E PAWN COM INC
EMPLOYEE AGREEMENTS AND ADDENDA
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>EMPLOYEE AGREEMENTS AND ADDENDA
<TEXT>



                              EMPLOYMENT AGREEMENT


         This Employment Agreement is made and entered into this ________ day of
_______________,  2000, by and between Home Realty and Investment  Corp.,  Inc.,
with its principal place of business in Fort  Lauderdale,  Florida  (hereinafter
referred to as the  "Company"),  and Peter Leon, an individual  residing in Fort
Lauderdale, Florida (hereinafter referred to as "Employee").

         In  consideration  of the Company's  employment  of Employee,  Employee
agrees to the covenants contained herein.

         In consideration of the following  covenants and conditions,  and other
good and valuable consideration, the parties hereto agree as follows:

         1.       SUPERSEDING AGREEMENT.   This Agreement supersedes any and all
other employment agreements, written or oral, between the Company and Employee.

         2.       EMPLOYMENT.   The Company hereby employs Employee and Employee
hereby accepts employment  for  the  term,  at the salary,  benefits  and  other
consideration, and on the conditions specified in this Agreement.

         3.       DUTIES AND RESPONSIBILITIES.
                  ---------------------------

                  A.       Employee agrees to perform the duties of an executive
                           officer of the  Company  to the best of his  ability,
                           together  with  such  functions  as  are  customarily
                           performed by employees of a company in Florida with a
                           similar title. Such duties may, from time to time, be
                           modified,  established and designated by the Board of
                           Directors  of the  Company  during  the  term of this
                           Agreement.

                  B.       Employee  shall  conform to the  rules,  regulations,
                           instructions, personnel practices and policies of the
                           Company  now in force or any  changes  therein  which
                           hereafter  may be  adopted  from  time to time by the
                           Company.

         4.      TERM OF EMPLOYMENT; EFFECTIVE DATE.
                 ----------------------------------

                 A. This  Agreement  shall be effective as of, and the effective
                    date of this Agreement shall be, May 1, 2000.

                 B. The  term  of  this  Agreement  shall  expire  on the  third
                    anniversary  of its  commencement  unless  renewed  (in  the
                    manner hereinafter specified) or unless sooner terminated in
                    accordance  with the terms and  provisions  hereinafter  set
                    forth.   If  the   Company   desires   not  to  renew   this
                    Agreement(or,  if  previously  renewed,  on  any  succeeding
                    annual  anniversary) of its commencement,  the Company shall
                    be obligated to: (1) give  Employee  sixty (60) days written
                    notice  prior to the third  anniversary  (or, if  previously
                    renewed, on any succeeding  anniversary) of the commencement
                    of this Agreement of the Company's  desire not to renew this
                    Agreement;  or (2) give  Employee  less  than the  aforesaid
                    sixty (60) days written  notice,  in which event the Company
                    shall be  required to pay  Employee  the  compensation,on  a
                    semi-monthly  basis, which would otherwise have been paid by
                    the  Company  for sixty (60) days after said notice is given
                    had  Employee  remained in the employ of the Company and had
                    Employee not been disabled  during such period and performed
                    his duties  hereunder  during such period  without cause for
                    his  discharge  arising  during  such period  (and,  in such
                    event,  Employee shall,  unless  requested  otherwise by the
                    Company,  remain in the  employ of the  Company  during  the
                    entirety of said 60 -day period). In the event the Company




                                                      -1-


<PAGE>



                    has not given the notice described in the preceding sentence
                    on or before any anniversary of the commencement of the term
                    of  this   Agreement,   then   this   Agreement   shall   be
                    automatically  renewed for a succeeding period of years; and
                    this Agreement may be renewed on any succeeding  anniversary
                    in like manner.

