EXHIBIT 10.22


                            9% CONVERTIBLE DEBENTURE

     NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF
     HAVE  BEEN  REGISTERED  WITH THE  UNITED  STATES  SECURITIES  AND  EXCHANGE
     COMMISSION  OR  THE  SECURITIES  COMMISSION  OF  ANY  STATE  OR  UNDER  THE
     SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "ACT").  THE  SECURITIES  ARE
     RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS
     PERMITTED UNDER THE ACT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT OR
     AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

                              PAWNBROKER.COM, INC.

No. 1                                                                US $500,000


                  9% CONVERTIBLE DEBENTURE DUE DECEMBER 7, 2001


     THIS DEBENTURE is issued by Pawnbroker.com,  Inc., a corporation  organized
and  existing  under the laws of the State of Delaware  (the  "Company")  and is
designated as its 9% Convertible Debenture Due December 7, 2001.

     FOR VALUE RECEIVED,  the Company promises to pay to Lamothe Investing Corp.
or permitted assigns (the "Holder"),  the principal sum of Five Hundred Thousand
Dollars and 00/100 (US $500,000) on December 7, 2001 (the  "Maturity  Date") and
to pay interest on the principal sum outstanding  from time to time quarterly in
arrears at the rate of 9% per annum accruing from the date of initial  issuance.
Accrual of interest  shall commence on the first business day to occur after the
date of initial issuance and continue until payment in full of the principal sum
has been made or duly provided for. Quarterly interest payments shall be due and
payable on March 1, June 1, September 1, and December 1 of each year, commencing
with  September  1,  2000.  Accrued  but unpaid  interest  shall also be due and
payable on any Conversion Date (as defined herein). If any interest payment date
or the Maturity  Date is not a business day in the State of New York,  then such
payment shall be made on the next succeeding business day.

     The Company will pay the  principal of and any accrued but unpaid  interest
due upon this  Debenture on the Maturity  Date, by check or wire transfer to the
person who is the registered  holder of this Debenture as of the tenth day prior
to the Maturity Date and addressed to such holder at the last address  appearing
on the Debenture  Register.  The forwarding of such check, or completion of such
wire transfer,  shall  constitute a payment of principal and interest  hereunder
and shall satisfy and discharge the liability for principal and interest on this
Debenture to the extent of the sum represented by such check or wire transfer.

     This Debenture is subject to the following additional provisions:

     1. The Company  shall be entitled to withhold from all payments of interest
on this  Debenture  any amounts  required to be  withheld  under the  applicable
provisions of the United States income tax laws or other  applicable laws at the
time of such  payments,  and Holder  shall  execute  and  deliver  all  required
documentation in connection therewith.



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<PAGE>

     2. This Debenture has been issued subject to investment  representations of
the  original  purchaser  hereof and may be  transferred  or  exchanged  only in
compliance  with the Securities  Act of 1933, as amended (the "Act"),  and other
applicable  state and foreign  securities laws. The Holder shall deliver written
notice to the Company of any proposed  transfer of this Debenture.  In the event
of any proposed  transfer of this Debenture,  the Company may require,  prior to
issuance of a new  Debenture in the name of such other  person,  that it receive
reasonable transfer documentation  including legal opinions that the issuance of
the  Debenture in such other name does not and will not cause a violation of the
Act or any applicable state or foreign securities laws. Prior to due presentment
for  transfer  of this  Debenture,  the Company and any agent of the Company may
treat  the  person  in whose  name  this  Debenture  is duly  registered  on the
Company's  Debenture  Register as the owner  hereof for the purpose of receiving
payment  as herein  provided  and for all other  purposes,  whether  or not this
Debenture  be  overdue,  and  neither  the  Company  nor any such agent shall be
affected  by  notice to the  contrary.  This  Debenture  has been  executed  and
delivered  pursuant to the Loan  Agreement  dated as of June 5, 2000 between the
Company and the original  Holder (the "Loan  Agreement"),  and is subject to the
terms and  conditions  of the Loan  Agreement,  which  are,  by this  reference,
incorporated  herein  and made a part  hereof.  Capitalized  terms  used and not
otherwise defined herein shall have the meanings set forth for such terms in the
Loan Agreement.

