PAWNBROKER COM INC
EMPLOYMENT AGREEMENT (VAHID RAFIZADEH)
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT (VAHID RAFIZADEH)
<TEXT>


                                                                   EXHIBIT 10.12


                              EMPLOYMENT AGREEMENT

     EMPLOYMENT  AGREEMENT  (this  "Agreement")  dated  as of  _________,  2000,
between PAWNBROKER.COM,  INC. (the "Company"), a Delaware corporation, and VAHID
RAFIZADEH (the "Employee").

     WHEREAS,  the Company wishes to employ the Employee to render  services for
the Company on the terms and  conditions  set forth in this  Agreement,  and the
Employee  wishes to be  retained  and  employed by the Company on such terms and
conditions.

     NOW, THEREFORE, in consideration of the premises, the mutual agreements set
forth below and other good and valuable consideration,  the receipt and adequacy
of which are hereby acknowledged, the parties agree as follows:

     1.  Employment.  The Company hereby employs the Employee,  and the Employee
accepts such employment and agrees to perform services for the Company,  for the
period and upon the other terms and conditions set forth in this Agreement.

     2. Term. The term of the Employee's employment shall be for a term of three
years  commencing  on  __________,  2000 and  terminating  on  _________,  2002;
provided,  however,  that this Agreement may be terminated at an earlier date in
accordance with Section 9 of this Agreement.

     3. Position and Duties.

     (a) Service with Company. During the term of the Employee's employment, the
Employee  agrees to perform such  reasonable  employment  duties as set forth in
Exhibit A or the Chief Executive Officer of the Company shall assign to him from
time to time. The Employee also agrees to serve,  for any period for which he is
elected, as an officer or director of the Company;  provided,  however, that the
Employee shall not be entitled to any additional  compensation for serving as an
officer or director.

     (b)  Performance  of  Duties.  The  Employee  agrees to serve  the  Company
faithfully and to the best of his ability and to devote his full time, attention
and efforts to the business and affairs of the Company  during his employment by
the  Company.  The  Employee  hereby  confirms  that he is under no  contractual
commitments  inconsistent  with his  obligations set forth in this Agreement and
that during the term of this Agreement,  he will not render or perform  services
for any other  corporation,  firm,  entity or person which are inconsistent with
the provisions of this Agreement, unless Employee obtains written prior approval
from the Board of  Directors.  While he remains  employed  by the  Company,  the
Employee  may  participate  in  reasonable  charitable  activities  and personal
investment  activities  so long as such  activities  do not  interfere  with the
performance of his obligations under this Agreement.



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<PAGE>

     4. Compensation.

     (a) Base Salary. As compensation in full for all services to be rendered by
the Employee under this Agreement,  the Company shall pay to the Employee a base
salary as set forth in Exhibit A, less deductions and withholdings, which salary
shall be paid in accordance  with the Company's  normal  payroll  procedures and
policies.  The  compensation  payable to the Employee during each year after the
first year of the Employee's  employment  shall be established  according to the
Company's then current practices and policies regarding  compensation  increases
and performance reviews.

     (b) Incentive  Compensation.  In addition to the base salary,  the Employee
shall be eligible to  participate in any bonus or incentive  compensation  plans
that may be  established  by the Board of  Directors of the Company from time to
time applicable to the Employee, according to the terms of those plans.

     (c)  Participation  in Benefit Plans.  While he is employed by the Company,
the Employee shall also be eligible to participate in all employee benefit plans
or  programs  (including  vacation  time) of the  Company to the extent that the
Employee meets the  requirements  for each individual plan. The Company provides
no  assurance  as to the  adoption or  continuance  of any  particular  employee
benefit plan or program,  and the Employee's  participation  in any such plan or
program shall be subject to the  provisions,  rules and  regulations  applicable
thereto.

     (d)  Expenses.  The Company  will pay or  reimburse  the  Employee  for all
reasonable  and  necessary   out-of-pocket  expenses  incurred  by  him  in  the
performance of his duties under this Agreement,  subject to the Company's normal
policies for expense verification and reimbursement.

