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•

The Audit Committee engaged a qualified, independent financial advisory firm for the purpose of evaluating the proposed advisory services agreement relative to comparable market rates for the services contemplated by the agreement, and that firm counseled and advised the committee in the course of its consideration and evaluation of the Madison Park relationship and the proposed terms of the new advisory services agreement.

•	The Audit Committee sought, received and relied upon an opinion from that independent financial advisory firm to the effect that the consideration to be paid to Madison Park pursuant to the advisory services agreement is fair to EZCORP from a financial point of view.

•	The committee's financial adviser prepared, and presented to the committee, a report that analyzed comparable public company advisory engagements. That report described the structure of the contracted fee and compared the amount of the fee to various financial metrics such as revenues and EBITDA.

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The committee considered whether EZCORP continues to need services provided by Madison Park and whether there were alternative sources for those services. The committee concluded that the services provided by Madison Park under previous contracts had been essential to the company's growth and diversification of its business and that these types of services would be critical to continue that successful growth and diversification. Further, the committee concluded that, given the current challenging market environment, the advice, counsel and guidance provided by Madison Park, as well as Madison Park's contacts and perspectives on strategic acquisition opportunities, would be critical to shaping and executing EZCORP's strategic plans, both short-term and long-term.

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The committee also concluded that, given EZCORP's unique business and based on the committee's prior investigations, it was unlikely that any other financial or strategic adviser would have the specific expertise to provide the services the company needs. A necessary element to this conclusion was the unique capabilities and expertise of Madison Park and its principal, Mr. Cohen, including long-term experience and high-level strategic, industry-specific expertise.

•	The committee considered a multi-year, performance-based arrangement, but ultimately concluded that a single-year, fixed-fee arrangement was in the best interests of the company at this time.

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•

In the context of an analysis of the historical and proposed fee amounts compared with the company's historical and projected financial results, as well as the analytical data provided by the committee's financial adviser, the committee considered whether the proposed retainer fee was appropriate, given the company's need for the services and Madison Park's unique ability to provide them. The committee observed that the amount of the proposed fee generally fell within the ranges indicated by the comparable data, albeit at the upper portions of those ranges. Given the unique expertise provided by Madison Park and the company's need for that unique expertise, the committee concluded that a fee in the upper portions of the comparable ranges was justified, particularly given the strategic challenges facing the company over the next year.

•	After thorough discussion and analysis, the committee concluded that, under reasonable analytical methodologies, the proposed fee appeared to be within the range indicated by the comparative data, particularly when the company's unique needs and Madison Park's unique abilities were considered.

(b)	Stephen A. Stamp, Senior Vice President and Chief Financial Officer (principal financial officer), will leave the company effective October 5, 2011. Mr. Stamp's departure is not the result of any issue or concern with the company's accounting, financial reporting or internal control over financial reporting.

(c)	Mark Kuchenrither, Executive Vice President, will assume the role of Chief Financial Officer (principal financial officer) as of October 5, 2012. Mr. Kuchenrither's position from and after October 5, 2012 will be Executive Vice President and Chief Financial Officer of EZCORP and President of Change Capital (the company's strategic acquisition and development unit).

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A.	EZCORP desires to engage Madison Park to render strategic and financial advisory services to EZCORP, as described herein.

B.	Madison Park desires to accept such engagement subject to the terms and conditions specified herein.

1.	Advisory Services — EZCORP hereby engages Madison Park to provide, and Madison Park hereby accepts such engagement and agrees to provide to EZCORP, advisory services related to EZCORP’s business and long term strategic plan, as modified by EZCORP from time to time. Such advisory services (the “Services”) shall include the following:

(a)	Identifying, evaluating and negotiating potential acquisitions and strategic alliances;

(b)	Assessing operating and strategic objectives, including new business development;

(c)	Assisting in international business development and strategic investment opportunities that complement EZCORP’s business lines and strategic objectives;

(d)	Analyzing financial condition and results of operations, evaluating strengths and weaknesses of financial performance and recommending measures to improve performance;

(e)	Advising on dividend policy and corporate transactions, such as stock repurchases, splits, recapitalizations and restructurings;

(f)	Providing briefings on business strategy to the Board of Directors from time to time;

(g)	Advising on investor relations and relations with investment bankers, securities analysis and other members of the financial services industry; and

(h)	Performing such other services as are reasonably requested by EZCORP.

