<PAGE>   1



                                 EXHIBIT 10.79

                                  EZCORP, INC.

                               SECOND AMENDMENT TO

                                CREDIT AGREEMENT

                                   AND WAIVER


                          AMENDED AS OF MARCH 31, 2000

                  WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION

                                    AS AGENT

                                       AND

                                  ISSUING BANK







<PAGE>   2


                 SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER

         THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this
"AMENDMENT") entered into as of March 31, 2000, is among EZCORP, INC., a
Delaware corporation ("BORROWER"), each of the Lenders, and WELLS FARGO BANK
TEXAS, NATIONAL ASSOCIATION (successor by consolidation to Wells Fargo Bank
(Texas), National Association), a national banking association, as Agent for
itself and the other Lenders (in such capacity, together with its successors in
such capacity the "AGENT"), and as the Issuing Bank.

                                    RECITALS:

         A. Borrower, Agent, Lenders and Issuing Bank have previously entered
into that certain Credit Agreement dated as of December 10, 1998, as amended by
that certain First Amendment to Credit Agreement dated as of September 29, 1999
(as amended, the "AGREEMENT").

         B. Borrower, Agent, Lenders and Issuing Bank now desire to amend the
Agreement to (i) reduce the aggregate Commitment from One Hundred Ten Million
Dollars ($110,000,000) to Eighty-Five Million Dollars ($85,000,000), (ii)
provide collateral to secure the Obligations, (iii) modify certain financial
covenants, (iv) modify the pricing table in Section 2.10 of the Agreement, and
(v) make such other modifications, in each case as hereinafter more
specifically provided.

         C. Borrower has advised Agent and Lenders that a Default has occurred
under the Agreement and has requested a waiver thereof. The Required Lenders
desire to grant such waiver as herein provided.

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

                                    ARTICLE I

                                   Definitions

         Section I.1 Definitions. All capitalized terms not otherwise defined
herein, shall have the same meanings as in the Agreement, as amended hereby.


                                   ARTICLE II

                              Amendments and Waiver

         Section II.1 Recitals. Effective as of the date hereof, the reference
in the recitals to the Agreement to the dollar amount "One Hundred Ten Million
and No/100 Dollars ($110,000,000.00)" is hereby deleted and the reference to
the dollar amount "Eighty-Five Million and No/100 Dollars ($85,000,000.00)" is
inserted in lieu thereof.

         Section II.2 Definitions. (a) Effective as of the date hereof, the
definition "Loan Documents" is hereby amended and restated to read as follows:

                  "Loan Documents" means this Agreement, the Notes, the
         Guaranties, the Contribution and Indemnification Agreement, the
         Borrower Security Agreement, the Subsidiary Security Agreement, the
         Borrower Pledge Agreement, the Subsidiary Pledge




<PAGE>   3

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

         (b) Effective as of the date hereof, the following definitions are
added to Section 1.1 of the Agreement in appropriate alphabetical order:

                  "Borrower Pledge Agreement" means the Borrower Pledge
         Agreement of the Borrower in favor of the Agent for the benefit of the
         Lenders in substantially the form of Exhibit "G-1" hereto, as the same
         may be amended, supplemented, or modified.

                  "Borrower Security Agreement" means the Borrower Security
         Agreement of the Borrower in favor of the Agent for the benefit of the
         Lenders in substantially the form of Exhibit "F-1" hereto, as the same
         may be amended, supplemented, or modified.

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

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

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

                  "Subsidiary Pledge Agreement" means the Subsidiary Pledge
         Agreement of each Guarantor in favor of the Agent for the benefit of
         the Lenders in substantially the form of Exhibit "G-2" hereto, as the
         same may be amended, supplemented or modified.

                  "Subsidiary Security Agreement" means the Subsidiary Security
         Agreement of each Guarantor in favor of the Agent for the benefit of
         the Lenders in substantially the form of Exhibit "F-2" hereto, as the
         same may be amended, supplemented, or modified.