     (e)  Issuance of Stock  Option.  Concurrently  with the  execution  of this
Agreement,  the Company is granting to the  Employee an option to purchase up to
170,000  shares of the Company's  common stock,  pursuant to the Company's  1999
Stock  Option  Plan.  Such option  shall be subject to the vesting  schedule and
terms and conditions set forth in the form of stock option agreement attached as
Exhibit B hereto.  In the event the Company issues  additional  shares of common
stock  in any  equity  financing  of  Pawnbroker.com  (including  any  successor
enterprise),  the  Company  will  issue a number of option  shares to  Executive
sufficient to maintain the pro rata  percentage of shares of the Company that he
received  on the date of the last  grant to  Executive,  provided  Executive  is
actively  employed  on the  effective  date of the  equity  financing.  The term
"equity  financing"  shall not include the issuance of shares of common stock in
connection  with (i) any stock  option  grant by the  Company  to any  employee,
consultant,  third party service provider;  (ii) any distribution payable in, or
division or combination of, the Company's common stock;  (iii) any conversion of
any debt obligation or exercise of any warrants,  options or rights, outstanding
on the date of this Agreement, to acquire shares of common stock of the Company;
or (iv) any other event with substantially the same effect shall occur. .

     5.  Confidential  Information.  Except  as  permitted  or  directed  by the
Company's  Board of Directors,  during the term of his employment or at any time
thereafter, the Employee



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<PAGE>

shall not divulge, furnish or make accessible to anyone or use in any way (other
than in the ordinary  course of the  business of the  Company) any  confidential
information  of the Company that the Employee has acquired or become  acquainted
with or will acquire or become  acquainted  with prior to the termination of the
period of his employment  (including employment by the Company or any affiliated
companies)  whether  developed  by himself or by  others,  concerning  any trade
secrets, confidential or secret designs, processes,  formulae, plans, devices or
material  (whether or not patented or patentable)  directly or indirectly useful
in any aspect of the business of the Company,  any customer or supplier lists of
the Company,  any  confidential  or secret  development  or research work of the
Company, or any other confidential information or secret aspects of the business
of the Company. The Employee acknowledges that the above-described  knowledge or
information  constitutes  a  unique  and  valuable  asset  of  the  Company  and
represents a substantial investment of time and expense by the Company, and that
any disclosure or other use of such knowledge or information  other than for the
sole benefit of the Company would be wrongful and would cause  irreparable  harm
to the Company.  Both during and after the term of his employment,  the Employee
will  refrain  from any acts or  omissions  that would  reduce the value of such
knowledge  or  information  to  the  Company.   The  foregoing   obligations  of
confidentiality  shall not apply to any  knowledge  or  information  that is now
published or which subsequently  becomes generally publicly known in the form in
which it was  obtained  from the  Company,  other  than as a direct or  indirect
result of the breach of this Agreement by the Employee.

     6. Ventures.  If, during the term of his employment the Employee is engaged
in or associated with the planning or  implementing  of any project,  program or
venture  involving the Company and a third party or parties,  all rights in such
project,  program or venture shall belong to the Company.  Except as approved by
the  Company's  Chief  Executive  Officer  and subject to an  expressed  written
agreement,  the Employee  shall not be entitled to any interest in such project,
program or venture or to any commission,  finder's fee or other  compensation in
connection  therewith other than the  compensation to be paid to the Employee as
provided in this Agreement. The Employee shall not acquire any kind of interest,
direct or indirect, in any vendor or customer of the Company.

     7. Noncompetition Covenant.

     (a) Agreement Not to Compete.  During the term of his  employment  with the
Company  and for a  period  of two  (2)  years  after  the  termination  of such
employment  (whether such  termination is with or without cause, or whether such
termination  is occasioned by the Employee or the Company),  Employee shall not,
directly or indirectly,  engage in competition with the Company in any manner or
capacity (e.g., as an advisor,  principal,  agent, partner,  officer,  director,
stockholder,  employee,  member of any association or otherwise) in any phase of
the business which the Company is conducting  during the term of this Agreement,
including the design, development, manufacture, distribution, marketing, leasing
or  selling of  accessories,  devices or  systems  related  to the  products  or
services being sold by the Company or hire any current or former employee of the
Company.

     (b) Geographic  Extent of Covenant.  The  obligations of the Employee under
Section  7(a) shall  apply to any  geographic  area in which the Company (i) has
engaged  in  business  during  the term of this  Agreement  through  production,
promotional, sales or marketing activity, or



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<PAGE>

otherwise,  or (ii) has otherwise established its goodwill,  business reputation
or any customer or supplier relations.

