Exhibit 10.4
      This Employment  Agreement  (the "Agreement")  is  entered into  as  of
 December 31,  2004  (the  "Effective  Date"),  by  and  between  First  Cash
 Financial Services, Inc.  (the "Company"),  a Delaware  corporation, and  J.
 Alan Barron (the "Executive").
      WHEREAS, Executive is presently employed by the Company pursuant to  an
 employment agreement entered into as of January 1, 2003, between the parties
 (said agreement  and  all  previous amendments  and/or  addenda  hereinafter
 referred to as the  "Old Employment Agreement"), and  the parties desire  to
 terminate the Old Employment Agreement and enter into a new agreement  based
 on the terms and conditions set forth below.
      NOW,  THEREFORE,  in   consideration  of  the   mutual  covenants   and
 obligations hereinafter set forth, the parties agree as follows:
      The parties agree that the Old Employment Agreement shall be terminated
 concurrently with  the Effective  Date of this Agreement and shall be  of no
 further force or effect  thereafter.  The parties  hereto waive and  release
 all rights  they may  have under  the  Old Employment  Agreement as  of  the
 Effective Date.
      2.   EMPLOYMENT.
      The Company  desires  to continue  to  employ the  Executive,  and  the
 Executive agrees to continue to work in the employ of the Company, according
 to the following terms and conditions.
      3.   DUTIES.
      (a) The  Company  will  continue  to  employ  the  Executive  as  Chief
 Executive Officer  ("CEO")  and  Chief  Operating  Officer  ("COO")  of  the
      (b) The Executive will serve in the Company's employ in that position.
      (c) Under  the direction  of  the Board  of  Directors of  the  Company
 ("Board"),  the  Executive  shall  have  such  powers,  functions,   duties,
 responsibilities and authority as are customarily required of and given to a
 CEO  and  COO  and  such  other  duties  and  responsibilities  commensurate
 with  such  position.   Such   powers,  functions,   authority,  duties  and
 responsibilities shall  include,  but  not be  limited  to:  the  day-to-day
 management of  the  Company,  its personnel,  and  such  additional  powers,
 authority, functions, duties and responsibilities as may be assigned to  him
 by the Board  or its  designee.   Executive shall  use his  best efforts  to
 achieve all  performance  goals  and  criteria  established  by  the  Board.
 Executive shall  exercise such  powers and  authority and  perform all  such
 functions, duties and responsibilities consistent with Company practices and
      The term  of employment  of Executive  is  through December  31,  2009.
 Subject to  the  provisions  of  Section 9,  the  term  of  the  Executive's
 Employment hereunder shall commence on December 31, 2004.  At the discretion
 of the  Board,  the  term  of employment  may  be  extended  for  additional
 successive periods of one year, each year beginning on January 1, 2006,  and
 each anniversary date  thereafter, provided that  during the previous  year,
 the Executive met  the stipulated  performance criteria  established by  the
 Board.  All such  extensions, if any,  must be in  writing, approved by  the
 Board, and  signed by  Executive and  an  authorized representative  of  the
      The Executive shall not at any time during his Employment engage in any
 other business related activities unless those activities do not interfere
 materially with the Executive's duties and responsibilities to the Company
 at that time. The foregoing, however, shall not preclude the Executive from
 engaging in appropriate civic, charitable, professional or trade association
 activities or from serving on one or more other boards of directors of
 public or private companies, as long as such activities and services do not
 conflict with his responsibilities to the Company.
      The Executive shall  not be  required to  move his  principal place  of
 residence from the Dallas/Fort Worth, Texas metropolitan area or to  perform
 regular duties that could reasonably be expected to require either such move
 against his  wish  or  to  spend  amounts of  time  each  week  outside  the
 Dallas/Fort  Worth,  Texas  metropolitan  area  which  are  unreasonable  in
 relation to the duties and responsibilities of the Executive hereunder,  and
 the Company agrees that, if  it requests the Executive  to make such a  move
 and the  Executive declines  that request,  (a) that  declination shall  not
 constitute any basis for a termination of the Executive's Employment and (b)
 no animosity or prejudice will be held against Executive.  Executive  agrees
 that  future  travel  in  amounts  reasonably  consistent  with  Executive's
 previous amount of travel shall not be deemed unreasonable.
      7.   COMPENSATION.
      (a)   SALARY.
      An annual base salary shall be payable to the Executive by the  Company
 as a guaranteed minimum amount under  this Agreement for each calendar  year
 during the  period from  January 1,  2005  to the  termination date  of  the
 Executive's Employment. That annual  base salary shall  (i) accrue daily  on
 the basis  of a  365-day year,  (ii)  be payable  to  the Executive  in  the
 intervals consistent with the Company's normal payroll schedules (but in  no
 event less  frequently than  semi-monthly) and  (iii) be  payable  beginning
 January 1, 2005  at an  initial annual  rate of  $500,000. The  compensation
 committee of the Board may determine  such other adjustments, which are  not
 inconsistent with the foregoing  terms, as may be  appropriate based on  the
 Executive's performance  during  the  most  recent  performance  period,  in
 accordance with the Company's compensation policies.
      (b) BONUS.
      At the  discretion of  the  Board's compensation  committee,  Executive
 shall be  eligible to  be paid  an  annual bonus  by  the Company  for  each
 calendar year during the period from January 1, 2005 to the termination date
 of the Executive's Employment.  That annual bonus shall  be payable at  such
 rate and in such  amount as is determined  by the compensation committee  of
 the board  of directors.  The Executive's  annual bonus,  if any,  shall  be
 adjusted annually in each December to  reflect such adjustments, if any,  as
 the Board's  compensation  committee  determines appropriate  based  on  the
 Executive's performance  during  the  most  recent  performance  period,  in
 accordance with  the  Company's  compensation policies.  A  failure  of  the
 Company to pay Executive  an annual bonus shall  not constitute a breach  or
 violation of this Agreement by the Company.
      The Executive  shall be  entitled to  participate in  all  Compensation
 Plans from time to time  in effect while in  the Employment of the  Company,
 regardless of whether the Executive is  an Executive Officer. All awards  to
 the Executive  under  all  Incentive  Plans  shall  take  into  account  the
 Executive's positions with  and duties and  responsibilities to the  Company
 and its subsidiaries  and affiliates.   The Company  shall supply  Executive
 with an automobile allowance, the make and model of which is subject to  the
 approval of the compensation committee of the Board, and be responsible  for
 all  expenses  related  thereto  throughout  the  term  of  this  Agreement.
 Executive may select an automobile of  his own choosing which is  reasonable
 in cost, appearance and function, taking into account the powers, authority,
 functions, duties  and  responsibilities  of Executive,  and  the  financial
 position and condition of  the Company. In consideration  and in support  of
 Executive's  duties  under  this  Agreement,  which  include  fostering  the
 goodwill, growth and earnings  of the Company, the  Company shall pay for  a
 private club  membership for  Executive, for  such amount  as is  reasonable
 taking  into   account  the   powers,  authority,   functions,  duties   and
 responsibilities of  Executive,  subject  to approval  of  the  compensation
 committee of the  Board.  In  order to ensure  the health,  safety and  well
 being of Executive, the  Company will also pay  reasonable fees, subject  to
 the prior approval of  the compensation committee of  the Board, for a  duly
 licensed and qualified co-pilot, also subject  to the prior approval of  the
 of the compensation  committee of  the Board,  to aid  and assist  Executive
 during Executive's piloting of any aircraft.
      (d)   EXPENSES.
      The  Executive  shall  be  entitled  to  prompt  reimbursement  of  all
 reasonable business  expenses incurred  by him  in  the performance  of  his
 duties during  the term  of this  Agreement, subject  to the  presenting  of
 appropriate vouchers and receipts in accordance with the Company's policies.
      8.   OTHER BENEFITS.
      During the term of this Agreement, the Executive and the members of his
 immediate family shall be  entitled to participate  in any employee  benefit
 plans or programs of  the Company to the  extent that his position,  tenure,
 salary, age, health and other qualifications  make him or them, as the  case
 may be,  eligible  to participate,  subject  to the  rules  and  regulations
 applicable thereto.
