EXHIBIT 10.14


                                                       Jefferies & Company, Inc.

                                               650 California Street, 29th Floor
                                                 San Francisco, California 94108
                            Telephone: (415) 229-1400  Facsimile: (415) 229-1444
CORPORATE FINANCE



                                                              December 1, 1999
Mr. Neil McElwee
Chief Executive Officer
PAWNBROKER.COM, INC.
85 Keystone Ave  M/S 2-F
Reno, NV 89503

Dear Neil:

     1.  Retention.  This  letter  agreement  (the  "Agreement")  confirms  that
Pawnbroker.com,  Inc.  (the  "Company")  has engaged  Jefferies & Company,  Inc.
("Jefferies" or the "Placement Agent") to act as exclusive  financial advisor to
and sole  placement  agent for the Company in connection  with the  structuring,
issuance and sale (the  "Transaction") of up to $25 million of equity securities
(the "Securities"). During the term of the Agreement, the Company agrees that it
will not,  directly or  indirectly,  offer any of the  Securities or any similar
securities  for sale to, or solicit any offer to purchase  any of the same from,
or otherwise contact, approach or negotiate with respect thereto with any person
or persons,  other than through  Jefferies as agent. The Company  recognizes and
confirms,  however,  that Jefferies is not making any representations  regarding
the prospective purchasers and does not perform due diligence on the prospective
purchasers.

     2.  Information on the Company.  In connection  with the Placement  Agent's
activities  hereunder,  the Company will furnish  Jefferies and its counsel with
all material and information  regarding the business and financial  condition of
the Company (all such information so furnished being the "Information") and with
a private  placement  memorandum  with respect to the Company and the Securities
(such memorandum,  including all exhibits or supplements  thereto, the "Offering
Materials").  The Company  recognizes and confirms that Jefferies:  (a) will use
and rely solely on the  Information,  the Offering  Materials and on information
available  from generally  recognized  public sources in performing the services
contemplated by this Agreement without having  independently  verified the same;
(b)  is  authorized  as the  Company's  exclusive  financial  advisor  and  sole
placement  agent to transmit to any  prospective  purchaser of the  Securities a
copy or copies of the Offering  Materials,  and the forms of purchase agreements
and other legal  documentation  necessary or advisable (in such form as provided
by the Company) in connection with the  transactions  contemplated  hereby;  (c)
does  not  assume  responsibility  for  the  accuracy  or  completeness  of  the
Information, the Offering Materials or such other information; (d) will not make
an appraisal of any assets or  liabilities  of the Company;  and (e) retains the
right to continue to perform due  diligence on the Company  during the course of
the engagement. Jefferies agrees to keep the Information confidential so long as
it is and remains  nonpublic,  unless disclosure is required by law or requested
by any


<PAGE>

PAWNBROKER.COM, INC.
December 1, 1999
Page 2



governmental,  regulatory or  self-regulatory  agency or body and Jefferies will
not make use thereof,  except in connection with its services  hereunder for the
Company.

     3. Use of Name. Except as provided in Section 17, the Company and Jefferies
agree  that any  reference  to the other  party's  name  except in any  release,
communication,  or other  material  is subject  to such  party's  prior  written
approval,  which may be given or withheld in its sole  discretion.  If Jefferies
resigns or this Agreement is terminated  prior to the  dissemination of any such
release,  communication  or  material,  no  reference  shall be made  therein to
Jefferies by the Company or the Company by Jefferies,  despite any prior written
approval that may have been given therefor.

     4. Use of Advice.  No  statements  made or advice  rendered by Jefferies in
connection with the services  performed by Jefferies  pursuant to this Agreement
will be quoted by, nor will any such statements or advice be referred to, in any
report,  document,  release  or other  communication,  whether  written or oral,
prepared,  issued or  transmitted  by, the Company or any person or  corporation
controlling,  controlled  by or under common  control  with,  the Company or any
director, officer, employee, agent or representative of any such person, without
the prior written authorization of Jefferies,  which may be given or withheld in
its sole  discretion,  except to the extent  required  by law (in which case the
appropriate  party shall so advise the Placement  Agent in writing prior to such
use and shall consult with and provide the Placement  Agent the  opportunity  to
comment with respect to the form and timing of disclosure).

