EXHIBIT 4.1

                              PAWNBROKER.COM, INC.
                              AMENDED AND RESTATED
                             1999 STOCK OPTION PLAN

This 1999 Stock  Option Plan (the  "Plan")  provides for the grant of options to
acquire  shares of common  stock,  $0.0001 par value (the  "Common  Stock"),  of
Pawnbroker.com,  Inc., a Delaware  corporation  (the  "Company").  Stock options
granted under this Plan that qualify  under Section 422 of the Internal  Revenue
Code of  1986,  as  amended  (the  "Code"),  are  referred  to in  this  Plan as
"Incentive Stock Options." Incentive Stock Options and stock options that do not
qualify under Section 422 of the Code  ("Non-Qualified  Stock Options")  granted
under this Plan are referred to collectively as "Options."

1.   PURPOSES.
--------------------------------------------------------------------------------

The purposes of this Plan are to retain the services of valued key employees and
consultants  of the  Company  and such other  persons as the Plan  Administrator
shall select in accordance  with Section 3 below,  to encourage  such persons to
acquire a greater  proprietary  interest in the Company,  thereby  strengthening
their  incentive to achieve the objectives of the  shareholders  of the Company,
and to serve as an aid and  inducement  in the  hiring of new  employees  and to
provide an equity  incentive to  consultants  and other persons  selected by the
Plan Administrator.

2.   ADMINISTRATION.
--------------------------------------------------------------------------------

This Plan  shall be  administered  initially  by the Board of  Directors  of the
Company (the "Board"), except that the Board may, in its discretion, establish a
committee  composed  of two (2) or more  members of the Board or two (2) or more
other persons to administer the Plan,  which committee (the  "Committee") may be
an executive,  compensation or other committee,  including a separate  committee
especially  created for this purpose.  The  Committee  shall have the powers and
authority  vested in the Board  hereunder  (including the power and authority to
interpret any  provision of the Plan or of any Option).  The members of any such
Committee shall serve at the pleasure of the Board. A majority of the members of
the Committee shall constitute a quorum,  and all actions of the Committee shall
be taken by a  majority  of the  members  present.  Any action may be taken by a
written  instrument signed by all of the members of the Committee and any action
so taken  shall be fully  effective  as if it had been taken at a  meeting.  The
Board  or, if  applicable,  the  Committee  is  referred  to herein as the "Plan
Administrator."

The Plan shall be administered by the Board or by the Committee  which,  for the
purposes  hereof,  shall be composed of two (2) or more members of the Board who
are  "Non-Employee  Directors" (as defined below),  and, as applicable,  outside
directors.  The term "outside  director"  shall have the meaning  assigned to it
under  Section  162(m)  of the  Code (as  amended  from  time to  time)  and the
regulations  (or any successor  regulations)  promulgated  thereunder  ("Section
162(m) of the Code").  The term  "Non-Employee  Director" shall have the meaning
assigned to it under Rule 16b-3 (as amended from time to time) promulgated under
the  Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act") or any
successor rule or regulatory requirement.

Subject  to the  provisions  of this  Plan,  and  with a view to  effecting  its
purpose,  the Plan  Administrator  shall have sole  authority,  in its  absolute
discretion,  to (i) construe and interpret this Plan; (ii) define the terms used
in the Plan;  (iii)  prescribe,  amend  and  rescind  the rules and  regulations
relating to this Plan; (iv) correct any defect, supply any omission or reconcile
any  inconsistency  in this  Plan;  (v) grant  Options  under  this  Plan;  (vi)
determine the  individuals  to whom Options shall be granted under this Plan and
whether the Option is an Incentive Stock Option or a Non-Qualified Stock Option;
(vii) determine the time or times at which Options shall be granted



                                       1
<PAGE>

under this Plan;  (viii)  determine the number of shares of Common Stock subject
to each Option,  the exercise price of each Option,  the duration of each Option
and the times at which each Option shall become exercisable;  (ix) determine all
other terms and conditions of the Options; and (x) make all other determinations
and interpretations  necessary and advisable for the administration of the Plan.
All decisions, determinations and interpretations made by the Plan Administrator
shall be binding and  conclusive  on all  participants  in the Plan and on their
legal representatives, heirs and beneficiaries.