         Section II.3 Amendment to Pricing Table in Section 2.10. (a) Effective
as of May 15, 2000, the table set forth in Section 2.10 of the Agreement is
hereby amended and restated to read in its entirety as follows:

<TABLE>
<CAPTION>

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

                  Leverage Ratio                  Commitment             Eurodollar            Base Rate
                                                      Fee                  Margin               Margin
        ---------------------------------- ------------------------ --------------------- -------------------

<S>                                         <C>                    <C>                  <C>
        Greater than or equal to 5.5 to             0.25%                  4.50%                2.50%
        1.0
        ---------------------------------- ------------------------ --------------------- -------------------

        Greater than or equal to 4.5 to             0.25%                  3.75%                1.75%
        1.0 but less than 5.5 to 1.0
        ---------------------------------- ------------------------ --------------------- -------------------

        Greater than or equal to 3.5 to             0.25%                  3.00%                 1.0%
        1.0 but less than 4.5 to 1.0
        ---------------------------------- ------------------------ --------------------- -------------------

        Greater than or equal to 3.0 to             0.25%                  2.000%                 0%
        1.0 but less than 3.5 to 1.0
        ---------------------------------- ------------------------ --------------------- -------------------

        Greater than or equal to 2.0 to             0.25%                  1.375%                 0%
        1.0 but less than 3.0 to 1.0
        ---------------------------------- ------------------------ --------------------- -------------------

        Less than 2.0 to 1.0                        0.25%                  1.00%                  0%
        ================================== ======================== ===================== ===================
</TABLE>



<PAGE>   4

         (b) Effective as of the date hereof, the following is added to the end
of Section 2.10 of the Agreement, to read as follows:

         Notwithstanding anything contained herein to the contrary, for the
         period beginning May 15, 2000 until the next Adjustment Date, the
         Commitment Fee, the Eurodollar Margin and the Base Rate Margin shall
         automatically be adjusted to the highest applicable percentage set
         forth in the grid above.

         Section II.4 Mandatory Reduction or Termination of Commitments.
Effective as of the date hereof, the following is added to the end of Section
2.11(b) of the Agreement, to read as follows:

         In addition, on the date the Borrower or any Subsidiary receives funds
         from mortgages on Real Property, the Commitments shall automatically
         be reduced by the amount of such funds received, which amount shall
         not be less than 75% of the appraisal value of such Real Property as
         determined by the appraisal described in Section 8.13(f) and the
         Borrower shall simultaneously prepay the amount by which the unpaid
         principal amount of the Advances plus the Letter of Credit Liabilities
         exceeds the Commitments (after giving effect to such reduction) plus
         accrued and unpaid interest on the principal amount so prepaid.

         Section II.5 Further Assurances. Effective as of the date hereof,
Section 8.10 of the Agreement is hereby amended and restated to read in its
entirety as follows:

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



<PAGE>   5

         Section II.6 Post-Closing Items; Real Property Security Documents.
Effective as of the date hereof, a new Section 8.13 is hereby added to Article
VIII of to the Agreement to read in its entirety as follows:

                  Section 8.13 Post-Closing Items; Real Property Security
         Documents. The Borrower agrees that it shall, and shall cause each
         Significant Subsidiary, to:

                           (a) Use its best efforts to obtain and deliver to
                  the Agent on or before August 15, 2000 from each landlord of
                  each real property leased to the Borrower or any Subsidiary,
                  waivers or subordinations to the grant by the Borrower and
                  the Subsidiaries of a Lien to the Agent in the personal
                  property Collateral located on such leased real property, in
                  each case in form and substance reasonably satisfactory to
                  the Agent;

                           (b) Execute and deliver to the Agent on or before
                  July 7, 2000 Real Estate Security Documents, all in form and
                  substance reasonably satisfactory to the Agent, covering each
                  parcel of the Real Property, with a metes and bounds or other
                  description of each such parcel attached thereto sufficient
                  to permit the filing of such Real Property Security Documents
                  in the applicable real property records;

                           (c) Deliver to the Agent as soon as available but in
                  any event on or before June 30, 2000, with respect to each
                  parcel of the Real Property, a title insurance commitment
                  issued by a title insurance company selected by the Borrower
                  and reasonably acceptable to the Agent, and all documentation
                  evidencing any exceptions to title reflected thereon, all of
                  which shall be in form and substance reasonably satisfactory
                  to the Agent;

