PAWNBROKER COM INC
STOCK PURCHASE WARRANT
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>17
<FILENAME>0017.txt
<DESCRIPTION>STOCK PURCHASE WARRANT
<TEXT>


                                                                   EXHIBIT 10.23


NEITHER  THIS WARRANT NOR THE SHARES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT")
OR ANY OTHER  APPLICABLE  SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE SHARES  ISSUABLE UPON EXERCISE  HEREOF MAY BE SOLD,
PLEDGED, TRANSFERRED,  ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OR IN A TRANSACTION
WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.

                             STOCK PURCHASE WARRANT

                                  June 7, 2000

                To Purchase 58,824 Shares of the Common Stock of

                              PAWNBROKER.COM, INC.

     THIS CERTIFIES  that, for value  received,  Lamothe  Investing  Corp.  (the
"Holder"), is entitled, upon the terms and subject to the conditions hereinafter
set forth, at any time on or after the date hereof (the "Initial Exercise Date")
and on or prior to the  close of  business  on June 7,  2003  (the  "Termination
Date") but not  thereafter,  to subscribe for and purchase from  Pawnbroker.com,
Inc., a corporation incorporated in Delaware (the "Company"),  up to fifty-eight
thousand,  eight hundred and twenty-four  (58,824) shares (the "Warrant Shares")
of Common Stock,  $0.0001 par value,  of the Company (the "Common  Stock").  The
purchase  price of one share of Common Stock (the  "Exercise  Price") under this
Warrant  shall be $4.89.  The Exercise  Price and the number of shares for which
the Warrant is exercisable shall be subject to adjustment as provided herein. In
the  event  of any  conflict  between  the  terms of this  Warrant  and the Loan
Agreement  between the Company and the Holder dated as of June 7, 2000  pursuant
to which  this  Warrant  has been  issued,  the Loan  Agreement  shall  control.
Capitalized  terms used and not otherwise defined herein shall have the meanings
set forth for such terms in the Loan Agreement.




<PAGE>

     1.  Title  to  Warrant.  Prior  to the  Termination  Date  and  subject  to
compliance with applicable laws and the terms of this Warrant,  this Warrant and
all rights  hereunder  are  transferable,  in whole or in part, at the office or
agency of the  Company  by the  holder  hereof  in person or by duly  authorized
attorney,  upon  surrender of this Warrant  together  with the  Assignment  Form
annexed hereto properly endorsed.

     2. Authorization of Shares. The Company covenants that all shares of Common
Stock  which may be issued  upon the  exercise  of  rights  represented  by this
Warrant will, upon exercise of the rights  represented by this Warrant,  be duly
authorized,  validly  issued,  fully  paid and  nonassessable  and free from all
taxes,  liens and charges in respect of the issue  thereof  (other than taxes in
respect of any transfer occurring contemporaneously with such issue).

     3. Exercise of Warrant. Except as provided in Section 4 herein, exercise of
the purchase rights represented by this Warrant may be made at any time or times
on or after the  Initial  Exercise  Date (i) as to  two-thirds  of the number of
Warrants and (ii) if and only if the Convertible Debenture issued in conjunction
with this  Warrant has not been  redeemed  in full by the Company in  accordance
with its terms on or before the 120th day after the Initial Exercise Date, as to
the remaining  one-third of the Warrants,  which remaining third shall otherwise
be void, and in either case before the close of business on the Termination Date
by the surrender of this Warrant and the Notice of Exercise Form annexed  hereto
duly  executed,  at the office of the Company (or such other office or agency of
the Company as it may  designate by notice in writing to the  registered  holder
hereof at the address of such holder  appearing on the books of the Company) and
upon  payment of the  Exercise  Price of the shares  thereby  purchased  by wire
transfer or cashier's  check drawn on a United  States bank,  the holder of this
Warrant shall be entitled to receive a  certificate  for the number of shares of
Common Stock so purchased.  Certificates for shares purchased hereunder shall be
delivered  to the holder  hereof  within five (5) Trading Days after the date on
which this Warrant  shall have been  exercised  as aforesaid  and payment of the
exercise price has been received by the Company. This Warrant shall be deemed to
have been exercised and such certificate or certificates shall be deemed to have
been issued,  and Holder or any other person so  designated  to be named therein
shall be  deemed  to have  become a holder  of  record  of such  shares  for all
purposes,  as of the date the Holder  faxes a Notice of Exercise to the Company,
provided that such fax notice is followed by delivery of the original notice and
payment to the Company of the Exercise  Price and all taxes  required to be paid
by Holder,  if any,  pursuant to Section 5 prior to the issuance of such shares,
have been paid within three (3) Trading Days of such fax notice. If this Warrant
shall have been exercised in part, the Company shall, at the time of delivery of
the certificate or certificates representing Warrant Shares, deliver to Holder a
new Warrant  evidencing the rights of Holder to purchase the unpurchased  shares
of Common Stock called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant.

