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                                  EXHIBIT 10.90

                         CHARTER OF THE AUDIT COMMITTEE
                          OF THE BOARD OF DIRECTORS OF
                                  EZCORP, INC.

I. INTRODUCTION AND PURPOSE

      The Board of Directors ("Board") of EZCORP, Inc. (the "Company") has
formed a special purpose committee known as the Audit Committee (the
"Committee"). The primary purpose of the Audit Committee is to assist the Board
of Directors in fulfilling its oversight responsibilities by reviewing and
advising the Board concerning:

      -     financial reports and other financial information provided by the
            Company to any governmental body or the public;

      -     systems of internal control implemented by the Company;

      -     the Company's auditing, accounting and financial reporting processes
            generally.

The Committee's primary duties and responsibilities are to:

      -     provide independent monitoring of the Company's financial reporting
            and internal controls;

      -     evaluate the audit efforts of the Company's independent accountants
            and internal auditing department;

      -     encourage open communication between the independent accountants,
            Company management, the internal auditing department, and the Board
            of Directors.

The Committee will primarily fulfill these responsibilities by carrying out the
activities enumerated in Section IV of this Charter.

II. COMPOSITION

      -     The Audit Committee shall be comprised of three or more members of
            the Board, each of whom is determined by the Board to be
            "independent" under Section 10A(m)(3) of the Securities & Exchange
            Act of 1934 (the "Exchange Act"), the rules of the NASDAQ stock
            market and the rules and regulations of the SEC.

      -     All members of the Committee shall have sufficient background and
            experience to be able to read and understand the Company's financial
            statements. Additionally, at least one member of the Committee shall
            have past employment experience in finance or accounting, a
            professional certification in accounting or background which results
            in the individual's financial sophistication.

      The members of the Committee shall be elected by the Board of Directors at
the annual meeting and shall serve until their successors shall be duly elected
and qualified. The Committee shall elect a Chairperson.

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III AUTHORITY

      The Committee shall have the authority to retain and consult with special
legal, accounting or other consultants to advise the Committee as circumstances
may dictate. In addition, the Committee shall be directly responsible, in its
capacity as a committee of the Board, for the appointment, compensation,
retention and oversight of the independent accountants. The Committee shall
determine the appropriate funding needed by the Committee and have sole
authority to approve: (i) compensation to the independent audit firm engaged for
the purpose of preparing or issuing an audit report or performing other audit,
review, or attest services for the Company; (ii) compensation to any advisers
employed by the Committee; and (iii) ordinary administrative expenses of the
Committee that are necessary or appropriate in carrying out its duties.

IV. MEETINGS

      The Committee shall meet quarterly, or more frequently as circumstances
dictate. As part of its function of fostering open communication, the Committee
should meet regularly with management, the director of the internal audit and
the independent accountants. The Committee will periodically meet separately
with each of these groups to allow for matters which any member of such groups
believes should be discussed privately. Such meetings will include quarterly
consultation with the independent accountants and management to review the
Company's financials consistent with item IV.2 below.

V. RESPONSIBILITIES AND DUTIES

      To fulfill its responsibilities and duties the Audit Committee shall:

Document/Report Review

  1.  Review and update this Charter at least annually or more frequently should
      conditions dictate.

  2.  Pre-issuance review of the Company's annual and quarterly financial
      statements and any other reports or other financial information submitted
      to any governmental body or the public.

  3.  As considered necessary, discuss with management and the independent
      accountants any reports or financial information prepared under V. 2.

  4.  Meet with the internal audit department manager and review reports and
      management's response as considered necessary.

  5.  Advise the Board concerning the results of its review procedures.

  6.  Review the adequacy of and assist in the preparation of disclosure in the
      Company's Form 10K of the required information concerning the audit
      committee and its function.

Independent Accountants

  7.  Approve in advance all audit, review or attest engagements required under
      the securities laws to be provided by the independent accountants,
      including fees and terms.

  8.  Establish policies and procedures for the engagement of the independent
      accountants to provide permissible non-audit services, which shall require
      preapproval by the Committee (other than with respect to de minimis
      exceptions described in Section 10A(i)(1)(B) of the Exchange Act that are
      approved by the Committee prior to the completion of the audit).

  9.  Not less than annually, request the independent accountants provide the
      written disclosure and letter required by ISB Standard No. 1 and discuss
      with the accountants any relationships

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      the accountants have with the Company that might appear to impact the
      accountants' objectivity and independence.

  10. Review and evaluate the lead partner of the independent accountants and
      present to the Board of Directors Committee conclusions with respect to
      the qualifications and performance of the independent accountants.

  11. Consider, at least annually, the independence of the independent
      accountants, including whether the independent accountants' performance of
      permissible non-audit services is compatible with the accountant's
      independence; obtain and review the report by the independent accountants'
      describing any relationships between the independent accountants and the
      Company that may adversely affect the independence of the accountants;
      discuss with the outside auditing firm any disclosed relationship or
      services that may impact the objectivity and independence of the auditor;
      and present to the Board the Committee's conclusions with respect to the
      independence of the independent accountants.

  12. Periodically communicate with the independent accountants, in meetings
      separate from management, concerning their evaluation of internal
      controls, the propriety of the Company's financial statements, the quality
      of the system of internal accounting control and any other matters deemed
      necessary to fulfill the Committee's responsibilities.

Financial Reporting Processes

  13. Review and evaluate the propriety of the Company's disclosure controls and
      internal and external financial reporting processes, in consultation with
      management and the independent accountants.

  14. Review disclosures made to the Committee by the Company's Chief Executive
      Officer and Chief Financial Officer during their certification process for
      the Form 10-K and 10-Q about any significant deficiencies in the design or
      operation of internal controls or material weaknesses therein and any
      fraud involving management or other employees who have a significant role
      in the Company's internal controls.

  15. Consult with the independent accountants and management concerning the
      quality and appropriateness of accounting principles applied in financial
      reporting.

  16. Consider and approve, if appropriate, major changes to the Company's
      accounting principles and practices as suggested by the independent
      accountants, management, or the internal auditing department.

Process Improvement

  17. Discuss the basis and appropriateness of significant judgments necessary
      to the preparation of financial statements with management and the
      independent accountants.

  18. Subsequent to completion of the annual audit, review with the independent
      accountants any significant difficulties encountered during the course of
      the audit and any restrictions on the scope of work or access to required
      information.

  19. Determine if there has been any significant disagreement between
      management and the independent accountants concerning accounting
      principles, significant judgments or other matters. Work with management
      and the independent accountants to resolve any disagreements.

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  20. Review with the independent accountants their recommendations concerning
      changes to, or improvements in, internal control and financial reporting
      practices and management's responses to such recommendations.

Ethical and Legal Compliance

  21. Review and provide recommendations concerning the Company's code of
      ethical conduct and assure that management has established systems to
      enforce and monitor compliance.

  22. Review activities, organizational structure, and qualifications of the
      internal audit department.

  23. Review, with the Company's counsel, any legal matter that could have a
      significant impact on the Company's financial statements.

  24. Establish and maintain procedures for the receipt, retention and treatment
      of complaints received by the Company regarding accounting, internal
      accounting controls, or auditing matters, and the confidential, anonymous
      submission by employees of the Company of concerns regarding questionable
      accounting or auditing matters.

  25. Perform any other activities consistent with this Charter, the Company's
      Bylaws and governing law, as the Committee or the Board of Directors deems
      necessary or appropriate.

This charter was adopted by unanimous consent of the Company's Board of
Directors dated October 26, 2004.