2.	Compensation and Payments —

(a)	Retainer Fee — As compensation for providing the Services, EZCORP shall pay Madison Park a retainer fee equal to $7.2 million ($600,000 per month payable in advance on or before the fifth day of each month).

(b)

Reimbursement of Expenses — EZCORP shall reimburse Madison Park for its out-of-pocket travel and entertainment expenses incurred in connection with providing the Services. In order to document those expenses, Madison Park shall submit expense reports (including supporting documentation) in accordance with EZCORP’s expense reporting policies generally applicable to its executive officers. Expenses shall be paid within 30 days after receipt of appropriate expense reports and supporting documentation.

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3.	Term and Termination —

(a)	The engagement described in this Agreement shall commence on October 1, 2012 and shall terminate on September 30, 2013.

(b)	Either party may terminate this Agreement, and the engagement described herein, with or without cause upon 30 days written notice to the other party.

(c)

Upon termination of this Agreement, all obligations of the parties hereunder shall cease; provided, however that (i) EZCORP shall be obligated to pay any portion of the retainer fee under Paragraph 2(a) above that has been earned but remains unpaid as of the date of termination and shall be obligated to pay unreimbursed expenses pursuant to Paragraph 2(b) above (subject to the provisions thereof), and (ii) the provisions of Paragraphs 4 and 5 below shall survive such termination and shall continue in full force and effect.

4.	Indemnification and Contribution —

(a)

EZCORP shall indemnify and hold harmless Madison Park, its affiliates, the respective officers, directors, employees, consultants, associates and agents of Madison Park and its affiliates, and any person controlling Madison Park or any of its affiliates (each an “Indemnified Person”) from and against any and all claims, costs, expenses, liabilities, losses and damages (or actions in respect thereof) related to or arising out of this engagement or Madison Park’s connection therewith; provided, however, that EZCORP shall not be responsible for any claims, costs, expenses, liabilities, losses or damages of an Indemnified Person to the extent that it is finally determined by a court or other tribunal of competent jurisdiction that they resulted primarily from actions taken or omitted to be taken by such Indemnified Person due to such Indemnified Person’s recklessness, willful misconduct or bad faith or that they arose primarily out of or were based primarily upon any untrue statement or omission made (i) in any document or writing in reliance upon and in conformity with information furnished to EZCORP by such Indemnified Person for use in such document or writing or (ii) in any document in connection with the engagement without the prior approval of EZCORP. For purposes of this provision, a person shall be considered to be “controlling” Madison Park if such person would be considered to be a “controlling person” of Madison Park for purposes of either Section 15 of the Securities Act of 1933 or Section 20(a) of the Securities Exchange Act of 1934.

(b)

If any action or proceeding, including any governmental investigation, shall be brought or asserted against an Indemnified Person in respect of which indemnity may be sought from EZCORP, such Indemnified Person shall promptly notify EZCORP in writing of an Indemnified Person’s knowledge of such action or proceeding, and EZCORP shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of all fees and disbursements of such counsel and all other expenses related to such action or proceeding. Such Indemnified Person shall have the right to employ separate counsel in any such action or proceeding and to participate in defense thereof, but the fees and expenses of such separate counsel shall be at the expense of such Indemnified Person unless (i) EZCORP has agreed to pay such fees and expenses or (ii) EZCORP shall have failed to timely assume the defense of such action or proceeding, to employ counsel reasonably satisfactory to such Indemnified Person in any such action or proceeding and if requested by such Indemnified Person, to confirm in writing that it is obligated to indemnify such Indemnified Person against all claims, costs, expenses, liabilities, losses and damages related to or arising out of such action or proceeding in accordance with this Agreement or (iii) counsel shall determine that there is or could reasonably be expected to be a conflict of interest by reason of having common counsel in any action or proceeding, in which case, if such Indemnified Person notifies EZCORP in writing that it elects to employ separate counsel at the expense of EZCORP, EZCORP shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Person, it being understood, however, that EZCORP shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the

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(c)