                C.  In the event of the  demise of  Employee  during the term of
                    this  Agreement  (its original  term or as  extended),  this
                    Agreement  shall   automatically   be  terminated  upon  the
                    occurrence  of such  demise;  and in the event  employee  is
                    disabled  (irrespective  of the cause or causes  thereof and
                    whether such  disability is permanent or  temporary)  during
                    the  term of this  Agreement,  this  Agreement  may,  at the
                    option of the  Company  (exercisable  by  written  notice to
                    Employee  at any time) be  terminated  at any time after the
                    occurrence of such disability.  The aforesaid prerogative of
                    the Company to terminate  this Agreement may be exercised by
                    written notice from the Company to Employee.  Employee shall
                    be deemed "disabled" or under a "disability" (as such quoted
                    terms  are  used in this  paragraph)  if due to  illness  or
                    injury,  Employee is  rendered  unable to perform his duties
                    under this Agreement,  in whole or in substantial  part, for
                    ninety  (90) days or more  (the  phrase  "substantial  part"
                    meaning to the extent of 15% or more).

         5.      COMPENSATION OF EMPLOYEE.
                 ------------------------

                 A. SALARY: During the term of this Agreement, Employee shall be
                    entitled  to a base  monthly  salary  payable  in arrears of
                    $8333.33.

                    The Company shall be entitled to make all payroll deductions
                    from salary,  bonuses and commissions as are required by law
                    or otherwise apply uniformly to employees of the Company.

                 B. BONUSES  AND  INCENTIVES:  In  addition  to  the  salary  of
                    Employee,  Employee  shall  receive 30 days after the end of
                    each  calendar  quarter a bonus or  commission  based on the
                    following:

                    50 % of the earned  sales  commission  on matters  for which
                    Employee is a participating agent; and

                    Employee shall  participate in the Stock Incentive and Bonus
                    Plans offered by the parent, E-Pawn.com, Inc., and available
                    to its key employees and executive officers.

                 C. CERTAIN OTHER  BENEFITS:  During the term of this Agreement,
                    Employee  shall  be  entitled  to the  following  additional
                    benefits:


                           (1)      Employee shall be included in such hospital,
                                    surgical,  medical and dental benefit plans,
                                    group  term  life   insurance   plans,   and
                                    pension,  profit-sharing  and/or  retirement
                                    plans as are from time to time maintained by
                                    the  Company (to the extent  maintained)  at
                                    the same level of  contributions or benefits
                                    (as the case may be) as other  employees  of
                                    the Company similar in rank to Employee;

                           (2)      Employee  shall be reimbursed for reasonably
                                    and necessarily  incurred  business expenses
                                    in   accordance   with  such   policies  for
                                    approval  and/or  reimbursement  as are from
                                    time to time established by the Company

                                       -2-


<PAGE>



                                    and  uniformly  applied to  employees of the
                                    Company   similar   in  rank  to   Employee;
                                    provided,  however,  that  the  Company  may
                                    refuse to  reimburse  Employee  for expenses
                                    for which he cannot or does not  provide  an
                                    accounting or documentation which states the
                                    amount of expenditure,  the date, place, and
                                    essential character of the expenditure,  the
                                    business reason for the  expenditure  and/or
                                    the  nature  of  the  business   derived  or
                                    expected  to be  derived  as a result of the
                                    expenditure. The Company shall determine, in
                                    its  sole  discretion,   those  expenditures
                                    which   constitute    "reasonable   business
                                    expenses";

                           (3)      Employee  shall be entitled to two weeks (10
                                    days) annual vacation with pay after one (1)
                                    year of continuous  employment from his hire
                                    date.  With the approval of management,  and
                                    if the  Employee  chooses,  one (1)  week of
                                    this  vacation  may be taken  after  six (6)
                                    months of  continuous  employment.  Upon the
                                    Employee's   fifth   anniversary   with  the
                                    Company, he shall be entitled to three weeks
                                    (15 days)  vacation  with pay in the ensuing
                                    12-month period. Vacation time shall be non-
                                    cumulative.

                           (4)      Employee  shall be  entitled  to such  other
                                    benefits as are then  customarily  furnished
                                    to   other   executive   officers   and  key
                                    employees of the Company  similar in rank to
                                    Employee,  including but not limited to 401K
                                    Plans, stock bonus plans and incentive stock
                                    plans.