      The Company shall pay periodical subscription costs and membership fees
 and dues for  the Executive to  join professional organizations  appropriate
 for the Executive,  and which  further the interests  of the  Company.   The
 Company shall also pay or reimburse Executive for Executive's membership  in
 such additional clubs and organizations as may be agreed upon as  reasonable
 and appropriate between Executive and the Company.
      (c)    VACATION.
      The Executive shall be  entitled to four weeks  of vacation leave  with
 full pay during each year of this Agreement (each such year being a 12-month
 period ending on the  one year anniversary date  of the commencement of  the
 Executive's employment.) The times for such  vacations shall be selected  by
 the Executive, provided the dates selected do not interfere materially  with
 the performance  of  Executive's  duties  and  responsibilities  under  this
 agreement. The Executive may accrue up  to four weeks of vacation time  from
 year to year,  but vacation  time otherwise shall  not accrue  from year  to
      (d)  ACCOUNTING
      The Executive shall be  entitled to Company  paid or reimbursed  annual
 accounting services of up to $700 per year.
      (e)   INSURANCE
      For the term of this Agreement, the Company will provide, at no cost to
 Executive, term life  insurance benefits  under two  separate policies,  the
 first of which, naming the Company as beneficiary, shall be at the Company's
 option.  The first policy shall designate the Company as the beneficiary and
 loss payee.  This policy shall  be procured at the  option of the Board  and
 shall have an amount of  coverage, which shall be  at the discretion of  the
 Board.  The second policy shall be in the amount of not less than $2 million
 with the beneficiary  and loss payee  designated by the  Executive.  In  the
 discretion of the  Board, during  the term  of this  Agreement, the  Company
 shall also provide, at no cost to Executive, disability insurance sufficient
 to provide, in the event Executive becomes disabled, payments that would  be
 made to  Executive equal  or up  to  the amount  equal to  Executive's  base
 salary, as of the date of  disability, provided such coverage is  reasonably
 available  at  reasonable cost.  Executive  may procure  his own  disability
 coverage and at  the discretion  of the Board  the cost  of such  disability
 coverage may  be reimbursed,  if  the Company  does  not provide  the  same.
 Provided however, notwithstanding  any other provisions  of this  agreement,
 neither the Executive, nor his loss  payee or other designee under any  life
 or disability policy shall  be entitled to receive  any death or  disability
 benefits under any policy of insurance procured or paid for by the  Company,
 if the Executive's death  or disability occurs,  in whole or  in part, as  a
 consequence of an accident or other  incident involving an aircraft  piloted
 solely by Executive.   Rather, Executive  hereby conditionally assigns  such
 benefits  to  the  Company,  and  hereby  designates  the  Company  as   his
 beneficiary, loss payee or other designee  in the event of such an  accident
 or incident.  Executive hereby directs the insurance company(ies) to pay all
 such  conditionally assigned benefits to the Company in the event of such an
 accident  or  incident,  which  instruction  shall  survive  the  death   of
 Executive.  The health, safety and well being of Executive is very important
 to the Company,  and the Company  has caused this  provision to be  inserted
 into this agreement to encourage Executive to pilot his personal aircraft or
 any  other  aircraft,  if at all,  only with the  aid  and  assistance  of a
 duly licensed  and  qualified  co-pilot.  Should the  Executive's  death  or
 disability occur, in whole or  in part, as a  consequence of an accident  or
 other incident  involving  an  aircraft piloted  by  Executive  and  a  duly
 licensed and qualified  co-pilot, the conditional  assignment and  foregoing
 payment directive of such insurance benefits to the Company shall be void.
      9.    TERMINATION.
      The Executive's Employment hereunder may be terminated prior to the
 term provided for in Section 4 only under the following circumstances:
      (a)   DEATH.
      The Executive's Employment shall terminate automatically on the date of
 his death.
      (b)   DISABILITY.
      If a Disability  occurs and is  continuing, the Executive's  Employment
 shall terminate  180 days  after the  Company  gives the  Executive  written
 notice that  it intends  to  terminate his  Employment  on account  of  that
 Disability, or on such later date  as the Company specifies in such  notice.
 If the Executive resumes the performance of substantially all of his  duties
 under this Agreement before the termination becomes effective, the notice of
 intent to terminate  shall be deemed  to have been  revoked.  Disability  of
 Executive shall not prevent the Company from making necessary changes during
 the period of Executive's Disability to conduct its affairs.
      The Executive may terminate his Employment at any time and without Good
 Cause with 90 days' prior written notice to the Company.
      The Executive may terminate his Employment  for Good Cause at any  time
 within 180 days (one year if the Good Cause is the occurrence of a Change of
 Control) after the Executive  becomes consciously aware  that the facts  and
 circumstances constituting Good Cause exist are continuing and by giving the
 Company 30  days'  prior  written  notice  that  the  Executive  intends  to
 terminate his  Employment  for Good  Cause,  which notice  will  state  with
 specificity the basis  for Executive's  contention that  Good Cause  exists;
 provided, however, that  if Executive  terminates for  Good Cause  due to  a
 Change in Control, the Change in Control  must actually occur.  A Change  in
 Control will not  be deemed to  have actually occurred  merely because of  a
 pending or  possible event.   The  Executive shall  not have  Good Cause  to
 terminate his Employment solely by reason  of the occurrence of a Change  in
 Control until  one year  after  the date  such  Change in  Control  actually
 occurs.  The Executive  may not terminate  for Good Cause  if the facts  and
 circumstances constituting Good Cause are substantially cured by the Company
 within 30 days following notice to the Company.
      The Executive's Employment is at will.  The Company reserves the  right
 to terminate  the  Executive's  Employment at  anytime  whatsoever,  without
 cause, with 30 days' prior written notice to the Executive.
      The Company reserves the right to terminate the Executive's  Employment
 for Cause. In the event that the Company determines that Cause exists  under
 Section 13(f)(i)  for the  termination of  the Executive's  Employment,  the
 Company shall provide in writing (the "Notice of Cause"), the basis for that
 determination and the manner, if any, in which the breach or neglect can  be
 cured. If  either the  Company has  determined that  the breach  or  neglect
 cannot be cured, as  set forth in the  Notice of Cause,  or has advised  the
 Executive in  the Notice  of Cause  of the  manner in  which the  breach  or
 neglect can be cured, but the  Executive fails to substantially effect  that
 cure within 30 days after  his receipt of the  Notice of Cause, the  Company
 shall be entitled  to give  the Executive  written notice  of the  Company's
 intention to  terminate Executive's  Employment for  Cause (the  "Notice  of
 Intent to  Terminate"). Executive  shall have  the right  to object  to  any
 Notice  of  Intent  to  Terminate  Executive's  Employment  for  Cause,   by
 furnishing the Company within ten days of receipt by Executive of the Notice
 of Intent  to Terminate  Executive's Employment  for Cause,  written  notice
 specifying the reasons  Executive contends  either (i)  Cause under  Section
 13(f)(i) does not exist or has been timely cured or (ii) in the circumstance
 of a Notice of  Intent to Terminate Executive's  Employment for Cause  under
 Section 13(f)(ii), that such Cause does not exist (the "Notice of Intent  to
 Join Issue over  Cause").  The  failure of Executive  to timely furnish  the
 Company with a  Notice of Intent  to Join Issue  over Cause  shall serve  to
 conclusively establish  Cause hereunder,  and the  right of  the Company  to
 terminate the Executive's Employment  for Cause.   Within 30 days  following
 its receipt of  a timely  Notice of  Intent to  Join Issue  Over Cause,  the
 Company  must  either  rescind  the  Notice  of  Intent  to  Terminate   the
 Executive's Employment  for  Cause, or  file  a demand  for  arbitration  in
 accordance with Section 27, to determine whether the Company is entitled  to
 terminate Executive's  Employment for  Cause.   During the  pendency of  the
 arbitration proceeding, and  until such  time as  Executive's Employment  is
 terminated, Executive shall be entitled  to receive Compensation under  this
 Agreement.  In the  discretion of the Board,  however, the Executive may  be
 reassigned or  suspended with  pay,  during not  only  the pendency  of  the
 arbitration proceeding,  but during  the period  from the  date the  Company
 furnishes Executive with  a Notice of  Intent to  Terminate the  Executive's
 Employment for  Cause  until  such  date  as  the  notice  is  rescinded,  a
 determination  that  Cause  does  not  exist  is  made  in  the  arbitration
 proceeding or in the event of a  determination that Cause does exist in  the
 arbitration proceeding, the effective date of the termination of Executive's
 Employment for Cause.  In the  event that the Company determines that  Cause
 exists under  Section 13(f)(ii)  or 13(f)(iii)  for the  termination of  the
 Executive's  Employment,  it  shall  be  entitled  to  immediately   furnish
 Executive with  a  Notice  of Intent  to  Terminate  Executive's  Employment
 without providing a Notice of Cause or any opportunity prior to that  notice
 to contest that determination. Any termination of the Executive's Employment
 for Cause pursuant to this Section 9(f) shall be effective immediately  upon
 the Executive's receipt of the Company's written notice of that  termination
 and the Cause therefore.