     3. The rate of interest on this Debenture shall be reduced to seven percent
(7%), retroactive to the Closing Date, if the Registration Statement is declared
effective on or before one hundred (100) days from the Closing Date. The rate of
interest on this Debenture shall be reduced to six percent (6%),  retroactive to
the Closing  Date,  if this  Debenture is redeemed in full pursuant to Section 5
hereof on or before one hundred twenty (120) days from the Closing Date.

     4. The Holder of this Debenture is entitled,  at its option,  to convert at
any time  commencing  one hundred  twenty (120) days after the date hereof,  the
principal  amount of this Debenture or any portion thereof into shares of Common
Stock of the Company ("Conversion  Shares") at a conversion price for each share
of Common  Stock  ("Conversion  Price")  equal to the  lesser of (i) 115% of the
closing  bid price of the Common  Stock on the  Principal  Market on the Closing
Date,  or (ii) 85% of the Market  Price on the  Conversion  Date (as  defined in
Section 6 hereof).  The term "Market  Price" shall have the meaning set forth in
the Loan  Agreement.  If, upon any conversion of this  Debenture,  the Company's
issuance of Conversion Shares would cause it to violate any listing  requirement
of the Principal Market, then in lieu of such stock issuance,  the Company shall
pay the Holder cash in an amount equal to the closing  price of the Common Stock
on the Conversion  Date multiplied by the number of shares which would otherwise
have been issuable upon such conversion.

     5. The Company  shall have the right at any time to deliver to the Holder a
written notice of the Company's intent to redeem the entire  outstanding  amount
of this  Debenture  at a price of (i) if after the Closing Date and on or before
the 90th day after the Closing Date, 110% of the outstanding  principal balance,
plus all  accrued  but  unpaid  interest,  (ii) if after  the 90th day after the
Closing Date and on or before the 180th day after the closing date,  115% of the
outstanding principal balance, plus all accrued but unpaid interest and (iii) if
after the 180th day after the Closing Date,  120% of the  outstanding  principal
balance,  plus all  accrued  but unpaid  interest.  The  Company  shall make the
redemption  payment to the Holder within six (6) Trading Days of the  redemption
date set forth in the  Company  notice  of  redemption,  or else the  redemption
notice  shall be void,  and the Company  shall  thereafter  not have any further
right to redeem this Debenture.  The Holder shall have the right to convert this
Debenture  as set forth in Section 4 until the  Trading Day prior to the Trading
Day set for payment of the  redemption  price,  if this  Debenture  is otherwise
convertible at that time.



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<PAGE>

     6. (a) Conversion  shall be effectuated by  surrendering  this Debenture to
the Company (if such Conversion will convert all outstanding principal) together
with the form of conversion  notice attached hereto as Exhibit A (the "Notice of
Conversion"),  executed by the Holder of this Debenture evidencing such Holder's
intention to convert this Debenture or a specified  portion (as above  provided)
hereof, and accompanied, if required by the Company, by proper assignment hereof
in blank.  Interest accrued or accruing from the date of issuance to the date of
conversion  shall be paid in cash as set forth above on the Conversion  Date. No
fraction of a share or scrip  representing  a fraction of a share will be issued
on conversion, but the number of shares issuable shall be rounded to the nearest
whole share.  The date on which Notice of Conversion  is given (the  "Conversion
Date")  shall be deemed to be the date on which the  Holder  faxes the Notice of
Conversion  duly  executed to the Company.  Facsimile  delivery of the Notice of
Conversion  shall be accepted by the Company at facsimile  number (775) 332-5048
Attn: Neil McElwee,  Principal  Financial and Accounting  Officer.  Certificates
representing Common Stock upon conversion will be delivered to the Holder within
three (3) Trading  Days from the date the Notice of  Conversion  is delivered to
the  Company.  Delivery of shares upon  conversion  shall be made to the address
specified by the Holder in the Notice of Conversion.

     (b) The  Company  understands  that a delay in the  issuance  of  shares of
Common Stock upon a conversion  beyond the four (4) Trading Day period described
in Section 6(a) could result in economic loss to the Holder.  As compensation to
the Holder for such loss,  the Company agrees to pay late payments to the Holder
for late issuance of shares of Common Stock upon  conversion in accordance  with
the following  schedule (where "No.  Trading Days Late" is defined as the number
of  Trading  Days  beyond  three (3)  Trading  Days from the date the  Notice of
Conversion is delivered to the Company).