If there is no registration in effect permitting the resale by the Holder of the
Warrant  Shares at any time from and  after one year from the  issuance  date of
this Warrant,  then the Holder shall have the right to a "cashless  exercise" in
which the Holder  shall be entitled to receive a  certificate  for the number of
shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:



                                       2
<PAGE>

(A) = the average of the high and low trading  prices per share of Common  Stock
on the Trading Day preceding the date of such election;

(B) =  the Exercise Price of the Warrant; and

(X) = the number of shares  issuable  upon exercise of the Warrant in accordance
with the terms of this Warrant.

     4.  No  Fractional   Shares  or  Scrip.  No  fractional   shares  or  scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to purchase  upon such  exercise,  the Company  shall pay a cash  adjustment  in
respect of such final fraction in an amount equal to the Exercise Price.

     5. Charges,  Taxes and  Expenses.  Issuance of  certificates  for shares of
Common Stock upon the exercise of this Warrant  shall be made without  charge to
the  holder  hereof  for any issue or  federal  or state  transfer  tax or other
incidental expense in respect of the issuance of such certificate,  all of which
taxes and expenses shall be paid by the Company,  and such certificates shall be
issued in the name of the holder of this Warrant or in such name or names as may
be directed by the holder of this Warrant; provided,  however, that in the event
certificates  for  shares of Common  Stock are to be issued in a name other than
the name of the  holder of this  Warrant,  this  Warrant  when  surrendered  for
exercise  shall be  accompanied  by the  Assignment  Form  attached  hereto duly
executed  by the holder  hereof;  and the Company  may  require,  as a condition
thereto,  the payment of a sum  sufficient  to reimburse it for any transfer tax
incidental thereto.

     6. Closing of Books.  The Company will not close its  shareholder  books or
records in any manner that prevents the timely exercise of this Warrant.

     7. Transfer, Division and Combination.  (a) the Holder (and its transferees
and assigns),  by  acceptance  of this Warrant,  covenants and agrees that it is
acquiring the Warrants evidenced hereby,  and, upon exercise hereof, the Warrant
Shares, for its own account as an investment and not with a view to distribution
thereof. The Warrant Shares have not been registered under the Securities Act or
any  state  securities  laws and no  transfer  of any  Warrant  Shares  shall be
permitted  unless the  Company  has  received  notice of such  transfer,  at the
address of its principal office set forth in the Loan Agreement,  in the form of
assignment  attached  hereto,  accompanied  by an opinion of counsel  reasonably
satisfactory to the Company that an exemption from registration of such Warrants
or Warrant  Shares  under the  Securities  Act is available  for such  transfer,
except that no such opinion shall be required after the  registration for resale
by the Holder of the Warrant Shares, as contemplated by the Registration  Rights
Agreement.  Upon any exercise of the  Warrants,  certificates  representing  the
Warrant Shares shall bear a restrictive legend  substantially  identical to that
set forth on the face of this Warrant certificate. Any purported transfer of any
Warrant or Warrant Shares not in compliance  with the provisions of this section
shall be null and void.