         6.      CONFIDENTIAL INFORMATION OF EMPLOYER.

                 A. RESTRICTIVE  COVENANT.  During  the term of this  Agreement,
                    Employee   will   have   access  to   certain   confidential
                    information of the Company and its subsidiaries,  parent and
                    affiliated  corporations and certain  shareholder records of
                    same,  including,  but not limited to,  corporate  books and
                    records, financial information, personnel information, lists
                    of customers,  customer relations,  special know-how,  trade
                    secrets  and  other  information.  Employee  recognizes  and
                    acknowledges  that  such   confidential   information  is  a
                    valuable,  special and unique  asset of the Company and that
                    the  Company's  business is dependent on the same. To insure
                    the continued secrecy of this  confidential  information and
                    in consideration  if his employment or continued  employment
                    by the Company,  Employee  agrees and covenants that he will
                    not at any time during the term of this  Agreement and for a
                    period of two years  from the date of his  termination  with
                    the Company,  regardless  of the cause of such  termination,
                    either directly or indirectly, or by aid to others:

                           (1)      Make use of or divulge to any person,  firm,
                                    corporation  or other  entity  (collectively
                                    referred  to  as  an  "Entity")   any  trade
                                    secrets,   customer   lists,  or  any  other
                                    information   used   by   Employee   in  his
                                    performance  of his  duties on behalf of the
                                    Company,  or fail to keep  confidential  all
                                    information   obtained   in  the   Company's
                                    business.

                           (2)      Provide,   perform  or  aid,   directly   or
                                    indirectly,  in the providing or performance
                                    of,  any  service  which  is the  same as or
                                    similar to any service performed or provided
                                    by Employee for the Company for or on behalf
                                    of any Entity which was a client or customer
                                    of the Company at the time of termination of
                                    Employee's  employment with the Company (any
                                    such Entity being herein  referred to as the
                                    "Company's Customer").

                                       -3-


<PAGE>



                           (3)      Discuss with an Company's Customer,  or with
                                    any  employee  or  agent  of  any  Company's
                                    Customer,   the  possibility  of  Employee's
                                    providing or performing or aiding,  directly
                                    or   indirectly,   in   the   providing   or
                                    performing,  of any  service  prohibited  by
                                    paragraph  6.A.(2) above,  on behalf of such
                                    Company's Customer.

                           (4)      Discuss  with any person who is, at the time
                                    of  such  discussion,  an  employee  of  the
                                    Company,  the  possibility  of such person's
                                    working  for or with  Employee to provide or
                                    perform (or aid, directly or indirectly,  in
                                    the  providing or  performing)  on behalf of
                                    any Entity any service  which is the same as
                                    or similar to any  service  provided by such
                                    person  in  the   scope  of  such   person's
                                    employment with the Company.

                           (5)      Employ any  person,  who was an  employee of
                                    the  Company on the date of  termination  of
                                    Employee's  employment with the Company,  to
                                    perform  or  provide  (or aid,  directly  or
                                    indirectly,  in the providing or performing)
                                    on behalf of any Entity any service which is
                                    the  same  as  or  similar  to  any  service
                                    performed  or provided by such person in the
                                    scope of such person's  employment  with the
                                    Company.

                           (6)      Take any  action,  directly  or  indirectly,
                                    which  would tend to divert from the Company
                                    any  trade  or  business  with  any  of  the
                                    Company's  Customers  or  any  Entity  whose
                                    identity  or  potential  as a  customer  was
                                    confidential  or learned by Employee  during
                                    the  course  of  his  employment   with  the
                                    Company.

                           Employee  additionally  covenants  not to disclose to
                  any person,  firm or corporation any information  which is not
                  otherwise  known  to  the  public   concerning  the  business,
                  customers  or affairs of the  Company or its  subsidiaries  or
                  affiliates  which he may  acquire  in the  course  of or as an
                  incident  to his  employment  and  service  on  behalf  of the
                  Company.