                           (d) Deliver to the Agent on or before August 31,
                  2000, with respect to each parcel of the Real Property, a
                  survey of such Real Property and certified by a licensed
                  surveyor selected by the Borrower and reasonably acceptable
                  to the Agent, in form and substance reasonably satisfactory
                  to the Agent;


                           (e) Deliver to the Agent as soon as available but in
                  any event on or before August 31, 2000, with respect to each
                  parcel of the Real Property, a phase I environmental report
                  for such Real Property, prepared by a third party
                  environmental engineer selected by the Borrower and
                  reasonably acceptable to the Agent;

                           (f) Deliver to the Agent as soon as available but in
                  any event on or before July 31, 2000, with respect to each
                  parcel of the Real Property, an appraisal for such Real
                  Property by a licensed appraiser selected by the Agent in
                  form and substance satisfactory to the Agent;

                           (g) Deliver to the Agent as soon as available but in
                  any event on or before September 30, 2000, with respect to
                  each parcel of the Real Property, a lender's title insurance
                  policy (together with any required endorsements thereto)
                  issued by a title insurer selected by the Borrower and
                  reasonably satisfactory to the Agent in an amount equal to
                  the fair market value of the underlying property as
                  determined by the appraisal described in subsection (f)
                  above; and

                           (h) Deliver to the Agent as soon as available but in
                  any event on or before June 15, 2000, certificates of the
                  appropriate government officials of each state in which
                  EZPAWN Alabama, Inc. is required to qualify to do business
                  and where failure to so qualify could reasonably be expected
                  to have a Material Adverse Effect, all dated after May 1,
                  2000.



<PAGE>   6

         Section II.7 Debt. Effective as of the date hereof, Section 9.1(c) of
the Agreement is hereby amended and restated to read as follows:

                  (c) Debt incurred in connection with refinancings secured by
         mortgages on Real Property described in Section 2.11(b), provided that
         proceeds from such Debt permanently reduce the Commitments pursuant to
         Section 2.11(b).

         Section II.8 Limitations on Liens. (a) Effective as of the date
hereof, (i) the word "and" appearing as the last word of Section 9.2(d) of the
Agreement is hereby deleted and (ii) Section 9.2(e) of the Agreement is hereby
amended and restated to read in its entirety as follows:

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

         (b) Effective as of the date hereof, a new Section 9.2(f) is hereby
added to Article IX of the Agreement to read in its entirety as follows:


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

         Section II.9 Restricted Payments. Effective as of the date hereof,
Section 9.4 of the Agreement is hereby amended and restated to read as follows:

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

         Section II.10 Investments. Effective as of the date hereof, Section 9.5
of the Agreement is hereby amended and restated to read as follows:

                  Section 9.5 Investments. The Borrower will not make, and will
         not permit any Subsidiary to make, any advance, loan, extension of
         credit, or capital contribution to or investment in, or purchase to
         own, or permit any Subsidiary to purchase or own, any stock, bonds,
         notes, debentures, or other securities of any Person, except:

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

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

         Section II.11 Dispositions of Assets. Effective as of the date hereof,
(a) the reference in Section 9.8(d) of the Agreement to the dollar amount
"Fifteen Million Dollars ($15,000,000)" is deleted and the reference to the
dollar amount "Seventeen Million Dollars ($17,000,000)" is inserted in lieu
thereof and (b) the reference in Section 9.8(d) of the Agreement to the date
"September 30, 1998" is deleted and the reference to the date "March 31, 2000"
is inserted in lieu thereof.

         Section II.12 Consolidated Net Worth. Effective as of the date hereof,
Section 10.1 of the Agreement is hereby amended and restated in its entirety to
read as follows:




<PAGE>   7

                  Section 10.1 Consolidated Net Worth. Beginning with the
         Fiscal Quarter ending March 31, 2000, the Borrower will at all times
         maintain Consolidated Net Worth in an amount not less than (a) One
         Hundred Fifteen Million Dollars ($115,000,000), plus (b) an amount
         equal to one hundred percent (100%) of Consolidated Net Income (not
         less than zero dollars [$0.00]) for all periods subsequent to the
         Fiscal Quarter ending March 31, 2000, plus (c) an amount equal to one
         hundred percent (100%) of the Net Proceeds of all equity offerings
         (including conversions of debt securities into common stock) of the
         Borrower subsequent to March 31, 2000.

