  Public Law 101336, 42  U.S.C.A. S 12101 et  seq.)
 material duties which  he was required  to perform under  the terms  of this
 Agreement, or (ii) committed and been  charged with act(s) of dishonesty  or
 fraud.

      (g) CHANGE OF CONTROL.

      "Change of Control" shall mean the occurrence of the following  events:
 (i) any person or entity  becomes an Acquiring Person,  or (ii) a merger  of
 the Company with or  into, or a sale  by the Company  of its properties  and
 assets substantially as an  entirety to, another person  or entity; (iii)  a
 majority of  the  incumbent board  of  directors  cease for  any  reason  to
 constitute at least a majority of the Board; and (iv) immediately after  the
 occurrence of (i), (ii) or (iii) above, any person or entity, other than  an
 Exempt Person, together with all Affiliates and Associates of such person or
 entity, shall be the  Beneficial Owner of  50% or more  of the total  voting
 power of  the  then  outstanding  Voting Shares  of  the  person  or  entity
 surviving that transaction (in  the case or a  merger or consolidation),  or
 the person or entity acquiring those properties and assets substantially  as
 an entirety.

      (h) COMPANY.

      "Company" shall  mean  (i)  First  Cash  Financial  Services,  Inc.,  a
 Delaware corporation,  and  (ii)  any person  or  entity  that  assumes  the
 obligations of "the  Company" hereunder, by  operation of  law, pursuant  to
 Section 16 or otherwise.

      (i) DISABILITY.

      "Disability"  shall   mean  that   the  Consultant,   with   reasonable
 accommodation, has been unable  to perform his  essential duties under  this
 Agreement for a period of at least six consecutive months as a result of his
 incapacity due to injury  or physical or mental  illness, any disability  as
 defined by the Americans with Disabilities Act of 1990, Public Law 101  336,
 42 U.S.C.A. S 12101 et seq.

      (j) ENGAGEMENT.

      "Engagement" shall mean the compensated service provided by  Consultant
 as an independent contractor to the  Company or a subsidiary of the  Company
 hereunder.

      (k) GOOD CAUSE.

      "Good Cause" for the Consultant's  termination of his Engagement  shall
 mean: (i) any decrease in the Annual Compensation Rate under Section 7(a) or
 any other violation hereof in any material respect by the Company; (ii)  any
 material  reduction  in  the  Consultant's  compensation  under   Section 7;
 (iii)  the  assignment  to  the  Consultant of  duties  inconsistent  in any
 material respect with  the Consultant's  then  current positions  (including
 status,  offices,  titles  and  reporting  requirements), authority,  duties
 or responsibilities  or  any  other  action  by  the  Company  which results
 in  a material   diminution  in  those   positions,  authority,  duties   or
 responsibilities; (iv) any unapproved relocation  of the Consultant;  or (v)
 the occurrence of a  Change of Control.  Good Cause shall  not exist if  the
 Company cures within the period prescribed herein.

      (l) REIMBURSABLE EXPENSES.

      "Reimbursable  Expenses"  shall  mean  the  expenses  incurred  by  the
 Consultant on or prior to the  termination date of his Engagement which  are
 to be reimbursed  to the Consultant  under Section 7(b)  and which  have not
 been reimbursed to the Consultant as of that date.

      (m) TERMINATION BENEFIT.

      "Termination Benefit" shall  mean all Compensation  provided for  under
 Section 7 through the remainder of  the Consultant's term of engagement,  it
 being the parties' intent that, except for a termination under  Section 9(c)
 or  (f),  the Consultant shall receive  all  Compensation as if his term  of
 engagement continued as provided for under Section 4.

