EXHIBIT 10.17


                                   [LADENBURG
                                 THALMANN LOGO]
                                Established 1876


                                                                    June 7, 2000



Neil McElwee
Chief Executive Officer
Pawnbroker.com, Inc.
2900 Gordon Ave.
Santa Clara, CA 95051

Dear Mr. McElwee:

     The purpose of this letter agreement (the  "Agreement") is to set forth the
terms and conditions  pursuant to which Ladenburg  Thalmann & Co. Inc.  ("LTCO")
shall serve as exclusive  placement  agent soley in connection with the proposed
offering (the "Offering") of securities (the  "Securities")  of  Pawnbroker.com,
Inc. (the "Company"),  under the terms form set forth in Exhibit D hereto, which
exhibit is  incorporated  by  reference  herein  (the "Term  Sheet").  The gross
proceeds from the Offering will be up to  $5,000,000.  All references to dollars
shall be to U.S. dollars.

     Upon the terms and subject to the conditions of this Agreement, the parties
hereto agree as follows:

     1.  Appointment.  (a) Subject to the terms and conditions of this Agreement
hereinafter  set forth,  the Company hereby retains LTCO, and LTCO hereby agrees
to act as the Company's exclusive placement agent and financial advisor soley in
connection  with the  Offering,  effective  as of the date  hereof.  The Company
expressly  acknowledges  and agrees that LTCO's  obligations  hereunder are on a
reasonable best efforts basis only and that the execution of this Agreement does
not  constitute a commitment  by LTCO to purchase  the  Securities  and does not
ensure the successful  placement of the Securities or any portion thereof or the
success of LTCO with  respect to securing  any other  financing on behalf of the
Company.


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     (b) Except as set forth below in this  Section 1, during the  effectiveness
of this Agreement, neither the Company nor any of its subsidiaries or affiliates
shall, directly or indirectly, through any officer, director, employee, agent or
otherwise (including,  without limitation,  through any placement agent, broker,
investment banker,  attorney or accountant retained by the Company or any of its
subsidiaries  or affiliates),  solicit,  initiate or encourage the submission of
any  proposal  or offer (an  "Investment  Proposal")  from any  person or entity
(including  any of such  person's or entity's  officers,  directors,  employees,
agents and other  representatives)  relating to any issuance of the Company's or
any of its subsidiaries'  equity securities  (including debt securities with any
equity feature) or relating to any other transaction  having a similar effect or
result  on  the  Company's  or  any  of  its  subsidiaries'  capitalization,  or
participate in any  discussions  or  negotiations  regarding,  or furnish to any
other person or entity any information  with respect to, or otherwise  cooperate
in any way with, or assist or participate in, facilitate or encourage any effort
or  attempt  by any  other  person  or  entity  to do or  seek  to do any of the
foregoing.  Notwithstanding the foregoing,  the Company shall not be required to
cease  or  cause  to be  terminated  any  contacts,  arrangements,  engagements,
discussions  and  negotiations  with  third  parties  regarding  any  Investment
Proposal,  agency or advisory services, which was initiated prior to the date of
this  Agreement,  including but not limited to the Company's  arrangements  with
Jefferies & Co.  ("Jefferies").  Neither LTCO nor the Company  shall  provide or
release any information with respect to this Agreement or the Offering except as
required by law.

     2. Fees and Compensation. In consideration of the services rendered by LTCO
in connection  with the Offering,  the Company  agrees to pay LTCO the following
fees and other compensation:

     (a)  A cash fee payable  immediately upon the closing of any portion of the
          Offering and equal to 7% of the aggregate capital raised.
     (b)  7% warrant  coverage on the total amount of the  Offering,  payable at
          the first closing. Such warrants shall be in the form of Exhibit D.
     (c)  $35,000  non-accountable  expense  allowance,  payable  at  the  first
          closing.
     (d)  Upon the exercise of investor  warrants,  if any, by a holder thereof,
          the Company shall promptly notify LTCO of such exercise, and shall pay
          to LTCO an amount equal to 7% of the gross dollar  amount  received by
          the Company in connection with such exercise of the warrants.
     (e)  All amounts payable hereunder shall be paid to LTCO out of an attorney
          escrow  account at the  closing or by such other means  acceptable  to
          LTCO.
     (f)  Should LTCO provide a qualified institutional investor(s) on or before
          July 5, 2000 reasonably acceptable to the Company and such investor(s)
          is willing to invest in the Offering on  substantially  the same terms
          as  outlined  in the term  sheet  marked  Exhibit  E, and the  Company
          declines to enter into definitive  agreements with such investor(s) to
          consummate  the  Offering,  for  reasons  other  than a breach of this
          Agreement  by  LTCO,  the  Company  will  pay  $200,000  to  LTCO as a
          "break-up" fee.

     3. Terms of Retention.  (a) Unless extended or terminated in writing by the
parties hereto by written notice to the other in accordance  with the provisions
hereof, this Agreement shall remain in effect until the Termination Date of July
5, 2000.



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<PAGE>

     (b) Notwithstanding  anything herein to the contrary, the obligation to pay
the Fees and  Compensation  and  Expenses  described  in Section 2, if any,  and
paragraphs  2, 5, and 8 of Exhibit A and all of Exhibit B and Exhibit C attached
hereto,  each of which  exhibits  is  incorporated  herein by  reference,  shall
survive  any  termination  or  expiration  of  the  Agreement.  It is  expressly
understood and agreed by the parties hereto that any private financing of equity
or debt or other capital raising activity of the Company within 24 months of the
termination  or expiration of this  Agreement,  with any investors or lenders to
whom the Company was  introduced by LTCO or who was contacted by LTCO while this
Agreement was in effect and disclosed to the Company in writing, shall result in
such fees and compensation due and payable by the Company to LTCO under the same
terms  of  Section  2  above.  Upon  completion  of  the  Offering,  any  future
renegotiation,  restructuring,  revision or other  amendment of such Offering by
and between the Company and the investors in such Offering  which results in the
receipt  of any net new  funds by the  Company  from such  investor(s)  shall be
deemed  to  be  a  new  financing  and  shall  result  in  additional  fees  and
compensation due and payable by the Company to LTCO under the terms of Section 2
above.

     4. Right of First Refusal. Upon completion of the Offering, LTCO shall have
an irrevocable  right of first refusal through the  Termination  Date to provide
all private  financing  arrangements  for the Company  (other than  conventional
banking  arrangements,  borrowing  and  commercial  debt  financing and discrete
unrelated transactions of not more than $250,000 where no investment banking fee
is being  paid),  subject to Jefferies  written  agreement to waive its right to
represent  the Company in such  transaction.  LTCO shall  exercise such right in
writing  within  five (5)  business  days of  receipt  of a written  term  sheet
describing such proposed transaction in reasonable detail.

     5. Information.  The Company recognizes and confirms that in completing its
engagement  hereunder,  LTCO  will be  using  and  relying  solely  on  publicly
available  information and on data, material and other information  furnished to
LTCO by the Company or the Company's affiliates and agents. It is understood and
agreed  that in  performing  under  this  engagement,  LTCO  will  rely upon the
accuracy  and  completeness  of,  and is not  assuming  any  responsibility  for
independent  verification of, such publicly available  information and the other
information so furnished.

     6. Offers and Sales Only to Institutional Accredited Investors.  Offers and
sales of the Securities will be made only to qualified  institutional buyers (as
defined in Rule 144A) and to  "accredited  investors"  as defined in Rule 501(a)
promulgated under the Securities Act of 1933, as amended (the "Securities Act").

     7.  No  General  Solicitation.  The  Securities  will  be  offered  only by
approaching   prospective   purchasers  on  an  individual   basis.  No  general
solicitation or general  advertising in any form will be used in connection with
the offering of the  Securities.  From and after the execution of this Agreement
until the completion of the Offering,  the Company shall  pre-clear any proposed
press release which mentions this Agreement or the Offering with LTCO. LTCO will
comply with all federal, state and applicable securities laws and regulations in
performing its services under this Agreement.