The Board or, if applicable, the Committee may delegate to one or more executive
officers  of the  Company  the  authority  to grant  Options  under this Plan to
employees of the Company  who, on the Date of Grant,  are not subject to Section
16 of the Exchange Act with  respect to the Common Stock  ("Non-Insiders"),  and
are not  "covered  employees"  as such term is defined  for  purposes of Section
162(m) of the Code ("Non-Covered  Employees"),  and in connection  therewith the
authority to determine: (i) the number of shares of Common Stock subject to such
Options;  (ii) the  duration  of the  Option;  (iii) the  vesting  schedule  for
determining  the times at which such Option shall become  exercisable;  and (iv)
all other terms and  conditions  of such  Options.  The  exercise  price for any
Option  granted by action of an executive  officer or officers  pursuant to such
delegation  of authority  shall not be less than the fair market value per share
of the Common Stock on the Date of Grant.  Unless expressly  approved in advance
by the Board or the Committee,  such  delegation of authority  shall not include
the authority to accelerate vesting, extend the period for exercise or otherwise
alter the terms of outstanding  Options. The term "Plan Administrator" when used
in any provision of this Plan other than Sections 2, 5(f), 5(m), and 11 shall be
deemed  to  refer  to the  Board or the  Committee,  as the case may be,  and an
executive  officer who has been  authorized to grant Options  pursuant  thereto,
insofar as such provisions may be applied to persons that are  Non-Insiders  and
Non-Covered Employees and Options granted to such persons.

3.   ELIGIBILITY.
--------------------------------------------------------------------------------

Incentive  Stock Options may be granted to any  individual  who, at the time the
Option is granted,  is an employee of the Company or any Related Corporation (as
defined  below)  ("Employees").  Non-Qualified  Stock  Options may be granted to
Employees and to such other  persons other than  directors who are not Employees
as the Plan Administrator  shall select.  Options may be granted in substitution
for  outstanding  Options of another  corporation in connection with the merger,
consolidation,  acquisition of property or stock or other reorganization between
such other corporation and the Company or any subsidiary of the Company. Options
also may be granted in exchange for outstanding  Options.  Any person to whom an
Option is granted  under this Plan is referred to as an  "Optionee."  Any person
who is the owner of an Option is referred to as a "Holder."

As used in this Plan, the term "Related  Corporation" shall mean any corporation
(other  than the  Company)  that is a "Parent  Corporation"  of the  Company  or
"Subsidiary  Corporation" of the Company, as those terms are defined in Sections
424(e) and 424(f),  respectively,  of the Code (or any successor provisions) and
the regulations thereunder (as amended from time to time).

4.   STOCK.
--------------------------------------------------------------------------------

The Plan  Administrator  is authorized to grant Options to acquire up to a total
of eight million (8,000,000) shares of the Company's authorized but unissued, or
reacquired, Common Stock. The number of shares with respect to which Options may
be  granted  hereunder  is subject to  adjustment  as set forth in Section  5(m)
hereof.  In the event that any  outstanding  Option expires or is terminated for
any reason,  the shares of Common Stock allocable to the unexercised  portion of
such Option may again be subject to an Option granted to the same Optionee or to
a different person eligible under Section 3 of this Plan; provided however, that
any canceled Options will be



                                       2
<PAGE>

counted  against the maximum  number of shares with respect to which Options may
be granted to any particular person as set forth in Section 3 hereof.

5.   TERMS AND CONDITIONS OF OPTIONS.
--------------------------------------------------------------------------------

Each Option  granted  under this Plan shall be evidenced by a written  agreement
approved by the Plan  Administrator  (the  "Agreement").  Agreements may contain
such provisions,  not inconsistent with this Plan, as the Plan  Administrator in
its  discretion  may deem  advisable.  All  Options  also shall  comply with the
following requirements:

     (a)  Number of Shares and Type of Option.