          (b) This Warrant may be divided or combined  with other  Warrants upon
presentation  hereof at the  aforesaid  office of the Company,  together  with a
written notice  specifying the names and denominations in which new Warrants are
to be issued, signed by



                                       3
<PAGE>

Holder or its agent or attorney.  Subject to compliance with Section 7(a), as to
any transfer which may be involved in such division or combination,  the Company
shall  execute and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such notice.

          (c) The Company  shall  prepare,  issue and deliver at its own expense
(other than transfer taxes) the new Warrant or Warrants under this Section 7.

          (d) The Company agrees to maintain, at its aforesaid office, books for
the registration and the registration of transfer of the Warrants.

     8. No Rights as Shareholder  until Exercise.  This Warrant does not entitle
the holder hereof to any voting  rights or other rights as a shareholder  of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate  Exercise Price,  the Warrant Shares so purchased shall
be and be deemed to be issued to such holder as the record  owner of such shares
as of the  close of  business  on the  later of the  date of such  surrender  or
payment.

     9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants
that upon receipt by the Company of evidence  reasonably  satisfactory  to it of
the loss,  theft,  destruction or mutilation of this Warrant  certificate or any
stock certificate  relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which shall
not exceed that customarily  charged by the Company's  transfer agent), and upon
surrender and cancellation of such Warrant or stock  certificate,  if mutilated,
the Company  will make and deliver a new  Warrant or stock  certificate  of like
tenor  and  dated  as of such  cancellation,  in lieu of such  Warrant  or stock
certificate.

     10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the  expiration of any right  required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.

     11. Adjustments of Exercise Price and Number of Warrant Shares.

          (a) Stock Splits,  etc. The number and kind of securities  purchasable
upon the  exercise of this  Warrant and the  Exercise  Price shall be subject to
adjustment from time to time upon the happening of any of the following. In case
the  Company  shall (i) pay a  dividend  in  shares  of  Common  Stock or make a
distribution  in shares of Common  Stock to  holders of its  outstanding  Common
Stock,  (ii)  subdivide  its  outstanding  shares of Common Stock into a greater
number of shares of Common Stock, (iii) combine its outstanding shares of Common
Stock into a smaller  number of shares of Common  Stock or (iv) issue any shares
of its capital stock in a reclassification  of the Common Stock, then the number
of Warrant Shares  purchasable upon exercise of this Warrant  immediately  prior
thereto  shall be adjusted so that the holder of this Warrant  shall be entitled
to  receive  the kind and number of Warrant  Shares or other  securities  of the
Company  which he would have been  entitled  to receive  had such  Warrant  been
exercised in advance  thereof.  Upon each such adjustment of the kind and number
of Warrant  Shares or other  securities  of the  Company  which are  purchasable
hereunder, the holder of this Warrant shall



                                       4
<PAGE>

thereafter  be  entitled  to  purchase  the  number of  Warrant  Shares or other
securities resulting from such adjustment at an Exercise Price per Warrant Share
or  other  security  obtained  by  multiplying  the  Exercise  Price  in  effect
immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant hereto  immediately prior to such adjustment and dividing by the number
of  Warrant  Shares  or other  securities  of the  Company  resulting  from such
adjustment. An adjustment made pursuant to this paragraph shall become effective
immediately  after the effective  date of such event  retroactive  to the record
date, if any, for such event.