      12.  COVENANTS NOT TO COMPETE.

      (a)  Consultant's Acknowledgment.  Consultant agrees  and  acknowledges
 that in order to assure the Company that it will retain its value as a going
 concern, it  is  necessary that  Consultant  undertake not  to  utilize  his
 special knowledge of the business and  his relationships with customers  and
 suppliers to compete with the Company. Consultant further acknowledges that:

           (i)  The Company  is  and  will be  engaged  in  the  business  of
                pawnshop services,  payday loan  services and  check  cashing
                services;

           (ii) Consultant will  occupy a  position of  trust and  confidence
                with the Company  prior to the  date of  this agreement  and,
                during such  period and  Consultant's engagement  under  this
                agreement, Company's trade secrets and with other proprietary
                and confidential information concerning the Company;

           (iii) The  agreements  and  covenants  contained  in this  Section
                14 are essential to protect the  Company and the goodwill  of
                the business; and

           (iv) Consultant's engagement with the Company has special,  unique
                and extraordinary value to the Company and the Company  would
                be irreparably damaged if Consultant were to provide services
                to any person  or entity in  violation of  the provisions  of
                this agreement.

      (b)  Company's Acknowledgement. The Company hereby acknowledges that it
 will provide  Consultant  with  confidential and  trade  secret  information
 relating to  the operation  of the  Company's  business, including  but  not
 limited to, customer lists, operating manuals, and financing operations.

      (c)  Competitive Activities. Consultant hereby agrees that for a period
 commencing on  January 1, 2005 and  ending one year  following the later  of
 (i) termination of  Consultant's engagement  with the  Company for  whatever
 reason, and (ii)  the conclusion  of the period,  if any,  during which  the
 Company  is  making  payments  to  Consultant,  he  will  not,  directly  or
 indirectly, as  employee,  agent,  consultant,  stockholder,  director,  co-
 partner  or  in  any  other  individual  or representative   capacity,  own,
 operate, manage, control, engage in, invest in or participate in any  manner
 in, act as  a consultant or  advisor to, render  services for  (alone or  in
 association with  any person,  firm, corporation  or entity),  or  otherwise
 assist any person  or entity  (other than the  Company) that  engages in  or
 owns, invests in, operates,  manages or controls  any venture or  enterprise
 that directly or indirectly engages or proposes in engage in the business of
 pawnshops, check cashing services, payday loan  services or  proposes to  in
 engage in  the  business  of  the  distribution  or  sale  of  (i)  products
 distributed, sold or licensed by the Company or   services provided  by  the
 Company at the time of termination or (ii) products or services proposed  at
 the time of such termination to  be distributed, sold, licensed or  provided
 by the  Company within  50 miles  of  any of  the Company's  locations  (the
 "Territory"); provided,  however, that  nothing  contained herein  shall  be
 construed to prevent Consultant from investing in the stock of any competing
 corporation listed on a national securities exchange or traded in the  over-
 the-counter market, but only if Consultant  is not involved in the  business
 of said corporation and  if Consultant and his  associates (as such term  is
 defined in Regulation 14(A) promulgated under the Securities Exchange Act of
 1934, as in effect on the date  hereof), collectively, do not own more  than
 an aggregate of two percent of  the stock of such corporation.  With respect
 to the Territory, Consultant specifically acknowledges that the Company  has
 conducted the business throughout those  areas comprising the  Territory and
 the Company  intends  to continue  to  expand the  business  throughout  the
 Territory.

      (d)  Blue Pencil. If an arbitrator shall at any time deem the terms  of
 this agreement or any restrictive covenant too lengthy or the Territory  too
 extensive, the other provisions of this section 14 shall nevertheless stand,
 the restrictive period shall be deemed to be the longest period  permissible
 by law under the circumstances and the Territory shall be deemed to comprise
 the largest  territory  permissible  by law  under  the  circumstances.  The
 arbitrator in  each  case shall  reduce  the restricted  period  and/or  the
 Territory to permissible duration or size.

      (e) Non-Solicitation of Employees. Consultant agrees that while engaged
 as a consultant  by  the Company  and  for  one year after the  cessation of
 the  Consultant's  engagement for  whatever reason,  the Consultant will not
 recruit, hire or attempt to recruit or hire, directly or assisted by others,
 any other  employee of  the Company  with whom  the Consultant  had  contact
 during the Consultant's  engagement with the  Company. For  the purposes  of
 this paragraph  "contact"  means  any  interaction  whatsoever  between  the
 Consultant and the other employee.