          Each  Agreement  shall  state the number of shares of Common  Stock to
          which  it  pertains  and  whether  the  Option  is  intended  to be an
          Incentive Stock Option or a Non-Qualified Stock Option. In the absence
          of action to the contrary by the Plan Administrator in connection with
          the grant of an  Option,  all  Options  shall be  Non-Qualified  Stock
          Options.  The aggregate  fair market value  (determined at the Date of
          Grant,  as defined below) of the stock with respect to which Incentive
          Stock  Options  are  exercisable  for the first  time by the  Optionee
          during  any  calendar  year  (granted  under  this  Plan and all other
          Incentive Stock Option plans of the Company, a Related  Corporation or
          a predecessor  corporation)  shall not exceed $100,000,  or such other
          limit as may be  prescribed by the Code as it may be amended from time
          to time. Any portion of an Option which exceeds the annual limit shall
          not be void but rather shall be a Non-Qualified Stock Option.

     (b)  Date of Grant.

          Each Agreement shall state the date the Plan  Administrator has deemed
          to be the effective  date of the Option for purposes of this Plan (the
          "Date of Grant").

     (c)  Option Price.

          Each  Agreement  shall  state the  price per share of Common  Stock at
          which it is exercisable. The exercise price shall be fixed by the Plan
          Administrator at whatever price the Plan  Administrator  may determine
          in the exercise of its sole  discretion;  provided  that the per share
          exercise price for an Incentive  Stock Option or any Option granted to
          a "covered  employee"  as such term is defined for purposes of Section
          162(m)  of the Code  ("Covered  Employee")  shall not be less than the
          fair market  value per share of the Common  Stock at the Date of Grant
          as  determined  by the  Plan  Administrator  in good  faith;  provided
          further,  that with  respect to  Incentive  Stock  Options  granted to
          greater-than-ten  percent  (> 10%)  shareholders  of the  Company  (as
          determined with reference to Section 424(d) of the Code), the exercise
          price per share shall not be less than one hundred ten percent  (110%)
          of the fair market  value per share of the Common Stock at the Date of
          Grant as  determined  by the Plan  Administrator  in good faith;  and,
          provided further, that Options granted in substitution for outstanding
          options  of  another   corporation  in  connection  with  the  merger,
          consolidation,   acquisition   of   property   or   stock   or   other
          reorganization involving such other corporation and the Company or any
          subsidiary of the Company may be granted with an exercise  price equal
          to the  exercise  price  for  the  substituted  option  of  the  other
          corporation, subject to any



                                       3
<PAGE>

          adjustment  consistent with the terms of the  transaction  pursuant to
          which the substitution is to occur.

     (d)  Duration of Options.

          At the time of the grant of the Option, the Plan  Administrator  shall
          designate, subject to paragraph 5(g) below, the expiration date of the
          Option,  which  date  shall not be later  than ten (10) years from the
          Date of Grant in the case of Incentive Stock Options;  provided,  that
          the  expiration  date  of any  Incentive  Stock  Option  granted  to a
          greater-than-ten  percent  ( > 10%)  shareholder  of the  Company  (as
          determined  with reference to Section 424(d) of the Code) shall not be
          later  than five (5) years from the Date of Grant.  In the  absence of
          action to the contrary by the Plan  Administrator  in connection  with
          the grant of a particular  Option, and except in the case of Incentive
          Stock  Options as  described  above,  all Options  granted  under this
          Section 5 shall expire ten (10) years from the Date of Grant.

     (e)  Vesting Schedule.

          No  Option  shall be  exercisable  until it has  vested.  The  vesting
          schedule for each Option shall be specified by the Plan  Administrator
          at the time of grant of the Option prior to the  provision of services
          with  respect to which such  Option is granted;  provided,  that if no
          vesting  schedule is specified at the time of grant,  the Option shall
          vest according to the following schedule:

             Number of Years                       Percentage of Total
         Following Date of Grant                      Option Vested
        -------------------------                -----------------------
                   One                                     20%
                   Two                                     40%
                  Three                                    60%
                  Four                                     80%
                  Five                                     100%

          The Plan  Administrator  may specify a vesting schedule for all or any
          portion  of  an  Option  based  on  the   achievement  of  performance
          objectives  established in advance of the commencement by the Optionee
          of services related to the achievement of the performance  objectives.
          Performance  objectives  shall be expressed in terms of one or more of
          the following: return on equity, return on assets, share price, market
          share,  sales,  earnings per share,  costs,  net earnings,  net worth,
          inventories, cash and cash equivalents,  gross margin or the Company's
          performance  relative  to  its  internal  business  plan.  Performance
          objectives  may be in respect of the  performance  of the Company as a
          whole (whether on a consolidated or  unconsolidated  basis), a Related
          Corporation, or a subdivision, operating unit, product or product line
          of either of the foregoing.  Performance objectives may be absolute or
          relative and may be expressed in terms of a progression or a range. An
          Option that is exercisable  (in full or in part) upon the  achievement
          of one or more performance  objectives may be exercised only following
          written   notice  to  the   Optionee  and  the  Company  by  the  Plan
          Administrator that the performance objective has been achieved.