          (b)  Reorganization,   Reclassification,   Merger,   Consolidation  or
Disposition  of  Assets.  In case the  Company  shall  reorganize  its  capital,
reclassify  its  capital  stock,  consolidate  or  merge  with or  into  another
corporation  (where the Company is not the surviving  corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business  to another  corporation  and,  pursuant to the terms of such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of  common  stock of the  successor  or  acquiring  corporation  ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the Company,  then Holder shall have the right  thereafter  to receive,  upon
exercise of this Warrant,  the number of shares of common stock of the successor
or acquiring corporation or of the Company, if it is the surviving  corporation,
and  Other  Property  receivable  upon or as a  result  of such  reorganization,
reclassification,  merger, consolidation or disposition of assets by a holder of
the  number of shares of Common  Stock for which  this  Warrant  is  exercisable
immediately   prior  to  such  event.  In  case  of  any  such   reorganization,
reclassification,  merger, consolidation or disposition of assets, the successor
or acquiring  corporation (if other than the Company) shall expressly assume the
due and  punctual  observance  and  performance  of each and every  covenant and
condition of this  Warrant to be  performed  and observed by the Company and all
the obligations and liabilities hereunder,  subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors  of the  Company)  in order to provide  for  adjustments  of shares of
Common  Stock for which this  Warrant is  exercisable  which  shall be as nearly
equivalent as  practicable to the  adjustments  provided for in this Section 11.
For purposes of this  Section 11,  "common  stock of the  successor or acquiring
corporation"  shall include stock of such  corporation of any class which is not
preferred  as to  dividends  or  assets  over any  other  class of stock of such
corporation  and which is not subject to  redemption  and shall also include any
evidences  of  indebtedness,  shares  of  stock or other  securities  which  are
convertible into or exchangeable for any such stock,  either immediately or upon
the arrival of a specified  date or the  happening of a specified  event and any
warrants  or other  rights to  subscribe  for or purchase  any such  stock.  The
foregoing  provisions  of this Section 11 shall  similarly  apply to  successive
reorganizations,  reclassifications,  mergers,  consolidations or disposition of
assets.

     12. Voluntary Adjustment by the Company. The Company may at any time during
the term of this Warrant,  reduce the then current  Exercise Price to any amount
and for any period of time deemed  appropriate  by the Board of Directors of the
Company.

     13. Notice of  Adjustment.  Whenever the number of Warrant Shares or number
or kind of securities or other  property  purchasable  upon the exercise of this
Warrant or the Exercise



                                       5
<PAGE>

Price is  adjusted,  as herein  provided,  the Company  shall  promptly  mail by
registered or certified mail,  return receipt  requested,  to the holder of this
Warrant  notice of such  adjustment or  adjustments  setting forth the number of
Warrant Shares (and other securities or property)  purchasable upon the exercise
of this  Warrant  and the  Exercise  Price of such  Warrant  Shares  (and  other
securities or property) after such  adjustment,  setting forth a brief statement
of the facts  requiring  such  adjustment  and setting forth the  computation by
which such adjustment was made.  Such notice,  in the absence of manifest error,
shall be conclusive evidence of the correctness of such adjustment.

     14. Notice of Corporate Action. If at any time:

          (a) the Company shall take a record of the holders of its Common Stock
for the purpose of entitling  them to receive a dividend or other  distribution,
or any right to subscribe for or purchase any evidences of its indebtedness, any
shares of stock of any class or any other securities or property,  or to receive
any other right, or

          (b) there  shall be any capital  reorganization  of the  Company,  any
reclassification  or recapitalization of the capital stock of the Company or any
consolidation  or merger of the  Company  with,  or any sale,  transfer or other
disposition of all or substantially all the property,  assets or business of the
Company to, another corporation or,

          (c) there shall be a voluntary or involuntary dissolution, liquidation
or winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least 10 days'  prior  written  notice  of the  record  date for such  dividend,
distribution or right or for  determining  rights to vote in respect of any such
reorganization,   reclassification,   merger,  consolidation,   sale,  transfer,
disposition,  liquidation  or  winding  up,  and  (ii) in the  case of any  such
reorganization,   reclassification,   merger,  consolidation,   sale,  transfer,
disposition,  dissolution,  liquidation  or winding  up, at least 10 days' prior
written  notice of the date  when the same  shall  take  place.  Such  notice in
accordance  with the  foregoing  clause also shall specify (i) the date on which
any such record is to be taken for the purpose of such dividend, distribution or
right,  the date on which the  holders of Common  Stock shall be entitled to any
such dividend,  distribution or right, and the amount and character thereof, and
(ii) the  date on  which  any  such  reorganization,  reclassification,  merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up is to take place and the time,  if any such time is to be fixed,  as of which
the holders of Common Stock shall be entitled to exchange their shares of Common
Stock for  securities  or other  property  deliverable  upon  such  disposition,
dissolution,  liquidation  or winding  up.  Each such  written  notice  shall be
sufficiently  given if  addressed  to  Holder  at the  last  address  of  Holder
appearing on the books of the Company and delivered in  accordance  with Section
16(d).