      (f) Non-Solicitation of Customers. Consultant agrees that while engaged
 by the Company as a consultant and for  one year after the cessation of  the
 Consultant's  engagement  for  whatever  reason,  the  Consultant  will  not
 directly or  indirectly, for  himself  or on  behalf  of any  other  person,
 partnership, company, corporation  or other  entity, solicit  or attempt  to
 solicit, for the purpose of engaging in competition with the Company,

           (i)  Any person or entity whose account was serviced by Consultant
           at the Company; or

           (ii) Any person or  entity who is  or has been  a customer of  the
           Company prior to Consultant's termination; or

           (iii)   Any  person  or  entity  the  Company   has  targeted  and
           contacted prior  to Consultants  termination  for the  purpose  of
           establishing a customer relationship.

      Consultant agrees that these restrictions are necessary to protect  the
 Company's legitimate business  interests, and Consultant  agrees that  these
 restrictions will not prevent Consultant from earning a livelihood.

      l3.  TAX INDEMNITY.

      Should  any  of  the  payments  of  compensation,  other  incentive  or
 supplemental   compensation,   benefits,   allowances,   awards,   payments,
 reimbursements or other perquisites, or any  other payment in the nature  of
 compensation, singularly, in any combination or  in the aggregate, that  are
 provided for hereunder to be paid to or for the benefit of the Consultant be
 determined or alleged  to be  subject to an  excise or  similar purpose  tax
 pursuant to Section 4999 of the  Code, or any successor or other  comparable
 federal, state or  local tax law  by reason of  being a "parachute  payment"
 (within the  meaning of  Section 2800  of the  Code), the  parties agree  to
 negotiate in good faith  changes to this Agreement  necessary to avoid  such
 excise  or   similar   purpose   tax,   without   diminishing   Consultant's
 compensation,  other  incentive  or  supplemental  compensation,   benefits,
 allowances, awards, payments,  reimbursements or other  perquisites, or  any
 other payment  in the  nature of  compensation. Alternatively,  the  Company
 shall pay to  the Consultant such  additional compensation  as is  necessary
 (after taking into account all federal, state and local taxes payable by the
 Consultant as a result  of the receipt of  such additional compensation)  to
 place the  Consultant in  the same  after-tax position  (including  federal,
 state and local taxes) he would have been  in had no such excise or  similar
 purpose tax (or interest  or penalties thereon) been  paid or incurred.  The
 Company hereby agrees to pay such additional compensation within the earlier
 to occur of (i) five business days after the Consultant notifies the Company
 that the Consultant intends  to file a tax  return taking the position  that
 such excise or  similar purpose  tax is  due and  payable in  reliance on  a
 written opinion of  the Consultant's  tax counsel  (such tax  counsel to  be
 chosen solely by the Consultant) that it  is more likely than not that  such
 excise tax is due and payable or (ii) 24 hours of any notice of or action by
 the Company that it intends to take the position that such excise tax is due
 and payable. The costs of obtaining  the tax counsel opinion referred to  in
 clause (i) of the preceding sentence shall  be borne by the Company, and  as
 long as such tax  counsel was chosen  by the Consultant  in good faith,  the
 conclusions reached in such opinion shall  not be challenged or disputed  by
 the Company. If the Consultant intends  to make any payment with respect  to
 any such excise or similar purpose tax as  a result of an adjustment to  the
 Consultant's tax liability by any federal, state or local tax authority, the
 Company will pay  such additional compensation  by delivering its  cashier's
 check payable in  such amount to  the Consultant within  five business  days
 after the Consultant  notifies the  Company of  his intention  to make  such
 payment. Without  limiting  the obligation  of  the Company  hereunder,  the
 Consultant agrees, in the event the Consultant makes any payment pursuant to
 the preceding sentence,  to negotiate with  the Company in  good faith  with
 respect to procedures reasonably requested by the Company which would afford
 the Company the ability to contest the imposition of such excise or  similar
 purpose tax; provided, however, that the Consultant will not be required  to
 afford the Company any right to contest the applicability of any such excise
 or similar  purpose  tax  to  the  extent  that  the  Consultant  reasonably
 determines (based upon the opinion of his tax counsel) that such contest  is
 inconsistent with the overall tax interests of the Consultant.

      14.  LOCATIONS OF PERFORMANCE.

      The Consultant's services shall be performed primarily in the  vicinity
 of Arlington, Texas. The parties  acknowledge, however, that the  Consultant
 will be required to travel in connection with the performance of his duties.

      l5.  PROPRIETARY INFORMATION.