                                       4
<PAGE>

     (f)  Acceleration of Vesting.

          The vesting of one or more  outstanding  Options may be accelerated by
          the Plan  Administrator  at such times and in such amounts as it shall
          determine in its sole discretion.

     (g)  Term of Option.

          Vested  Options  shall   terminate,   to  the  extent  not  previously
          exercised,  upon the occurrence of the first of the following  events:
          (i)  the  expiration  of  the  Option,   as  designated  by  the  Plan
          Administrator in accordance with Section 5(d) above;  (ii) the date of
          an Optionee's  termination of employment or  contractual  relationship
          with the Company or any Related  Corporation  for cause (as determined
          in  the  sole  discretion  of  the  Plan  Administrator);   (iii)  the
          expiration  of  three  (3)  months  from  the  date  of an  Optionee's
          termination of employment or contractual relationship with the Company
          or any Related Corporation for any reason whatsoever other than cause,
          death  or  Disability  (as  defined  below)  unless,  in the case of a
          Non-Qualified  Stock  Option,  the exercise  period is extended by the
          Plan Administrator  until a date not later than the expiration date of
          the Option;  or (iv) the expiration of one year from termination of an
          Optionee's  employment or contractual  relationship by reason of death
          or  Disability  (as  defined   below)   unless,   in  the  case  of  a
          Non-Qualified  Stock  Option,  the exercise  period is extended by the
          Plan Administrator  until a date not later than the expiration date of
          the Option. Upon the death of an Optionee,  any vested Options held by
          the  Optionee  shall be  exercisable  only by the person or persons to
          whom such  Optionee's  rights  under  such  Option  shall  pass by the
          Optionee's  will or by the laws of  descent  and  distribution  of the
          state or county of the  Optionee's  domicile  at the time of death and
          only until such Options  terminate as provided above.  For purposes of
          the Plan,  unless  otherwise  defined in the  Agreement,  "Disability"
          shall mean medically  determinable physical or mental impairment which
          has lasted or can be expected to last for a  continuous  period of not
          less than  twelve  (12)  months or that can be  expected  to result in
          death (within the meaning of Section  22(e)(3) of the Code).  The Plan
          Administrator  shall  determine  whether an  Optionee  has  incurred a
          Disability  on the basis of medical  evidence  acceptable  to the Plan
          Administrator.  Upon making a  determination  of Disability,  the Plan
          Administrator  shall, for purposes of the Plan,  determine the date of
          an Optionee's termination of employment or contractual relationship.

          Unless  accelerated  in accordance  with Section 5(f) above,  unvested
          Options shall terminate  immediately upon termination of employment of
          the Optionee by the Company for any reason whatsoever, including death
          or  Disability.  For  purposes of this Plan,  transfer  of  employment
          between or among the Company and/or any Related  Corporation shall not
          be deemed to constitute a termination  of employment  with the Company
          or  any  Related   Corporation.   For  purposes  of  this  subsection,
          employment  shall be  deemed to  continue  while  the  Optionee  is on
          military  leave,  sick leave or other  bona fide leave of absence  (as
          determined by the Plan Administrator).  The foregoing notwithstanding,
          employment  shall not be deemed to  continue  beyond the first  ninety
          (90) days of such leave,  unless the Optionee's  re-employment  rights
          are guaranteed by statute or by contract.

     (h)  Exercise of Options.

