EXHIBIT 10.21


                                ESCROW AGREEMENT

     THIS ESCROW AGREEMENT (this "Agreement") is made as of June 7, 2000, by and
among Pawnbroker.com, Inc. (the "Company"), the lenders signatory hereto (each a
"Lender" and together the  "Lenders"),  and Epstein Becker & Green,  P.C.,  (the
"Escrow  Agent").  Capitalized  terms used but not defined herein shall have the
meanings set forth in the Loan Agreement referred to in the first recital.

                              W I T N E S S E T H:

     WHEREAS,  the  Lenders  will  be  lending  the  Company  $500,000  for  the
Convertible  Debentures and the Lenders will receive Warrants to purchase shares
of Common  Stock,  at the purchase  price set forth in the Loan  Agreement  (the
"Loan  Agreement")  dated the date hereof  between the Lenders and the  Company,
which  will  be  issued  as per  the  terms  contained  herein  and in the  Loan
Agreement; and

     WHEREAS,  the Company and the Lenders have  requested that the Escrow Agent
notify the Lenders upon its receipt of the Convertible Debentures,  the Warrants
and certain other closing documents specified herein;

     NOW,  THEREFORE,  in  consideration  of the covenants  and mutual  promises
contained  herein and other good and  valuable  consideration,  the  receipt and
legal  sufficiency of which are hereby  acknowledged and intending to be legally
bound hereby, the parties agree as follows:

                                   ARTICLE 1
                               TERMS OF THE ESCROW

     1.1.  The parties  hereby  agree to  establish  an escrow  account with the
Escrow Agent whereby the Escrow Agent shall hold the closing documents described
herein  pending the Lender's  delivery of the funds for the purchase of $500,000
principal  amount of  Convertible  Debentures and the Warrants at the Closing as
contemplated by the Loan Agreement.

     1.2. At the Closing,  upon Escrow Agent's receipt of executed  counterparts
of this Agreement,  the Loan Agreement,  the Registration Rights Agreement,  the
Convertible Debenture,  the Warrants and the Instructions to the Transfer Agent,
it shall telephonically advise the Lender of such fact.

     Upon receipt of notice  (which may be by fax or email) that the Company has
received the Purchase Price of $435,000 ($500,000 net of a ten percent ($50,000)
Origination  Fee to the  Lender  and  $15,000  for the  Lender's  legal fees and
expenses),  the Closing  shall occur.  The Escrow Agent shall insert the Closing
Date and the  maturity  date on the face of the  certificates  representing  the
Convertible  Debentures,  and the Escrow  Agent  shall then  arrange to have the
Convertible  Debentures,  the Warrants  and the  Registration  Rights  Agreement
delivered



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as per  instructions  from the  Lenders and the Escrow  Agent shall  deliver the
instructions to the transfer agent to the transfer agent.

                                   ARTICLE 2

                                  MISCELLANEOUS

     2.1. No waiver or any breach of any covenant or provision  herein contained
shall be deemed a waiver of any preceding or succeeding  breach  thereof,  or of
any other  covenant or  provision  herein  contained.  No  extension of time for
performance  of any  obligation or act shall be deemed any extension of the time
for performance of any other obligation or act.

All notices or other communications  required or permitted hereunder shall be in
writing, and shall be sent as set forth in the Loan Agreement.

     2.2.  This Escrow  Agreement  shall be binding  upon and shall inure to the
benefit of the permitted successors and permitted assigns of the parties hereto.

     2.3.  This Escrow  Agreement is the final  expression  of, and contains the
entire agreement between,  the parties with respect to the subject matter hereof
and  supersedes  all prior  understandings  with  respect  thereto.  This Escrow
Agreement may not be modified, changed,  supplemented or terminated, nor may any
obligations  hereunder  be waived,  except by written  instrument  signed by the
parties to be charged or by its agent duly authorized in writing or as otherwise
expressly permitted herein.

     2.4.  Whenever  required  by the  context  of this  Escrow  Agreement,  the
singular shall include the plural and masculine shall include the feminine. This
Escrow Agreement shall not be construed as if it had been prepared by one of the
parties,  but rather as if both parties had prepared the same.  Unless otherwise
indicated, all references to Articles are to this Escrow Agreement.

     2.5. The parties hereto expressly agree that this Escrow Agreement shall be
governed by, interpreted under and construed and enforced in accordance with the
laws of the  State of New  York.  Any  action  to  enforce,  arising  out of, or
relating in any way to, any  provisions of this Escrow  Agreement  shall only be
brought in a state or Federal court sitting in New York City.

     2.6. The Escrow Agent's duties hereunder may be altered,  amended, modified
or revoked only by a writing  signed by the Company,  each Lender and the Escrow
Agent.