      (a) The Consultant agrees to comply  fully with the Company's  policies
 relating to non-disclosure  of the Company's  trade secrets and  proprietary
 information and processes. Without limiting the generality of the foregoing,
 the Consultant will  not, during the  term of his  Engagement, disclose  any
 such secrets, information  or processes  to any  person, firm,  corporation,
 association or other entity for any  reason or purpose whatsoever except  as
 may be required by  law or governmental agency  or legal process, nor  shall
 the Consultant make use of any such property for his own purposes or for the
 benefit of any person, firm, corporation or other entity (except the Company
 or any of its subsidiaries) under any circumstances during or after the term
 of his  Engagement, provided  that after  the term  of his  Engagement  this
 provision shall not  apply to secrets,  information and  processes that  are
 then in the public domain (provided that the Consultant was not responsible,
 directly or indirectly, for such secrets, information or processes  entering
 the public domain without the Company's consent).

      (b) The Consultant hereby sells, transfers  and assigns to the  Company
 all the entire right,  title and interest  of the Consultant  in and to  all
 inventions,  ideas,  disclosures  and  improvements,  whether  patented   or
 unpatented, and copyrightable material, to the  extent made or conceived  by
 the Consultant  solely  or jointly  with  others  during the  term  of  this
 Agreement The  Consultant shall  communicate promptly  and disclose  to  the
 Company, in such form as the Company requests, all information, details  and
 data pertaining to the aforementioned and, whether during the term hereof or
 thereafter, the Consultant  shall execute and  deliver to  the Company  such
 formal transfers and assignments and such other papers and documents as  may
 be required of the  Consultant to permit the  Company to file and  prosecute
 any patent applications relating to same and, as to copyrightable  material,
 to obtain copyright thereon.

      (c) Trade secrets, proprietary information  and processes shall not  be
 deemed to include information which is:  (i) known to the Consultant at  the
 time it is disclosed to him; (ii) publicly known (or becomes publicly known)
 without the fault or negligence of  Consultant; (iii) received from a  third
 party without  restriction  and  without  breach  of  this  Agreement;  (iv)
 approved for  release  by  written authorization  of  the  Company;  or  (v)
 required to be disclosed by law or legal process; provided, however, that in
 the event of a proposed disclosure  pursuant to this subsection (c)(v),  the
 Consultant  shall  give  the  Company  prior  written  notice  before   such
 disclosure is made in a time and manner which will best provide the  Company
 with the ability to oppose such disclosure.

      16.  ASSIGNMENT.

      This Agreement may not be assigned  by either party; provided that  the
 Company may  assign  this Agreement  (i)  in  connection with  a  merger  or
 consolidation involving the Company  or a sale  of its business,  properties
 and assets  substantially as  an entirety  to the  surviving corporation  or
 purchaser as the case may be, so long as such assignee assumes the Company's
 obligations hereunder; and (ii) so long as the assignment in the  reasonable
 discretion of Consultant does not result  in a materially increased risk  of
 non-performance of the Company's obligations hereunder by the assignee.  The
 Company shall  require  as a  condition  of such  assignment  any  successor
 (direct or indirect  (including, without  limitation, by  becoming the  sole
 stockholder of the Company) and whether by purchase, merger,  consolidation,
 share exchange or otherwise) to the  business, properties and assets of  the
 Company substantially  as  an entirety  expressly  to assume  and  agree  to
 perform this Agreement in the same manner and to the same extent the Company
 would have been required to perform  it had no such succession taken  place.
 This Agreement shall be binding upon all successors and assigns.

      17.  NOTICES.

      Any notice required or permitted to be given under this Agreement shall
 be sufficient if in writing and sent by registered or certified mail to  the
 Consultant at his residence maintained on  the Company's records, or to  the
 Company at its  address at 690  E. Lamar Blvd.  Suite 400, Arlington,  Texas
 76011, Attention: Corporate  Secretary, or  such other  addresses as  either
 party shall notify the other in accordance with the above procedure.

