EXHIBIT 10.13


                         SEVERANCE AGREEMENT AND RELEASE

     This Severance  Agreement And Release  ("Agreement")  is entered into as of
--------,  2000,  hereinafter  "execution  date," by and between  Daniel McElwee
(hereinafter  "Mr.  McElwee"),  and  Pawnbroker.com,  Inc.,  its  successors and
assigns  (hereinafter the "Company").  Mr. McElwee and the Company are sometimes
referred to collectively herein as the "Parties."

     1. Mr. McElwee executed an Employment  Agreement  ("Employment  Agreement")
with the Company on  --------.  The Company is giving  notice of its decision to
terminate Mr.  McElwee's  employment  without cause pursuant to Section 9A(4) of
the Employment Agreement.  The Company is electing to pay Mr. McElwee his salary
and  benefits  in lieu  of him  working  the  30-day  notice  period  under  the
Employment Agreement.  Mr. McElwee's employment  terminates  effectively May 18,
2000  ("Termination  Date"), but his last day actually working will be --------,
2000. This Agreement is to effectuate the intent of Section 9F of the Employment
Agreement, wherein the Parties agreed that upon a termination without cause, Mr.
McElwee would receive certain  severance  benefits and execute a general release
of claims.  The Parties have agreed to avoid and resolve any alleged existing or
potential  disagreements  between  them  arising  out of or  connected  with Mr.
McElwee's  employment with the Company or the termination  thereof.  The Company
expressly disclaims any wrongdoing or any liability to Mr. McElwee.

     2. The Company  agrees that,  in addition to paying Mr.  McElwee's  salary,
bonuses,  and benefits as if he remained a regular  employee until May 18, 2000,
it will provide Mr.  McElwee the following  severance  benefits,  within no less
than five calendar days after the expiration of the seven day revocation  period
described in Paragraph 8 below (said revocation  period  hereinafter  "effective
date"), provided Mr. McElwee has not revoked this Agreement as described in that
Paragraph:

     (a) the Company shall continue to pay  Mr.McElwee's  base salary,  bonuses,
     and health insurance benefits from May 18, 2000 until August 18, 2000, less
     standard employee  withholding taxes and any amounts owed by Mr. McElwee to
     the Company,  in accordance with the Company's  regular payroll  practices.
     Mr. McElwee agrees that said payments will be mailed to his home on regular
     payroll dates;

     (b)  Pursuant  to  Section  4F(9) of the  Employment  Agreement  concerning
     vesting of stock options in the event of  termination  without  cause,  and
     pursuant  to the  Company's  stock  option  plan,  one-third  (1/3)  of Mr.
     McElwee's  391,280 total options to purchase  common shares of the Company,
     which equals 130,427, will vest on May 18, 2000. These stock options expire
     on September 18, 2002. The remainder of Mr.  McElwee's  stock options under
     the Employment Agreement will not vest.

     Mr. McElwee specifically acknowledges and agrees that these payments exceed
the amount he would otherwise be entitled to receive upon termination of his


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employment,  and that these  payments  and other  benefits  are in exchange  for
entering into this Agreement.

     3. Mr.  McElwee  represents  that he has not filed,  and will not file, any
complaints,  lawsuits,  administrative  complaints  or charges  arising  from or
relating to his employment with, or termination  from, the Company.  Mr. McElwee
agrees,  notwithstanding  California  Civil Code  section  1542,  to release the
Company, its Board of Directors,  officers,  employees, agents and assigns, from
any and all claims, charges, complaints, causes of action or demands of whatever
kind or nature that Mr.  McElwee  now has or has ever had  against the  Company,
whether known or unknown,  arising from or relating to Mr. McElwee's  employment
with or discharge  from the Company,  including but not limited to:  wrongful or
tortious termination,  specifically including actual or constructive termination
in violation of public policy;  implied or express  employment  contracts and/or
estoppel;  discrimination  and/or retaliation under any federal,  state or local
statute or  regulation,  specifically  including any claims Mr. McElwee may have
under the Fair Labor  Standards Act, Age  Discrimination  in Employment Act, the
Older Workers Benefit Protection Act, the Americans with Disabilities Act, Title
VII of the Civil Rights Act of 1964 as amended, and the Family and Medical Leave
Act; the  California  Family Rights Act or the  California  Fair  Employment and
Housing Act; any claims brought under any federal or state statute or regulation
for non-payment of wages or other compensation; and libel, slander, or breach of
contract  other than the breach of this  Agreement.  This  release  specifically
excludes claims,  charges,  complaints,  causes of action or demands of whatever
kind or nature  that  post-date  the  termination  date or the  effective  date,
whichever is later, and that are based on factual  allegations that do not arise
from or relate to Mr.  McElwee's  present  employment with or discharge from the
Company.

