STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), entered into April 11, 1997, by and among
U.S. Pawn Nevada, Inc., a Colorado corporation ("Purchaser"), Bobby's Pawnshop, Inc., d/b/a Bobby's
Jewelry & Loan, a Nevada corporation (the "Company"), and Robert T. Lord, Jr. ("RTL") and Roy M. York
("RMY") (RTL AND RMY shall be hereinafter sometimes individually be referred to as a "Seller" and
collectively referred to as the "Sellers").
WHEREAS, the Company is engaged 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 pawnshop (the "Business"),
located at 626 Las Vegas Boulevard South in Las Vegas, Nevada;
WHEREAS, the Sellers jointly, as tenants in common, own 250 shares of common stock of the Company (the
"Shares"), which are all of the issued and outstanding shares of the capital stock of the Company; and
WHEREAS, the Sellers desires to sell, transfer and deliver the Shares to the Purchaser and the Purchaser desires
to purchase such shares upon the terms and conditions provided by this Agreement.
THEREFORE, in consideration of the Recitals which shall constitute a substantive part of this Agreement, the
mutual covenants, promises, agreements, representations and warranties hereinafter set forth, the covenants not
to compete included in the employment agreement attached hereto as Exhibit B and in the Non- Compete
Agreement attached hereto as Exhibit C and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
SALE AND PURCHASE OF SHARES
1.1 SALE AND PURCHASE. Subject to the terms and conditions hereof, at the Closing, as defined in Section
1.2 below, the Sellers shall sell, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase
from the Sellers all right, title and interest of the Sellers in and to the Shares (the "Purchase").