      At the expiration  of the term  of employment as  stated in Section  4,
 either party may terminate this Agreement by giving the other party  written
 notice at least 90 days for the Executive and 30 days for the Company before
 the expiration of the term of employment stated in Section 4.
      Unless effected under  Section 9(g), if  the Executive's Employment  is
 terminated during  the  term  of this  Agreement,  the  Executive  shall  be
 entitled to receive severance payments as follows:
      (a) If the  Executive's Employment  is terminated  under Section  9(a),
 (b), (d), (e)  or (g),  the Company  will pay  or cause  to be  paid to  the
 Executive (or,  in  the  case  of a  termination  under  Section  9(a),  the
 beneficiary the  Executive  has designated  in  writing to  the  Company  to
 receive payment pursuant to  this Section 10(a) or,  in the absence of  such
 designation, the  Executive's estate):   (i)  the Accrued  Salary; (ii)  the
 Other Earned Compensation;  (iii) the  Reimbursable Expenses;  and (iv)  the
 Severance Benefit.  Provided  however, notwithstanding any other  provisions
 of this agreement, neither  the Executive nor in  the case of a  termination
 under Section 9(a), the beneficiary the Executive has designated in  writing
 to the Company to receive payment pursuant to this Section 10(a) or, in  the
 absence of such designation,  the Executive's estate,  shall be entitled  to
 receive the Severance Benefit  in the event of  a termination under  Section
 9(a) or 9(b), if the Executive  death or disability of Executive occurs,  in
 whole or  in  part,  as a  consequence  of  an accident  or  other  incident
 involving an aircraft piloted solely by  Executive.  The health, safety  and
 well being of Executive  is very important to  the Company, and the  Company
 has caused this provision  to be inserted into  this agreement to  encourage
 Executive to pilot his personal aircraft  or any other aircraft, if at  all,
 only with the aid and assistance of a duly licensed and qualified  co-pilot.
 Should there  exist  a termination  Section  9(a) or  9(b)  as a  result  of
 Executive's death or  disability, which occurs,  in whole or  in part, as  a
 consequence of an accident or other  incident involving an aircraft  piloted
 by Executive  and a  duly licensed  and  qualified co-pilot,  the  foregoing
 restriction governing the payment of the Severance Benefit shall not apply.
      (b) If the Executive's Employment is  terminated under Section 9(c)  or
 (f), the Company  will pay or  cause to be  paid to the  Executive: (i)  the
 Accrued Salary determined  as of  and through  the termination  date of  the
 Executive's Employment; (ii)  the Other Earned  Compensation; and (iii)  the
 Reimbursable Expenses.
      (c) Any payments to which the Executive (or his designated  beneficiary
 or estate, if Section 9(a) applies) is entitled pursuant to paragraph (i) of
 subsection (a) of this Section 10 or paragraph (i) of subsection (b) of this
 Section 10, as applicable, will be paid  in a single lump sum within  thirty
 days after the termination date of the Executive's Employment.  At the  sole
 option and  election of  the Executive  (or  his designated  beneficiary  or
 estate, if Section  9(a) applies), which  election shall be  made within  30
 days of the termination of Executive's Employment, the Company shall pay the
 executive the Severance Benefit, if at all, (1)  in a lump sum on a  present
 value basis; (2) on a semi-monthly  basis (as if Executive's employment  had
 continued), or  (3) on  such other  periodic basis  reasonably requested  by
 Executive  (or  his  designated  beneficiary  or  estate,  if  Section  9(a)
 applies), in which event, the payments will be discounted to the extent  the
 periodic basis  selected  by Executive  (or  his designated  beneficiary  or
 estate, if Section 9(a) applies) results  in an earlier payout to  Executive
 (or his designated beneficiary or estate,  if Section 9(a) applies) than  if
 Executive were paid  on a semi-monthly  basis.  The  Company shall be  given
 credit for all life or disability insurance proceeds paid to Executive   (or
 his designated beneficiary or estate, if Section 9(a) applies) on any policy
 procured, paid for or reimbursed by  the Company pursuant to this  Agreement
 (up to $2 million in the case of life  insurance).  Upon the failure of  the
 Executive to timely  make an election  as provided herein,  such  option and
 election shall revert to the Company.  However, if Section 9(a) applies  and
 the Executive's designated beneficiary or estate  is the beneficiary  of one
 or more insurance policies purchased by  the Company and then  in effect the
 proceeds of  which  are  payable  to  that  beneficiary  by  reason  of  the
 Executive's death,  then (i)  the Company,  at its  option, may  credit  the
 amount of  those  proceeds,  as  and  when  paid  by  the  insurer  to  that
 beneficiary,  against  the  payment  to  which  the  Executive's  designated
 beneficiary or estate is entitled pursuant  to paragraph (iv) of  subsection
 (a) of this Section 10  and, if it exercises  that option, (ii) the  payment
 otherwise due pursuant  to that  paragraph (iv)  will bear  interest on  the
 outstanding balance  thereof from  and including  the fifth  day after  that
 termination date to the date of  payment by the insurer to that  beneficiary
 at the rate of interest specified in Section 32; and provided, further, that
 if Section 9(b) applies and the  Executive is the beneficiary of  disability
 insurance purchased by the Company and  then in effect, the Company, at  its
 option, may credit the proceeds of  that insurance which are payable to  the
 Executive, valued at their present value  as of that termination date  using
 the interest rate specified in Section 32 and then in effect as the discount
 rate, against the  payment to which  the Executive is  entitled pursuant  to
 paragraph (iv) of subsection (a) of  this Section 10. Any payments to  which
 the Executive  (or his  designated beneficiary  or estate,  if Section  9(a)
 applies) is entitled pursuant to paragraphs (ii) and (iii) of subsection (a)
 or (b) of this Section 10, as applicable, will be paid in a single lump  sum
 within five days after the termination date of the Executive's Employment or
 as soon thereafter as is  administratively feasible, together with  interest
 accrued thereon from and including the fifth day after that termination date
 to the date of payment at the rate of interest specified in Section 32.
      (d) Except as provided in Sections 15, 25 and this Section, the Company
 will have no payment obligations under  this Agreement to the Executive  (or
 his designated beneficiary  or estate, if  Section 9(a)  applies) after  the
 termination date of the Executive's Employment.
      11.  RESIGNATIONS.
      Upon termination  of  Executive's  employment with  or  without  cause,
 Executive shall  resign  as  an officer of the Company  and  will thereafter
 refuse election as an officer or director of the Company.
      Upon termination of Executive's employment with or without cause,
 Executive shall immediately return and deliver to the Company and shall not
 retain any originals or copies of any books, papers, price lists, customer
 contracts, bids, customer lists, files, notebooks or any other documents
 containing any of the Confidential information or otherwise relating to
 Executive's performance of duties under this Agreement.  Executive further
 acknowledges and agrees that all such documents are the Company's sole and
 exclusive property.
      The following terms used in this Agreement when capitalized shall  have
 the following meanings:
      (a)   ACCRUED SALARY.