     (c)  Limitation  of  Covenant.  Ownership  by the  Employee,  as a  passive
investment,  of less than two percent of the outstanding shares of capital stock
of any corporation listed on a national  securities  exchange or publicly traded
on Nasdaq shall not constitute a breach of this Section 7.

     (d) Indirect  Competition.  The Employee will not,  directly or indirectly,
assist or encourage  any other person in carrying out,  directly or  indirectly,
any activity that would be prohibited by the above  provisions of this Section 7
if  such  activity  were  carried  out  by  the  Employee,  either  directly  or
indirectly.  In  particular  the Employee  agrees that he will not,  directly or
indirectly,  induce  any  employee  of the  Company to carry  out,  directly  or
indirectly, any such activity.

     (e)   Acknowledgment.   The  Employee  agrees  that  the  restrictions  and
agreements  contained in this Section 7 are  reasonable and necessary to protect
the legitimate interests of the Company and that any violation of this Section 7
will cause  substantial  and  irreparable  harm to the Company that would not be
quantifiable  and for which no adequate  remedy  would exist at law and that the
Company has all the rights provided in Section 10(b).

     (f) Blue Pencil  Doctrine.  If the duration or  geographical  extent of, or
business  activities  covered by, this  Section 7 are in excess of what is valid
and enforceable  under applicable law, then such provision shall be construed to
cover only that duration,  geographical  extent or activities that are valid and
enforceable,  but only within the jurisdiction under whose law this Section 7 is
not  enforceable  to the full extent of its terms.  In all other  jurisdictions,
this Section 7 will be enforceable to the full extent of its terms. The Employee
acknowledges the uncertainty of the law in this respect and expressly stipulates
that this Agreement be given the construction which renders its provisions valid
and enforceable to the maximum extent (not exceeding its express terms) possible
under applicable law.

     8. Patent and Related Matters.

     (a)  Disclosure  and  Assignment.  The Employee will  promptly  disclose in
writing to the Company complete information concerning each and every invention,
discovery,  improvement, device, design, apparatus, practice, process, method or
product,  whether  patentable  or  not,  made,  developed,  perfected,  devised,
conceived  or first  reduced to practice by the  Employee,  either  solely or in
collaboration  with  others,  during the term of this  Agreement,  or within six
months thereafter,  whether or not during regular working hours,  whether or not
using  the  employer's  equipment,   supplies,   facilities,   or  trade  secret
information, which results from any work the Employee performed for the Company,
or which  relates at the time of  conception  or  reduction  to practice  either
directly  or  indirectly  to the  Company's  business,  products,  practices  or
techniques,  or to the Company's actual or demonstrably  anticipated research or
development ("Developments").  The Employee, to the extent that he has the legal
right to do so, hereby acknowledges that any and all of the Developments are the
property of the  Company and hereby  assigns and agrees to assign to the Company
any and all of the Employee's right, title and interest in and to any and all of
the Developments. At the request of the Company, the



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<PAGE>

Employee will confer with the Company and its representatives for the purpose of
disclosing  all  Developments  to the  Company as the Company  shall  reasonably
request  during the period ending one year after  termination  of the Employee's
employment with the Company.

     (b) Future Developments. As to any future Developments made by the Employee
that relate to the  business,  products or practices of the Company and that are
first  conceived or reduced to practice  during the term of this  Agreement,  or
within six months thereafter,  but which are claimed for any reason to belong to
an entity or person other than the Company,  the Employee will promptly disclose
the same in writing to the Company and shall not  disclose the same to others if
the  Company,  within  20  days  thereafter,   shall  claim  ownership  of  such
Developments  under the terms of this  Agreement.  If the Company  makes no such
claim, the Employee hereby  acknowledges that the Company has made no promise to
receive and hold in confidence any such information disclosed by the Employee.

     (c)  Limitation on Sections 8(a) and 8(b).  In accordance  with  California
Labor Code Section 2872, the provisions of Section 8(a) and 8(b) shall not apply
to any Employee  work  product  that  qualifies  fully under the  provisions  of
California  Labor Code Section 2870,  that is, Employee work product meeting the
following conditions:

          (i) such work product was  developed  entirely on the  Employee's  own
     time; AND

          (ii)  such  work  product  was  made  without  the use of any  Company
     equipment, supplies, facility or trade secret information; PROVIDED that

          (iii) such work  product  does not relate (A) directly to the business
     of the Company or (B) to the Company's  actual or demonstrably  anticipated
     research or development; or

          (iv) such work product does not result from any work  performed by the
     Employee for the Company.