      18.  FORCE MAJEURE.

      Neither party shall be liable to the other for any delay or failure  to
 perform hereunder,  which delay  or  failure is  due  to causes  beyond  the
 control of said party, including, but not  limited to: acts of God; acts  of
 the public  enemy;  acts of  the  United States  of  America or  any  state,
 territory or political subdivision thereof or  of the District of  Columbia;
 fires; floods;  epidemics;  quarantine  restrictions;  strikes;  or  freight
 embargoes; provided,  however, that  this Section  18 will  not relieve  the
 Company of  any of  its payment  obligations to  the Consultant  under  this
 Agreement. Notwithstanding the foregoing provisions  of this Section 18,  in
 every case the delay or  failure to perform must  be beyond the control  and
 without the fault or negligence of the party claiming excusable delay.

      19.  INTEGRATION.

      This  Agreement  represents  the  entire  agreement  and  understanding
 between the parties as to the subject matter hereof and supersedes all prior
 or contemporaneous agreements whether written or oral. No waiver, alteration
 or modification of any of the provisions of this Agreement shall be  binding
 unless in  writing and  signed by  duly  authorized representatives  of  the
 parties hereto.

      20.  WAIVER.

      Failure or delay  on the  part of either  party hereto  to enforce  any
 right, power or  privilege hereunder  shall not  be deemed  to constitute  a
 waiver thereof. Additionally, a  waiver by either party  of a breach of  any
 promise herein by the other  party shall not operate  as or be construed  to
 constitute a waiver of any subsequent breach by such other party.

      21.  SAVINGS CLAUSE.

      If any term, covenant or condition of this Agreement or the application
 thereof to any  person or  circumstance shall to  any extent  be invalid  or
 unenforceable, the remainder of this Agreement,  or the application of  such
 term, covenant or condition to persons or circumstances other than those  as
 to which it is held invalid or unenforceable shall not be affected  thereby,
 and each term, covenant  or condition of this  Agreement shall be valid  and
 enforced to the fullest extent permitted by law.

      22.  AUTHORITY TO CONTRACT.

      The Company warrants and represents to the Consultant that the  Company
 has full  authority to  enter  into this  Agreement  and to  consummate  the
 transactions contemplated hereby and that this Agreement is not in  conflict
 with any other agreement to which the Company is a party or by which it  may
 be bound. The Company further warrants and represents to the Consultant that
 the individual executing  this Agreement on  behalf of the  Company has  the
 full power and authority  to bind the  Company to the  terms hereof and  has
 been authorized  to do  so  in accordance  with  the Company's  articles  or
 certificate of incorporation and bylaws.

      23.  PAYMENT OF EXPENSES.

      If at any time during the  term hereof or afterwards: (a) there  should
 exist a  dispute or  conflict  between the  Consultant  and the  Company  or
 another Person as to the validity, interpretation or application of any term
 or condition hereof, or  as to the Consultant's  entitlement to any  benefit
 intended to be bestowed hereby, which is not resolved to the satisfaction of
 the Consultant, (b)  the Consultant  must (i)  defend the  validity of  this
 Agreement or (ii) contest  any determination by  the Company concerning  the
 amounts payable (or reimbursable)  by the Company to  the Consultant or  (c)
 the Consultant must prepare responses to an Internal Revenue Service ("IRS")
 audit of, or otherwise defend, his  personal income tax return for any  year
 the subject of any such audit,  or an adverse determination,  administrative
 proceedings or civil litigation arising there  from, which is occasioned  by
 or related to an audit by the IRS of the Company's income tax returns,  then
 the Company  hereby unconditionally  agrees: (a)  on written  demand of  the
 Company by the Consultant, to provide sums sufficient to advance and pay  on
 a current basis (either by paying directly or by reimbursing the Consultant)
 not less than 30 days after a written request therefore is submitted by  the
 Consultant, all  the Consultant's  costs  and expenses  (including,  without
 limitation, attorney's  fees, expenses  of investigation,  travel,  lodging,
 copying, delivery services and  disbursements for the  fees and expenses  of
 experts, etc.)  incurred  by the  Consultant  in connection  with  any  such
 matter; (b) the Consultant shall be  entitled, on demand in accordance  with
 Section 25,  below, to  the  entry of  a  mandatory injunction  without  the
 necessity of posting any bond with respect thereto which compels the Company
 to pay or advance such costs  and expenses on a  current basis; and (c)  the
 Company's obligations under  this Section  23 will  not be  affected if  the
 Consultant is not the prevailing party  in the final resolution of any  such
 matter unless it is determined pursuant to  Section 25 that, in the case  of
 one or  more of  such matters,  the Consultant  has acted  in bad  faith  or
 without a reasonable basis for his  position, in which event and, then  only
 with respect to such matter or  matters, the successful or prevailing  party
 or parties  shall be  entitled to  recover  from the  Consultant  reasonable
 attorneys' fees and other costs incurred  in connection with that matter  or
 matters (including the amounts paid by the Company in respect of that matter
 or matters pursuant to this Section 23), in addition to any other relief  to
 which it or they may be entitled.

