THIS RESIGNATION AGREEMENT ("Agreement") is entered into as of October 29, 1997, by and between
U.S. PAWN, INC., a Colorado corporation (the "Company"), and MELVIN WEDGLE ("Wedgle")
(collectively, the "Parties").
WHEREAS, Wedgle is currently the Chairman of the Board of Directors, President and Chief Executive Officer
of the Company and the sole Director, President and Secretary of each of U.S. Pawn Nevada, Inc., and U.S.
Pawn Nebraska, Inc. and a Director and President of U.S. Pawn Wyoming, Inc. (hereinafter collectively referred
to as the "Company");
WHEREAS, the Company is in the business of advancing money to customers on the security of pledged goods
and, if appropriate, selling such pledged goods, otherwise known as a pawn shop (the "Business"). Wedgle, by
virtue of his employment by the Company, is in possession of confidential and proprietary information relating to
the Business and operations of the Company;
WHEREAS, on or about August 14, 1997, the Company received a demand from holders of more than ten
percent of the outstanding common stock of the Company (the "Demanding Shareholders") for a Special Meeting
of the Shareholders (the "Special Meeting") for the purpose of removing the Board of Directors of the Company;
WHEREAS, the Board of Directors believes that the Demanding Shareholders have the ability to influence the
votes of over 50% of the outstanding voting stock of the Company; and
WHEREAS, the Board of Directors believes that it is in the best interest of the Company to avoid the costs and
time associated with holding the Special Meeting and soliciting proxies therefor (given the Demanding
Shareholders' ability to influence the votes of the Company's voting stock) by, in part, reaching the agreements
contained herein allowing for an orderly change of control of the Company.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the receipt,
adequacy and sufficiency of which are hereby acknowledged,