                           Employee agrees that the provisions contained in this
                  Paragraph 6 are of vital importance to the Company and that if
                  any  question  shall  ever  arise  as to  whether  any  act of
                  Employee  is  prohibited  by this  Paragraph  6, then,  in all
                  instances in which it is reasonable to interpret any provision
                  of this Paragraph 6 to prohibit such act, such  interpretation
                  shall  be  controlling  notwithstanding  that  it may  also be
                  reasonable to interpret such provision to permit such act. The
                  geographic area covered by this  Restrictive  Covenant is Fort
                  Lauderdale  Metropolitan  Region and any other area within the
                  State of Florida in which the Company is transacting  business
                  at the time of termination of Employee's employment (or within
                  the maximum area  permitted by law  surrounding  the Company's
                  principal office in Fort Lauderdale, whichever is less).

                 B. WORK  PRODUCT.  Upon  the  termination  of  his  employment,
                    Employee shall not take from the premises of the Company, or
                    otherwise retain, any records, files or other documents,  or
                    copies  thereof,  relating to the business or affairs of the
                    Company.  As  further  consideration  for  said  employment,
                    Employee hereby assigns and agrees to assign to the Company,
                    its successors and assigns:

                           (1)      All   rights  to  maps,   plats,  documents,
                                    brochures,   notes,   research     material,
                                    prospective  customer  lists,  etc.,   which
                                    Employee made, conceived, or received during
                                    the term of his employment with the Company;

                           (2)      Employee  will  promptly  disclose  to   the
                                    Company information relating   to said maps,
                                    plats,   documents,    brochures,   research
                                    material,




                                       -4-


<PAGE>



                                    prospective  customer lists,  etc., and will
                                    execute, acknowledge, and deliver all papers
                                    and   perform  all  other  acts  as  may  be
                                    necessary  in the  opinion of the Company to
                                    vest title to such  material in the Company,
                                    its successors and assigns.

                 C. REMEDIES.  In the event of a breach or threatened  breach by
                    Employee of the  provisions of this  Paragraph,  the Company
                    shall be entitled to seek an injunction restraining Employee
                    from  disclosing,  in  whole or in  part,  the  lists of the
                    Company's customers,  rate and pricing structures,  discount
                    policies or other confidential business information. Nothing
                    herein shall be construed  as  prohibiting  the Company from
                    pursuing  any other  remedies  available  to the Company for
                    such breach or threatened breach,  including the recovery of
                    damages from Employee.

         7.      TERMINATION.


                 A. The Company may terminate the employment of Employee with or
                    without  cause,   at  any  time.  In  the  event  that  such
                    termination is "for cause" (as such quoted term is hereafter
                    defined),  then  no  prior  notice  shall  be  required  for
                    termination;   provided,   however,  at  the  time  of  such
                    termination,  Employee  shall  be  provided  with a  written
                    explanation of the facts constituting  cause.  Failure to so
                    provide  Employee  with  such  explanation  shall be  deemed
                    termination without cause.  Additionally,  in the event that
                    such termination is "for cause," then Employee shall have no
                    right to receive  compensation  or other benefits under this
                    Agreement  for any period  after  termination  "for  cause."
                    "Cause" for  termination  by the Company  shall  include but
                    shall not be limited to,

                           (1)      EMPLOYEE'S  FAILURE OR REFUSAL TO PERFORM TO
                                    THE REASONABLE  satisfaction  of the Company
                                    any  duty  or  task   required   hereby   or
                                    delegated   to  him   consistent   with  his
                                    position and duties as enumerated herein;

                           (2)      Employee's failure or refusal to observe and
                                    keep any and all covenants or obligations on
                                    his part to be  performed  or kept under the
                                    terms  of this  Employment  Agreement  or as
                                    required  by other work  rules,  policies or
                                    guidelines from time to time  established by
                                    the Company and communicated, in writing, to
                                    Employee  and/or the Company's  employees in
                                    general;

                           (3)      the breach  by  Employee  of  fiduciary duty
                                    involving personal profit;

                           (4)      Employee's willful violation of law, rule or
                                    regulation (other than traffic violations or
                                    similar offenses) or final  cease-and-desist
                                    orders or any crime of moral turpitude;

                           (5)      theft, embezzlement, diversion,appropriation
                                    or   other   misapplication  of  the Company
                                    funds, accounts or confidential information;

                           (6)      dishonesty,  incompetence,  habitual neglect
                                    or willful misconduct of Employee;

                           (7)      drug, alcohol or other substance abuse; or

                           (8)      Employee's permanent disability.