     5.  Compensation.  In payment  for  services  rendered  and to be  rendered
hereunder by Jefferies,  the Company agrees to pay to Jefferies as follows:

          (a) Upon each closing of the sale of the Securities, the Company shall
pay to Jefferies in cash a fee in an amount that is equal to 6% of the aggregate
gross  proceeds  from the sale of  Securities  issued  in  connection  with such
closing.

          (b) In  addition  to the cash fee  described  above,  in the event the
aggregate gross proceeds from the Transaction equals or exceeds $5 million,  the
Company shall issue to Jefferies at each closing,  a warrant to purchase  shares
of common  stock of the Company  (each,  a  "Warrant").  Each  Warrant  shall be
exercisable  at any time following its issuance for a period of five years at an
exercise  price equal to $2.50.  Each  Warrant  will be  evidenced  by a warrant
agreement which shall contain customary  anti-dilution  and exercise  provisions
and such other terms as the parties may agree upon, and which shall be delivered
by the  Company to  Jefferies  at each  closing.  The number of shares of common
stock into which each warrant is  exercisable  (the "Warrant  Shares")  shall be
equal to the difference between


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PAWNBROKER.COM, INC.
December 1, 1999
Page 3



               (1)  the sum of

                    (A)  1.5% of the  number of shares of fully  diluted  common
                         stock of the Company  immediately  after such  closing,
                         plus

                    (B)  2.0% of the  number of shares of fully  diluted  common
                         stock of the  Company  immediately  after such  closing
                         times  a  fraction,  the  numerator  of  which  is  the
                         aggregate  gross  proceeds  from  all  closings  of the
                         Transaction  minus $5 million,  and the  denominator of
                         which is $20 million, and

               (2)  the aggregate  number of Warrant  Shares  already issued and
                    delivered to Jefferies pursuant to this section.

          (c) In  addition  to the  compensation  to be  paid  to  Jefferies  as
provided in Section 5(a) hereof,  without  regard to whether any  Transaction is
consummated  or this  Agreement  expires or is  terminated,  the  Company  shall
reimburse Jefferies,  promptly as billed, all reasonable fees, disbursements and
out-of-pocket  expenses incurred by Jefferies  directly related to providing the
services  rendered  hereunder  (including,  without  limitation,  the  fees  and
disbursements  of  Jefferies'  counsel,   travel  and  lodging  expenses,   word
processing charges,  messenger and duplicating services,  facsimile expenses and
other  customary  expenditures);  provided,  however,  that any  single  expense
exceeding $5,000 (other than the fees and  disbursements of Jefferies'  counsel)
shall be previously  approved in writing by the Company which approval shall not
be unreasonably withheld.

          (d)  Jefferies  may resign at any time and the Company  may  terminate
Jefferies'  services at any time,  each by giving  prior  written  notice to the
other. If the Company terminates  Jefferies' services for any reason,  Jefferies
and its counsel  shall be entitled to receive all of the amounts due pursuant to
Sections 5(a) and 5(b) hereof up to and  including  the  effective  date of such
termination, as the case may be. If Jefferies' services hereunder are terminated
by  the  Company  or  this  Agreement  expires,  and  the  Company  completes  a
transaction similar to the Transaction  contemplated herein within six months of
such   termination  or   expiration,   then  the  Company  shall  pay  Jefferies
concurrently  with the closing of such  transaction in cash the fees as outlined
in Section 5(a).

          (e) If the Company  consummates the  Transaction  with aggregate gross
proceeds  equal to or greater  than $20 million and  undertakes  (i) a financing
within one year of the closing of the sale of the Securities, Jefferies shall be
given the right,  but not the  obligation,  to act as lead manager or co-manager
for such an offering and to receive a percentage of the  aggregate  gross spread
not less than the percentage of the aggregate


<PAGE>

PAWNBROKER.COM, INC.
December 1, 1999
Page 4



gross spread  provided to the lead  manager from such an offering  (collectively
such percentages not exceeding 100% of the aggregate gross spread and such gross
spread in such  transactions  will be mutually  determined  in good faith by the
Company and  Jefferies and shall be based on the  prevailing  market for similar
services); or (ii) a merger with or into, a consolidation with, a sale of all or
substantially  all of its assets to, or an acquisition  of all or  substantially
all of the assets of, another person or group of affiliated  persons (other than
the  Company  or  its  subsidiaries)  in a  transaction  or  series  of  related
transactions (any such transaction, a "Sale"), then Jefferies shall be given the
right, but not the obligation,  to act as a financial advisor to the Company for
such  transaction or  transactions.  The retention and compensation of Jefferies
for such subsequent  transactions  shall be outlined in a separate  agreement or
agreements not considered part of this Agreement.