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<PAGE>

     8.  Miscellaneous.  This Agreement,  together with the attached  Exhibits A
though E constitutes the entire  understanding and agreement between the parties
with respect to its subject matter and there are no agreements or understandings
with  respect to the  subject  matter  hereof  which are not  contained  in this
Agreement. This Agreement may be modified only in writing signed by the party to
be charged hereunder.



















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<PAGE>

If the foregoing  correctly  sets forth our  agreement,  please  confirm this by
signing and returning to us the duplicate copy of this letter.

     We appreciate this  opportunity to be of service and are looking forward to
working with you on this matter.

                                    Very truly yours,

                                    LADENBURG THALMANN & CO. INC.

                                    By: /s/ Illegible
                                        ----------------------------------------
                                        Name:
                                        Title:


Agreed to and accepted as of the date first written above:

PAWNBROKER.COM, INC.


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












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<PAGE>

                                                                       EXHIBIT A

                          STANDARD TERMS AND CONDITIONS

1.   The Company shall promptly provide LTCO with all relevant information about
     the Company (to the extent  available to the Company in the case of parties
     other than the Company) that shall be  reasonably  requested or required by
     LTCO,  which  information  shall be complete  and  accurate in all material
     respects at the time furnished.

2.   LTCO  shall  keep  all  information  obtained  from  the  Company  strictly
     confidential except: (a) information which is otherwise publicly available,
     or previously  known to, or obtained by LTCO  independently  of the Company
     and  without  breach of LTCO's  agreement  with the  Company;  (b) LTCO may
     disclose such information to its employees and attorneys,  and to its other
     advisors and  financial  sources on a need to know basis only and shall use
     best  efforts to ensure that all such  employees,  attorneys,  advisors and
     financial sources will keep such information strictly confidential; and (c)
     pursuant  to any  order  of a court  of  competent  jurisdiction  or  other
     governmental  body  (including any subpena) or as may otherwise be required
     by law.

3.   The  Company  recognizes  that in order for LTCO to  perform  properly  its
     obligations in a professional manner, it is necessary that LTCO be informed
     of and, to the extent practicable,  participate in meetings and discussions
     between the Company and any third party, including, without limitation, any
     prospective purchaser of the securities, relating to the matters covered by
     the terms of LTCO's engagement.

4.   The Company agrees that any report or opinion,  oral or written,  delivered
     to it by LTCO is prepared solely for its  confidential use and shall not be
     reproduced,  summarized,  or referred to in any public document or given or
     otherwise  divulged  to any  other  person  without  LTCO's  prior  written
     consent, except as may be required by applicable law or regulation.

5.   No fee payable to LTCO pursuant to any other  agreement with the Company or
     payable by the  Company to any agent,  lender or investor  shall  reduce or
     otherwise affect any fee payable by the Company to LTCO hereunder.  If LTCO
     engages  any other  broker-dealer  or other  finder  to assist  LTCO in the
     placement of the  Offering,  then the fees of such other  broker-dealer  or
     finder shall be paid by LTCO.

6.   The Company  represents and warrants that: (a) it has full right, power and
     authority  to  enter  into  this  Agreement  and  to  perform  all  of  its
     obligations  hereunder;  (b) this  Agreement has been duly  authorized  and
     executed by and  constitutes  a valid and binding  agreement of the Company
     enforceable  in  accordance  with  its  terms;  and (c) the  execution  and
     delivery  of  this  Agreement  and  the  consummation  of the  transactions
     contemplated  hereby do not conflict  with or result in a breach of (i) the
     Company's certificate of



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<PAGE>

EXHIBIT A (CONTINUED)

     incorporation  or by-laws or (ii) any  agreement  to which the Company is a
     party or by which any of its property or assets is bound.

7.   Nothing  contained in this  Agreement  shall be construed to place LTCO and
     the Company in the  relationship  of partners or joint  venturers.  Neither
     LTCO  nor  the  Company  shall  represent  itself  as the  agent  or  legal
     representative  of the other for any purpose  whatsoever  nor shall  either
     have the  power to  obligate  or bind the other in any  manner  whatsoever.
     LTCO,  in  performing  its  services  hereunder,  shall at all  times be an
     independent contractor.