     15.  Authorized  Shares.  The Company  covenants that during the period the
Warrant is outstanding,  it will reserve from its authorized and unissued Common
Stock a  sufficient  number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant.  The Company
further  covenants  that its  issuance of this  Warrant  shall  constitute  full
authority  to its  officers  who are charged  with the duty of  executing  stock
certificates  to execute and issue the  necessary  certificates  for the Warrant
Shares



                                       6
<PAGE>

upon the exercise of the purchase  rights under this  Warrant.  The Company will
take all such reasonable  action as may be necessary to assure that such Warrant
Shares may be issued as provided herein without  violation of any applicable law
or regulation,  or of any  requirements  of the Principal  Market upon which the
Common Stock may be listed.

          The Company shall not by any action,  including,  without  limitation,
amending  its  certificate  of  incorporation  or  through  any  reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or  performance  of any of the terms of this  Warrant,  but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or  appropriate to protect the rights of Holder
against  impairment.  Without  limiting the  generality  of the  foregoing,  the
Company  will (a) not  increase  the par value of any  shares  of  Common  Stock
receivable  upon the exercise of this Warrant above the amount payable  therefor
upon such exercise immediately prior to such increase in par value, (b) take all
such action as may be  necessary  or  appropriate  in order that the Company may
validly and legally  issue fully paid and  nonassessable  shares of Common Stock
upon the  exercise of this  Warrant,  and (c) use its best efforts to obtain all
such  authorizations,  exemptions  or consents from any public  regulatory  body
having jurisdiction thereof as may be necessary to enable the Company to perform
its obligations under this Warrant.

          Before  taking any action which would result in an  adjustment  in the
number of shares of Common Stock for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such  authorizations  or exemptions
thereof,  or consents  thereto,  as may be necessary from any public  regulatory
body or bodies having jurisdiction thereof.

     16. Miscellaneous.

          (a) Jurisdiction. This Warrant shall be binding upon any successors or
assigns of the Company.  This Warrant shall constitute a contract under the laws
of Delaware  without regard to its conflict of law,  principles or rules, and be
subject to arbitration pursuant to the terms set forth in the Loan Agreement.

          (b)  Restrictions.  The holder  hereof  acknowledges  that the Warrant
Shares acquired upon the exercise of this Warrant, if not registered,  will have
restrictions upon resale imposed by state and federal securities laws.

          (c)  Nonwaiver  and  Expenses.  No course of  dealing  or any delay or
failure to exercise any right hereunder on the part of Holder shall operate as a
waiver of such right or otherwise prejudice Holder's rights, powers or remedies,
notwithstanding  all rights hereunder  terminate on the Termination Date. If the
Company fails to comply with any  provision of this  Warrant,  the Company shall
pay to  Holder  such  amounts  as shall be  sufficient  to cover  any  costs and
expenses including,  but not limited to, reasonable  attorneys' fees,  including
those of appellate proceedings, incurred by Holder in collecting any amounts due
pursuant hereto or in otherwise enforcing any of its rights,  powers or remedies
hereunder.



                                       7
<PAGE>

          (d)  Notices.  Any  notice,  request  or other  document  required  or
permitted to be given or delivered to the holder  hereof by the Company shall be
delivered in accordance with the notice provisions of the Loan Agreement.

          (e) Limitation of Liability.  No provision  hereof,  in the absence of
affirmative  action by  Holder  to  purchase  shares  of  Common  Stock,  and no
enumeration herein of the rights or privileges of Holder hereof, shall give rise
to any  liability of Holder for the  purchase  price of any Common Stock or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.