      "Accrued Salary" shall mean the salary that has accrued, and the salary
 that would accrue through and  including the last day  of the pay period  in
 which the  termination  date of  the  Executive's Employment  occurs,  under
 Section 6(a),  which  has  not  been  paid  to  the  Executive  as  of  that
 termination date.
      "Acquiring Person" shall mean  any person who  or which, together  with
 all Affiliates and Associates of such person, is or are the Beneficial Owner
 of 50 percent or more  of the shares of  Common Stock then outstanding,  but
 does not include any Exempt Person;  provided, however, that a person  shall
 not be  or become  an Acquiring  Person if  such person,  together with  its
 Affiliates and Associates, shall become the  Beneficial Owner of 50  percent
 or more of the shares of Common Stock then outstanding solely as a result of
 a reduction in the number of shares  of Common Stock outstanding due to  the
 repurchase of Common  Stock by the  Company, unless and  until such time  as
 such person or any Affiliate or  Associate of such person shall purchase  or
 otherwise become the Beneficial Owner of  additional shares of Common  Stock
 constituting 1% or more of the   then outstanding shares of Common Stock  or
 any other person (or  persons) who is (or  collectively are) the  Beneficial
 Owner of  shares  of  Common Stock  constituting  1%  or more  of  the  then
 outstanding shares of Common Stock shall become an Affiliate or Associate of
 such person, unless,  in either such  case, such person,  together with  all
 Affiliates and Associates of such person,  is not then the Beneficial  Owner
 of 50% or more of the shares of Common Stock then outstanding.
      (c)   AFFILIATE.
      "Affiliate" has  the meaning  ascribed  to that  term  in Rule  405  of
 Regulation C.
      (d)   ASSOCIATE.
      "Associate"  shall  mean,  with  reference  to  any  person,  (i)   any
 corporation, firm, partnership, association, unincorporated organization  or
 other entity (other  than the  Company or a  subsidiary of  the Company)  of
 which that person is  an officer or general  partner (or officer or  general
 partner of a general partner) or is, directly or indirectly, the  Beneficial
 Owner of 10% or more of any class  of its equity securities, (ii) any  trust
 or other estate in which that  person has a substantial beneficial  interest
 or of which that person serves as trustee or in a similar fiduciary capacity
 and  (iii)  any relative  or spouse  of that person, or any relative of that
 spouse, who has the same home as that person.
      A specified person shall be deemed the "Beneficial Owner" of, and shall
 be deemed to "beneficially own," any securities:  (i) of which that person
 or any of that person's Affiliates or Associates, directly or indirectly, is
 the "beneficial owner" (as determined pursuant to Rule 13d-3 under the
 Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
 otherwise has the right to vote or dispose of, including pursuant to any
 agreement, arrangement or understanding (whether or not in writing);
 provided, however, that a person shall not be deemed the "Beneficial Owner"
 of, or to "beneficially own," any security under this subparagraph (i) as a
 result of an agreement, arrangement or understanding to vote that security
 if that agreement, arrangement or understanding: (A) arises solely from a
 revocable proxy or consent given in response to a public (that is, not
 including a solicitation exempted by Exchange Act Rule 14a-2(b)(2)) proxy or
 consent solicitation made pursuant to, and in accordance with, the
 applicable provisions of the Exchange Act; and (B) is not then reportable by
 such person on Exchange Act Schedule 13D (or any comparable or successor
 report); (ii)  which that person or any of that person's Affiliates or
 Associates, directly or indirectly, has the right or obligation to acquire
 (whether that right or obligation is exercisable or effective immediately or
 only after the passage of time or the occurrence of an event) pursuant to
 any agreement, arrangement or understanding (whether or not in writing) or
 on the exercise of conversion rights, exchange rights, other rights,
 warrants or options, or otherwise; provided, however, that a person shall
 not be deemed the "Beneficial Owner" of, or to "beneficially own,"
 securities tendered pursuant to a tender or exchange offer made by that
 person or any of that  person's Affiliates or Associates until those
 tendered securities are accepted for purchase or exchange; or (iii) which
 are beneficially owned, directly or indirectly, by (A) any other person (or
 any Affiliate or Associate thereof) with which the specified person or any
 of the specified person's Affiliates or Associates has any agreement,
 arrangement or understanding (whether or not in writing) for the purpose of
 acquiring, holding, voting (except pursuant to a revocable proxy or consent
 as described in the proviso to subparagraph (i) of this definition) or
 disposing of any voting securities of the Company or (B) any group (as that
 term is used in Exchange Act Rule 13d-5(b)) of which that specified person
 is a member; provided, however, that nothing in this definition shall cause
 a person engaged in business as an underwriter of securities to be the
 "Beneficial Owner" of, or to "beneficially own," any securities acquired
 through that person's participation in good faith in a firm commitment
 underwriting until the expiration of 40 days after the date of that
 acquisition. For purposes of this Agreement, "voting" a security shall
 include voting, granting a proxy, acting by consent making a request or
 demand relating to corporate action (including, without limitation, calling
 a stockholder meeting) or otherwise giving an authorization (within the
 meaning of Section 14(a) of the Exchange Act) in respect of such security.
      (f)   CAUSE.
      "Cause" shall mean that  the Executive has   (i) willfully breached  or
 habitually neglected (otherwise  than by reason  of injury,  or physical  or
 mental  illness,  or  any  disability  as  defined  by  the  Americans  with
 Disabilities Act of 1990, Public Law  101-336, 42 U.S.C.A. S 12101 et  seq.)
 material duties which  he was required  to perform under  the terms of  this
 Agreement,  (ii)  committed and been  charged with act(s)  of dishonesty  or
 fraud, or (iii)  piloted any aircraft  without the aid  and assistance of  a
 duly licensed and qualified co-pilot approved by the Company.
      (g)   CHANGE OF CONTROL.
      "Change of Control" shall mean the occurrence of the following  events:
 (i) any person or entity  becomes an Acquiring Person,  or (ii) a merger  of
 the Company with or  into, or a sale  by the Company  of its properties  and
 assets substantially as an  entirety to, another person  or entity; (iii)  a
 majority of  the  incumbent board  of  directors  cease for  any  reason  to
 constitute at least a majority of the Board; and (iv) immediately after  the
 occurrence of (i), (ii) or (iii) above, any person or entity, other than  an
 Exempt Person, together with all Affiliates and Associates of such person or
 entity, shall be the  Beneficial Owner of  50% or more  of the total  voting
 power of  the  then  outstanding  Voting Shares  of  the  person  or  entity
 surviving that transaction (in  the case of a  merger or consolidation),  or
 the person or entity acquiring those properties and assets substantially  as
 an entirety.
      (h)   COMPANY.
      "Company" shall  mean  (i)  First  Cash  Financial  Services,  Inc.,  a
 Delaware corporation,  and  (ii)  any person  or  entity  that  assumes  the
 obligations of "the  Company" hereunder, by  operation of  law, pursuant  to
 Section 18 or otherwise.
      "Compensation Plan"  shall  mean any  compensation  arrangement,  plan,
 policy, practice  or program  established, maintained  or sponsored  by  the
 Company or any subsidiary  of the Company,  or to which  the Company or  any
 subsidiary of the Company contributes, on behalf of any Executive Officer or
 any member of the immediate family of any Executive Officer by reason of his
 status as such, (i)  including (A) any "employee  pension benefit plan"  (as
 defined in Section 3(2)  of the Employee Retirement  Income Security Act  of
 1974, as amended ("ERISA")) or other "employee benefit plan" (as defined  in
 Section 3(3) of ERISA), (B) any other retirement or savings plan,  including
 any supplemental benefit  arrangement relating to  any plan  intended to  be
 qualified under Section  401(a) of  the Internal  Revenue Code  of 1986,  as
 amended (the "Code"), or  whose benefits are limited  by the Code or  ERISA,
 (C) any "employee welfare plan" (as  defined in Section 3(1) of ERISA),  (D)
 any arrangement, plan, policy, practice  or program providing for  severance
 pay, deferred compensation or insurance benefit, (E) any Incentive Plan  and
 (F) any arrangement, plan, policy, practice  or program (1) authorizing  and
 providing for the payment or reimbursement  of expenses attributable to  air
 travel and hotel occupancy  while traveling on business  for the Company  or
 (2) providing for the  payment of business luncheon  and country club  dues,
 long-distance charges,  mobile phone  monthly air  time or  other  recurring
 monthly charges or any other fringe  benefit, allowance or accommodation  of
 employment, but (ii) excluding  any compensation arrangement, plan,  policy,
 practice or program to the extent it provides for annual base salary.