8.   This  Agreement has been and is made solely for the benefit of LTCO and the
     Company and each of the persons, agents, employees, officers, directors and
     controlling  persons referred to in Exhibit B and their  respective  heirs,
     executors,  personal  representatives,  successors and assigns, and nothing
     contained in this  Agreement  shall confer any rights upon,  nor shall this
     Agreement be construed to create any rights in, any person who is not party
     to such Agreement, other than as set forth in this paragraph.

9.   The rights and  obligations of either party under this Agreement may not be
     assigned  without the prior  written  consent of the other party hereto and
     any other purported assignment shall be null and void.

10.  All  communications  hereunder,  except  as may be  otherwise  specifically
     provided herein,  shall be in writing and shall be mailed,  hand delivered,
     sent by a recognized  overnight courier service such as Federal Express, or
     sent via  facsimile  and  confirmed  by letter,  to the party to whom it is
     addressed at the  following  addresses or such other  address as such party
     may advise the other in writing:

            To the Company:
            Neil McElwee
            Pawnbroker.com, Inc.
            2900 Gordon Ave.
            Santa Clara, CA 95051
            Telephone: (408) 720-2751
            Facsimile: (408) 522-9895

            To LTCO:
            Ladenburg Thalmann & Co. Inc.
            590 Madison Avenue
            New York, NY 10022
            Attention: Robert J. Kropp
            Telephone: (212) 409-2000
            Facsimile: (212) 409-2169

All notices  hereunder  shall be effective upon receipt by the party to which it
is addressed.



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<PAGE>

                                                                       EXHIBIT B

                                 INDEMNIFICATION

     The Company  agrees that it shall  indemnify and hold  harmless,  LTCO, its
stockholders, directors, officers, employees, agents, affiliates and controlling
persons within the meaning of Section 20 of the Securities  Exchange Act of 1934
and Section 15 of the  Securities  Act of 1933,  each as amended (any and all of
whom are referred to as an  "Indemnified  Party"),  from and against any and all
losses, claims,  damages,  liabilities,  or expenses, and all actions in respect
thereof  (including,  but not limited to, all legal or other expenses reasonably
incurred  by  an  Indemnified  Party  in  connection  with  the   investigation,
preparation,  defense or settlement of any claim, action or proceeding,  whether
or not  resulting  in any  liability),  incurred by an  Indemnified  Party:  (a)
arising out of, or in connection  with, any actions taken or omitted to be taken
by the Company, its affiliates,  employees or agents, or any untrue statement or
alleged untrue statement of a material fact contained in any of the financial or
other  information  furnished  to LTCO by or on  behalf  of the  Company  or the
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements  therein,  in light of the circumstances  under
which they were made,  not  misleading;  or (b) with  respect to,  caused by, or
otherwise arising out of any transaction contemplated by the Agreement or LTCO's
performing the services contemplated hereunder;  provided,  however, the Company
will not be  liable  under  clause  (b)  hereof to the  extent,  and only to the
extent, that any loss, claim, damage, liability or expense is finally judicially
determined to have resulted  primarily from LTCO's gross negligence or bad faith
in performing such services.

     If the indemnification  provided for herein is conclusively  determined (by
an  entry  of  final  judgment  by a court  of  competent  jurisdiction  and the
expiration  of the time or denial of the right to appeal) to be  unavailable  or
insufficient  to hold any  Indemnified  Party harmless in respect to any losses,
claims,  damages,  liabilities or expenses referred to herein,  then the Company
shall  contribute  to the amounts paid or payable by such  Indemnified  Party in
such proportion as is appropriate and equitable under all  circumstances  taking
into account the relative  benefits  received by the Company on the one hand and
LTCO on the  other,  from the  transaction  or  proposed  transaction  under the
Agreement or, if allocation on that basis is not permitted under applicable law,
in such  proportion as is appropriate to reflect not only the relative  benefits
received  by the  Company  on the one hand and LTCO on the  other,  but also the
relative fault of the Company and LTCO; provided, however, in no event shall the
aggregate  contribution of LTCO and/or any Indemnified Party be in excess of the
net  compensation  actually  received  by LTCO  and/or  such  Indemnified  Party
pursuant to this Agreement.

