EXHIBIT 10.11


                              EMPLOYMENT AGREEMENT


     EMPLOYMENT  AGREEMENT  (this  "Agreement")  dated as of June 13,  1999 (the
"Effective  Date"),  between  PAWNBROKER.COM,  INC. (the "Company"),  a Delaware
corporation, and WILLIAM GALINE (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 June 14, 1999 and  terminating on June 13, 2002;  provided,
however,  that this Agreement may be terminated at an earlier date in accordance
with Section 9 of this  Agreement or upon (i) three months written notice by the
Company  during the first year of this term or (ii) six  months  written  notice
during the second  year or third year of this term.  The  Company  reserves  the
right to pay Employee in lieu of said notice.

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 as the Board of  Directors  or the Chief  Executive  Officer  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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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 on a monthly  basis in arrears 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  health and
welfare  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
125,000  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 A hereto and in the Company's Stock Option Plan..

          (1) Vesting Upon "Change of Control.

               (a). "Change of Control" Defined.  A "Change of Control" shall be
               deemed to have occurred if the conditions set forth in any one of
               the following paragraphs shall have been satisfied:

                    (i) Any "person" (as such term is used in Section  13(d) and
                    14(d) of the  Securities  Exchange  Act of 1934,  as amended
                    (the "Exchange  Act")) is or becomes the "beneficial  owner"
                    (as defined in Rule 13d-3 under the Exchange Act),  directly
                    or indirectly, of securities of Pawnbroker (not including in
                    the  securities   beneficially  owned  by  such  person  any
                    securities   acquired   directly  from   Pawnbroker  or  its
                    affiliates) representing fifty percent (50%) or



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<PAGE>


                    more of the  combined  voting  power  of  Pawnbroker's  then
                    outstanding securities;  provided that the term "person" for
                    purposes of this subsection  shall exclude  Pawnbroker;  any
                    trustee  or  other  fiduciary  holding  securities  under an
                    employee  benefit  plan of  Pawnbroker;  any company  owned,
                    directly or indirectly, by the stockholders of Pawnbroker in
                    substantially the same proportions as their ownership of the
                    stock of Pawnbroker; or

                    (ii) The  stockholders  of  Pawnbroker  approve  a merger or
                    consolidation  of Pawnbroker  with any other  corporation or
                    other   business   entity,   other  than  (a)  a  merger  or
                    consolidation which would result in the voting securities of
                    Pawnbroker outstanding  immediately prior thereto continuing
                    to represent  (either by remaining  outstanding  or by being
                    converted into voting  securities of the surviving  entity),
                    in  combination  with the  ownership of any trustee or other
                    fiduciary holding  securities under an employee benefit plan
                    of Pawnbroker,  at least  seventy-five  percent (75%) of the
                    combined voting power of the voting securities of Pawnbroker
                    or such surviving entity outstanding  immediately after such
                    merger or  consolidation.  or (b) a merger or  consolidation
                    effected to implement a  recapitalization  of Pawnbroker (or
                    similar  transaction)  in which no person acquires more than
                    fifty  percent  (50%)  of  the  combined   voting  power  of
                    Pawnbroker's then outstanding securities; or

                    (iii)  The  stockholders  of  Pawnbroker  approve  a plan of
                    complete  liquidation  of Pawnbroker or an agreement for the
                    sale or  disposition  by Pawnbroker of all or  substantially
                    all Pawnbroker's assets.

               (b) Vesting of the Options Upon Change of Control.  Upon a Change
               of Control of  Pawnbroker  and so long as Employee is a full-time
               employee of Company,  the Options  granted to the  Employee as of
               the  effective  date of the  Change  of  Control  shall be deemed
               immediately  fully  vested  and  may  be  exercised  by  Employee
               pursuant to this Agreement and the Plan.

          (10)  Termination  without cause.  Should Company  terminate  Employee
          without  cause  during  the term of this  Agreement,  then  the  stock
          options,  and  Grants  that  would  have  been  awarded  at  the  next
          anniversary  date  from  the  date of  termination,  as set  forth  in
          subsection C (2) above, shall vest and become immediately exercisable.
          For  example,  if  Employee  is  terminated  in the third month of his
          second year of this Agreement, then Employee shall be treated as if he
          completed  the  second  year of  employment  and  would  therefore  be
          entitled to exercise  the stock  option  available  for the end of the
          second year of his employment.



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<PAGE>

          (11)  Securities  Laws  Restrictions.  Options will be  exercised  and
          common stock issued only upon  compliance  with the  Securities Act of
          1933,  as  amended,   and  any  other  applicable  state  and  federal
          securities law.

          F. Tax Indemnification.  Employee specifically acknowledges and agrees
          that  Company has made no  representations  to him  regarding  the tax
          consequences  of any  amounts  received  by him  or  for  his  benefit
          pursuant to this Agreement.  In consideration  for the mutual promises
          and agreements contained herein, and for other valuable consideration,
          Employee  agrees to pay all federal or state taxes,  if any, which are
          required by law to be paid with  respect to this  Agreement,  save and
          except those amounts withheld by Company in satisfaction of such taxes
          as provided in Section 5.A above. Employee further agrees to indemnify
          and hold Company, its predecessors,  officers,  directors,  employees,
          attorneys,  representatives,  successors and assigns harmless from any
          claims,  demands,  deficiencies,   levies,  assessments,   executions,
          judgments or recoveries by any governmental entity against Company, or
          any of the foregoing persons or entities,  for any amounts claimed due
          on account of this  Agreement  or  pursuant  to claims  made under any
          federal  or  state  tax  laws,  and any  costs,  expenses  or  damages
          sustained by them by reason of any such claims,  including any amounts
          paid by Company,  its predecessors,  officers,  directors,  employees,
          attorneys,   representatives,   successors   and   assigns  as  taxes,
          attorneys' fees, deficiencies,  levies, assessments, fines, penalties,
          interest or otherwise.