      (j)   DISABILITY.
      "Disability" shall mean that the Executive, with reasonable
 accommodation, has been unable to perform his essential duties under this
 Agreement for a period of at least six consecutive months as a result of his
 incapacity due to injury or physical or mental illness, any disability as
 defined in a disability insurance policy which provides coverage for the
 Executive, or any disability as defined by the Americans with Disabilities
 Act of 1990, Public Law 101-336, 42 U.S.C.A. S 12101 et seq.
      (k)   EMPLOYMENT.
      "Employment" shall mean the salaried employment of the Executive by the
 Company or a subsidiary of the Company hereunder.
      "Executive Officer" shall mean any of the chief executive officer,  the
 chief operating officer,  the chief  financial officer,  the president,  any
 executive, regional or  other group  or senior  vice president  or any  vice
 president of the Company.
      (m)   EXEMPT PERSON.
      "Exempt Person" shall mean: (i)(A) the  Company, any subsidiary of  the
 Company, any employee benefit plan of  the Company or any subsidiary of  the
 Company and  (B)  any person  organized,  appointed or  established  by  the
 Company for or pursuant to the terms of any such plan or for the purpose  of
 funding any such plan  or funding other employee  benefits for employees  of
 the Company  or any  subsidiary  of the  Company;  (ii) the  Executive,  any
 Affiliate of the  Executive which the  Executive controls or  any group  (as
 that term is used in Exchange Act  Rule 13d-5(b)) of which the Executive  or
 any such Affiliate is a member.
      (n)   GOOD CAUSE.
      "Good Cause" for  the Executive's termination  of his Employment  shall
 mean: (i) any decrease in the annual  base salary under Section 7(a) or  any
 other violation hereof  in any  material respect  by the  Company; (ii)  any
 material reduction in  the Executive's compensation  under Section 7;  (iii)
 the assignment  to the  Executive of  duties  inconsistent in  any  material
 respect with  the  Executive's  then current  positions  (including  status,
 offices,  titles   and  reporting   requirements),  authority,   duties   or
 responsibilities  or  any  other  action   by  the  Company   which  results
 in  a  material  diminution  in  those   positions,  authority,   duties  or
 responsibilities; (iv) any  unapproved relocation of  the Executive; or  (v)
 the occurrence of a Change of  Control.  Good Cause  shall not exist if  the
 Company cures within the period prescribed herein.
      "Incentive Plan" shall mean any compensation arrangement, plan, policy,
 practice or program established, maintained or  sponsored by the Company  or
 any subsidiary of the Company, or to which the Company or any subsidiary  of
 the Company  contributes,  on behalf  of  any Executive  Officer  and  which
 provides for incentive,  bonus or  other performance-based  awards of  cash,
 securities,  the  phantom  equivalent  of  securities  or  other   property,
 including any stock  option, stock appreciation  right and restricted  stock
 plan, but excluding any plan intended to qualify as a plan under any one  or
 more of Sections 401(a), 401(k) or 423 of the Code.
      "Other Earned Compensation" shall mean  all the compensation earned  by
 the Executive prior to the termination date of his Employment as a result of
 his Employment  (including  compensation  the  payment  of  which  has  been
 deferred by the Executive, but excluding Accrued Salary and compensation  to
 be paid to the  Executive in accordance with  the terms of any  Compensation
 Plan), together  with all  accrued interest  or earnings,  if any,  thereon,
 which has not been paid to the Executive as of that date.
      "Reimbursable  Expenses"  shall  mean  the  expenses  incurred  by  the
 Executive on or prior to the termination date of his Employment which are to
 be reimbursed to the  Executive under Section 7(c)  and which have not  been
 reimbursed to the Executive as of that date.
      "Severance Benefit"  shall mean  all  Compensation provided  for  under
 Section 7 through the  remainder of the Executive's  term of employment,  it
 being the parties' intent that, except for a termination under Section 9(c),
 (f) or (g), the Executive shall receive  all Compensation as if his term  of
 employment continued as provided for under Section 4.
      (a)  Executive's Acknowledgment.    Executive agrees  and  acknowledges
           that in order to assure the Company that it will retain its  value
           as a going concern, it is  necessary that Executive undertake  not
           to  utilize  his  special  knowledge  of  the  business  and   his
           relationships with  customers  and  vendors to  compete  with  the
           Company.  Executive further acknowledges that:
           (i)  the Company  is  and  will be  engaged  in  the  business  of
                pawnshop services, deferred  presentment transactions,  small
                loan business, short-term loan business, payday loan services
                and check cashing services;
           (ii) Executive will occupy a position of trust and confidence with
                the Company prior to the date  of this agreement and,  during
                such period and Executive's employment under this  agreement,
                Executive will  become  familiar  with  the  Company's  trade
                secrets  and   with   other  proprietary   and   confidential
                information concerning the Company;
           (iii)  the  agreements  and  covenants  contained in this  Section
                14 are essential to protect the  Company and the goodwill  of
                the business; and
           (iv) Executive's employment with the  Company has special,  unique
                and extraordinary value to the Company and the Company  would
                be irreparably damaged if Executive were to provide  services
                to any person  or entity in  violation of  the provisions  of
                this agreement.
      (b)  Company's Acknowledgement.  The  Company hereby acknowledges  that
           it will  provide  Executive  with confidential  and  trade  secret
           information relating to the  operation of the Company's  business,
           including but not limited  to, customer lists, operating  manuals,
           internal controls, computer systems, computer controls, day-to-day
           operating procedures, management of  personnel, hiring and  firing
           of personnel,  promoting  personnel, marketing  of  the  company's
           products, new store  site selection, selection  of new  geographic
           markets, and details of the industries' laws and regulation.
      (c)  Competitive Activities.  Executive hereby agrees that for a period
           commencing on the date  hereof and ending  one year following  the
           later of  (i)  termination  of  Executive's  employment  with  the
           Company for  whatever  reason,  and (ii)  the  conclusion  of  the
           period, if any,  during which the  Company is  making payments  to
           Executive, he  will  not,  directly or  indirectly,  as  employee,
           agent, consultant,  stockholder, director,  co-partner or  in  any
           other individual or representative capacity, own, operate, manage,
           control, engage in, invest in or participate in any manner in, act
           as a consultant or  advisor to, render services  for (alone or  in
           association with  any person,  firm,  corporation or  entity),  or
           otherwise assist any  person or  entity (other  than the  Company)
           that engages in or owns, invests in, operates, manages or controls
           any venture or enterprise that  directly or indirectly engages  or
           proposes in engage  in the  business of  pawnshops, check  cashing
           services, payday loan  services or proposes  to in  engage in  the
           business of the distribution or sale of (i) products  distributed,
           sold or  licensed  by the  Company  or services  provided  by  the
           Company at the time  of termination or  (ii) products or  services
           proposed at the time of such termination to be distributed,  sold,
           licensed or provided by the Company within 50 miles of any of  the
           Company's locations   (the "Territory");  provided, however,  that
           nothing contained herein shall  be construed to prevent  Executive
           from investing in the stock of any competing corporation listed on
           a national securities exchange  or traded in the  over-the-counter
           market, but only if Executive is  not involved in the business  of
           said corporation and if Executive and his associates (as such term
           is defined in  Regulation 14(A) promulgated  under the  Securities
           Exchange  Act  of  1934,  as  in  effect  on  the  date   hereof),
           collectively, do not own more than an aggregate of two percent  of
           the stock of  such corporation.   With respect  to the  Territory,
           Executive specifically acknowledges that the Company has conducted
           the business throughout those  areas comprising the Territory  and
           the Company intends to continue to expand the business  throughout
           the Territory.