          (f) No fee paid or payable to Jefferies or any of its affiliates shall
be  credited  against any other fee paid or payable to  Jefferies  or any of its
affiliates.

     6. Representations and Warranties.

          (a) The Company  represents  and warrants to  Jefferies  that (i) this
Agreement has been duly authorized,  executed and delivered by the Company; and,
assuming the due execution by the Placement  Agent,  constitutes a legal,  valid
and  binding  agreement  of the  Company,  enforceable  against  the  Company in
accordance with its terms,  and (ii) the Information and the Offering  Materials
will not,  when  delivered  nor at the  closing  of the sale of the  Securities,
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements  therein,  in light of the circumstances  under
which they were made,  not  misleading.  The Company  shall advise the Placement
Agent  promptly of the  occurrence of any event or any other change prior to the
closing which results in the  Information or the Offering  Materials  containing
any untrue  statement of a material  fact or omitting to state any material fact
necessary  to  make  the  statements   contained   therein,   in  light  of  the
circumstances under which they were made, not misleading.

          (b) Jefferies represents,  warrants and convenants to the Company that
(i) this  Agreement  has been  duly  authorized,  executed  and  delivered  and,
assuming  the due  execution  by the  Company,  constitutes  a valid and binding
agreement of Jefferies,  enforceable  against  Jefferies in accordance  with its
terms.  (ii)  Jefferies  holds all licenses and permits  required to perform its
obligations under this Agreement, and (iii) the payment of any fee in accordance
with this  Agreement  will not  violate any state or federal  securities  law or
regulation,  and (iv) Jefferies will conduct its activities under this Agreement
in compliance with all applicable state and federal securities laws.

     7.  Indemnity;  Limitation of Liability.  In partial  consideration  of the
services to be rendered  hereunder,  the Company shall  indemnify  Jefferies and
certain  other  Indemnified  Persons  (as  defined  in  Schedule  A  hereto)  in
accordance with Schedule A


<PAGE>

PAWNBROKER.COM, INC.
December 1, 1999
Page 5



attached  hereto.  The parties hereto agree that  Jefferies and the  Indemnified
Persons shall not, and shall not be deemed to, owe any  fiduciary  duties to the
Company under this agreement or otherwise.

     8.  Conditions  of Placement.  It is understood  that the execution of this
Agreement  shall not be deemed or construed as obligating the Placement Agent to
purchase any of the  Securities  and there is no  obligation  on the part of the
Placement Agent to place the Securities.  The Placement  Agent's  services to be
performed hereunder are subject to certain conditions,  including, among others,
(i) approval of Jefferies' Underwriting Assistance Committee,  (ii) satisfactory
completion  of due diligence on the Company by the  Placement  Agent,  (iii) the
form and terms of the Securities being mutually  acceptable to the Company,  the
Placement  Agent and  prospective  purchasers  of the  Securities,  (iv)  market
conditions, and (v) no adverse change in the condition of the Company.

     9.  Survival  of  Certain   Provisions.   The  indemnity  and  contribution
agreements  contained  in Schedule A to this  Agreement  and the  provisions  of
Sections 2, 3, 4, 5, 6, 7, 14 and 15 of this  Agreement and this Section 9 shall
remain   operative  and  in  full  force  and  effect   regardless  of  (a)  any
investigation made by or on behalf of the Placement Agent, or by or on behalf of
any  affiliate of the  Placement  Agent or any person  controlling  either,  (b)
completion of the sale of the  Securities,  (c) the resignation of the Placement
Agent or any termination of the Placement Agent's services or (d) any amendment,
expiration or  termination  of this  Agreement,  and shall be binding upon,  and
shall inure to the  benefit  of, any  successors,  assigns,  heirs and  personal
representatives  of the  Company,  the  Placement  Agent,  and  the  Indemnified
Persons.