                                       -5-


<PAGE>



                    For the purposes  hereof,  Employee  shall be deemed to have
                    become  permanently  disabled  if,  during  any  consecutive
                    twelve (12) month period, because of ill health, physical or
                    mental  disability,  or for other causes beyond his control,
                    he shall have been continuously unable or unwilling or shall
                    have  failed  to  have   performed  his  duties  under  this
                    Agreement for ninety (90)  consecutive  days, or, if, during
                    any such twelve (12) month period, he shall have been unable
                    or  unwilling or shall have failed to perform his duties for
                    a total period of ninety (90) days,  either  consecutive  or
                    not.  If  Employee  is to be  terminated  for  cause,  under
                    7.A.(1) above, the Company will, prior to such  termination,
                    give  Employee  a sixty  (60) day period in which to cure or
                    remedy  the  cause  for  termination.  If at the end of such
                    sixty  (60)  day  period,  the  Employee  has not  cured  or
                    remedied the cause for termination to the full  satisfaction
                    of the Company,  the Employee may be immediately  terminated
                    without any additional  notice.  The Company may elect,  but
                    shall not be obligated, to extend beyond sixty (60) days the
                    period during which  Employee shall be entitled to remedy or
                    cure the cause for termination;  provided,  however, that no
                    such extension  shall preclude the Company from  terminating
                    Employee  at any time  after  such  sixty  (60)  day  period
                    without further notice.

                 B. In the event that the  Company  should  ever  terminate  the
                    employment of Employee for what the Company  asserts is "for
                    cause" and it is later  determined  by a court of  competent
                    jurisdiction  in a judgment  which is or  becomes  final and
                    non-appealable  that such  termination  was not "for cause,"
                    then the maximum  liability of the Company to Employee shall
                    be the amount which the Company  would  otherwise  have been
                    required to pay to Employee had the  employment  of Employee
                    been  terminated  for a reason  other than "for cause" under
                    Paragraph 7.C below.

                 C. Where this Agreement is terminated for any reason other than
                    "for cause," then the following shall apply:

                           (1)      If  this  Agreement  is  terminated  by  the
                                    Company for a reason other than "for cause",
                                    then the Company  shall be  obligated to (i)
                                    pay to Employee a cash payment in the amount
                                    of three  months  salary  (such salary to be
                                    computed  on the  basis of three  times  the
                                    then  current   monthly  salary  being  paid
                                    pursuant  to  Paragraph  5  hereof)  and  to
                                    receive  all  bonuses  and   overrides   due
                                    through the end of the third month from date
                                    of   termination;   and   (ii)   cause   all
                                    contributions   made  with  respect  to  any
                                    pension and/or  retirement plan with respect
                                    to Employee to fully and indefeasibly  vest;
                                    and (iii)  cause  Employee to continue to be
                                    covered by all employee  benefit  plans then
                                    being maintained by the Company (referred to
                                    in  Paragraph 5 hereof) for a period  ending
                                    on the first to occur of (y) the  expiration
                                    of the third month from the  effective  date
                                    of termination,  or (z) the  commencement by
                                    Employee  of  full-time  employment  with  a
                                    different employer.

                           (2)      If this Agreement is terminated by Employee,
                                    then  the  Company  shall  have  no  further
                                    obligations  hereunder  except  to pay  such
                                    compensation  and  other  benefits  as  have
                                    accrued  prior  to  the  effective  date  of
                                    termination.

         8.  COVENANT NOT TO COMPETE.  Employee  hereby  agrees,  covenants  and
warrants,  for a period  of one year  from  the  expiration  of the term of this
Employment Agreement, or one year after termination,  whichever is earlier, that
he shall not, within any market,  area or territory served by the Company or the
surviving  entity of such  Company's  present  offices or those it may hereafter
open,

                                       -6-


<PAGE>



directly or indirectly,  solicit,  contract,  contact or consult with any of the
customers  or  accounts  of the  Company or those  known to be in pursuit by the
Company at the time of  Employee's  termination  or become the  employee  of, or
otherwise  render  services  to,  any  enterprise  which  competes  directly  or
indirectly with the customers or accounts of the Company or those known to be in
pursuit by the Company at the time of Employees' termination.