          (f) Remedies.  Holder,  in addition to being  entitled to exercise all
rights  granted by law,  including  recovery  of  damages,  will be  entitled to
specific  performance of its rights under this Warrant.  The Company agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason of a breach by it of the  provisions of this Warrant and hereby agrees to
waive the defense in any action for  specific  performance  that a remedy at law
would be adequate.

          (g) Successors  and Assigns.  Subject to applicable  securities  laws,
this Warrant and the rights and obligations  evidenced hereby shall inure to the
benefit of and be binding upon the  successors of the Company and the successors
and permitted assigns of Holder.  The provisions of this Warrant are intended to
be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.

          (h) Indemnification. The Company agrees to indemnify and hold harmless
Holder  from  and  against  any  liabilities,   obligations,   losses,  damages,
penalties,  actions,  judgments, suits, claims, costs, attorneys' fees, expenses
and disbursements of any kind which may be imposed upon, incurred by or asserted
against  Holder in any manner  relating  to or arising out of any failure by the
Company to perform or observe  in any  material  respect  any of its  covenants,
agreements,  undertakings  or obligations  set forth in this Warrant;  provided,
however,  that the Company  will not be liable  hereunder to the extent that any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims,  costs,  attorneys' fees, expenses or disbursements are found in a final
non-appealable  judgment by a court to have resulted  from Holder's  negligence,
bad faith or willful misconduct.

          (i)  Amendment.  This  Warrant  may  be  modified  or  amended  or the
provisions hereof waived with the written consent of the Company and the Holder.

          (j) Severability.  Wherever  possible,  each provision of this Warrant
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law, but if any  provision of this Warrant shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provisions or the remaining provisions of this Warrant.



                                       8
<PAGE>

          (k)  Headings.   The  headings  used  in  this  Warrant  are  for  the
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.


     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its officer thereunto duly authorized.

Dated: June 5, 2000

                                      PAWNBROKER.COM, INC.


                                      By: /s/ Neil McElwee
                                          -------------------------------------
                                          Name:  Neil McElwee
                                          Title: Chief Executive Officer













                                       9
<PAGE>


                                  EXERCISE FORM
                              PAWNBROKER.COM, INC.

The  undersigned  _______________,  pursuant  to the  provisions  of the  within
Warrant (the "Warrant"),  hereby elects to purchase _____ shares of Common Stock
(the "Warrant") of Pawnbroker.com,  Inc. (the "Company"),  covered by the within
Warrant. The undersigned (the "Subscriber")  covenants,  represents and warrants
to the Company that:

     (a)  Subscriber has such knowledge and experience in financial and business
matters as to be capable of evaluating  the merits and risks of an investment in
the  Securities  and it is able to bear the economic  risk of loss of its entire
investment;

     (b) the Company has provided to Subscriber the opportunity to ask questions
and receive  answers  concerning  the terms and  conditions  of the offering and
Subscriber  has had  access  to  such  information  concerning  the  Company  as
Subscriber   has  considered   necessary  or  appropriate  in  connection   with
Subscriber's investment decision to acquire the Securities;

     (c) Subscriber is acquiring the Securities  for  Subscriber's  own account,
for investment purposes only and not with a view to any resale,  distribution or
other disposition of the Securities in violation of the United States securities
laws;

     (d)  unless  otherwise  notified  by the  Company  in  writing,  Subscriber
understands  that the Securities have not been and will not be registered  under
the United States  Securities Act of 1933, as amended (the "Securities  Act") or
the  securities  laws of any  state  of the  United  States  and  that  the sale
contemplated  hereby  is  being  made in  reliance  on an  exemption  from  such
registration requirements;

     (e)  Subscriber  satisfies one or more of the  categories  indicated  below
(please place an "X" on the appropriate lines):


    -- Category 1.  An organization described in Section 501(c)(3) of the United
                    States Internal Revenue Code, a corporation, a Massachusetts
                    or similar business trust or partnership, not formed for the
                    specific  purpose of acquiring  the  Securities,  with total
                    assets in excess of US$5,000,000;