      24.  REMEDIES.

      In the event of a breach by the Consultant of Section 12 or 15 of  this
 Agreement, in addition  to other remedies  provided by  applicable law,  the
 Company will be  entitled to issuance  of a temporary  restraining order  or
 preliminary injunction enforcing its rights under such Section.

      25. ***ARBITRATION***.

      This Agreement  Is  Subject  to Binding  Arbitration.  Any  dispute  or
 controversy arising under  or in connection  with this Agreement  or in  any
 manner associated with Consultant's  engagement (other than those  described
 in Section 24  -  Remedies) shall be settled exclusively  by arbitration  in
 Arlington, Texas, in accordance with the  rules of the American  Arbitration
 Association then in effect. The parties agree to execute and be bound by the
 mutual agreement to arbitrate claims attached hereto as Attachment A. Should
 Consultant revoke his  signature under section  (d) of paragraph  13 of  the
 attachment, this agreement shall be void.

      26. GOVERNING LAW.

 This Agreement shall be governed by and construed in accordance with the
 laws of the State of Texas.

      27. WAIVER OF ACTUAL OR POTENTIAL CONFLICTS OF INTEREST.

      Should it become necessary for Consultant to seek to enforce the  terms
 of this Agreement, the Company consents to Consultant's use of counsel which
 either then or may have in  the past represented the Company, provided  that
 counsel  agrees   to  undertake   Consultant's  representation,   and   such
 representation and waiver of actual or potential conflicts of interest is in
 accordance with the Texas State Bar Rules, including the Texas  Disciplinary
 Rules of Professional  Conduct. To the  extent permitted by  the Rules,  the
 Company waives any  such actual or  potential conflict  of interest  arising
 thereby.

      28. COUNTERPARTS.

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

      29. INDEMNIFICATION.

      The Consultant  shall be  indemnified by  the  Company to  the  maximum
 permitted by the law of the state of the Company's incorporation, and by the
 law of the state of incorporation of any subsidiary of the Company of  which
 the Consultant is a director.

      3O.  INTEREST.

      If any amounts required  to be paid  or  reimbursed  to the  Consultant
 hereunder  are  not  so  paid  or  reimbursed  at the times provided  herein
 (including amounts required to be paid by the Company pursuant  to  Sections
 7, 13 and 23), those amounts shall bear interest at the rate of 7% from  the
 date  those amounts were  required  to have  been paid  or reimbursed to the
 Consultant until  those amounts  are finally  and fully paid  or reimbursed;
 provided, however, that in no event shall the amount of interest  contracted
 for,  charged  or  received hereunder exceed the maximum non-usurious amount
 of interest allowed by applicable law.  This  rate  (7% a.p.r.)  shall  also
 serve  as the discount rate  for any present value calculations relating  to
 payment if the Termination Benefit, if any, under section 10(c).

      31. TIME OF THE ESSENCE.

      Time is of the essence with respect to any act required to be performed
 by this Agreement.

      32.  PRIOR INSTRUMENTS UNAFFECTED.

      Except for the Employment Agreement,  which was terminated on  December
 30, 2004, all  prior instruments between  the Company  and Consultant  shall
 remain in full force and effect  and the terms and conditions thereof  shall
 not be affected by this Agreement.