         Section II.13 Capital Expenditures. Effective as of the date hereof,
Section 10.3 of the Agreement is hereby amended and restated in its entirety to
read as follows:

                  Section 10.3 Capital Expenditures. Borrower will not permit
         the aggregate amount of Capital Expenditures of the Borrower and the
         Subsidiaries to exceed (a) Eighteen Million Dollars ($18,000,000)
         during the Fiscal Year ending September 30, 2000 and (b) Five Million
         Dollars ($5,000,000) during any Fiscal Year thereafter.

         Section II.14 Events of Default. Effective as of the date hereof, the
reference in Section 11.1(c) of the Agreement to "Section 8.1" is deleted and
the reference to "Section 8.1, Section 8.13" is inserted in lieu thereof.

         Section II.15 Successor Agent. Effective as of the date hereof, a new
paragraph is hereby added to Section 12.7 of the Agreement to read as follows:

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

         Section II.16 Amendments. Effective as of the date hereof, (i) the
word "and" appearing as the last word of Section 13.10(f) of the Agreement is
hereby deleted, (ii) the period appearing at the end of Section 13.10(g) is
hereby amended to be a semi-colon followed by the word "and," and (iii) a new
Section 13.10(h) is hereby added to the Agreement to read: "(h) release any
Collateral securing the Obligations except in accordance with and as
contemplated by the Loan Documents."


         Section II.17 Reduction of Commitment. Effective as of the date hereof
the aggregate Commitment is hereby reduced from One Hundred Ten Million Dollars
($110,000,000) to Eight-Five Million Dollars ($85,000,000), and accordingly
Schedule 1.1(a) to the Agreement is hereby amended to read in the form attached
hereto as Schedule 1.1(a).

         Section II.18 Exhibits "F-1", "F-2", "G-1" and "G-2" and Schedules 9.1
and 9.5 to the Agreement. Effective as of the date hereof, all references in
the Agreement to "Exhibit 'F-1'", "Exhibit 'F-2'", "Exhibit 'G-1'", "Exhibit
'G-2'", "Schedule 9.1" and "Schedule 9.5" are deemed to refer to the Exhibit
"F-1", Exhibit "F-2", Exhibit "G-1", Exhibit "G-2", Schedule 9.1 and Schedule
9.5 attached hereto.

         Section II.19 Waiver. The Borrower has advised the Agent, the Issuing
Bank and the Lenders that (a) a violation of the Leverage Ratio covenant
contained in Section 10.2 of the Agreement occurred





<PAGE>   8


during the Fiscal Quarter ended March 31, 2000, and (b) a violation of the Fixed
Charge Coverage Ratio covenant contained in Section 10.5 of the Agreement
occurred during the Fiscal Quarter ended March 31, 2000 (collectively, the
"COVENANT DEFAULTS"). Effective as of the date hereof, the Required Lenders
hereby waive the Covenant Defaults.

                                   ARTICLE III

                              Conditions Precedent

         Section III.1 Condition. The effectiveness of this Amendment is subject
to the satisfaction of the following conditions precedent:

                  (a) Agent shall have received all of the following, each
         dated (unless otherwise indicated) the date of this Amendment, in form
         and substance satisfactory to the Agent:

                          (i) This Amendment executed by the Borrower, the
                  Agent, the Issuing Bank and the Required Lenders and consented
                  to by the Guarantors.

                         (ii) The Borrower Security Agreement (herein so
                  called) in the form attached hereto as Exhibit "F-1" executed
                  by the Borrower.

                        (iii) The Subsidiary Security Agreement (herein so
                  called) in the form attached hereto as Exhibit "F-2" executed
                  by the Guarantors.