     2.7. The Escrow Agent shall be obligated  only for the  performance of such
duties as are  specifically set forth herein and may rely and shall be protected
in relying or refraining  from acting on any instrument  reasonably  believed by
the  Escrow  Agent to be genuine  and to have been  signed or  presented  by the
proper party or parties. The Escrow Agent shall not be personally liable for any
act the Escrow  Agent may do or omit to do  hereunder  as the Escrow Agent while
acting in good faith,  and any act done or omitted by the Escrow Agent  pursuant
to



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the advice of the Escrow Agent's  attorneys-at-law  shall be conclusive evidence
of such good faith.

     2.8. The Escrow Agent is hereby  expressly  authorized to disregard any and
all  warnings  given by any of the  parties  hereto  or by any  other  person or
corporation,  excepting  only  orders or  process of courts of law and is hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case the Escrow Agent obeys or complies with any such order,  judgment
or decree,  the Escrow Agent shall not be liable to any of the parties hereto or
to any  other  person,  firm or  corporation  by  reason  of such  decree  being
subsequently reversed,  modified,  annulled, set aside, vacated or found to have
been entered without jurisdiction.

     2.9.  The Escrow Agent shall not be liable in any respect on account of the
identity,  authorization  or rights of the parties  executing or  delivering  or
purporting  to execute or deliver the Loan  Agreement or any documents or papers
deposited or called for thereunder.

     2.10.  The Escrow Agent shall be entitled to employ such legal  counsel and
other  experts as the Escrow  Agent may deem  necessary  properly  to advise the
Escrow Agent in connection  with the Escrow Agent's duties  hereunder,  may rely
upon  the  advice  of  such  counsel,   and  may  pay  such  counsel  reasonable
compensation  therefor.  The  Escrow  Agent has acted as legal  counsel  for the
Lenders, and may continue to act as legal counsel for the Lenders,  from time to
time,  notwithstanding  its duties as the Escrow  Agent  hereunder.  The Company
consents to the Escrow Agent in such  capacity as legal  counsel for the Lenders
and waives any claim that such representation  represents a conflict of interest
on the part of the Escrow Agent.  The Company  understands  that the Lenders and
the Escrow Agent are relying  explicitly on the foregoing  provision in entering
into this Escrow Agreement.

     2.11. The Escrow Agent's  responsibilities  as escrow agent hereunder shall
terminate if the Escrow Agent shall resign by written  notice to the Company and
the Lenders.  In the event of any such resignation,  the Lenders and the Company
shall appoint a successor Escrow Agent.

     2.12. If the Escrow Agent reasonably  requires other or further instruments
in connection with this Escrow  Agreement or obligations in respect hereto,  the
necessary parties hereto shall join in furnishing such instruments.

     2.13.  It is  understood  and agreed  that  should any  dispute  arise with
respect to the delivery and/or ownership or right of possession of the documents
or the escrow  funds held by the Escrow  Agent  hereunder,  the Escrow  Agent is
authorized and directed in the Escrow  Agent's sole  discretion (1) to retain in
the Escrow  Agent's  possession  without  liability to anyone all or any part of
said  documents or the escrow funds until such disputes  shall have been settled
either by mutual  written  agreement of the parties  concerned by a final order,
decree  or  judgment  or a court of  competent  jurisdiction  after the time for
appeal has expired and no appeal has been perfected,  but the Escrow Agent shall
be under no duty  whatsoever to institute or defend any such  proceedings or (2)
to deliver the escrow  funds and any other  property and  documents  held by the
Escrow Agent  hereunder to a state or Federal  court  having  competent  subject
matter  jurisdiction  and located in the City of New York in accordance with the
applicable procedure therefor.



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     2.14.  The Company and each Lender agree jointly and severally to indemnify
and hold  harmless  the Escrow  Agent and its  partners,  employees,  agents and
representatives from any and all claims,  liabilities,  costs or expenses in any
way arising  from or relating to the duties or  performance  of the Escrow Agent
hereunder or the transactions contemplated hereby or by the Loan Agreement other
than any such  claim,  liability,  cost or  expense to the extent the same shall
have been  determined  by final,  unappealable  judgment of a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the Escrow Agent.

















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     IN WITNESS WHEREOF,  the parties hereto have executed this Escrow Agreement
as of the date set forth above.

                                      PAWNBROKER.COM, INC.

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

                                      LENDER:

                                      Lamothe Investing Corp.

                                      By: /s/ Gregory C. Mussa
                                          -------------------------------------
                                          Gregory C. Mussa, Authorized Signatory


                                      ESCROW AGENT:

                                      EPSTEIN BECKER & GREEN, P.C.


                                      By: /s/ Robert F. Charron
                                          ------------------------------------
                                          Robert F. Charron
                                          Authorized Signatory










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