No. Trading Days Late                          Late Payment for Each
                                               $5,000 of Principal Amount
                                               Being Converted
-------------------------------------------------------------------------

1                                              $100

2                                              $200

3                                              $300

4                                              $400

5                                              $500

6                                              $600

7                                              $700

8                                              $800

9                                              $900

10                                             $1,000

More than 10                                   $1,000 +$200 for each Trading Day
                                               Late beyond 10 Trading Days


The  Company  shall  pay  any  payments  incurred  under  this  Section  6(b) in
immediately  available  funds upon demand.  Nothing  herein shall limit Holder's
right to pursue injunctive relief and/or actual damages for the



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<PAGE>

Company's  failure to issue and deliver  Common Stock to the holder,  including,
without  limitation,  the Holder's  actual losses  occasioned by any "buy-in" of
Common Stock necessitated by such late delivery. Furthermore, in addition to any
other  remedies  which may be  available  to the  Holder,  in the event that the
Company  fails for any reason to effect  delivery of such shares of Common Stock
within  three  (3)  Trading  Days  from the date the  Notice  of  Conversion  is
delivered  to the  Company,  the Holder will be entitled to revoke the  relevant
Notice of  Conversion  by  delivering  a notice to such  effect to the  Company,
whereupon the Company and the Holder shall each be restored to their  respective
positions  immediately  prior to delivery of such Notice of  Conversion,  and in
such  event no late  payments  shall be due in  connection  with such  withdrawn
conversion.

     (c) If at any time (a) the Company challenges, disputes or denies the right
of the Holder to effect the  conversion of this  Debenture  into Common Stock or
otherwise dishonors or rejects any Notice of Conversion  delivered in accordance
with this Section 6 or (b) any Company stockholder who is not and has never been
an  Affiliate  (as  defined  in Rule 405 under the  Securities  Act of 1933,  as
amended)  of the Holder  obtains a judgment  or any  injunctive  relief from any
court or  public  or  governmental  authority  which  denies,  enjoins,  limits,
modifies,  delays or  disputes  the  right of the  holder  hereof to effect  the
conversion of this Debenture  into Common Stock,  then the Holder shall have the
right,  by written  notice,  to require  the  Company to  promptly  redeem  this
Debenture  for cash at a redemption  price equal to one hundred  thirty  percent
(130%) of the  outstanding  principal  amount  hereof and all accrued and unpaid
interest  hereon.  Under any of the  circumstances  set forth above, the Company
shall be  responsible  for the payment of all costs and  expenses of the Holder,
including reasonable legal fees and expenses,  as and when incurred in disputing
any such  action or  pursuing  its rights  hereunder  (in  addition to any other
rights of the Holder),  subject in the case of clause (b) to the Company's right
to control  and assume the  defense  of any such  action.  In the  absence of an
injunction  precluding  the same, the Company shall issue shares upon a properly
noticed conversion.

     The  Holder  shall  be  entitled  to  exercise  its  conversion   privilege
notwithstanding  the commencement of any case under 11 U.S.C.ss.101 et seq. (the
"Bankruptcy  Code").  In the event the Company is a debtor under the  Bankruptcy
Code, the Company  hereby waives to the fullest  extent  permitted any rights to
relief it may have under 11 U.S.C.ss.362  in respect of the Holder's  conversion
privilege.

     7. No provision of this  Debenture  shall alter or impair the obligation of
the Company,  which is absolute and unconditional,  to pay the principal of, and
interest on, this  Debenture at the time,  place,  and rate,  and in the coin or
currency or shares of Common  Stock,  herein  prescribed.  This  Debenture  is a
direct obligation of the Company.

     8. If the Company merges or consolidates with another  corporation or sells
or transfers all or  substantially  all of its assets to another  person and the
holders  of the  Common  Stock are  entitled  to receive  stock,  securities  or
property  in respect of or in  exchange  for  Common  Stock (an  "Organizational
Change"), then as a condition of such merger,  consolidation,  sale or transfer,
the Company and any such successor, purchaser or transferee shall agree that the
Debenture may thereafter be converted on the terms and subject to the conditions
set  forth  above  into the kind and  amount of stock,  securities  or  property
receivable upon such  Organizational  Change by a Holder of the number of shares
of Common Stock into which this Debenture might have been converted  immediately
before such merger,  consolidation,  sale or transfer,  subject to  adjustments,
which shall be as nearly  equivalent as may be practicable.  In the event of any
proposed  Organizational  Change,  the  Holder  hereof  shall  have the right to
convert by delivering a Notice of Conversion to the Company  within fifteen (15)
days of receipt of notice of such Organizational Change from the Company. In the
event the Holder  hereof shall elect not to convert,  the Company may prepay all
outstanding  principal  and accrued  interest on this  Debenture  as provided in
Section 5, less all amounts



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<PAGE>

required by law to be  deducted,  upon which  tender of payment  following  such
notice, the right of conversion shall terminate.