          Options  shall be  exercisable,  in full or in part, at any time after
          vesting, until termination. If less than all of the shares included in
          the vested portion of any Option are  purchased,  the remainder may be
          purchased at any subsequent time prior to the expiration of the Option
          term.  No portion of any Option for less than One Hundred (100) shares
          (as  adjusted  pursuant  to  Section  5(m)  below)  may be  exercised;
          provided,  that if the  vested  portion of any Option is less than One
          Hundred (100) shares,  it may be exercised  with respect to all shares
          for which it is vested. Only whole shares may be issued pursuant to an
          Option,  and to the  extent  that an Option  covers  less than one (1)
          share, it is unexercisable.



                                       5
<PAGE>

          Options or portions  thereof may be exercised by giving written notice
          to the Company,  which notice shall specify the number of shares to be
          purchased,  and  be  accompanied  by  payment  in  the  amount  of the
          aggregate  exercise  price for the Common  Stock so  purchased,  which
          payment  shall be in the form  specified  in Section  5(i) below.  The
          Company  shall  not be  obligated  to  issue,  transfer  or  deliver a
          certificate  of  Common  Stock  to the  Holder  of any  Option,  until
          provision  has been made by the  Holder,  to the  satisfaction  of the
          Company,  for the  payment  of the  aggregate  exercise  price for all
          shares  for  which  the  Option  shall  have  been  exercised  and for
          satisfaction of any tax withholding  obligations  associated with such
          exercise. During the lifetime of an Optionee,  Options are exercisable
          only by the Optionee or in the case of a  Non-Qualified  Stock Option,
          transferee  who takes title to such Option in the manner  permitted by
          subsection 5(k) hereof.

     (i)  Payment upon Exercise of Option.

          Upon the exercise of any Option, the aggregate exercise price shall be
          paid to the Company in cash or by  certified or  cashier's  check.  In
          addition,  the Holder may pay for all or any portion of the  aggregate
          exercise  price  by  complying  with  one or  more  of  the  following
          alternatives:

          (1) by  delivering  to the Company  shares of Common Stock  previously
          held by such Holder,  or by the Company  withholding  shares of Common
          Stock otherwise  deliverable pursuant to exercise of the Option, which
          shares of Common Stock  received or withheld  shall have a fair market
          value  at  the  date  of   exercise   (as   determined   by  the  Plan
          Administrator) equal to the aggregate exercise price to be paid by the
          Optionee upon such exercise;

          (2) by delivering a properly  executed  exercise  notice together with
          irrevocable  instructions  to a broker  promptly  to sell or  margin a
          sufficient  portion of the shares and deliver  directly to the Company
          the amount of sale or margin loan proceeds to pay the exercise  price;
          or

          (3) by complying with any other payment mechanism approved by the Plan
          Administrator at the time of exercise.  Notwithstanding the foregoing,
          without the prior written consent of the Plan Administrator,  a Holder
          shall not  surrender,  or attest to the ownership of, shares of Common
          Stock in payment of the exercise  price if such action would cause the
          Company to recognize compensation expense (or additional  compensation
          expense) with respect to any option for financial reporting purposes.

     (j)  Rights as a Shareholder.

          A Holder  shall have no rights as a  shareholder  with  respect to any
          shares  covered by an Option until such Holder becomes a record holder
          of such shares,  irrespective  of whether such Holder has given notice
          of exercise.  No rights  shall  accrue to a Holder and no  adjustments
          shall be made on  account of  dividends  (ordinary  or  extraordinary,
          whether in cash,  securities or other  property) or  distributions  or
          other  rights  declared  on, or created in, the Common Stock for which
          the  record  date is prior to the date  the  Holder  becomes  a record
          holder  of  the  shares  of  Common  Stock   covered  by  the  Option,
          irrespective of whether such Holder has given notice of exercise.



                                       6
<PAGE>

     (k)  Transfer of Option.

          Options  granted  under  this  Plan  and  the  rights  and  privileges
          conferred by this Plan may not be  transferred,  assigned,  pledged or
          hypothecated  in any manner (whether by operation of law or otherwise)
          other than by will, by applicable laws of descent and  distribution or
          (except  in the  case of an  Incentive  Stock  Option)  pursuant  to a
          qualified  domestic  relations  order,  and  shall not be  subject  to
          execution,  attachment or similar process;  provided however, that any
          Agreement  may provide or be amended to provide  that a  Non-Qualified
          Stock Option to which it relates is  transferable  without  payment of
          consideration to immediate family members of the Optionee or to trusts
          or partnerships or limited liability companies established exclusively
          for the benefit of the Optionee and the  Optionee's  immediate  family
          members. Upon any attempt to transfer,  assign, pledge, hypothecate or
          otherwise dispose of any Option or of any right or privilege conferred
          by this Plan contrary to the provisions hereof, or upon the sale, levy
          or any  attachment or similar  process upon the rights and  privileges
          conferred by this Plan,  such Option  shall  thereupon  terminate  and
          become null and void.