     10.  Notices.  Notice  given  pursuant  to any of the  provisions  of  this
Agreement  shall be in writing  and shall be mailed or  delivered  (a) if to the
Company, at the address set forth above, and (b) if to Jefferies, at the offices
of  Jefferies  at  11100  Santa  Monica  Boulevard,  Suite  1000,  Los  Angeles,
California  90025,  Attention:  Jerry M. Gluck,  Executive  Vice  President  and
General Counsel.

     11. Counterparts.  This Agreement may be executed  simultaneously in two or
more counterparts,  each of which shall be deemed an original,  but all of which
shall constitute one and the same instrument.

     12.  Assignment.  This Agreement may not be assigned by either party hereto
without  the  prior  written  consent  of the  other,  to be  given  in the sole
discretion of the party from whom such consent is being requested. Any attempted
assignment  of this  Agreement  made without  such  consent may be void,  at the
option of the non-assigning party.

     13. Third Party  Beneficiaries.  This Agreement has been and is made solely
for the benefit of the Company,  the Placement  Agent and the other  Indemnified
Persons


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PAWNBROKER.COM, INC.
December 1, 1999
Page 6



referred to in Schedule A hereof and their  respective  successors  and assigns,
and no other person  shall  acquire or have any right under or by virtue of this
Agreement.

     14. Construction and Choice of Law. This Agreement,  together with Schedule
A attached  hereto,  incorporates  the entire  understanding  of the parties and
supersedes all previous  agreements relating to the subject matter hereof should
they  exist.  This  Agreement  and any issue  arising  out of or relating to the
parties'  relationship   hereunder  shall  be  governed  by,  and  construed  in
accordance with, the laws of the State of New York, without regard to principles
of conflicts of law.

     15. Jurisdiction and Venue. Each party hereto consents  specifically to the
exclusive jurisdiction of the federal courts of the United States sitting in the
Southern  District of New York,  or if such federal  court  declines to exercise
jurisdiction over any action filed pursuant to this Agreement, the courts of the
State of New York  sitting in the County of New York,  and any court to which an
appeal  may be taken  in  connection  with any  action  filed  pursuant  to this
Agreement,  for the purposes of all legal proceedings arising out of or relating
to this  Agreement.  In  connection  with  the  foregoing  consent,  each  party
irrevocably  waives, to the fullest extent permitted by law, any objection which
it may now or hereafter  have to the court's  exercise of personal  jurisdiction
over each party to this Agreement or the laying of venue of any such  proceeding
brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient  forum. Each party further irrevocably
waives its right to a trial by jury and consents  that service of process may be
effected in any manner permitted under the laws of the State of New York.

     16. Headings.  The section headings in this Agreement have been inserted as
a matter of  convenience  of reference and are not part of this  Agreement.

     17. Press Announcements.  The Company will issue a press release announcing
that Jefferies has been engaged by the Company to act as a financial advisor for
the  Company,  which  release  shall  be  mutually  acceptable  to the  parties.
Notwithstanding  the provisions of Section 3, at any time after the consummation
or other public announcement of the sale of the Securities,  the Placement Agent
may place an announcement in such newspapers and  publications as it may choose,
stating that the Placement  Agent has acted as exclusive  financial  advisor and
sole placement agent to the Company in connection with the Transaction.

     18.  Amendment.  This  Agreement may not be modified or amended except in a
writing  duly  executed  by the parties  hereto.

     19. Term. Except as provided herein, this Agreement shall run from the date
of this  letter  to a date of one year  thereafter,  unless  extended  by mutual
consent of the parties (the "Term").


<PAGE>

PAWNBROKER.COM, INC.
December 1, 1999
Page 7



     Please  sign and  return  an  original  and one copy of this  letter to the
undersigned to indicate your acceptance of the terms set forth herein, whereupon
this letter and your acceptance shall constitute a binding agreement between the
Company and Jefferies as of the date first above written.

                                         Sincerely,

                                         JEFFERIES & COMPANY, INC.

                                         By /s/ John G. Chiles
                                            ------------------------------------
                                            John G. Chiles
                                            Managing Director


Accepted and Agreed:

PAWNBROKER.COM, INC.