     (d)  Assistance  of  the  Employee.   Upon  request  and  without   further
compensation  therefor,  but at no expense to the Employee, the Employee will do
all lawful  acts,  including  but not  limited to, the  execution  of papers and
lawful  oaths and the giving of  testimony,  that in the opinion of the Company,
may be necessary or desirable in obtaining, sustaining, reissuing, extending and
enforcing United States and foreign copyrights and Letters Patent, including but
not  limited  to,  design  patents,  on the  Developments,  and for  perfecting,
affirming and recording the Company's complete ownership and title thereto,  and
to cooperate otherwise in all proceedings and matters relating thereto.

     (e)  Records.  The Employee  will keep  complete,  accurate  and  authentic
accounts,  notes,  data and records of the  Developments  in the manner and form
requested by the Company.  Such accounts,  notes,  data and records shall be the
property of the Company,  and,  upon its request,  the  Employee  will  promptly
surrender  same to it or, if not  previously  surrendered  upon its  request  or
otherwise,  the Employee will surrender the same, and all copies thereof, to the
Company upon the conclusion of his employment.



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<PAGE>

     (f) Obligations,  Restrictions and  Limitations.  The Employee  understands
that the Company may enter into agreements or arrangements  with agencies of the
United  States  Government,  and that the  Company  may be  subject  to laws and
regulations  which impose  obligations,  restrictions and limitations on it with
respect to  inventions  and patents  which may be acquired by it or which may be
conceived or  developed  by  employees,  consultants  or other agents  rendering
services  to  it.  The  Employee  shall  be  bound  by  all  such   obligations,
restrictions  and  limitations  applicable  to any such  invention  conceived or
developed  by him while he is employed by the Company and shall take any and all
further action which may be required to discharge such obligations and to comply
with such restrictions and limitations.

     (g)  Copyrightable   Material.   All  right,  title  and  interest  in  all
copyrightable  material that the Employee  shall  conceive or originate,  either
individually  or jointly with others,  and which arise out of the performance of
this  Agreement,  will be the property of the Company and are by this  Agreement
assigned to the Company  along with  ownership of any and all  copyrights in the
copyrightable  material. Upon request and without further compensation therefor,
but at no expense to the  Employee,  the Employee  shall  execute all papers and
perform all other acts  necessary  to assist the Company to obtain and  register
copyrights on such materials in any and all countries.  Where applicable,  works
of  authorship  created  by the  Employee  for the  Company  in  performing  his
responsibilities under this Agreement shall be considered "works made for hire,"
as defined in the U.S. Copyright Act.

     (h) Know-How and Trade Secrets.  All know-how and trade secret  information
conceived or originated by the Employee  that arises out of the  performance  of
his obligations or responsibilities under this Agreement or any related material
or information shall be the property of the Company,  and all rights therein are
by this Agreement assigned to the Company.

     9. Termination of Employment.

     (a) Grounds for  Termination.  The Employee's  employment  shall  terminate
prior to the  expiration  of the  initial  term set  forth in  Section  2 or any
extension thereof in the event that at any time:

          (i) The Employee dies,

          (ii) The Employee  becomes  "disabled,"  so that he cannot perform the
     essential   functions   of  his   position   with  or  without   reasonable
     accommodation,

          (iii) The Board of Directors of the Company  elects to terminate  this
     Agreement  for  "cause"  and  notifies  the  Employee  in  writing  of such
     election,

          (iv) The Board of  Directors of the Company  elects to terminate  this
     Agreement  without  "cause" and  notifies  the  Employee in writing of such
     election, or

          (v) The Employee  elects to terminate this Agreement  voluntarily  and
     notifies the Company in writing of such election.



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<PAGE>

     If this  Agreement is  terminated  pursuant to clause (i), (ii) or (iii) of
this Section 9(a),  such  termination  shall be effective  immediately.  If this
Agreement is  terminated  pursuant to clause (iv) or (v) of this  Section  9(a),
such  termination  shall be  effective  30 days after  delivery of the notice of
termination.