      (d)  Blue Pencil.  If an arbitrator shall at any time deem the terms of
           this agreement  or any  restrictive covenant  too lengthy  or  the
           Territory too extensive, the other  provisions of this section  14
           shall nevertheless stand, the  restrictive period shall be  deemed
           to  be  the   longest  period   permissible  by   law  under   the
           circumstances and the  Territory shall be  deemed to comprise  the
           largest territory permissible by law under the circumstances.  The
           arbitrator in each case shall reduce the restricted period  and/or
           the Territory to permissible duration or size.
      (e)  Non-Solicitation  of  Employees.    Executive  agrees  that  while
           employed  by  the  Company  and  for  two  (2)  years  after   the
           termination of the Executive's employment for whatever reason, the
           Executive will not recruit,  hire or attempt  to recruit or  hire,
           directly or assisted by others, any other employee of the  Company
           with  whom  the  Executive  had  contact  during  the  Executive's
           employment with the Company.  For the purposes of this  paragraph,
           a contact means any  interaction whatsoever between the  Executive
           and the other employee.
      (f)  Non-Solicitation  of  Customers.    Executive  agrees  that  while
           employed  by  the  Company  and  for  two  (2)  years  after   the
           termination of the Executive's employment for whatever reason, the
           Executive will  not  directly or  indirectly,  for himself  or  on
           behalf of any other  person, partnership, company, corporation  or
           other entity, solicit or  attempt to solicit,  for the purpose  of
           engaging in competition with the Company,
           (i)  any person or entity whose account was serviced by  Executive
                at the Company; or
           (ii) any person or entity  who is or has  been a customer  of  the
                Company prior to Executive's termination; or
           (iii)    any  person  or  entity  the  Company  has  targeted  and
                contacted prior to Executive's termination for the purpose of
                establishing a customer relationship.
      Executive agrees that these restrictions are necessary to protect
 Executive's legitimate business interests, and Executive agrees that these
 restrictions will not prevent Executive from earning a livelihood.
      15. TAX INDEMNITY.
      Should any of the payments of  salary, other incentive or  supplemental
 compensation, benefits,  allowances,  awards,  payments,  reimbursements  or
 other perquisites,  or any  other payment  in  the nature  of  compensation,
 singularly, in any combination  or in the aggregate,  that are provided  for
 hereunder to be paid to or for the benefit of the Executive be determined or
 alleged to  be subject  to an  excise  or similar  purpose tax  pursuant  to
 Section 4999 of  the Code,  or any  successor or  other comparable  federal,
 state or local tax law by reason of being a "parachute payment" (within  the
 meaning of Section 280G of the Code), the parties agree to negotiate in good
 faith changes to this  Agreement necessary to avoid  such excise or  similar
 purpose tax,  without diminishing  Executive's  salary, other  incentive  or
 supplemental   compensation,   benefits,   allowances,   awards,   payments,
 reimbursements or other perquisites, or any  other payment in the nature  of
 compensation.  Alternatively, the  Company shall pay  to the Executive  such
 additional compensation  as  is necessary  (after  taking into  account  all
 federal, state and local taxes payable by  the Executive as a result of  the
 receipt of such additional compensation) to place the Executive in the  same
 after-tax position (including federal, state and local taxes) he would  have
 been in had no such excise or similar purpose tax (or interest or  penalties
 thereon) been  paid or  incurred.  The Company  hereby  agrees to  pay  such
 additional compensation within  the earlier to  occur of  (i) five  business
 days after the Executive notifies the Company that the Executive intends  to
 file a tax return  taking the position that  such excise or similar  purpose
 tax is due and payable in reliance  on a written opinion of the  Executive's
 tax counsel (such tax counsel to be chosen solely by the Executive) that  it
 is more likely than not that such excise tax  is due and payable or (ii)  24
 hours of any notice of or action by the Company that it intends to take  the
 position that such excise tax is due and payable. The costs of obtaining the
 tax counsel opinion  referred to  in clause  (i) of  the preceding  sentence
 shall be borne by the Company, and as long as such tax counsel was chosen by
 the Executive in good faith, the  conclusions reached in such opinion  shall
 not be challenged or  disputed by the Company.  If the Executive intends  to
 make any payment with respect to any such excise or similar purpose tax as a
 result of an  adjustment to the  Executive's tax liability  by any  federal,
 state  or  local  tax  authority,  the  Company  will  pay  such  additional
 compensation by delivering its cashier's check payable in such amount to the
 Executive within five business days after the Executive notifies the Company
 of his intention to  make such payment. Without  limiting the obligation  of
 the Company  hereunder, the  Executive agrees,  in the  event the  Executive
 makes any payment pursuant to the preceding sentence, to negotiate with  the
 Company in good faith with respect to procedures reasonably requested by the
 Company which would afford the Company the ability to contest the imposition
 of such excise or similar purpose tax; provided, however, that the Executive
 will not  be  required  to afford  the  Company  any right  to  contest  the
 applicability of any such excise or  similar purpose tax to the extent  that
 the Executive  reasonably determines  (based upon  the  opinion of  his  tax
 counsel) that such contest is inconsistent with the overall tax interests of
 the Executive.
      The Executive's services shall be  performed primarily in the  vicinity
 of Arlington, Texas.  The parties acknowledge,  however, that the  Executive
 will be required to travel in connection with the performance of his duties.
      (a) The Executive agrees  to comply fully  with the Company's  policies
 relating to non-disclosure  of the Company's  trade secrets and  proprietary
 information and processes. Without limiting the generality of the foregoing,
 the  Executive will not,  during the term  of his Employment,  disclose  any
 such secrets,  information  or  processes to any  person, firm, corporation,
 association or other entity for any  reason or purpose whatsoever except  as
 may be required by  law or governmental agency  or legal process, nor  shall
 the Executive make use of any such property for his own purposes or for  the
 benefit of any person, firm, corporation or other entity (except the Company
 or any of its subsidiaries) under any circumstances during or after the term
 of his  Employment, provided  that after  the term  of his  Employment  this
 provision shall not  apply to secrets,  information and  processes that  are
 then in the public domain (provided that the Executive was not  responsible,
 directly or indirectly, for such secrets, information or processes  entering
 the public domain without the Company's consent).
      (b) The Executive hereby  sells, transfers and  assigns to the  Company
 all the entire  right, title and  interest of the  Executive in  and to  all
 inventions,  ideas,  disclosures  and  improvements,  whether  patented   or
 unpatented, and copyrightable material, to the  extent made or conceived  by
 the Executive  solely  or  jointly  with others  during  the  term  of  this
 Agreement, which relates to the competitive businesses (pawn, payday, retail
 sales or lending) of the Company.  The Executive shall communicate  promptly
 and disclose  to the  Company, in  such form  as the  Company requests,  all
 information, details and data pertaining to the aforementioned and,  whether
 during the  term  hereof or  thereafter,  the Executive  shall  execute  and
 deliver to the Company such formal transfers and assignments and such  other
 papers and  documents as  may be  required of  the Executive  to permit  the
 Company to file and prosecute any patent applications relating to same  and,
 as to copyrightable material, to obtain copyright thereon.
      (c) Trade secrets, proprietary information  and processes shall not  be
 deemed to include information  which is: (i) known  to the Executive at  the
 time it is disclosed to him; (ii) publicly known (or becomes publicly known)
 without the fault or  negligence of Executive; (iii)  received from a  third
 party without  restriction  and  without  breach  of  this  Agreement;  (iv)
 approved for  release  by  written authorization  of  the  Company;  or  (v)
 required to be disclosed by law or legal process; provided, however, that in
 the event of a proposed disclosure  pursuant to this subsection (c)(v),  the
 Executive shall give the Company prior written notice before such disclosure
 is made in a time and  manner which will best  provide the Company with  the
 ability to oppose such disclosure.