By /s/ Neil McElwee
   ------------------------------------
   Neil McElwee
   Chief Executive Officer


<PAGE>

                                   SCHEDULE A

                                                              December 1, 1999



JEFFERIES & COMPANY, INC.
11100 Santa Monica Boulevard, 10th Floor
Los Angeles, CA  90025
Ladies and Gentlemen:

     This letter  agreement is entered into  pursuant to, and in order to induce
Jefferies & Company,  Inc. ("Jefferies" or the "Placement Agent") to enter into,
the  engagement  letter,  dated June 26, 2000 (as  amended  from time to time in
accordance with the terms thereof,  the  "Agreement"),  between  Pawnbroker.com,
Inc. (the  "Company") and Jefferies.  Unless  otherwise  noted,  all capitalized
terms used herein shall have the meanings set forth in the Agreement.

     Since  Jefferies will be acting on behalf of the Company in connection with
the transactions contemplated by the Agreement, and as part of the consideration
for the  agreement  of  Jefferies  to  furnish  its  services  pursuant  to such
Agreement,  the Company agrees to indemnify and hold harmless  Jefferies and its
affiliates  and  their  respective  officers,   directors,   partners,  counsel,
employees and agents, and any other persons controlling  Jefferies or any of its
affiliates within the meaning of either Section 15 of the Securities Act of 1933
or Section 20 of the Securities Exchange Act of 1934, and the respective agents,
employees,  officers,  directors,  partners,  counsel and  shareholders  of such
persons  (Jefferies  and  each  such  other  person  being  referred  to  as  an
"Indemnified  Person"),  to the  fullest  extent  lawful,  from and  against all
claims,  liabilities,  losses,  damages  and  expenses  (or  actions  in respect
thereof),  as incurred,  related to or arising out of or in connection  with (i)
actions taken or omitted to be taken by the Company,  its affiliates,  employees
or agents,  (ii) actions taken or omitted to be taken by any Indemnified  Person
(including acts or omissions  constituting  ordinary negligence) pursuant to the
terms of, or in connection with services  rendered pursuant to, the Agreement or
any Transaction or proposed transaction  contemplated thereby or any Indemnified
Person's role in connection therewith, provided, however, that the Company shall
not be responsible for any losses, claims,  damages,  liabilities or expenses of
any Indemnified Person to the extent, and only to the extent, that it is finally
judicially  determined  that they result solely from actions taken or omitted to
be taken by such  Indemnified  Person in bad  faith or to be due  solely to such
Indemnified  Person's  gross  negligence,  and/or (iii) any untrue  statement or
alleged untrue statement of a material fact contained in any of the Information,
the Offering  Materials,  or in any amendment or supplement  thereto, or arising
out of or based  upon any  omission  or  alleged  omission  of a  material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading.


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JEFFERIES & COMPANY, INC.
December 1, 1999
Page 2



     Any Indemnified Person shall have the right to retain separate counsel, but
the  fees  and  expenses  of  such  counsel  shall  be at the  expense  of  such
Indemnified  Person,  unless  (i)  the  employment  of  such  counsel  has  been
specifically  authorized in writing by the Company,  (ii) the Company has failed
to assume the defense and employ counsel  satisfactory to the Indemnified Person
as  required in this  Schedule A, or (iii) the named  parties to any such action
(including any impleaded  parties)  include both (a) the Indemnified  Person and
the  Company,  and (b) the Company and the  Indemnified  Person which shall have
been advised by counsel that there may be one or more legal  defenses  available
to such  Indemnified  Person which are  different  from or  additional  to those
available to the Company (in which case the Company  shall not have the right to
assume the defense of such action on behalf of the Indemnified Person).

     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 Person is or could be a party
and as to which  indemnification  or contribution could have been sought by such
Indemnified  Person hereunder (whether or not such Indemnified Person is a party
thereto),  unless such Indemnified Person has given its prior written consent or
the  settlement,   compromise,   consent  or  termination  includes  an  express
unconditional  release  of such  Indemnified  Person,  satisfactory  in form and
substance  to such  Indemnified  Person,  from all  losses,  claims,  damages or
liabilities arising out of such action, claim, suit or proceeding.