         Employee further agrees that such limitations as to the period of time,
geographic area and types and scopes of restriction on his activities  specified
herein are reasonable and necessary for the protection of the goodwill and other
business interests of the Company. However, should either the time period or the
geographic  area  provided  herein be deemed  invalid  or  unenforceable  in any
respect,  then Employee recognizes and agrees that a modification may be made to
such time period or  geographic  area to protect the Company with respect to the
purpose of this covenant not to compete.

         Employee  recognizes  and  agrees  that  any  violation  of  any of the
provisions  contained  herein will cause such damage or injury to the Company as
would be  irreparable  and  continuing  and that the exact amount of such damage
might be difficult or impossible to ascertain and that,  for such reason,  among
others,  the Company shall be entitled,  as a matter of course,  to recover from
Employee  an amount  equal to five  percent  (5%) of the gross  billings  of the
Company's  former client,  as billed by the Employee,  his new employer,  or any
other person or entity wrongfully  acquiring the Company's client,  and also the
Company  shall  be  entitled  to an  injunction  from  any  court  of  competent
jurisdiction  restraining any further violation of this covenant not to compete.
Such right to any injunction  shall be in addition to, and not in limitation of,
any other rights and remedies the Company may have against  Employee,  including
the right to recover damages for any breach of this covenant or other provisions
of this  Agreement.  Should it become  necessary  for the Company to enforce the
terms of this Agreement through injunctive or other proceedings, Employee hereby
waives any and all claims, counterclaims or other causes of action assertable by
them  against the  Company,  including,  but not  limited  to,  claims that this
Agreement violates the Florida Free Enterprise and Antitrust Act.

         9. ASSIGNMENT OF AGREEMENT.  The Company may assign this Agreement (and
this Agreement shall be deemed assigned)  without the consent of the Employee in
connection with any merger of the Company with or into any other  institution or
entity;  any other  assignment of this Agreement by the Company may be made only
with the written consent of Employee;  in the event of any such assignment,  all
covenants, conditions and provisions hereunder shall inure to the benefit of and
be  enforceable  by or against the  successors  and assigns of the Company.  The
rights and obligations of Employee under this Agreement are personal to him, and
no such  rights,  benefits  or  obligations  shall be  subject to  voluntary  or
involuntary alienation, assignment or transfer.

         10. NOTICE. Any notice given under this Agreement to either party shall
be given in writing.  Any such notice shall be deemed to be given when mailed to
any such party by registered or certified mail,  postage  prepaid,  addressed to
such party at the respective addresses set out below, or at such other addresses
as  either  party  may  hereafter  designate  (by  written  notice  provided  in
accordance with this paragraph) as its address for purposes of notice hereunder:

                  Employee:
                  ADDRESS:                        FORT LAUDERDALE, FLORIDA 77055
                                             -----------------------------------



                  The Company:
                  Address:                           2701 East Oakland Park Blvd
                                                 FORT LAUDERDALE, FLORIDA  77040
                                            ------------------------------------






                                                      -7-


<PAGE>


         11.    WAVIER OF BREACH.  The wavier by either party of a breach of any
provision(s) of this Agreement shall  not operate or be construed as a waiver of
any subsequent breach of the same or any other provision(s) of this Agreement.

         12.   ENTIRE  AGREEMENT.  This instrument contains the entire agreement
of  the  parties.  No affirmation,  representation,  covenant  or agreement  not
expressed herein shall be binding on eitherparty.

         13.  AMENDMENT.  This Agreement may be changed,  modified or amended at
any time and in any respect by the agreement of the parties  hereto  without the
consent of any other person; provided,  however, that no change, modification or
amendment  shall be binding unless same shall have been reduced to a writing and
signed by the party  against whom  enforcement  of the change,  modification  or
amendment is sought.

         14.    APPLICABLE LAW.  The parties intend and agree that the terms and
provisions of this Agreement  and the performance of the parties hereunder shall
be governed by the laws of the State of Florida.

