RESTRICTED STOCK AWARD AGREEMENT dated as of November 11, 2002, between MIDAS,

INC., a Delaware corporation (the "Corporation"), and ROBERT R. SCHOEBERL,

Non-Executive Chairman of the Board of Directors of the Corporation (the

"Holder").



     WHEREAS, the Corporation desires, by granting to the Holder certain

restricted shares of the Corporation's Common Stock as hereinafter provided, to

carry out the purposes of the Corporation's Stock Incentive Plan (the "Plan"),

as adopted by the Board of Directors of the Corporation on November 21, 1997,

and approved by its shareholders; and



          WHEREAS, the Compensation Committee of the Board of Directors of the

Corporation has duly made all determinations necessary or appropriate to the

grant hereof.



          NOW, THEREFORE, in consideration of the foregoing and the Holder's

acceptance of the terms and conditions hereof, the parties hereto have agreed,

and do hereby agree, as follows:



          1.   The Corporation hereby grants to the Holder, as a matter of

separate agreement and not in lieu of salary or any other compensation for

services, FIFTEEN THOUSAND (15,000) shares of Common Stock of the Corporation on

the terms and conditions herein set forth.



          2.   The certificates representing the shares of Common Stock granted

to the Holder shall be registered in the name of the Holder and retained in the

custody of the Corporation until such time as they are delivered to the Holder

or forfeited to the Corporation in accordance with the terms hereof (the

"Restriction Period"). During the Restriction Period, the Holder will be

entitled to vote such shares and to receive dividends paid on such shares (less

any amounts, if any, which the Corporation is required to withhold for taxes).



          3.   If the Holder shall have been continuously a Director of the

Corporation for a period of one year from the date of grant of this Restricted

Stock Award, the Corporation shall deliver to the Holder on or about the first

anniversary thereof a certificate, registered in the name of the Holder and free

of restrictions hereunder, representing one-third of the total number of shares

granted to the Holder pursuant to this Agreement. Similarly, if the Holder shall

have been continuously a Director of the Corporation on each of the second and

third anniversaries thereof, the Corporation on or about each such anniversary

shall deliver additional certificates representing one-third of the total number

of such shares. No payment shall be required from the Holder in connection with

any delivery to the Holder of shares hereunder, except that Holder agrees to pay

whatever income withholding tax the Corporation is obligated to collect as a

part of the delivery of the shares.



          4.   In the event the Holder is no longer a Director of the

Corporation by reason of death or disability, and if there then remain any

undelivered shares subject to restrictions hereunder, then such restrictions

shall be deemed to have lapsed and the certificates for the remaining shares

shall forthwith be delivered to such Holder (or his beneficiary, estate or

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