     4. Mr.  McElwee  acknowledges  and affirms  that the  Employment  Agreement
provisions concerning Confidential Information,  Noncompetition, and Patents and
Related Matters survive his employment with the Company, and are not affected by
this Agreement.  If any dispute arises concerning the Parties' obligations under
this Agreement, it will be resolved through the Arbitration provisions set forth
in Section 10 of the Employment  Agreement.  Mr. McElwee  represents that he has
returned all property belonging to the Company.  Mr. McElwee agrees that he will
not be  reemployed  by the  Company,  and that he will  neither  seek nor accept
employment with the Company at any time.

     5. Mr. McElwee  warrants that no promise or inducement has been offered for
this  Agreement  other  than as set  forth  herein  and that this  Agreement  is
executed  without reliance upon any other promises or  representations,  oral or
written.  Any  modification  of this  Agreement  must be made in writing  and be
signed by Mr. McElwee and the Company.

     6. The  provisions  of this  Agreement  are  severable.  If any part of the
Agreement is found to be unenforceable,  the other provisions shall remain fully
valid and  enforceable.  A Court or  arbitrator  construing  this  Agreement may
utilize the Blue Pencil Doctrine in enforcing this Agreement.  This Agreement is
governed by the laws of the State of California.



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<PAGE>

     7. Mr. McElwee agrees that he will indemnify and hold the Company  harmless
from any breach of this Agreement by Mr.  McElwee.  Mr.  McElwee  further agrees
that in the event of any breach of this Agreement by Mr. McElwee, he will return
all monies paid to his by the Company pursuant to this Agreement.

     8. Mr. McElwee specifically agrees and acknowledges: (A) that his waiver of
rights under this Agreement is knowing and voluntary as required under the Older
Workers  Benefit  Protection  Act;  (B) that he  understands  the  terms of this
Agreement;  (C) that he has been  advised in  writing by the  Company to consult
with an attorney  prior to executing  this  Agreement;  (D) that the Company has
given him a period of up to  twenty-one  (21) days within which to consider this
Agreement;  and (E) that, following his execution of this Agreement he has seven
(7) days in which to revoke his  agreement  to this  Agreement  and that,  if he
chooses  not to so  revoke,  the  Agreement  shall  then  become  effective  and
enforceable and the payment and extension of benefits listed below shall then be
made to him in  accordance  with the terms of this  Agreement.  To  cancel  this
Agreement,  Mr. McElwee  understands  that he must give a written  revocation to
Company  headquarters  either by hand  delivery  or  certified  mail  within the
seven-day period. If he rescinds the Agreement,  it will not become effective or
enforceable and he will not be entitled to any of the benefits set forth above.

     9. Mr.  McElwee  further  specifically  agrees that  modifications  to this
Agreement,  whether  material or  immaterial,  do not restart the running of the
twenty-one day period referenced in Paragraph 8.

     10. MR.  MCELWEE  ACKNOWLEDGES  AND AGREES THAT HE HAS  CAREFULLY  READ AND
VOLUNTARILY  SIGNED THIS  AGREEMENT,  THAT HE HAS HAD AN  OPPORTUNITY TO CONSULT
WITH AN ATTORNEY OF HIS CHOICE, AND THAT HE SIGNS THIS AGREEMENT WITH THE INTENT
OF RELEASING THE COMPANY AND ITS OFFICERS, DIRECTORS,  EMPLOYEES AND AGENTS FROM
ANY AND ALL CLAIMS.

ACCEPTED AND AGREED TO:


/s/ Neil McElwee                            /s/ Daniel McElwee
---------------------------------           ----------------------------------
Pawnbroker.com, Inc.                                 Daniel McElwee

Dated: --------------------------         Dated: -----------------------------





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