    -- Category 2.  A natural person whose  individual  net worth,  or joint net
                    worth with that person's spouse,  at the date hereof exceeds
                    US$1,000,000;


<PAGE>

    -- Category 3.  A natural  person who had an individual  income in excess of
                    US$200,000  in each of the two  most  recent  years or joint
                    income with that person's  spouse in excess of US$300,000 in
                    each of those  years  and has a  reasonable  expectation  of
                    reaching the same income level in the current year;

    -- Category 4.  A trust that (a) has total assets in excess of US$5,000,000,
                    (b) was not formed for the specific purpose of acquiring the
                    Securities   and  (c)  is  directed  in  its   purchases  of
                    securities by a person who has such knowledge and experience
                    in financial and business  matters that he/she is capable of
                    evaluating  the  merits  and risks of an  investment  in the
                    Securities;

    -- Category 5.  An  investment   company  registered  under  the  Investment
                    Company  Act of 1940 or a  business  development  company as
                    defined in Section 2(a)(48) of that Act;

    -- Category 6.  A Small  Business  Investment  Company  licensed by the U.S.
                    Small Business Administration under Section 301(c) or (d) of
                    the Small Business Investment Act of 1958;

    -- Category 7.  A private business development company as defined in Section
                    202(a)(22) of the Investment Advisors Acts of 1940; or

    -- Category 8.  An entity  in which all of the  equity  owners  satisfy  the
                    requirements of one or more of the foregoing categories.

     (f) if Subscriber  decides to offer, sell or otherwise  transfer any of the
Securities,  Subscriber will not offer,  sell or otherwise  transfer any of such
Securities directly or indirectly, unless:

          (i)       the sale is to the Company;

          (ii)      the sale is made outside the United  States in a transaction
                    meeting the  requirements  of Rule 904 of Regulation S under
                    the Securities Act and in compliance with  applicable  local
                    laws and regulations;

          (iii)     the  sale  is  made  pursuant  to  the  exemption  from  the
                    registration  requirements under the Securities Act provided
                    by Rule 144 thereunder and in accordance with any applicable
                    state securities or "Blue Sky" laws; or

          (iv)      the  Securities  are  sold in a  transaction  that  does not
                    require   registration  under  the  Securities  Act  or  any
                    applicable  state laws and  regulations  governing the offer
                    and sale of securities, and Subscriber has prior to such



                                       2
<PAGE>

                    sale   furnished  to  the  Company  an  opinion  of  counsel
                    reasonably satisfactory to the Company;

     (g) the certificates representing the Securities will bear a legend stating
that  such  shares  have not been  registered  under the  Securities  Act or the
securities  laws of any state of the United  States  and may not be offered  for
sale or sold unless  registered under the Securities Act and the securities laws
of all  applicable  states  of the  United  States  or an  exemption  from  such
registration requirements is available; and

     (h) Subscriber  consents to the Company  making an appropriate  notation on
its records or giving instructions to any transfer agent of the Company in order
to implement the restrictions on transfer set forth and described herein.

Dated this ------ day of ----------------, 20 --.



                                        ----------------------------------------
                                        (Name of Subscriber - please print)


                                        By: ------------------------------------
                                            (Authorized Signature)

                                        ----------------------------------------
                                        (Official Capacity or Title -
                                        please print)

                                        ----------------------------------------
                                        (Please print name of individual
                                         whose signature appears above if
                                         different than the name of the
                                         Subscriber printed above)






                                       3
<PAGE>
                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

     FOR VALUE RECEIVED,  the foregoing Warrant and all rights evidenced thereby
are hereby assigned to

----------------------------------------------------  whose address is

---------------------------------------------------------------.



---------------------------------------------------------------

                                             Dated:  ----------------_, ----


                    Holder's Signature: --------------------------------

                    Holder's Address:   --------------------------------

                                         -------------------------------



Signature Guaranteed: ---------------------------------------------




NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of  corporations  and  those  acting  in an  fiduciary  or other  representative
capacity  should  file  proper  evidence of  authority  to assign the  foregoing
Warrant.

</TEXT>
</DOCUMENT>