                         (iv) The Borrower Pledge Agreement (herein so called)
                  in the form attached hereto as Exhibit "G-1" executed by the
                  Borrower.

                          (v) The Subsidiary Pledge Agreement (herein so called)
                  in the form attached hereto as Exhibit "G-2" executed by the
                  Guarantors.

                         (vi) UCC-1 Financing Statements (the "FINANCING
                  STATEMENTS") executed by the Borrower and the Guarantors in
                  connection with the Borrower Security Agreement, the
                  Subsidiary Security Agreement, the Borrower Pledge Agreement
                  and the Subsidiary Pledge Agreement.

                        (vii) Resolutions of the Board of Directors of Borrower
                  certified by its secretary or assistant secretary which
                  authorizes the execution, delivery and performance by
                  Borrower of this Amendment, the Borrower Security Agreement,
                  the Borrower Pledge Agreement, the Financing Statements and
                  the other Loan Documents executed in connection herewith.

                       (viii) A certificate of incumbency certified by the
                  secretary or the assistant secretary of Borrower certifying
                  the names of the officers thereof authorized to sign this
                  Amendment, the Borrower Security Agreement, the Borrower
                  Pledge Agreement, the Financing Statements and the other Loan
                  Documents together with specimen signatures of such officers.

                         (ix) Resolutions of the Board of Directors of each of
                  the Guarantors certified by its secretary or assistant
                  secretary which authorize the execution, delivery and
                  performance by each of the Guarantors of this Amendment, the
                  Subsidiary Security Agreement, the Subsidiary Pledge
                  Agreement, the Financing Statements and the other Loan
                  Documents executed in connection herewith.

                          (x) A certificate of incumbency certified by the
                  secretary or the assistant secretary of each Guarantor
                  certifying the names of the officers thereof authorized to
                  sign this Amendment, the Subsidiary Security Agreement, the
                  Subsidiary Pledge Agreement,


<PAGE>   9


                  the Financing Statements and the other Loan Documents together
                  with specimen signatures of such officers.

                         (xi) A bring down certificate of the Secretary or
                  Assistant Secretary of the Borrower and each Guarantor
                  certifying that the Articles of Incorporation (or Partnership
                  Agreement) and Bylaws have not been modified in any respect
                  from the copies thereof previously provided to the Agent and
                  the Lenders in connection with the Credit Agreement dated as
                  of December 10, 1998 among the Borrower, the Agent, the
                  Issuing Bank and the Lenders.

                        (xii) Certificates of the appropriate government
                  officials of the state of incorporation of the Borrower and
                  each Guarantor (and state of formation as to Texas EZPAWN
                  L.P. ("TELP")) as to the existence and good standing of the
                  Borrower and each Guarantor and certificates of the
                  appropriate government officials of each state in which the
                  Borrower and each Guarantor is required to qualify to do
                  business and where failure to so qualify could reasonably be
                  expected to have a Material Adverse Effect, all dated within
                  ten (10) days of May 15, 2000.

                        (xiii) A favorable opinion of Sheinfeld, Maley & Kay,
                  P.C., legal counsel to the Borrower and each Guarantor
                  satisfactory to the Agent as to such matters as the Agent may
                  reasonably request.

                  (b) No Default. No Default (other than the Covenant Defaults)
         shall have  occurred and be continuing.

                  (c) Representations and Warranties. All of the
         representations and warranties contained in Article VII of the
         Agreement, as amended hereby and in the other Loan Documents shall be
         true and correct on and as of the date of this Amendment with the same
         force and effect as if such representations and warranties had been
         made on and as of such date, except to the extent such representations
         and warranties speak to a specific date.

                  (d) Waiver and Amendment Fee. Borrower shall have paid to the
         Agent for the account of the Lenders executing this Amendment a waiver
         of default and amendment fee in an amount equal to 0.10% of such
         Lender's Commitment as reduced by Section 2.17 of this Amendment.

