2003 Compensation Charter: CPRT

(as amended December 2002)


The purpose of the Compensation Committee established pursuant to this
charter is to review and approve, and, where appropriate, to and make
recommendations to the Board of Directors (the "Board") regarding all forms of
compensation to be provided to the employees and directors of, and consultants
to Copart, Inc., a California corporation, and its subsidiaries (the "Company"),
including stock compensation and loans, and all bonus and stock compensation to
all employees.

The Compensation Committee has the authority to undertake the specific
duties and responsibilities listed below and will have the authority to
undertake such other specific duties as the Board from time to time prescribes.


The policy of the Compensation Committee is to maximize stockholder
value over time. The primary goal of the Company's Compensation Committee and
its executive compensation program is therefore to closely align the interests
of the officers with those of the Company's stockholders. To achieve this goal
the Committee attempts to (i) offer compensation opportunities that attract and
retain executives whose abilities are critical to the long-term success of the
Company; (ii) motivate individuals to perform at their highest level and reward
outstanding achievement; (iii) maintain a significant portion of the executive's
total compensation at risk, tied to achievement of financial, organizational and
management performance goals; and (iv) encourage executives to manage from the
perspective of owners with an equity stake in the Company.


The Compensation Committee shall consist of a minimum of two (2)
non-employee directors of the Company as is determined by the Board. The members
of the Compensation Committee are appointed by and serve at the discretion of
the Board.

Each member of the Compensation Committee will be (i) an independent
director as defined by the rules of The NASDAQ Stock Market, (ii) an "Outside
Director" as such term is defined with respect to Section 162(m) of the Internal
Revenue Code of 1986, as amended, and (iii) a "non-employee" director as defined
under Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of
1934, as amended (the "Exchange Act").


The responsibilities of the Compensation Committee include:

1. Unless otherwise determined by a majority of the independent
directors of the Board meeting in executive session, review and approve
decisions regarding the compensation of the Chief Executive Officer of the
Company (the "CEO")(for purposes of this Compensation Committee Charter, the
compensation of the CEO and the other officers of the Company to be approved by
the Compensation Committee hereunder shall include all "plan" compensation as
such term is defined in Item 402(a)(7) of Regulation S-K promulgated under the
Securities Act of 1933, as amended);

2. Unless otherwise determined by a majority of the independent
directors of the Board, review and approve decisions regarding all forms of
compensation to be provided to the officers of the Company;

3. Review and make recommendations to the Board regarding general
compensation goals and guidelines for the Company's employees and the criteria
by which bonuses to the Company's employees are determined;

4. Review and make recommendations to the Board regarding the
compensation policy for the directors of and consultants to the Company;

5. Act as the Administrator (as defined under each plan) and
administer, within the authority delegated by the Board, the Company's equity
compensation plans adopted by the Board (the "Plans"). In its administration of
the Plans, the Compensation Committee may, pursuant to authority delegated by
the Board, (a) grant stock options or stock purchase rights to individuals
eligible for such grants (including grants to individuals subject to Section 16
of the Exchange Act in compliance with Rule 16b-3 promulgated thereunder), (b)
amend such stock options or stock purchase rights, and (c) take all other
actions permitted under the Plans. The Compensation Committee shall also make
recommendations to the Board with respect to amendments to the plans and changes
in the number of shares reserved for issuance thereunder;

6. Prepare a report (to be included in the Company's proxy
statement) which describes: (a) the criteria on which compensation paid to the
CEO for the last completed fiscal year is based; (b) the relationship of such
compensation to the Company's performance; (c) the Compensation Committee's
executive compensation policies applicable to officers; and (d) the Company's
policies with respect to the $1 million deduction limit for certain executive
compensation imposed by Section 162(m) of the IRC;

7. Review its own charter, structure, processes and membership
requirements from time to time;

8. As appropriate, obtain advice and assistance from outside
legal, accounting or other advisors, including, without limitation, any
compensation consultant to be used by the Company or the Compensation Committee
in the evaluation of CEO, executive officer, employee or director compensation;

9. Authorize the repurchase of shares from terminated employees
pursuant to applicable law.


The Compensation Committee will meet at such times that it deems
appropriate to fulfill its responsibilities of the Compensation Committee under
this charter. The Compensation Committee shall establish its own schedule, which
it will provide to the Board in advance. The members of the Compensation
Committee may invite the Chief Executive Officer, the executive officer
responsible for the Company's human resources activities or any other person to
attend meetings as appropriate.


The Compensation Committee will maintain written minutes of its
meetings, which minutes will be filed with the minutes of the meetings of the


The Compensation Committee will provide written reports to the Board of
the Company regarding recommendations of the Compensation Committee submitted to
the Board for action and copies of the written minutes of its meetings.


The Compensation Committee may form and delegate authority to
subcommittees when appropriate.