     (l)  Securities Regulation and Tax Withholding.

          (1) Shares  shall not be issued with  respect to an Option  unless the
          exercise of such Option and the  issuance  and delivery of such shares
          shall comply with all relevant provisions of law,  including,  without
          limitation,   Section  162(m)  of  the  Code,  any  applicable   state
          securities laws, the Securities Act of 1933, as amended,  the Exchange
          Act, the rules and regulations  thereunder and the requirements of any
          stock  exchange  or  automated  inter-dealer  quotation  system  of  a
          registered national securities  association upon which such shares may
          then be listed,  and such  issuance  shall be  further  subject to the
          approval of counsel for the Company with  respect to such  compliance,
          including the  availability of an exemption from  registration for the
          issuance  and sale of such  shares.  The  inability  of the Company to
          obtain from any regulatory body the authority deemed by the Company to
          be necessary for the lawful issuance and sale of any shares under this
          Plan, or the  unavailability of an exemption from registration for the
          issuance  and sale of any shares  under this Plan,  shall  relieve the
          Company of any liability with respect to the  non-issuance  or sale of
          such shares.

               As  a  condition  to  the   exercise  of  an  Option,   the  Plan
          Administrator  may  require  the Holder to  represent  and  warrant in
          writing  at the  time of such  exercise  that  the  shares  are  being
          purchased only for investment and without any  then-present  intention
          to  sell  or  distribute  such  shares.  At the  option  of  the  Plan
          Administrator, a stop-transfer order against such shares may be placed
          on the stock books and records of the Company, and a legend indicating
          that the  stock  may not be  pledged,  sold or  otherwise  transferred
          unless an opinion of counsel is provided stating that such transfer is
          not in violation of any applicable  law or regulation,  may be stamped
          on the  certificates  representing  such  shares in order to assure an
          exemption from  registration.  The Plan Administrator also may require
          such  other  documentation  as may from time to time be  necessary  to
          comply with federal and state securities laws.



                                       7
<PAGE>

          (2) The Holder  shall pay to the  Company by  certified  or  cashier's
          check, promptly upon exercise of an Option or, if later, the date that
          the amount of such obligations  becomes  determinable,  all applicable
          federal,  state,  local and  foreign  withholding  taxes that the Plan
          Administrator,  in its discretion,  determines to result upon exercise
          of an  Option or from a  transfer  or other  disposition  of shares of
          Common Stock acquired upon exercise of an Option or otherwise  related
          to an Option or shares of Common Stock acquired in connection  with an
          Option. Upon approval of the Plan Administrator,  a Holder may satisfy
          such  obligation  by  complying  with  one or  more  of the  following
          alternatives selected by the Plan Administrator:

               (A)  by  delivering  to  the  Company   shares  of  Common  Stock
               previously  held by such  Holder  or by the  Company  withholding
               shares of Common  Stock  otherwise  deliverable  pursuant  to the
               exercise of the Option,  which shares of Common Stock received or
               withheld  shall have a fair market  value at the date of exercise
               (as   determined  by  the  Plan   Administrator)   equal  to  any
               withholding tax obligations arising as a result of such exercise,
               transfer or other disposition;

               (B) by executing  appropriate loan documents approved by the Plan
               Administrator  by which the Holder borrows funds from the Company
               to pay any  withholding  taxes due under this  Paragraph  2, with
               such repayment terms as the Plan Administrator shall select; or

               (C) by complying with any other payment mechanism approved by the
               Plan Administrator from time to time.

          Notwithstanding  the foregoing,  without the prior written  consent of
          the Plan Administrator, a Holder shall not surrender, or attest to the
          ownership of, shares of Common Stock in payment of the exercise  price
          if such  action  would  cause the  Company to  recognize  compensation
          expense  (or  additional  compensation  expense)  with  respect to any
          option for financial reporting purposes.