                                   ARTICLE IV

                  Ratifications, Representations and Warranties

         Section IV.1 Ratifications. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Agreement and except as expressly modified and superseded by this
Amendment, the terms and provisions of the Agreement and the other Loan
Documents are ratified and confirmed and shall continue in full force and
effect. Borrower, Required Lenders, Issuing Bank and Agent agree that the
Agreement as amended hereby and the other Loan Documents shall continue to be
legal, valid, binding and enforceable in accordance with their respective
terms.


         Section IV.2 Representations and Warranties. Borrower hereby
represents and warrants to Lenders, Agent and Issuing Bank that (i) the
execution, delivery and performance of this Amendment and any and all other
Loan Documents executed and/or delivered in connection herewith have been
authorized by all requisite corporate action on the part of Borrower and will
not violate the articles of incorporation or bylaws of Borrower, (ii) the
representations and warranties contained in the Agreement, as amended hereby,
and any other Loan Document are true and correct on and as of the date hereof
as though made on and as of the date hereof, except to the extent such
representations and warranties speak to a specific date, (iii) no Event of
Default (other than the Covenant Defaults) has occurred and is continuing and
no event or condition has occurred that with the giving of notice or lapse of
time or both





<PAGE>   10


would be an Event of Default, (iv) Borrower is in full compliance with all
covenants and agreements contained in the Agreement as amended hereby, (v) the
Borrower has no Subsidiaries other than those listed on Schedule 7.14 to the
Agreement. All of the outstanding capital stock of each corporate Subsidiary has
been validly issued, is fully paid and is nonassessable.

                                    ARTICLE V

                                  Miscellaneous

         Section V.1 Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan
Document including any Loan Document furnished in connection with this
Amendment shall survive the execution and delivery of this Amendment and the
other Loan Documents, and no investigation by Lenders, Agent or Issuing Bank or
any closing shall affect the representations and warranties or the right of
Lenders or Agent or Issuing Bank to rely upon them.

         Section V.2 Reference to Agreement. Each of the Loan Documents,
including the Agreement and any and all other agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms
hereof or pursuant to the terms of the Agreement as amended hereby, are hereby
amended so that any reference in such Loan Documents to the Agreement shall
mean a reference to the Agreement as amended hereby.

         Section V.3 Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

         Section V.4 Applicable Law. This Amendment and all other Loan
Documents executed pursuant hereto shall be deemed to have been made and to be
performable in Austin, Travis County, Texas and shall be governed by and
construed in accordance with the laws of the State of Texas.

         Section V.5 Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of Lenders, Agent, Issuing Bank and Borrower and
their respective successors and assigns, except Borrower may not assign or
transfer any of its rights or obligations hereunder without the prior written
consent of Banks.

         Section V.6 Counterparts. This Amendment may be executed in one or
more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the
same instrument. Signatures transmitted by facsimile shall be effective as
originals.


         Section V.7 ENTIRE AGREEMENT. THIS AMENDMENT AND ALL OTHER
INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH
THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY
NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO
ORAL AGREEMENTS AMONG THE PARTIES HERETO.

                  [Remainder of Page Intentionally Left Blank]



<PAGE>   11

         Executed as of the date first written above.

                                   BORROWER:


                                   EZCORP, INC.


                                   By:
                                      ------------------------------------------
                                         Daniel N. Tonissen
                                         Chief Financial Officer

                                   Address for Notices:

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





<PAGE>   12

                                     AGENT AND ISSUING BANK:


                                     WELLS FARGO BANK TEXAS, NATIONAL
                                        ASSOCIATION


                                     By:
                                        -------------------------------------
                                           Keith Smith
                                           Vice President

                                     Address for Notices:

                                     111 Congress Avenue, Suite 300
                                     Austin, TX  78701
                                     Fax No.: (512) 344-7318
                                     Telephone No.: (512) 344-7011
                                     Attention:       Keith Smith


                                     LENDERS:

                                     WELLS FARGO BANK TEXAS, NATIONAL
                                        ASSOCIATION


                                     By:
                                        -------------------------------------
                                           Keith Smith
                                           Vice President

                                     Address for Notices:

                                     111 Congress Avenue, Suite 300
                                     Austin, TX  78701
                                     Fax No.: (512) 344-7318
                                     Telephone No.: (512) 344-7011
                                     Attention:       Keith Smith