         15.   SEVERABILITY.  In the event that any portion(s) of this Agreement
is declared to be invalid or illegal by final judgment of any court of competent
jurisdiction,  the remainder of this Agreement  shall  remain  in full force and
effect notwithstanding the invalidity or illegality of the other portion(s).

         16.  MULTIPLE COUNTERPARTS.  This Agreement may be executed in multiple
counterparts,  each of which shall be an original,  but all of which,  together,
shall constitute one and the same instrument.

         EXECUTED in multiple  counterparts at Fort Lauderdale,  Florida on this
__________ day of _______________, 2000, but with an effective date as set forth
herein.

                                          COMPANY:

                                          Home Realty and Investment Corp., Inc.



                                          By:
                                          Name:
                                          Title:



                                          EMPLOYEE:




                                          Peter Leon

                                       -8-









                     FIRST ADDENDUM TO EMPLOYMENT AGREEMENT
                  BETWEEN HOMESREALTY & INVESTMENTS CORP., INC.
                                 AND PAUL RUBEO

   COMPANY: HOMESREALTY & INVESTMENTS CORP., INC.

   EMPLOYEE: PAUL RUBEO




         1. INCONSISTENCIES;  DEFINITIONS.  This Addendum shall be deemed a part
of the  Employment  Agreement  of  even  date  herewith  between  HOMESREALTY  &
INVESTMENTS  CORP., a Florida  corporation and PAUL RUBEO of even date herewith.
In the  event of any  inconsistency  between  the terms  and  provisions  of the
Contract  and the  terms of this  Addendum,  the terms  and  provisions  of this
Addendum shall control and prevail.  All  definitions  defined in the Employment
Agreement shall apply to this Addendum.

         2. THE  FOLLOWING  LANGUAGE  IS  HEREBY  ADDED  TO  PARAGRAPH  1:  This
Employment  Agreement is executed  simultaneously with that certain Purchase and
Sale Agreement for Purchase of Stock by and between  HomesRealty and Investments
Corp. and E-Pawn.Com,  Inc (hereinafter,  the "Stock Purchase  Agreement").  The
Stock Purchase Agreement is incorporated herein by reference.  In the event of a
conflict in terms  between  this  Employment  Agreement  and the Stock  Purchase
Agreement,  the  terms and  provisions  of the Stock  Purchase  Agreement  shall
prevail.

         3.  PARAGRAPH 4(A) IS HEREBY MODIFIED AS FOLLOWS: The Effective Date of
this Agreement shall be June 1, 2000.

         4.  PARAGRAPH  4(C)  IS  HEREBY   MODIFIED  AS  FOLLOWS:   The  phrase,
"substantial  part" as used in this paragraph shall mean to the extent of thirty
(30%) percent or more. In addition,  the  following  language  shall be added to
this paragraph:

         "Notwithstanding  the  termination  of this  Agreement  pursuant to the
         terms  of  this  paragraph,  E-Pawn.Com,  Inc.  shall  nevertheless  be
         obligated  to perform  all of its  obligations  contained  in the Stock
         Purchase Agreement,  including but not limited to payment of all of the
         purchase consideration described therein."

         5. THE FOLLOWING  LANGUAGE IS HEREBY ADDED TO PARAGRAPH  5(A): The base
monthly  salary  described  herein shall be paid  bi-weekly  with payments to be
received by the Employee on the first and fifteenth days of each calendar month.

         6.  THE  FOLLOWING  LANGUAGE  IS  HEREBY  ADDED TO  PARAGRAPH  5(C)(2):
Notwithstanding the foregoing, "reasonable business expenses" shall be deemed to
include all business expenses common to a real estate brokerage business in Fort
Lauderdale, Florida.