          (3) The issuance, transfer or delivery of certificates of Common Stock
          pursuant to the exercise of Options may be delayed,  at the discretion
          of the Plan  Administrator,  until the Plan Administrator is satisfied
          that the applicable  requirements of the federal and state  securities
          laws and the withholding provisions of the Code have been met and that
          the  Holder  has  paid or  otherwise  satisfied  any  withholding  tax
          obligation as described in (2) above.

     (m)  Stock Dividend or Reorganization.

          (1) If (i) the Company  shall at any time be involved in a transaction
          described in Section  424(a) of the Code (or any successor  provision)
          or  any   "corporate   transaction"   described  in  the   regulations
          thereunder;  (ii) the Company shall declare a dividend  payable in, or
          shall subdivide or combine,  its Common Stock or (iii) any other event
          with substantially the same effect shall occur, the Plan Administrator
          shall,  subject to applicable  law,  with respect to each  outstanding
          Option,  proportionately  adjust the number of shares of Common  Stock
          subject to such Option  and/or the  exercise  price per share so as to
          preserve the rights of the Holder  substantially  proportionate to the
          rights of the Holder prior to such event,  and to the extent that such
          action  shall  include an increase or decrease in the number of shares
          of Common Stock subject to outstanding  Options,  the number of shares
          available  under  Section  4  of  this  Plan  shall  automatically  be
          increased or decreased, as the case may be,  proportionately,  without
          further action on the part of the Plan Administrator, the Company, the
          Company's shareholders, or any Holder.

          (2) In the event that the  presently  authorized  capital stock of the
          Company is changed into the same number of shares with a different par
          value, or without par value,  the stock resulting from any such change
          shall be deemed to be Common Stock within the meaning of the Plan, and
          each Option shall apply to the same number of shares of such new stock
          as it applied to old shares immediately prior to such change.

          (3) If the Company shall at any time declare an extraordinary dividend
          with  respect to the Common  Stock,  whether  payable in cash or other
          property,  the Plan  Administrator  may, subject to applicable law, in
          the  exercise  of  its  sole  discretion  and  with  respect  to  each
          outstanding Option, proportionately adjust the number of shares of



                                       8
<PAGE>

          Common Stock subject to such Option  and/or adjust the exercise  price
          per share so as to  preserve  the rights of the  Holder  substantially
          proportionate  to the rights of the Holder prior to such event, and to
          the extent that such action  shall  include an increase or decrease in
          the number of shares of Common Stock subject to  outstanding  Options,
          the  number of shares  available  under  Section 4 of this Plan  shall
          automatically  be  increased  or  decreased,   as  the  case  may  be,
          proportionately,  without  further  action  on the  part  of the  Plan
          Administrator, the Company, the Company's shareholders, or any Holder.

          (4) The foregoing  adjustments  in the shares subject to Options shall
          be made by the Plan Administrator,  or by any successor  administrator
          of  this  Plan,  or by  the  applicable  terms  of any  assumption  or
          substitution document.

          (5) The  grant of an Option  shall not  affect in any way the right or
          power  of  the   Company  to  make   adjustments,   reclassifications,
          reorganizations  or changes of its capital or business  structure,  to
          merge,  consolidate  or dissolve,  to liquidate or to sell or transfer
          all or any part of its business or assets.

6.   EFFECTIVE DATE; TERM.
--------------------------------------------------------------------------------

Incentive  Stock Options may be granted by the Plan  Administrator  from time to
time on or after the date on which this Plan is adopted (the  "Effective  Date")
through the day  immediately  preceding the tenth  anniversary  of the Effective
Date. Non-Qualified Stock Options may be granted by the Plan Administrator on or
after the  Effective  Date and until this Plan is terminated by the Board in its
sole discretion. Termination of this Plan shall not terminate any Option granted
prior to such  termination.  Any  Incentive  Stock  Options  granted by the Plan
Administrator  prior to the  approval  of this Plan by the  shareholders  of the
Company in accordance  with Section 422 of the Code shall be granted  subject to
ratification of this Plan by the  shareholders of the Company within twelve (12)
months  before or after the  Effective  Date.  Any  Option  granted  by the Plan
Administrator  to any Covered Employee prior to the approval of this Plan by the
shareholders  of the Company in  accordance  with such Code  provision  shall be
granted subject to ratification of this Plan by the  shareholders of the Company
within  twelve  (12)  months  before  or  after  the  Effective  Date.  If  such
shareholder  ratification is sought and not obtained,  all Options granted prior
thereto and thereafter shall be considered  Non-Qualified  Stock Options and any
Options granted to Covered  Employees will not be eligible for the exclusion set
forth in Section  162(m) of the Code with  respect to the  deductibility  by the
Company of certain compensation.