     (b) "Cause" Defined. "Cause" means:

          (i) The Company reasonably believes that the Employee has breached the
     provisions of Section 5, 7 or 8 of this Agreement in any material respect,

          (ii) The Company reasonably  believes that the Employee has engaged in
     willful and material misconduct,  including willful and material failure to
     perform the Employee's  duties as an officer or employee of the Company and
     has failed to cure such  default  within 30 days  after  receipt of written
     notice of default from the Company,

          (iii) The Company reasonably  believes that the Employee has committed
     fraud,  misappropriation  or  embezzlement in connection with the Company's
     business, or

          (iv) The  Employee  has been  arrested,  convicted or has pleaded nolo
     contendere  to  criminal  misconduct  (except for  parking  violations  and
     occasional minor traffic violations), or

In the event that the Company  terminates the Employee's  employment for "cause"
pursuant  to clause (i),  (ii) or (iii) of this  Section  9(b) and the  Employee
objects in writing to the Board's  determination  that there was proper  "cause"
for such  termination  within 20 days after the  Employee  is  notified  of such
termination,  the matter shall be resolved by arbitration in accordance with the
provisions  of  Section  10(a).  If the  Employee  fails to  object  to any such
determination  of "cause" in writing  within  such  20-day  period,  he shall be
deemed  to have  waived  his  right to  object  to that  determination.  If such
arbitration  determines that there was not proper "cause" for termination,  such
termination  shall be  deemed to be a  termination  pursuant  to clause  (iv) of
Section  9(a)  and the  Employee's  sole  remedy  shall be to  receive  the wage
continuation benefits contemplated by Section 9(f).

     (c)  Effect  of  Termination.   Notwithstanding  any  termination  of  this
Agreement,  the Employee,  in consideration  of his employment  hereunder to the
date of such termination, shall remain bound by the provisions of this Agreement
which  specifically  relate  to  periods,  activities  or  obligations  upon  or
subsequent to the termination of the Employee's employment.

     (d) "Disabled"  Defined.  "Disabled" means any mental or physical condition
that  renders the  Employee  unable to perform the  essential  functions  of his
position, with reasonable  accommodation (which shall not impose an undue burden
on the Company), for a period in excess of six (6) months.

     (e) Surrender of Records and Property.  Upon  termination of his employment
with the  Company,  the  Employee  shall  deliver  promptly  to the  Company all
records, manuals, books,



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<PAGE>

blank forms, documents,  letters, memoranda, notes, notebooks, reports, computer
equipment,  computer disks,  computer  software,  computer  programs  (including
source code, object code,  on-line files,  documentation,  testing materials and
plans and reports),  designs, drawings,  formulae, data, tables, calculations or
copies  thereof that are the property of the Company,  or that relate in any way
to the business, products, practices or techniques of the Company, and all other
property, trade secrets and confidential information of the Company,  including,
but not limited to, all documents and all tangible, written, graphical,  machine
readable  and other  materials  (including  all copies) that in whole or in part
contain any trade secrets or confidential  information of the Company,  which in
any of these cases are in his possession or under his control.

     (f) Salary  Continuation.  If the  Employee's  employment by the Company is
terminated by the Company  pursuant to clause (ii) or (iv) of Section 9(a),  the
Company shall continue to pay to the Employee his base salary (less any payments
received by the Employee from any disability income insurance policy provided to
him by the Company) and shall continue to provide health insurance  benefits for
the Employee  through the earlier of (a) the date that the Employee has obtained
other full-time employment, or (b) one (1) month from the date of termination of
employment.  If this  Agreement is terminated  pursuant to clauses (i), (iii) or
(v) of Section  9(a),  the  Employee's  right to base salary and benefits  shall
immediately terminate, except as may otherwise be required by applicable law.

     If the Employee's employment by the Company terminates within six months of
the end of any fiscal year of the Company,  the Employee  shall also be entitled
to receive a pro rata portion (based on the number of days of employment  during
that fiscal  year) of any bonus  payment that would have been payable to him for
that fiscal year pursuant to Section 4(b) if the Employee had been in the employ
of the  Company  for the full  fiscal  year.  No bonus  will be  payable  to the
Employee  with  respect to any fiscal year in which the Employee was employed by
the  Company  for less than six months or with  respect to any fiscal year after
the fiscal year in which the Employee's employment terminated.