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 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 by the Company (including employment
by the Company or any affiliated  companies prior to the date of this Agreement)
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



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<PAGE>

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  Board of Directors and subject to an express 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 he 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  7A 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 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 the NYSE or 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 10B.



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<PAGE>

     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, relating either
directly or indirectly to the business, products, practices or techniques of the
Company  ("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 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 8A and 8B. In compliance  with  California  Labor
Code section 2872 or other  applicable  law, the provisions of Section 8A and 8B
shall not apply to any Development  that qualifies fully under the provisions of
California Labor Code Section 2870, meeting the following conditions:

          (1) such  Development  was developed  entirely on the  Employee's  own
     time;

          (2)  such  Development  was  made  without  the  use  of  any  Company
     equipment, supplies, facility or trade secret information;



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<PAGE>

          (3) such  Development  does not relate (i) directly to the business of
     the Company or (ii) to the  Company's  actual or  demonstrably  anticipated
     research or development; and

          (4) such  Development  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. Employee
acknowledges that this obligation  continues after the termination or expiration
of this Agreement.

     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.

     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.



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<PAGE>

     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:

          (1) The Employee dies,

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

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

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

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

     If this Agreement is terminated  pursuant to clause (1), (2) or (3) of this
Section 9A, such termination shall be effective  immediately.  If this Agreement
is terminated pursuant to clause (4) or (5) of this Section 9A, such termination
shall be  effective  30 days after  delivery of the notice of  termination.  The
Company reserves the right to pay Employee in lieu of said notice.

     B. "Cause" Defined. "Cause" means:

          (1) The Employee has breached the  provisions  of Section 5, 7 or 8 of
     this Agreement in any material respect,

          (2) 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,

          (3) The Employee has committed fraud, misappropriation or embezzlement
     in connection with the Company's business, or

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



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     In the event that the Company  terminates  the  Employee's  employment  for
"cause"  pursuant to clause (2) of this Section 9B 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  10A.  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 (4) of Section 9A and the Employee's sole
remedy  shall be to  receive  the wage  continuation  benefits  contemplated  by
Section 9F.

     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  meets  the  definition  of  a   "disability"   under  the  Americans  with
Disabilities  Act and any  applicable  state  statute,  and renders the Employee
unable to perform  the  essential  functions  of his  position,  with or without
reasonable accommodation, 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, blank forms,  documents,  letters,  memoranda,  notes,
notebooks,  reports, data, tables, calculations or copies thereof 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  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 (2) or (4) of  Section  9A, 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),  shall allow  continued  stock option  vesting,  and shall
continue to provide health insurance benefits for the Employee for three months,
provided  Employee  executes  a release  of claims in a form  acceptable  to the
Company.  If this Agreement is terminated pursuant to clauses (1), (3) or (5) of
Section 9A, the Employee's  right to base salary and benefits shall  immediately
terminate, except as may otherwise be required by applicable law.

     In either event,  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 4B 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



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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 10B, 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  and  the
termination of that  employment by the Company shall be resolved  exclusively by
arbitration in Washoe County, Nevada, 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 by the party that is unsuccessful 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.

     B. Resolution of Certain  Claims--Injunctive Relief. Section 10A shall have
no application to claims by the Company asserting a violation of Section 5, 7, 8
or 9E or seeking to enforce, by injunction or otherwise, the terms of Section 5,
7, 8 or 9E. Such claims may be maintained by the Company in a lawsuit subject to
the terms of Section 10C. 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 9E 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
9E.

     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 the State of Nevada,  County of Washoe.  The  Employee and the Company
consent to the  jurisdiction of such courts over the subject matter set forth in
Section 10B. 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.



                                       10
<PAGE>

     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
provision 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.

     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.



                                       11
<PAGE>


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

                  EMPLOYEE:

                  William Galine

                  ----------------------------
                  ----------------------------
                  ----------------------------
                  Fax: -----------------------

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.

     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  NEVADA,  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 on page one. This Agreement may be executed in counterparts.

                                        PAWNBROKER.COM, INC.

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

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

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




                                       12
<PAGE>

                        Exhibit A to Employment Agreement

Name of Employee: William Galine

Term of Agreement:  36 Months

Title of position (if any): Vice President

Base salary:

         $75,000 per year

Stock  Options:   Exercisable   to  acquire   125,000  shares  of  common  stock
("Options")*


<TABLE>
       Number of Shares               Exercise Price                Vesting Date                  Expiry Date
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                                   <C>                        <C>                             <C>
   One-third of all Options           $6.75 per share            June 14, 2000                   June 14, 2003

   One-thirty sixth of all            $6.75 per share            Each month beginning            Three years from the
           Options                                               July 14, 2000 and               vesting date
                                                                 ending June 14, 2002
</TABLE>



EMPLOYER                                     EMPLOYEE
PAWNBROKER.COM, INC.

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

Its Chief Executive Officer                /s/ William Galine
   --------------------------------        ------------------------------------
                                           William Galine

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


*All  options will be granted  pursuant to a  definitive  Stock Option Plan that
will be provided to Employee.