7.   NO OBLIGATIONS TO EXERCISE OPTION.
--------------------------------------------------------------------------------

The grant of an Option shall impose no obligation  upon the Optionee to exercise
such Option.

8.   NO RIGHT TO OPTIONS OR TO EMPLOYMENT.
--------------------------------------------------------------------------------

Whether  or  not  any  Options  are to be  granted  under  this  Plan  shall  be
exclusively  within  the  discretion  of the  Plan  Administrator,  and  nothing
contained  in this Plan  shall be  construed  as giving  any person any right to
participate  under this Plan.  The grant of an Option shall in no way constitute
any form of  agreement  or  understanding  binding on the Company or any Related
Company, express or implied, that the Company or any Related Company will employ
or contract  with an Optionee for any length of time,  nor shall it interfere in
any way with the Company's or, where  applicable,  a Related  Company's right to
terminate Optionee's employment at any time, which right is hereby reserved.



                                       9
<PAGE>

9.   APPLICATION OF FUNDS.
--------------------------------------------------------------------------------

The  proceeds  received by the Company from the sale of Common Stock issued upon
the exercise of Options  shall be used for general  corporate  purposes,  unless
otherwise directed by the Board.

10.  INDEMNIFICATION OF PLAN ADMINISTRATOR.
--------------------------------------------------------------------------------

In addition to all other rights of  indemnification  they may have as members of
the Board, members of the Plan Administrator shall be indemnified by the Company
for all reasonable  expenses and  liabilities  of any type or nature,  including
attorneys' fees,  incurred in connection with any action,  suit or proceeding to
which they or any of them are a party by reason of, or in connection  with, this
Plan or any Option granted under this Plan, and against all amounts paid by them
in settlement  thereof (provided that such settlement is approved by independent
legal counsel selected by the Company),  except to the extent that such expenses
relate to matters for which it is adjudged that such Plan  Administrator  member
is liable for willful misconduct;  provided, that within fifteen (15) days after
the institution of any such action,  suit or proceeding,  the Plan Administrator
member involved  therein shall,  in writing,  notify the Company of such action,
suit or  proceeding,  so that  the  Company  may have  the  opportunity  to make
appropriate arrangements to prosecute or defend the same.

11.  AMENDMENT OF PLAN.
--------------------------------------------------------------------------------

The Plan Administrator may, at any time, modify, amend or terminate this Plan or
modify or amend Options granted under this Plan, including,  without limitation,
such  modifications  or amendments as are necessary to maintain  compliance with
applicable statutes,  rules or regulations;  provided however, no amendment with
respect to an  outstanding  Option which has the effect of reducing the benefits
afforded to the Holder  thereof shall be made over the objection of such Holder;
further  provided,  that  the  events  triggering  acceleration  of  vesting  of
outstanding Options may be modified,  expanded or eliminated without the consent
of Holders.  The Plan  Administrator may condition the effectiveness of any such
amendment on the receipt of shareholder approval at such time and in such manner
as the Plan  Administrator may consider necessary for the Company to comply with
or to avail the Company and/or the Optionees of the benefits of any  securities,
tax, market listing or other administrative or regulatory  requirement.  Without
limiting the  generality of the  foregoing,  the Plan  Administrator  may modify
grants to persons who are  eligible to receive  Options  under this Plan who are
foreign nationals or employed outside the United States to recognize differences
in local law, tax policy or custom.

Effective Date:  May 3, 2000 (as amended).


PAWNBROKER.COM, INC.


/s/  William Galine
-------------------------------
Secretary




                                       10