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                                                                   EXHIBIT 10.88

                                  EZCORP, INC.
                               2003 INCENTIVE PLAN


                            SCOPE AND PURPOSE OF PLAN

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

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

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

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

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

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


SECTION 1.        DEFINITIONS

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

1.14     "Effective Date" means September 17, 2003.

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


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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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


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


SECTION 2.        SHARES OF STOCK SUBJECT TO THE PLAN

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

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

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

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

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

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

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


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

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

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


SECTION 3.        ADMINISTRATION OF THE PLAN

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

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

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


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

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

SECTION 4.        ELIGIBILITY AND PARTICIPATION

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

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

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


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

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

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

SECTION 5.        TERMS AND CONDITIONS OF OPTIONS

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

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

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

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

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

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


<PAGE>


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

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

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

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

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


<PAGE>


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

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

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

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

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


<PAGE>


SECTION 6.        STOCK APPRECIATION RIGHTS

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

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

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

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

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

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

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


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

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

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

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

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


<PAGE>


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

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

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

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

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

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

SECTION 7.        RESTRICTED STOCK AWARDS

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


<PAGE>


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

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

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

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

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

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


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

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

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


<PAGE>


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

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

SECTION 8.        AWARDS TO NON-EMPLOYEE DIRECTORS

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

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

SECTION 9.         ADJUSTMENT PROVISIONS

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

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

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

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


<PAGE>


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

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

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

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

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

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

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

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

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


<PAGE>


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

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

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

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

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

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

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


<PAGE>


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

SECTION 10.       ADDITIONAL PROVISIONS

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

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

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

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


<PAGE>


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

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

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

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

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

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


<PAGE>


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

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

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

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

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

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


<PAGE>


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

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

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

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

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

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

10.18    Information Confidential. As partial consideration for the granting of
         each Award hereunder, the Holder shall agree with the Corporation that
         he will keep confidential all information and knowledge that he has
         relating to the manner and amount of his participation in the Plan;
         provided, however, that such information may be disclosed as required
         by law and may be given in confidence to the Holder's spouse, tax or
         financial advisors, or to a financial institution to the extent that
         such information is necessary to secure a loan. In the event any breach
         of this promise comes to the attention of the Committee, it shall take
         into consideration that breach in determining whether to recommend the
         grant of any future Award to that Holder, as a factor mitigating
         against the advisability of granting any such future Award to that
         Person.

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


<PAGE>


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

SECTION 11.       DURATION AND AMENDMENT OF PLAN

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

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

SECTION 12.       GENERAL

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

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

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

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

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


<PAGE>


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

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

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

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

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

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

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

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

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

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


<PAGE>


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

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

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

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

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

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


<PAGE>


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

                                     EZCORP, INC.,
                                     a Delaware corporation



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