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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

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      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

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      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.

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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:

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            (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).

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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

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      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.

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      (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;

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            (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.

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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

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      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

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      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:

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         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

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      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.

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      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

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      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.

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         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

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