     The Company  shall not settle or  compromise or consent to the entry of any
judgment in or otherwise  seek to terminate  any pending or  threatened  action,
claim,  suit or proceeding in which any Indemnified Party is or could be a party
and as to which  indemnification  or contribution could have been sought by such
Indemnified  Party hereunder  (whether or not such Indemnified  Party is a party
thereto),  unless such consent or termination includes an express  unconditional
release of such Indemnified Party, reasonably satisfactory in form and substance
to such Indemnified  Party,  from all losses,  claims,  damages,  liabilities or
expenses arising out of such action, claim, suit or proceeding.

     In the event any Indemnified Party shall incur any expenses covered by this
Exhibit B, the Company shall  reimburse the  Indemnified  Party for such covered
expenses  within ten (10) business days of the Indemnified  Party's  delivery to
the Company of an invoice therefor,  with receipts attached.  Such obligation of
the Company to so advance funds may be conditioned upon



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<PAGE>

the Company's  receipt of a written  undertaking  from the Indemnified  Party to
repay such amounts  within ten (10) business days after a final,  non-appealable
judicial   determination  that  such  Indemnified  Party  was  not  entitled  to
indemnification hereunder.

     The foregoing  indemnification and contribution  provisions are not in lieu
of,  but in  addition  to, any rights  which any  Indemnified  Party may have at
common law  hereunder  or  otherwise,  and shall remain in full force and effect
following  the  expiration  or  termination  of LTCO's  engagement  and shall be
binding on any successors or assigns of the Company and successors or assigns to
all or substantially all of the Company's business or assets.



















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                                                                       EXHIBIT C

                                  JURISDICTION

     The  Company  and  LTCO  each  hereby  irrevocably:   (a)  submits  to  the
jurisdiction  of any court of the State of New York or any federal court sitting
in the  State  of New  York  for the  purposes  of any  suit,  action  or  other
proceeding  arising out of the  Agreement  between the Company and LTCO which is
brought by or against the Company or LTCO; (b) agrees that all claims in respect
of any suit, action or proceeding may be heard and determined in any such court;
and (c) to the extent that the Company or LTCO has  acquired,  or hereafter  may
acquire,  any  immunity  from  jurisdiction  of any such court or from any legal
process therein,  the Company an LTCO each hereby waives,  to the fullest extent
permitted  by  law,  such  immunity.  The  prevailing  party  in any  litigation
respecting this Agreement shall be entitled to an award of its costs,  including
reasonable attorneys' fees, in connection therewith.

     The  Company  and LTCO each  waives,  and  agrees not to assert in any such
suit,  action or proceeding,  in each case, to the fullest  extent  permitted by
applicable  law,  any  claim  that:  (a) it is  not  personally  subject  to the
jurisdiction of any such court; (b) it is immune from any legal process (whether
through service or notice,  attachment prior to judgment,  attachment in the aid
of execution,  execution or otherwise)  with respect to it or its property;  (c)
any such suit, action or proceeding is brought in an inconvenient forum; (d) the
venue of any such suit, action or proceeding is improper;  or (e) this Agreement
may not be enforced in or by any such court.

     Any  process  against the Company or LTCO in, or in  connection  with,  any
suit,  action or proceeding  filed in the United States  District  Court for the
Southern  District  of New York or any  other  court of the  State of New  York,
arising out of or relating to this  Agreement  or any  transaction  or agreement
contemplated  hereby,  may be  served  personally,  or by  first  class  mail or
overnight courier (with the same effect as though served  personally)  addressed
to the party being served at the address set forth in the Agreement  between the
Company and LTCO.

     Nothing in these provisions shall affect any party's right to serve process
in any manner  permitted by law or limit its rights to bring a proceeding in the
competent  courts of any  jurisdiction  or  jurisdictions  or to  enforce in any
lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the State of New York, without regard to conflicts of law principles.








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