EXHIBIT 10.20


                          REGISTRATION RIGHTS AGREEMENT

     This Registration  Rights Agreement (the "Agreement"),  dated as of June 5,
2000,  is made by and  between  the party or parties  signatory  hereto  (each a
"Lender" and collectively the "Lenders"),  and Pawnbroker.com,  Inc., a Delaware
corporation (the "Company").  Terms not otherwise  defined herein shall have the
meanings  ascribed to such terms in that certain loan agreement dated as of June
5, 2000 (the "Loan Agreement") made by and between the Company and the Lenders.

     WHEREAS,  simultaneously with the execution and delivery of this Agreement,
the  Lenders  are,  collectively  and in the  aggregate,  lending  the  Company,
pursuant to the Loan Agreement,  $500,000 of principal  amount,  in exchange for
the Company's issuance of certain 9% Convertible Debentures and a Stock Purchase
Warrant  (each a "Warrant"  and  collectively  the  "Warrants")  exercisable  to
acquire shares of the Company's common stock; and

     WHEREAS,  the  Company  desires to grant to the  Lenders  the  registration
rights set forth  herein  with  respect to (i) the  Conversion  Shares of Common
Stock issuable upon conversion of the Convertible  Debentures purchased pursuant
to the Loan  Agreement  and (ii) shares of Company  Common Stock  issuable  upon
exercise of the Warrants (the "Warrant Shares");

     WHEREAS,  hereinafter  the  Conversion  Shares and the  Warrant  Shares are
referred to as the "Stock" or "Securities" of the Company.

     NOW, THEREFORE, the parties hereto mutually agree as follows:

     Section 1.  Registrable  Securities.  As used herein the term  "Registrable
Security"  means the Securities  until (i) the  Registration  Statement has been
declared  effective by the Commission,  and all Securities have been disposed of
pursuant to the Registration Statement, (ii) all Securities have been sold under
circumstances  under which all of the applicable  conditions of Rule 144 (or any
similar  provision then in force) under the Securities Act ("Rule 144") are met,
(iii) all Securities  have been  otherwise  transferred to holders who may trade
such Securities  without  restriction  under the Securities Act, and the Company
has  delivered  a new  certificate  or  other  evidence  of  ownership  for such
Securities not bearing a restrictive legend or (iv) such time as, in the opinion
of counsel to the Company,  all Securities may be sold without any time,  volume
or manner limitations  pursuant to Rule 144(k) (or any similar provision then in
effect) under the Securities Act. The term  "Registrable  Securities"  means any
and/or all of the  securities  falling  within  the  foregoing  definition  of a
"Registrable   Security."   In  the   event  of  any   merger,   reorganization,
consolidation, recapitalization or other change in corporate structure affecting
the Common Stock,  such adjustment  shall be deemed to be made in the definition
of "Registrable  Security" as is appropriate in order to prevent any dilution or
enlargement of the rights granted pursuant to this Agreement.



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<PAGE>

     Section  2.  Restrictions  on  Transfer.   Each  Lender   acknowledges  and
understands that prior to the registration of the Securities as provided herein,
the Securities are  "restricted  securities" as defined in Rule 144  promulgated
under the Act. Each Lender  understands  that no  disposition or transfer of the
Securities  may be made by Lender in the absence of (i) an opinion of counsel to
the Lender, in form and substance reasonably  satisfactory to the Company,  that
such transfer may be made without  registration under the Securities Act or (ii)
such registration.

     With a view to making  available  to the Lenders  the  benefits of Rule 144
under  the  Securities  Act or any  other  similar  rule  or  regulation  of the
Commission  that may at any time  permit the Lenders to sell  securities  of the
Company to the public without registration ("Rule 144"), the Company agrees to:

     (a) comply with the provisions of paragraph (c)(1) of Rule 144; and

     (b) file with the  Commission  in a timely  manner  all  reports  and other
documents  required  to be filed with the  Commission  pursuant to Section 13 or
15(d) under the Exchange Act by  companies  subject to either of such  sections,
irrespective   of  whether  the  Company  is  then  subject  to  such  reporting
requirements.

     Section 3. Demand Registration Rights With Respect to the Securities.

     (a) The Company  shall  prepare and file with the  Securities  and Exchange
Commission  ("Commission"),  within  thirty (30) days after the  Closing  Date a
registration   statement  (on  Form  S-3,  S-1  or  SB-2  or  other  appropriate
registration  statement  form)  under  the  Securities  Act  (the  "Registration
Statement"),  at the sole expense of the Company  (except as provided in Section
3(c) hereof),  in respect of the Lenders,  so as to permit a public offering and
resale of the  Securities  under the Act by the Lenders as selling  stockholders
and not as underwriters.

     The Company  shall cause such  Registration  Statement to become  effective
within ninety (90) days from the Closing Date,  or, if earlier,  within five (5)
days of SEC clearance to request  acceleration of  effectiveness.  The number of
shares  designated in the Registration  Statement to be registered shall include
all the Warrant  Shares and at least 200% of the number of shares  issuable upon
conversion of the Convertible  Debentures on the Trading Date immediately  prior
to the filing date, and shall include  appropriate  language  regarding reliance
upon Rule 416 to the extent permitted by the Commission. The Company will notify
the  Lenders  of the  effectiveness  of the  Registration  Statement  within one
Trading Day of such event.  In the event that the number of shares so registered
shall prove to be  insufficient to register the resale of all of the Securities,
then the Company  shall be obligated to file,  within thirty (30) days of notice
from any Lender,  a further  Registration  Statement  registering such remaining
shares  and shall  use  diligent  best  efforts  to  prosecute  such  additional
Registration  Statement to effectiveness  within ninety (90) days of the date of
such notice.