     10. Settlement of Disputes.

     (a)  Arbitration.  Except as  provided  in  Section  10(b),  any  claims or
disputes of any nature  between the Company  and the  Employee  arising  from or
related to the  performance,  breach,  termination,  expiration,  application or
meaning of this Agreement or any matter relating to the Employee's employment or
the termination of that employment by the Company shall be resolved  exclusively
by  arbitration  in Santa  Clara  County,  California,  in  accordance  with the
applicable  rules  of the  American  Arbitration  Association.  In the  event of
submission of any dispute to  arbitration,  each party shall,  not later than 30
days prior to the date set for  hearing,  provide to the other  party and to the
arbitrator(s) a copy of all exhibits upon which the party intends to rely at the
hearing and a list of all persons each party intends to call at the hearing. The
fees of the  arbitrator(s)  and other  costs  incurred by the  Employee  and the
Company in connection with such  arbitration  shall be paid to the prevailing in
such arbitration.

     The  decision of the  arbitrator(s)  shall be final and  binding  upon both
parties.  Judgment of the award rendered by the  arbitrator(s) may be entered in
any court of competent jurisdiction.



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<PAGE>

     (b) Resolution of Certain  Claims--Injunctive  Relief.  Section 10(a) shall
have no application to claims by the Company asserting a violation of Section 5,
7, 8 or 9(e) or seeking to enforce,  by injunction  or  otherwise,  the terms of
Section 5, 7, 8 or 9(e).  Such  claims  may be  maintained  by the  Company in a
lawsuit subject to the terms of Section 10(c). The Employee acknowledges that it
would be difficult to fully  compensate  the Company for damages  resulting from
any breach by him of the provisions of this Agreement. Accordingly, the Employee
agrees  that,  in addition to, but not to the  exclusion of any other  available
remedy,  the Company shall have the right to enforce the  provisions of Sections
5,  7, 8 and  9(e)  by  applying  for  and  obtaining  temporary  and  permanent
restraining orders or injunctions from a court of competent jurisdiction without
the  necessity of filing a bond  therefor,  and without the necessity of proving
actual  damages,  and the Company shall be entitled to recover from the Employee
its reasonable attorneys' fees and costs in enforcing the provisions of Sections
5, 7, 8 and 9(e).

     (c) Venue. Any action at law, suit in equity or judicial proceeding arising
directly,  indirectly,  or otherwise in connection  with,  out of, related to or
from this  Agreement,  or any provision  hereof,  shall be litigated only in the
courts of Santa Clara County,  California.  The Employee and the Company consent
to the  jurisdiction of such courts over the subject matter set forth in Section
10(b). The Employee waives any right the Employee may have to transfer or change
the venue of any litigation brought against the Employee by the Company.

     11. Miscellaneous.

     (a) Entire Agreement. This Agreement (including the exhibits, schedules and
other documents  referred to herein) contains the entire  understanding  between
the parties  hereto with respect to the subject matter hereof and supersedes any
prior understandings,  agreements or representations,  written or oral, relating
to the subject matter hereof.

     (b) Counterparts.  This Agreement may be executed in separate counterparts,
each of  which  will  be an  original  and all of  which  taken  together  shall
constitute  one and the same  agreement,  and any party  hereto may execute this
Agreement by signing any such counterpart.

     (c) Severability. Whenever possible, each provision of this Agreement shall
be  interpreted  in such a manner as to be effective and valid under  applicable
law but if any  provision of this  Agreement  is held to be invalid,  illegal or
unenforceable  under any  applicable  law or rule,  the  validity,  legality and
enforceability  of the other provision of this Agreement will not be affected or
impaired thereby. In furtherance and not in limitation of the foregoing,  should
the duration or geographical  extent of, or business  activities covered by, any
provision of this Agreement be in excess of that which is valid and  enforceable
under  applicable law, then such provision shall be construed to cover only that
duration, extent or activities which may validly and enforceably be covered. The
Employee  acknowledges  the uncertainty of the law in this respect and expressly
stipulates  that this  Agreement  be given the  construction  which  renders its
provisions  valid and  enforceable  to the  maximum  extent (not  exceeding  its
express terms) possible under applicable law.

     (d) Successors and Assigns.  This Agreement shall be binding upon and inure
to the  benefit of the  parties  hereto  and their  respective  heirs,  personal
representatives  and, to the extent permitted by subsection (e),  successors and
assigns.