 FIRST CASH FINANCIAL SERVICES, INC.     CONSULTANT


 By: /s/ Richard T. Burke                     /s/ Phillip Eric Powell
 --------------------------                   -----------------------
 Richard T. Burke, Director                   Phillip Eric Powell

<PAGE>

                                ATTACHMENT "A"

                        MUTUAL AGREEMENT TO ARBITRATE

 1. I,  Phillip E.  Powell, recognize  that differences  could arise  between
 First Cash  Financial  Services,  Inc. ("the  Company")  and  me  during  or
 following my engagement  with the Company.  I understand and  agree that  by
 entering into this Mutual Agreement to  Arbitrate ("Agreement"), I gain  the
 benefits of a speedy, impartial dispute-resolution procedure.

 2. 1 understand that any reference in this Agreement to the Company will  be
 a reference  also  to  all  stockholders,  directors,  officers,  employees,
 parents, subsidiaries  and  affiliated  entities,  all  benefit  plans,  the
 benefit plans' sponsors, fiduciaries, administrators, and all successors and
 assigns of any of them.

 Claims Covered by the Agreement

 3. The Company and I mutually agree to the resolution by arbitration of  all
 claims or  controversies  ("claims"),  whether or  not  arising  out  of  my
 engagement (or its  termination), that the  Company may have  against me  or
 that I may have  against the Company. The  claims covered by this  Agreement
 include, but  are not  limited to,  claims  under my  Consulting  Agreement,
 claims for wages or  other compensation due; for  breach of any contract  or
 covenant (express  or  implied);  tort  claims;  claims  for  discrimination
 (including, but not limited to, race sex, color, religion, national  origin,
 age (state or federal Age Discrimination in Employment Act), marital status,
 veterans  status,  sexual   preference,  medical   condition,  handicap   or
 disability); claims  for  benefits  (except where  an  employee  benefit  or
 pension plan  specifies that  its claims  procedure  shall culminate  in  an
 arbitration procedure different from this one); and claims for violation  of
 any federal, state, or other law, statute, regulation, or ordinance,  except
 claims excluded in the following paragraphs.

 Claims Not Covered by the Agreement

 4. Claims I may have for workers' compensation or unemployment  compensation
 benefits are not covered by this Agreement.

 5. Claims of the Company covered by section 24 of my Consulting Agreement.

 Arbitration

 6.   (a) Procedure for Injunctive Relief In the event either the Company  or
 myself  seeks  injunctive  relief,  the  claim  shall  be   administratively
 expedited by  the  American  Arbitration Association  ("AAA"),  which  shall
 appoint a single,  neutral arbitrator for  the limited  purpose of  deciding
 such claim. Such arbitrator shall be a qualified member of the State Bar  of
 Texas in good standing, and preferably  shall be a retired state or  federal
 district judge. The single arbitrator shall decide the claim for  injunctive
 relief immediately on hearing or receiving the parties' submissions (unless,
 in the interests of justice, he must rule ex parte); provided, however, that
 the single  arbitrator  shall  rule  on  such  claims  within  24  hours  of
 submission of the claim to the AAA. The single arbitrator's ruling shall not
 extend beyond 14 calendar days and on application by the claimant, up to  an
 additional 14  days  following which,  after  a  hearing on  the  claim  for
 injunctive relief, a temporary injunction may  issue pending the award.  Any
 relief  granted  under  this  procedure  for  injunctive  relief  shall   be
 specifically enforceable in Tarrant County  District Court on an  expedited,
 ex parte basis and shall  not be the subject  of any evidentiary hearing  or
 further submission by either party, but the court, on application to enforce
 a temporary order, shall issue such orders as necessary to its enforcement.

      (b) Procedure after a Claim for Injunctive Relief or where no Claim for
 Injunctive Relief Is Made. The arbitrator  shall be selected as follows:  in
 the event the Company and I  agree on one arbitrator, such arbitrator  shall
 conduct the arbitration. In the  event the Company and  I do not agree,  the
 Company and I shall each select  one independent, qualified arbitrator,  and
 the two  arbitrators so  selected shall  select  the third  arbitrator.  The
 arbitrator(s) are herein referred  to as the  "Panel." The Company  reserves
 the right to object to any individual arbitrator who shall be employed by or
 affiliated with a competing organization.