     If for any  reason  (other  than the bad  faith or gross  negligence  of an
Indemnified Person as provided above) the foregoing  indemnity is unavailable to
an Indemnified  Person or insufficient to hold an Indemnified  Person  harmless,
then the Company,  to the fullest extent  permitted by law, shall  contribute to
the  amount  paid or  payable  by such  Indemnified  Person  as a result of such
claims,  liabilities,  losses,  damages or  expenses  in such  proportion  as is
appropriate to reflect the relative  benefits received by the Company on the one
hand and by Jefferies 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 Jefferies on the
other, but also the relative fault of the Company and Jefferies,  as well as any
relevant equitable  considerations.  Notwithstanding  the provisions hereof, the
aggregate  contribution of all Indemnified  Persons to all claims,  liabilities,
losses,  damages  and  expenses  shall not exceed  the  amount of fees  actually
received by Jefferies pursuant to the Agreement with respect to the Transaction.
It is hereby further agreed that the relative benefits to the Company on the one
hand and  Jefferies  on the other with  respect to any  Transaction  or proposed
transaction  contemplated  by the  Agreement  shall be  deemed to be in the same
proportion as (i) the total value of the Transaction bears to (ii) the fees paid
to Jefferies with respect to such Transaction. The relative fault of the Company
on the one hand and Jefferies on the other with respect to the Transaction shall
be determined by reference to, among other things, whether any untrue or alleged
untrue statement of a material fact or the


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JEFFERIES & COMPANY, INC.
December 1, 1999
Page 3



omission or alleged  omission to state a material  fact  relates to  information
supplied  by the  Company or by  Jefferies  and the  parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.

     No  Indemnified  Person  shall  have any  liability  to the  Company or any
officer, director, employee or affiliate thereof in connection with the services
rendered  pursuant  to the  Agreement  except  for  any  liability  for  claims,
liabilities,  losses or damages finally  judicially  determined to have resulted
solely from actions taken or omitted to be taken by such  Indemnified  Person in
bad faith or solely as a result of such Indemnified Person's gross negligence.

     In addition,  the Company agrees to reimburse the  Indemnified  Persons for
all reasonable expenses  (including,  without  limitation,  fees and expenses of
counsel)  as they are  incurred in  connection  with  investigating,  preparing,
defending  or settling  any such action or claim,  whether or not in  connection
with  litigation  in which any  Indemnified  Person is a named party.  If any of
Jefferies' personnel appears as witnesses, are deposed or are otherwise involved
in the  defense of any action  against  Jefferies,  the  Company or the  Company
officers or  directors,  the Company will pay Jefferies (i) with respect to each
day that one of  Jefferies'  professional  personnel  appears as a witness or is
deposed and/or (ii) with respect to each day that one of Jefferies' professional
personnel is involved in the preparation  therefor,  (a) a fee of $2,000 per day
for each such  person  with  respect  to each  appearance  as a witness or for a
deposition  and (b) at a rate of $200  per hour  with  respect  to each  hour of
preparation for any such appearance and the Company will reimburse Jefferies for
all reasonable  expenses incurred by Jefferies by reason of any of its personnel
being involved in any such action.

     The indemnity, contribution and expense reimbursement obligations set forth
herein (i) shall be in  addition  to any  liability  the Company may have to any
Indemnified Person at common law or otherwise, (ii) shall survive the expiration
of the Term, (iii) shall apply to any modification of Jefferies'  engagement and
shall remain in full force and effect following the completion or termination of
the  Agreement,  (iv)  shall  remain  operative  and in full  force  and  effect
regardless of any  investigation  made by or on behalf of Jefferies or any other
Indemnified  Person and (v) shall be binding on any  successor  or assign of the
Company and successors or assigns to all or  substantially  all of the Company's
business and assets.


<PAGE>

JEFFERIES & COMPANY, INC.
December 1, 1999
Page 4



     Please  sign and  return  an  original  and one copy of this  letter to the
undersigned to indicate your acceptance of the terms set forth herein, whereupon
this letter and your acceptance shall constitute a binding agreement between the
Company and Jefferies as of the date of the Agreement.

                                         Sincerely,

                                         PAWNBROKER.COM, INC.

                                         By /s/ Neil McElwee
                                            ------------------------------------
                                            Neil McElwee
                                            Chief Executive Officer


Accepted and Agreed:

JEFFERIES & COMPANY, INC.

By /s/ John G. Chiles
   --------------------------------
   John G. Chiles
   Managing Director