If for any reason the indemnification provided herein is unavailable to an Indemnified Person under subparagraph (a) of this Paragraph in respect of any claims, costs, expenses, liabilities, losses or damages referred to therein or if such indemnification shall be insufficient to hold such Indemnified Person harmless from all such claims, costs, expenses, liabilities, losses or damages, then EZCORP, in lieu of indemnifying such Indemnified Person shall contribute to the amount paid or payable by such Indemnified Person as a result of such claims, costs, expenses, liabilities, losses, or damages (i) in such proportion as is appropriate to reflect the relative benefits received by EZCORP on the one hand and such Indemnified Person on the other hand or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of EZCORP, on the one hand, and such Indemnified Person, on the other, as well as any other relevant equitable consideration. The amount paid or payable by a party as a result of the claims, costs, expenses, liabilities, losses or damages referred to above shall be deemed to include, subject to the limitations set forth in subparagraph (b) of this Paragraph any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. Notwithstanding the provisions herein, Madison Park shall not be required to contribute any amount in excess of the aggregate amount of retainer fees received by Madison Park under this Agreement.

5.	Confidentiality and Securities Trading —

(a)

Neither party, without the express written consent of the other party, shall disclose to any person (i) the information disclosed by EZCORP to Madison Park in connection with Madison Park’s performance of the Services, (ii) the advice provided to EZCORP by Madison Park in connection with Madison Park’s performance of the Services or (iii) the terms of this Agreement; provided, however, that a party shall be entitled to make such disclosure if, but only to the extent that, it is required to do so by reason of a deposition, interrogatory, request for documents, subpoena, civil investigative demand, other demand or request by a governmental agency or the application of statutes, rules and regulations or similar process, including stock exchange requirements. The provisions of this subparagraph shall not apply to any information that is now or hereafter becomes generally available to the public other than as a result of a violation of this subparagraph.

(b)

Madison Park hereby acknowledges that EZCORP is a publicly traded company and that the information EZCORP discloses to Madison Park and its representatives during the course of this engagement may include material non-public information. Accordingly, Madison Park agrees (for itself and on behalf of its representatives) that it will not use any of such information for any purpose (including engaging in transactions involving the publicly traded securities of EZCORP) other than in connection with the performance of the Services pursuant to this engagement.

6.	Governing Law — This Agreement shall be governed by the laws of the State of New York.

7.

Assignment — The rights and obligations under this Agreement may not be assigned by either party without the express written consent of the other party; provided, however, that Madison Park, with at least 30 days’ written notice to EZCORP, may assign its rights and obligations to any of its affiliates. For purposes of this provision, Madison Park’s “affiliates” shall include those persons who control, are controlled by or are under common control with Madison Park.

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8.	Entire Agreement — This Agreement constitutes the entire agreement of the parties hereto with respect to all matters contemplated hereby and supersedes all previous agreements and understandings among them concerning such matters. No statements or agreements, oral or written, made prior to or at the signing hereof, shall vary, waive or modify the written terms hereof.

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•	The persons who, from time to time, are designated by the Board of Directors as Executive Officers.

•

Those other employees of the Company or any of its subsidiaries who are designated for participation in the Plan with respect to any fiscal year, taking into consideration (a) whether incentive-based compensation components are typically available for comparable positions at competitor companies and (b) each employee’s potential to make meaningful and substantial contributions to the achievement of the Company’s strategic, financial and other performance goals.

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•	Total stockholder return (stock price appreciation plus dividends);

•	Net income;

•	Earnings per share;

•	Return on sales;

•	Return on equity;

•	Return on assets;

•	Return on invested capital;

•	Increase in the market price of stock or other securities;

•	Revenues;

•	Net revenues;

•	Operating income;

•	Cash flow;

•	EBITDA (earnings before interest, taxes, depreciation, amortization, and gain/loss on sale/disposal of assets);

•	The performance of the Company in any of the above items in comparison to the average performance of the companies used in a self-constructed peer group established before the beginning of the period for measuring performance; or

•	Any other performance objective approved by the stockholders of the Company in accordance with Section 162(m) of the Internal Revenue Code.

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•	To increase the maximum amount of Incentive Bonus that may be paid to an Executive Officer under the Plan;

•	To materially modify the requirements as to eligibility for participation in the Plan; or

•	To materially modify the definition of Performance Measures.

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