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         7.   PARAGRAPH 7(A) OF THE AGREEMENT IS HEREBY MODIFIED AS FOLLOWS:


                  Notwithstanding   any  provision  of  this  paragraph  to  the
contrary,  the Company shall provide  written  notice of its intent to terminate
the Agreement for the following:

                  (a)      Employee's  failure  or  refusal  to  perform  to the
                           reasonable  satisfaction of the Company,  any duty or
                           task required  hereby or delegated to him  consistent
                           with his position and duties as enumerated herein;

                  (b)      Employee's failure or refusal to observe and keep any
                           and all  covenants or  obligations  on his part to be
                           performed or kept under the terms of this  Employment
                           Agreement   or  as  required  by  other  work  rules,
                           policies or guidelines from time to time  established
                           by the  Company  and  communicated,  in  writing,  to
                           Employee and/or the Company's employees in general;

                  (c)      Incompetence.

                  Upon  receipt of such Notice of  Termination,  Employee  shall
have sixty (60) calendar days to cure the deficiency which is the subject of the
Notice of Termination.  In the event the cure cannot  reasonably be accomplished
within  the  sixty  (60) day  period  described  herein,  Employee  shall not be
terminated if he commences a cure of the deficiency upon receiving the Notice of
Termination  and  works  diligently  to  complete  a  cure  of  the  deficiency.
Notwithstanding  the  termination  of this  Agreement for any reason  whatsoever
pursuant to this paragraph  (whether "for cause" or not for cause),  E-Pawn.Com,
Inc. shall nevertheless be obligated to perform all of its obligations contained
in the Stock Purchase Agreement,  including but not limited to payment of all of
the purchase consideration described therein.

         8.  THE FOLLOWING LANGUAGE IS HEREBY ADDED TO PARAGRAPH 7(B):

         "In addition, E-Pawn.Com, Inc. shall be obligated to perform all of its
         obligations  contained in the Stock Purchase  Agreement,  including but
         not limited to payment of all of the purchase  consideration  described
         therein."

         9.  PARAGRAPH 7(C)(1) IS DELETED AND REPLACED BY THE FOLLOWING:

         "If this Agreement is terminated by the Company for a reason other than
         "for cause", then the Company shall be obligated to (i) pay to Employee
         an amount equal to  Employee's  base monthly  salary,  plus bonuses and
         overrides,  all of which would be due and owing to Employee through and
         including the second  anniversary of the  Agreement,  which sum may, at
         the option of the Company, be paid in bi-weekly installments or in lump
         sum;  (ii) cause all  contributions  made with  respect to any  pension
         and/or   retirement   plan  with  respect  to  Employee  to  fully  and
         indefeasibly  vest;  and (iii) at the cost and expense of the  Company,
         cause Employee to continue to be covered by all employee  benefit plans
         then being maintained by the Company (referred

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         to in Paragraph 5 hereof) for a period  ending on the first to occur of
         (y)  the  expiration  of the  second  anniversary  of the  date  of the
         Agreement,  or (z) the commencement by Employee of full time employment
         with a different employer having a comparable  employee benefit plan as
         is then maintained by the Company. In addition, E- Pawn.Com, Inc. shall
         be obligated to perform all of its  obligations  contained in the Stock
         Purchase Agreement,  including but not limited to payment of all of the
         purchase consideration described therein."

                  10.    THE FOLLOWING LANGUAGE SHALL BE ADDED TO THE EMPLOYMENT
                         AGREEMENT:

         In the event Employee dies during the term of this Agreement,  Employer
         shall pay to Employee's  Estate any salary,  bonuses  and/or  overrides
         accrued but unpaid as of the date of his death.

         IN WITNESS  WHEREOF,  the parties hereto set their hands and seals this
         _______ day of June, 2000.

                                                       EMPLOYER:

                                                HOMESREALTY & INVESTMENTS CORP.,
                                                a Florida corporation

________________________________                By:____________________________

                                                       EMPLOYEE:


--------------------------------                   -----------------------------
                                                       PAUL RUBEO

                        RATIFICATION BY E-PAWN.COM, INC.

     E-PAWN.COM,  INC. hereby ratifies,  adopts and agrees to vote its shares of
the Company's  stock to require the Company to perform all of its obligations in
the above and foregoing Employment  Agreement and for E-Pawn.com,  Inc. to carry
our its obligations as they are stipulated in the Employment Agreement.


                                                     E-PAWN.COM, INC.,
                                                     a Nevada corporation

                                                     By:________________________

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</DOCUMENT>