                                       9
<PAGE>

     (e) Assignability. Neither this Agreement nor any right, remedy, obligation
or  liability  arising  hereunder  or  by  reason  hereof  shall  be  assignable
(including  by  operation  of law) by either  party  without  the prior  written
consent of the other  party to this  Agreement,  except  that the  Company  may,
without the consent of the  Employee,  assign its rights and  obligations  under
this Agreement to any  corporation,  firm or other business  entity with or into
which the Company may merge or consolidate,  or to which the Company may sell or
transfer all or substantially  all of its assets, or of which 50% or more of the
equity  investment and of the voting  control is owned,  directly or indirectly,
by, or is under common ownership with, the Company. After any such assignment by
the  Company,  the  Company  shall  be  discharged  from all  further  liability
hereunder and such assignee shall thereafter be deemed to be the Company for the
purposes of all provisions of this Agreement including this Section 11.

     (f) Modification,  Amendment,  Waiver or Termination.  No provision of this
Agreement may be modified, amended, waived or terminated except by an instrument
in writing signed by the parties to this Agreement. No course of dealing between
the parties  will  modify,  amend,  waive or  terminate  any  provision  of this
Agreement or any rights or  obligations  of any party under or by reason of this
Agreement. No delay on the part of the Company in exercising any right hereunder
shall operate as a waiver of such right. No waiver,  express or implied,  by the
Company of any right or any breach by the Employee shall  constitute a waiver of
any other right or breach by the Employee.

     (g) Notices. All notices, consents,  requests,  instructions,  approvals or
other  communications  provided for herein shall be in writing and  delivered by
personal  delivery,  overnight  courier,  mail,  electronic  facsimile or e-mail
addressed  to the  receiving  party at the  address set forth  herein.  All such
communications shall be effective when received.

                  PAWNBROKER.COM, INC.
                  85 Keystone, Suite F
                  Reno, Nevada  89503
                  Fax: -----------------------------
                  E-mail: --------------------------

                  EMPLOYEE:

                  Vahid Rafizadeh
                  -----------------------------------
                  -----------------------------------
                  Fax: ------------------------------
                  E-mail: ---------------------------

Any party may change the  address  set forth above by notice to each other party
given as provided herein.

     (h)  Headings.  The  headings  and any table of contents  contained in this
Agreement  are for  reference  purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.



                                       10
<PAGE>

     (i)   Governing   Law.   ALL  MATTERS   RELATING  TO  THE   INTERPRETATION,
CONSTRUCTION,  VALIDITY AND  ENFORCEMENT OF THIS AGREEMENT  SHALL BE GOVERNED BY
THE  INTERNAL  LAWS OF THE STATE OF  CALIFORNIA,  WITHOUT  GIVING  EFFECT TO ANY
CHOICE OF LAW PROVISIONS THEREOF.

     (j) Third-Party Benefit. Nothing in this Agreement,  express or implied, is
intended to confer upon any other person any rights,  remedies,  obligations  or
liabilities of any nature whatsoever.

     (k) Withholding  Taxes.  The Company may withhold from any benefits payable
under  this  Agreement  all  federal,  state,  city or  other  taxes as shall be
required pursuant to any law or governmental regulation or ruling.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date set forth in the first paragraph.

                                       PAWNBROKER.COM, INC.

                                       By /s/ Neil McElwee
                                          -------------------------------------

                                       Its Chief Executive Officer
                                           ------------------------------------

                                                    Unsigned
                                       ----------------------------------------
                                                 Vahid Rafizadeh















                                       11
<PAGE>

                        Exhibit A to Employment Agreement

Name of Employee: Vahid Rafizadeh

Term of Agreement:  36 Months

Title of position (if any): Chief Technical Officer

Base salary:

         $140,000 per year

Stock Options:*

<TABLE>
       Number of Shares               Exercise Price                Vesting Date                  Expiry Date
------------------------------- ---------------------------- ---------------------------- ----------------------------
       <S>                           <C>                        <C>                            <C>
           100,000                    $6.75 per share             September 1, 2000            September 1, 2003

            35,000                    $6.75 per share             September 1, 2001            September 1, 2004

            35,000                    $6.75 per share             September 1, 2002            September 1, 2005
</TABLE>



EMPLOYER                                   EMPLOYEE
PAWNBROKER.COM, INC.

By /s/ Neil McElwee                         Unsigned
   ------------------------------           -----------------------------------
Its Chief Executive Officer
    -----------------------------           -----------------------------------
                                            Vahid Rafizadeh

Date  -------------------------------      Date -------------------------------


*All options will be granted  pursuant to a definitive stock option agreement in
the form attached as Exhibit B.


<PAGE>


                                    Exhibit B
                            (Stock Option Agreement)







</TEXT>
</DOCUMENT>