      (c) The Arbitration shall take place at Arlington, Texas, or any  other
 location mutually  agreeable  to  us.  At  the  request  of  either  of  us,
 arbitration proceedings will  be conducted in  the utmost  secrecy; in  such
 case all  documents, testimony  and records  shall  be received,  heard  and
 maintained by the  Panel in secrecy,  available for inspection  only by  the
 Company or me and our respective  attorneys and our respective experts,  who
 shall agree  in advance  and  in writing  to  receive all  such  information
 confidentially and  to  maintain  such information  in  secrecy  until  such
 information shall become generally known. The  Panel shall be able to  award
 any and  all relief,  including relief  of an  equitable nature.  The  award
 rendered by the Panel  may be enforceable in  any court having  jurisdiction
 thereof.

      (d) The Company  will pay all  the fees and  out-of-pocket expenses  of
 each arbitrator  selected  pursuant  to  this Section  5  and  the  AAA.  In
 addition, the Company  will pay my  reasonable attorneys'  fees, unless  the
 arbitration is the result of a  termination for cause as defined in  Section
 13(f)(ii) of the Consulting Agreement to which this Attachment is appended.

 Requirements for Modification or Revocation

 7.  This  Agreement  to  arbitrate  shall  survive  the  termination  of  my
 engagement. It can only be  revoked or modified by  a writing signed by  the
 Company and I, which specifically states a mutual intent to revoke or modify
 this Agreement.

 Sole and Entire Agreement

 8. This is the  complete agreement of  us on the  subject of arbitration  of
 disputes [except  for  any  arbitration agreement  in  connection  with  any
 pension or benefit plan].

 This Agreement  supersedes  any prior  or  contemporaneous oral  or  written
 understanding on the subject.

 9. Neither of us is relying on any representations, oral or written, on  the
 subject of the effect, enforceability or  meaning of this Agreement,  except
 as specifically set forth in this Agreement.

 Construction

 10. If any  provision of  this Agreement  is found  to be  void or  otherwise
 unenforceable, in whole or in part,  such adjudication shall not affect  the
 validity of the remainder of the Agreement.

 Consideration

 11. The promises by the Company  and by me to arbitrate differences,  rather
 than litigate them before courts or  other bodes, provide consideration  for
 each other.  In addition,  I have  entered into  a Consulting  Agreement  as
 further consideration for entering into this Agreement.
 Not an Employment Agreement

 12. This Arbitration Agreement is purely procedural. It does not provide any
 substantive rights in  addition to those  provided by applicable  law or  my
 Consulting Agreement.

 Voluntary

 13. I  acknowledge  that  I  have carefully  read  this  agreement,  that  I
 understand its terms,  that all  understandings and  agreements between  the
 company and  me  relating to  the  subjects  covered in  the  agreement  are
 contained in it, and that I have entered into the agreement voluntarily  and
 not in reliance on any promises or representations by the company other than
 those contained in this agreement itself.

 14. The Age Discrimination  in Employment Act  protects individuals over  40
 years of  age  from  age discrimination.  The  ADEA  contains  some  special
 requirements before an employee can give up  the right to file a lawsuit  in
 court.  The  following  provisions  are   designed  to  comply  with   those
 requirements.

      a. I agree that this Agreement to arbitrate is valuable to me,  because
 it permits a faster resolution of claims that I would receive in court.

      b. I have been advised to consult an attorney before signing this.

      c. I have 21 days  to consider this Agreement.  However, I may sign  it
 sooner if I wish to do so.

      d. I  have 7  days following  my signing  this Agreement  to revoke  my
 signature, and the  Agreement will not  be legally binding  until the 7  day
 period has gone by.

 15. I FURTHER ACKNOWLEDGE THAT I HAVE BEEN GIVEN THE OPPORTUNITY TO  DISCUSS
 THIS AGREEMENT WITH MY PRIVATE LEGAL COUNSEL AND HAVE AVAILED MYSELF TO THAT
 OPPORTUNITY TO THE EXTENT I WISH TO DO SO.



 FIRST CASH FINANCIAL SERVICES, INC.     CONSULTANT

 By: /s/ Richard T. Burke                     /s/ Phillip Eric Powell
 --------------------------                   -----------------------
 Richard T. Burke, Director                   Phillip Eric Powell