     9. This Debenture shall be governed by and construed in accordance with the
laws of the State of New York. Each of the parties  consents to the jurisdiction
of the federal courts whose districts encompass any part of the City of New York
or the state  courts of the State of New York sitting in the City of New York in
connection with any dispute  arising under this Agreement and hereby waives,  to
the maximum  extent  permitted by law, any  objection,  including  any objection
based on forum non  conveniens,  to the bringing of any such  proceeding in such
jurisdictions.

     10. The following shall constitute an "Event of Default":

          a.   The Company shall default in the payment of principal or interest
               on this  Debenture and same shall  continue for a period of three
               (3) days; or

          b.   Any of the  representations  or  warranties  made by the  Company
               herein, in the Loan Agreement, the Registration Rights Agreement,
               or in any  agreement,  certificate  or financial or other written
               statements  heretofore  or hereafter  furnished by the Company in
               connection  with the execution and delivery of this  Debenture or
               the Loan  Agreement  shall be false or misleading in any material
               respect at the time made; or

          c.   The Company  fails to issue  shares of Common Stock to the Holder
               or to cause its  Transfer  Agent to issue  shares of Common Stock
               upon  exercise  by the  Holder  of the  conversion  rights of the
               Holder in accordance with the terms of this  Debenture,  fails to
               transfer  or  to  cause  its  Transfer   Agent  to  transfer  any
               certificate  for shares of Common Stock issued to the Holder upon
               conversion  of  this  Debenture  as and  when  required  by  this
               Debenture or the Registration Rights Agreement, and such transfer
               is otherwise lawful, or fails to remove any restrictive legend or
               to cause its Transfer  Agent to transfer any  certificate  or any
               shares of Common  Stock issued to the Holder upon  conversion  of
               this Debenture as and when required by this  Debenture,  the Loan
               Agreement or the  Registration  Rights  Agreement and such legend
               removal is otherwise lawful,  and any such failure shall continue
               uncured for five (5) business  days; or

               d.   The  Company  shall  fail  to  perform  or  observe,  in any
                    material  respect,  any  other  covenant,  term,  provision,
                    condition,  agreement or obligation of the Company under the
                    Loan Agreement,  the  Registration  Rights Agreement or this
                    Debenture  and such  failure  shall  continue  uncured for a
                    period of thirty  (30) days after  written  notice  from the
                    Holder of such failure; or

               e.   The Company  shall (1) admit in writing its inability to pay
                    its debts  generally as they mature;  (2) make an assignment
                    for the benefit of creditors or commence proceedings for its
                    dissolution;  or (3) apply for or consent to the appointment
                    of a  trustee,  liquidator  or  receiver  for  its  or for a
                    substantial part of its property or business; or

               f.   A trustee, liquidator or receiver shall be appointed for the
                    Company  or  for a  substantial  part  of  its  property  or
                    business  without its  consent  and shall not be  discharged
                    within sixty (60) days after such appointment; or



                                       5
<PAGE>

               g.   Any   governmental   agency  or  any   court  of   competent
                    jurisdiction  at the  instance  of any  governmental  agency
                    shall  assume  custody  or  control  of  the  whole  or  any
                    substantial  portion  of the  properties  or  assets  of the
                    Company and shall not be  dismissed  within  sixty (60) days
                    thereafter; or

               h.   Any  money  judgment,  writ or  warrant  of  attachment,  or
                    similar process in excess of One Hundred Thousand ($100,000)
                    Dollars in the  aggregate  shall be entered or filed against
                    the  Company or any of its  properties  or other  assets and
                    shall remain unpaid,  unvacated,  unbonded or unstayed for a
                    period of sixty  (60) days or in any event  later  than five
                    (5) days prior to the date of any proposed sale  thereunder;
                    or

               i.   Bankruptcy,   reorganization,   insolvency  or   liquidation
                    proceedings  or  other  proceedings  for  relief  under  any
                    bankruptcy law or any law for the relief of debtors shall be
                    instituted  by or against  the Company  and,  if  instituted
                    against the  Company,  shall not be  dismissed  within sixty
                    (60) days after such institution or the Company shall by any
                    action or answer approve of, consent to, or acquiesce in any
                    such  proceedings or admit the material  allegations  of, or
                    default  in   answering   a  petition   filed  in  any  such
                    proceeding; or

               j.   The  Company  shall  have  its  Common  Stock  suspended  or
                    delisted from trading on a Principal Market for in excess of
                    two (2) Trading Days;