                                     Lending Office for Prime Rate Advances
                                        and Eurodollar Advances
                                     111 Congress Avenue
                                     Austin, Texas  78701


<PAGE>   13



                                     BANK ONE, TEXAS, NATIONAL ASSOCIATION

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

                                     Address for Notices:

                                     221 W. Sixth Street, Suite 219
                                     Austin, TX  78701
                                     Fax No.: (512) 479-5720
                                     Telephone No.: (512) 479-5783
                                     Attention:       Chris Calvert

                                     Lending Office for Prime Rate Advances
                                        and Eurodollar Advances
                                     221 W. Sixth Street, Suite 219
                                     Austin, Texas  78701



<PAGE>   14


                                     GUARANTY FEDERAL BANK, F.S.B.


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

                                     Address for Notices:

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

                                     Lending Office for Prime Rate Advances
                                        and Eurodollar Advances
                                     8333 Douglas Avenue
                                     Dallas, TX  75255



<PAGE>   15

                                     COMERICA BANK-TEXAS


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

                                     Address for Notices:

                                     P.O. Box 2727
                                     Austin, Texas  78768
                                     Fax No.:  (512) 427-7120
                                     Telephone No.:  (512) 427-7121
                                     Attention:  Mark Hensley

                                     and

                                     1601 West Elm Street
                                     Thanksgiving Tower, 4th Floor
                                     P.O. Box 650282
                                     Dallas, Texas  75265-0282
                                     Telephone No.:  (214) 969-6472
                                     Attention:  Gary Orr, Chief Credit Officer

                                     Lending Office for Prime Rate Advances
                                        and Eurodollar Advances
                                     804 Congress Avenue
                                     Suite 320
                                     Austin, Texas  78701




<PAGE>   16


                                     CHASE BANK OF TEXAS, NATIONAL ASSOCIATION


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

                                     Address for Notices

                                     700 Lavaca, 2nd Floor
                                     Austin, Texas  78701
                                     Fax No.:  (512) 479-2814
                                     Telephone No.:  (512) 479-2244
                                     Attention:  Blake Beavers

                                     Lending Office for Prime Rate Advances
                                        and Eurodollar Advances
                                     700 Lavaca, 2nd Floor
                                     Austin, Texas  78701



<PAGE>   17



         Guarantors hereby consent and agree to this Amendment and agree that
each Guaranty shall remain in full force and effect and shall continue to (i)
guarantee the Obligations, and (ii) be the legal, valid and binding obligation
of Guarantors enforceable against Guarantors in accordance with their
respective terms.

                                     GUARANTORS:

                                     EZPAWN ALABAMA, INC.
                                     EZPAWN ARKANSAS, INC.
                                     EZPAWN COLORADO, INC.
                                     EZPAWN FLORIDA, INC.
                                     EZPAWN GEORGIA, INC.
                                     EZPAWN HOLDINGS, INC.
                                     EZPAWN INDIANA, INC.
                                     EZPAWN LOUISIANA, INC.
                                     EZPAWN NEVADA, INC.
                                     EZPAWN NORTH CAROLINA, INC.
                                     EZPAWN OKLAHOMA, INC.
                                     EZPAWN TENNESSEE, INC.
                                     TEXAS EZPAWN MANAGEMENT, INC.
                                     EZ CAR SALES, INC.
                                     EZPAWN CONSTRUCTION, INC.
                                     EZPAWN KANSAS, INC.
                                     EZPAWN KENTUCKY, INC.
                                     EZPAWN MISSOURI, INC.
                                     EZPAWN SOUTH CAROLINA, INC.
                                     EZCORP INTERNATIONAL, INC.
                                     EZ MONEY NORTH CAROLINA, INC.

                                     By:
                                        ---------------------------------------
                                            Daniel N. Tonissen
                                            Senior Vice President

                                     TEXAS EZPAWN L.P.

                                     By:      TEXAS EZPAWN MANAGEMENT, INC.,
                                                  its sole general partner


                                                  By:
                                                     --------------------------
                                                       Daniel N. Tonissen
                                                       Senior Vice President