      18.   ASSIGNMENT.
      This Agreement may not be assigned  by either party; provided that  the
 Company may  assign  this Agreement  (i)  in  connection with  a  merger  or
 consolidation involving the Company  or a sale  of its business,  properties
 and assets  substantially as  an entirety  to the  surviving corporation  or
 purchaser as the case may be, so long as such assignee assumes the Company's
 obligations hereunder; and (ii) so long as the assignment in the  reasonable
 discretion of Executive does  not result in a  materially increased risk  of
 non-performance of the Company's obligations hereunder by the assignee.  The
 Company shall  require  as a  condition  of such  assignment  any  successor
 (direct or indirect  (including, without  limitation, by  becoming the  sole
 stockholder of the Company) and whether by purchase, merger,  consolidation,
 share exchange or otherwise) to the  business, properties and assets of  the
 Company substantially  as  an entirety  expressly  to assume  and  agree  to
 perform this Agreement in the same manner and to the same extent the Company
 would have been required to perform  it had no such succession taken  place.
 This Agreement shall  be binding upon  all successors and  assigns.  In  the
 event of a  Change of  Control, and  regardless of  whether the  Executive's
 employment is thereafter  terminated, and return  to Executive  (or, in  the
 case of termination under  Section 9(a), the  beneficiary the Executive  has
 designated in writing to the Company to receive payment pursuant to  Section
 9(a) or in the absence of  such designation, the Executive's estate)  within
 ten days,  all property  securing the  payment thereof.   Any  taxes due  by
 Executive as  a  result of  the  forgiveness  under this  provision  of  the
 Executive's debt to the Company will be the sole obligation of the Company.
      19.  NOTICES.
      Any notice required or permitted to be given under this Agreement shall
 be sufficient if in writing and sent by registered or certified mail to  the
 Executive at his residence  maintained on the Company's  records, or to  the
 Company at its  address at 690  E. Lamar Blvd.  Suite 400, Arlington,  Texas
 76011, Attention: Corporate  Secretary, or  such other  addresses as  either
 party shall notify the other in accordance with the above procedure.
      20.  FORCE MAJEURE.
      Neither party shall be liable to the other for any delay or failure  to
 perform hereunder,  which delay  or  failure is  due  to causes  beyond  the
 control of said party, including, but not  limited to: acts of God; acts  of
 the public  enemy;  acts of  the  United States  of  America or  any  state,
 territory or political subdivision thereof or  of the District of  Columbia;
 fires; floods;  epidemics;  quarantine  restrictions;  strikes;  or  freight
 embargoes; provided,  however, that  this Section  20 will  not relieve  the
 Company of  any of  its  payment obligations  to  the Executive  under  this
 Agreement. Notwithstanding the foregoing provisions  of this Section 20,  in
 every case the delay or  failure to perform must  be beyond the control  and
 without the fault or negligence of the party claiming excusable delay.
      21.  INTEGRATION.
      This  Agreement  represents  the  entire  agreement  and  understanding
 between the parties as to the subject matter hereof and supersedes all prior
 or contemporaneous agreements whether written or oral. No waiver, alteration
 or modification of any of the provisions of this Agreement shall be  binding
 unless in  writing and  signed by  duly  authorized representatives  of  the
 parties hereto.
      22.  WAIVER.
      Failure or delay  on the  part of either  party hereto  to enforce  any
 right, power or  privilege hereunder  shall not  be deemed  to constitute  a
 waiver thereof. Additionally, a  waiver by either party  of a breach of  any
 promise herein by the other  party shall not operate  as or be construed  to
 constitute a waiver of any subsequent breach by such other party.
      23.  SAVINGS CLAUSE.
      If any term, covenant or condition of this Agreement or the application
 thereof to any  person or  circumstance shall to  any extent  be invalid  or
 unenforceable, the remainder of this Agreement,  or the application of  such
 term, covenant or condition to persons or circumstances other than those  as
 to which it is held invalid or unenforceable shall not be affected  thereby,
 and each term, covenant  or condition of this  Agreement shall be valid  and
 enforced to the fullest extent permitted by law.
      The Company warrants and represents to  the Executive that the  Company
 has full  authority to  enter  into this  Agreement  and to  consummate  the
 transactions contemplated hereby and that this Agreement is not in  conflict
 with any other agreement to which the Company is a party or by which it  may
 be bound. The Company further warrants and represents to the Executive  that
 the individual executing  this Agreement on  behalf of the  Company has  the
 full power and authority  to bind the  Company to the  terms hereof and  has
 been authorized  to do  so  in accordance  with  the Company's  articles  or
 certificate of incorporation and bylaws.
      If at any time during the  term hereof or afterwards: (a) there  should
 exist a dispute or conflict between the Executive and the Company or another
 Person as to  the validity,  interpretation or  application of  any term  or
 condition hereof,  or  as to  the  Executive's entitlement  to  any  benefit
 intended to be bestowed hereby, which is not resolved to the satisfaction of
 the Executive,  (b) the  Executive  must (i)  defend  the validity  of  this
 Agreement or (ii) contest  any determination by  the Company concerning  the
 amounts payable (or reimbursable) by the Company to the Executive or (c) the
 Executive must  prepare responses  to an  Internal Revenue  Service  ("IRS")
 audit of, or otherwise defend, his  personal income tax return for any  year
 the subject of any such audit,  or an adverse determination,  administrative
 proceedings or civil litigation arising there  from, which is occasioned  by
 or related to an audit by the IRS of the Company's income tax returns,  then
 the Company  hereby unconditionally  agrees: (a)  on written  demand of  the
 Company by the Executive, to provide sums sufficient to advance and pay on a
 current basis (either by  paying directly or  by reimbursing the  Executive)
 not less than 30 days after a  written request therefor is submitted by  the
 Executive, all  the  Executive's  costs  and  expenses  (including,  without
 limitation, attorney's  fees, expenses  of investigation,  travel,  lodging,
 copying, delivery services and  disbursements for the  fees and expenses  of
 experts, etc.) incurred by the Executive in connection with any such matter;
 (b) the Executive shall  be entitled, on demand  in accordance with  Section
 27, below, to the entry of  a mandatory injunction without the necessity  of
 posting any bond with  respect thereto which compels  the Company to pay  or
 advance such costs and  expenses on a current  basis; and (c) the  Company's
 obligations under this Section 25 will  not be affected if the Executive  is
 not the prevailing party in the  final resolution of any such matter  unless
 it is determined pursuant to Section 27 that, in the case of one or more  of
 such matters, the Executive has acted  in bad faith or without a  reasonable
 basis for his position, in which event  and, then only with respect to  such
 matter or matters, the  successful or prevailing party  or parties shall  be
 entitled to recover from the Executive reasonable attorneys' fees and  other
 costs incurred  in connection  with that  matter or  matters (including  the
 amounts paid by the Company in respect of that matter or matters pursuant to
 this Section 25), in addition to any other relief to which it or they may be
      26.  REMEDIES.
      In the event of a breach by the Executive  of Section 14 or 17 of  this
 Agreement, in addition  to other remedies  provided by  applicable law,  the
 Company will be  entitled to issuance  of a temporary  restraining order  or
 preliminary injunction enforcing its rights under such Section.
      27.  ARBITRATION.
      This Agreement  Is Subject  to Binding  Arbitration.   Any  dispute  or
 controversy arising under  or in connection  with this Agreement  or in  any
 manner associated with Employee's employment (other than those described  in
 Section 26  -  Remedies) shall  be  settled exclusively  by  arbitration  in
 Arlington, Texas, in accordance with the  rules of the American  Arbitration
 Association then in effect.   The parties agree to  execute and be bound  by
 the mutual agreement to  arbitrate claims attached  hereto as  Attachment A.
 Should Executive revoke his signature under  section (d) of paragraph  13 of
 the attachment, this agreement shall be void.
      28.  GOVERNING LAW.
      This Agreement shall be  governed by and  construed in accordance  with
 the laws of the State of Texas.
      Should it become necessary for Executive  to seek to enforce the  terms
 of this Agreement, the Company consents to Executive's use of counsel  which
 either then or may have in  the past represented the Company, provided  that
 counsel  agrees   to   undertake  Executive's   representation,   and   such
 representation and waiver of actual or potential conflicts of interest is in
 accordance with the Texas State Bar Rules, including the Texas  Disciplinary
 Rules of Professional Conduct.   To the extent  permitted by the Rules,  the
 Company waives any  such actual or  potential conflict  of interest  arising
      30.  COUNTERPARTS.
      This Agreement may be executed in counterparts, each of which shall  be
 deemed an original, but all of  which together shall constitute one and  the
 same instrument.