Then, or at any time  thereafter,  and in each and every such case,  unless such
Event of Default  shall have been waived in writing by the Holder  (which waiver
shall not be deemed to be a waiver of any  subsequent  default) at the option of
the Holder and in the Holder's  sole  discretion,  the Holder may consider  this
Debenture immediately due and payable,  without presentment,  demand, protest or
notice of any kind, all of which are hereby expressly waived, anything herein or
in any note or other instruments contained to the contrary notwithstanding,  and
the  Holder  may  immediately  enforce  any and all of the  Holder's  rights and
remedies provided herein or any other rights or remedies afforded by law.

     11. Nothing  contained in this  Debenture  shall be construed as conferring
upon the  Holder  the right to vote or to  receive  dividends  or to  consent or
receive notice as a shareholder in respect of any meeting of shareholders or any
rights  whatsoever  as a  shareholder  of the Company,  unless and to the extent
converted in accordance with the terms hereof.

     12. In no event shall the Holder be permitted to convert this Debenture for
shares of  Common  Stock in excess  of the  amount  of this  Debenture  upon the
conversion  of which,  (x) the  number of shares of Common  Stock  owned by such
Holder  (other than shares of Common  Stock  issuable  upon  conversion  of this
Debenture)  plus  (y) the  number  of  shares  of  Common  Stock  issuable  upon
conversion of this Debenture,  would be equal to or exceed 9.9% of the number of
shares of Common Stock then issued and  outstanding,  including  shares issuable
upon conversion of this Debenture held by such Holder after  application of this
Section  12.  As used  herein,  beneficial  ownership  shall  be  determined  in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended,  and the rules  and  regulations  thereunder.  To the  extent  that the
limitation  contained in this Section 12 applies,  the  determination of whether
this  Debenture is  convertible  (in relation to other  securities  owned by the
Holder) and of which a portion of this Debenture is convertible  shall be in the
sole  discretion  of such Holder,  and the  submission of a Notice of Conversion
shall be deemed to be such Holder's  determination  of whether this Debenture is
convertible (in relation to other  securities owned by such holder) and of which
portion of this Debenture is convertible, in each case subject to such aggregate
percentage  limitation,  and the Company  shall have no  obligation to verify or
confirm the



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<PAGE>

accuracy of such  determination.  Nothing  contained  herein  shall be deemed to
restrict the right of a holder to convert this  Debenture  into shares of Common
Stock at such time as such  conversion  will not violate the  provisions of this
Section  12. The  provisions  of this  Section 12 may be waived by the Holder of
this Debenture upon not less than 75 days' prior notice to the Company,  and the
provisions  of this  Section 12 shall  continue to apply until such 75th day (or
such later date as may be specified in such notice of waiver).  No conversion of
this Debenture in violation of this Section 12 but otherwise in accordance  with
this  Debenture  shall  affect the status of the Common  Stock  issued upon such
conversion as validly issued, fully-paid and nonassessable.

     IN WITNESS  WHEREOF,  the  Company  has caused  this  Debenture  to be duly
executed by an officer thereunto duly authorized.

Dated: June 7, 2000

                                        Pawnbroker.com, Inc.

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

Attest:



-----------------------------------














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<PAGE>

                                    EXHIBIT A

                              NOTICE OF CONVERSION

   (To be Executed by the Registered Holder in order to Convert the Debenture)

     The undersigned hereby irrevocably elects to convert $ ________________  of
the principal  amount of the above Debenture No. ___ into Shares of Common Stock
of Pawnbroker.com,  Inc. (the "Company")  according to the conditions hereof, as
of the date written below.


Date of Conversion* ------------------------------------------------------------


Applicable Conversion Price * --------------------------------------------------


Accrued Interest ---------------------------------------------------------------


Signature ----------------------------------------------------------------------
                                                [Name]

Address: -----------------------------------------------------------------------

         -----------------------------------------------------------------------










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