      The Executive  shall  be indemnified  by  the Company  to  the  maximum
 permitted by the law of the state of the Company's incorporation, and by the
 law of the state of incorporation of any subsidiary of the Company of  which
 the Executive is a director or an officer or employee, as the same may be in
 effect from time to time.
      32.  INTEREST.
      If any  amounts required  to be  paid or  reimbursed to  the  Executive
 hereunder are  not  so paid  or  reimbursed  at the  times  provided  herein
 (including amounts required to be paid  by the Company pursuant to  Sections
 7, 15 and 25), those amounts shall bear interest at the rate of 7%, from the
 date those amounts  were required  to have been  paid or  reimbursed to  the
 Executive until  those amounts  are finally  and fully  paid or  reimbursed;
 provided, however, that in no event shall the amount of interest  contracted
 for, charged or received hereunder exceed the maximum non-usurious amount of
 interest allowed by applicable law.
      Time is of the essence with respect to any act required to be performed
 by this Agreement.
      All prior instruments between the Company and Executive shall remain in
 full force and  effect and  the terms and  conditions thereof  shall not  be
 affected by this Agreement.
 By:/s/Phillip E. Powell                        By:/s/ J. Alan Barron
 -----------------------                        ---------------------
 Phillip E. Powell                              J. Alan Barron
 Chairman of the Board
                                ATTACHMENT "A"
                        MUTUAL AGREEMENT TO ARBITRATE
 1.  I, J. Alan Barron, recognize that differences could arise between First
 Cash Financial Services, Inc. ("the Company") and me during or following my
 employment with the Company.  I understand and agree that by entering into
 this Mutual Agreement to Arbitrate ("Agreement"), I gain the benefits of a
 speedy, impartial dispute-resolution procedure.
 2.  I understand that any reference in this Agreement to the Company will
 be a reference also to all stockholders, directors, officers, employees,
 parents, subsidiaries and affiliated entities, all benefit plans, the
 benefit plans' sponsors, fiduciaries, administrators, and all successors
 and assigns of any of them.
 Claims Covered by the Agreement
 3.  The Company and I mutually agree to the resolution by arbitration of
 all claims or controversies ("claims"), whether or not arising out of my
 employment (or its termination), that the Company may have against me or
 that I may have against the Company.  The claims covered by this Agreement
 include, but are not limited to, claims under my Employment Agreement,
 claims for wages or other compensation due; for breach of any contract
 or covenant (express or implied); tort claims; claims for discrimination
 (including, but not limited to, race, sex, color, religion, national origin,
 age (state or federal Age Discrimination in Employment Act), marital
 status, veterans status, sexual preference, medical condition, handicap
 or disability); claims for benefits (except where an employee benefit or
 pension plan specifies that its claims procedure shall culminate in an
 arbitration procedure different from this one); and claims for violation of
 any federal, state, or other law, statute, regulation, or ordinance, except
 claims excluded in the following paragraphs.
 Claims Not Covered by the Agreement
 4. Claims I may have for workers' compensation or unemployment compensation
 benefits are not covered by this Agreement.
 5.  (a)  Procedure for Injunctive Relief.  In the event either the Company
 or myself seeks injunctive relief, the claim shall be administratively
 expedited by the American Arbitration Association ("AAA"), which shall
 appoint a single, neutral arbitrator for the limited purpose of deciding
 such claim.  Such arbitrator shall be a qualified member of the State Bar of
 Texas in good standing, and preferably shall be a retired state or federal
 district judge.  The single arbitrator shall decide the claim for injunctive
 relief immediately on hearing or receiving the parties' submissions (unless,
 in the interests of justice, he must rule ex parte); provided, however,
 that the single arbitrator shall rule on such claims within 24 hours of
 submission of the claim to the AAA.  The single arbitrator's ruling shall
 not extend beyond 14 calendar days and on application by the claimant, up
 to an additional 14 days following which, after a hearing on the claim for
 injunctive relief, a temporary injunction may issue pending the award.
 Any relief granted under this procedure for injunctive relief shall be
 specifically enforceable in Tarrant County District Court on an expedited,
 ex parte basis and shall not be the subject of any evidentiary hearing or
 further submission by either party, but the court, on application to enforce
 a temporary order, shall issue such orders as necessary to its enforcement.
     (b) Procedure after a Claim for Injunctive Relief or where no
 Claim for Injunctive Relief Is Made.   The arbitrator shall be selected
 as follows: in the event the Company and I agree on one arbitrator, such
 arbitrator shall conduct the arbitration. In the event the Company and I do
 not agree, the Company and I shall each select one independent, qualified
 arbitrator, and the two arbitrators so selected shall select the third
 arbitrator. The arbitrator(s) are herein referred to as the "Panel." The
 Company reserves the right to object to any individual arbitrator who shall
 be employed by or affiliated with a competing organization.
     (c) The Arbitration shall take place at Arlington, Texas, or any
 other location mutually agreeable to us. At the request of either of us,
 arbitration proceedings will be conducted in the utmost secrecy; in such
 case all documents, testimony and records shall be received, heard and
 maintained by the Panel in secrecy, available for inspection only by the
 Company or me and our respective attorneys and our respective experts, who
 shall agree in advance and in writing to receive all such information
 confidentially and to maintain such information in secrecy until such
 information shall become generally known. The Panel shall be able to award
 any and all relief, including relief of an equitable nature. The award
 rendered by the Panel may be enforceable in any court having jurisdiction
     (d) The Company will pay all the fees and out-of-pocket expenses
 of each arbitrator selected pursuant to this Section 5 and the AAA.  In
 addition, the Company will pay my reasonable attorneys' fees, unless the
 arbitration is the result of a termination for cause as defined in Section
 13(f)(ii) of the Executive Employment Agreement to which this Attachment is
 Requirements for Modification or Revocation
 6.  This Agreement to arbitrate shall survive the termination of my
 employment.  It can only be revoked or modified by a writing signed by the
 Company and I, which specifically states a mutual intent to revoke or modify
 this Agreement.
 Sole and Entire Agreement
 7.  This is the complete agreement of us on the subject of arbitration of
 disputes [except for any arbitration agreement in connection with any
 pension or benefit plan].
 This Agreement supersedes any prior or contemporaneous oral or written
 understanding on the subject.
 8.  Neither of us is relying on any representations, oral or written, on the
 subject of the effect, enforceability or meaning of this Agreement, except
 as specifically set forth in this Agreement.
 9.  If any provision of this Agreement is found to be void or otherwise
 unenforceable, in whole or in part, such adjudication shall not affect the
 validity of the remainder of the Agreement.
 10.  The promises by the Company and by me to arbitrate differences, rather
 than litigate them before courts or other bodes, provide consideration for
 each other.  In addition, I have entered into an Employment Agreement as
 further consideration for entering into this Agreement.
 Not an Employment Agreement
 11.  This Arbitration Agreement is purely procedural.  It does not provide
 any substantive rights in addition to those provided by applicable law or my
 Employment Agreement.
 12.  I acknowledge that I have carefully read this agreement, that I
 understand its terms, that all understandings and agreements between the
 company and me relating to the subjects covered in the agreement are
 contained in it, and that I have entered into the agreement voluntarily and
 not in reliance on any promises or representations by the company other than
 those contained in this agreement itself.
 13.  The Age Discrimination in Employment Act protects individuals over
 40 years of age from age discrimination.  The ADEA contains some special
 requirements before an employee can give up the right to file a lawsuit in
 court.  The following provisions are designed to comply with those
         a.  I agree that this Agreement to arbitrate is valuable to me,
 because it permits a faster resolution of claims that I would receive in
         b.  I have been advised to consult an attorney before signing this.
         c.  I have 21 days to consider this Agreement.  However, I may
 sign it sooner if I wish to do so.
         d.  I have 7 days following my signing this Agreement to revoke
 my signature, and the Agreement will not be legally binding until the 7 day
 period has gone by.
 By:/s/ Phillip E. Powell                       By: /s/J. Alan Barron
 ------------------------                       ---------------------
 Phillip E. Powell                              J. Alan Barron
 Chairman of the Board