     (b) The Company will maintain the Registration  Statement or post-effective
amendment  filed under this Section 3 effective  under the  Securities Act until
the  earlier  of (i) the  date  that  none  of the  Securities  covered  by such
Registration  Statement are or may become issued and outstanding,  (ii) the date
that all of the Securities have been sold pursuant to



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<PAGE>

such  Registration  Statement,  (iii) the date the Lenders receive an opinion of
counsel to the Company,  which  counsel  shall be  reasonably  acceptable to the
Lenders,  that the  Securities  may be sold  under  the  provisions  of Rule 144
without  limitation  as to  volume,  (iv) all  Securities  have  been  otherwise
transferred to persons who may trade such shares without  restriction  under the
Securities  Act,  and the  Company  has  delivered  a new  certificate  or other
evidence of ownership for such securities not bearing a restrictive  legend,  or
(v) until three (3) years from the Effective  Date,  (vi) all  Securities may be
sold without any time, volume or manner  limitations  pursuant to Rule 144(k) or
any similar  provision then in effect under the Securities Act in the opinion of
counsel to the Company,  which  counsel  shall be  reasonably  acceptable to the
Lender (the "Effectiveness Period").

     (c) All fees,  disbursements and out-of-pocket  expenses and costs incurred
by the Company in connection with the preparation and filing of the Registration
Statement under  subparagraph  3(a) and in complying with applicable  securities
and Blue Sky laws  (including,  without  limitation,  all attorneys' fees of the
Company)  shall be borne by the  Company.  The  Lenders  shall  bear the cost of
underwriting  and/or  brokerage  discounts,   fees  and  commissions,   if  any,
applicable to the Securities being registered and the fees and expenses of their
counsel.  The Lenders and their counsel shall have a reasonable  period,  not to
exceed five (5) Trading Days, to review the proposed  Registration  Statement or
any  amendment  thereto,  prior to filing with the  Commission,  and the Company
shall provide each Lender with copies of any comment  letters  received from the
Commission with respect thereto within two (2) Trading Days of receipt  thereof.
The Company shall qualify any of the  securities  for sale in such states as any
Lender  reasonably  designates and shall furnish  indemnification  in the manner
provided  in Section 6 hereof.  However,  the  Company  shall not be required to
qualify in any state which will require an escrow or other restriction  relating
to the Company and/or the sellers,  or which will require the Company to qualify
to do business in such state or require the Company to file  therein any general
consent to service of  process.  The  Company  at its  expense  will  supply the
Lenders with copies of the applicable  Registration Statement and the prospectus
included  therein  and other  related  documents  in such  quantities  as may be
reasonably requested by the Lenders.

     (d) The  Company  shall not be  required  by this  Section 3 to  include an
Lender's  Securities in any  Registration  Statement which is to be filed if, in
the opinion of counsel for both the Lender and the Company (or,  should they not
agree, in the opinion of another  counsel  experienced in securities law matters
acceptable  to counsel for the Lender and the Company) the proposed  offering or
other  transfer  as to which  such  registration  is  requested  is exempt  from
applicable  federal and state securities laws and would result in all purchasers
or transferees  obtaining securities which are not "restricted  securities",  as
defined in Rule 144 under the Securities Act.

     (e) In the event that (i) the Registration  Statement is not filed with the
Commission  within thirty (30) days of the Closing Date, (ii) such  Registration
Statement is not  declared  effective  by the  Commission  within the earlier of
ninety (90) days from the Required Closing Date or five (5) days of clearance by
the Commission to request  effectiveness,  (iii) such Registration  Statement is
not  maintained  as effective by the Company for the period set forth in Section
3(b) above or (iv) the additional  Registration Statement referred to in Section
3(a) is not filed within  thirty (30) days or declared  effective  within ninety
(90) days as set forth therein



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<PAGE>

(each a "Registration Default") then the Company will pay Lender (pro rated on a
daily basis),  as  liquidated  damages for such failure and not as a penalty two
percent (2%) of the aggregate  principal  amount of the  Convertible  Debentures
purchased from the Company (including any portion of the Convertible  Debentures
that were converted into Common Stock before any date of  determination  and are
still held by the  Lender)  and held by the Lender  for every  month  until such
Registration  Statement has been filed,  and in the event of late  effectiveness
(in case of clause  (ii) above) or lapsed  effectiveness  (in the case of clause
(iii)  above),  two  percent  (2%)  of the  aggregate  principal  amount  of the
Convertible  Debentures purchased from the Company (including any portion of the
Convertible  Debentures that were converted into Common Stock before any date of
determination  and are still held by the Lender) for every month  (regardless of
whether  one or more  such  Registration  Defaults  are then in  existence,  but
without duplication of liquidated damages) until such Registration Statement has
been declared effective. Such payment of the liquidated damages shall be made to
the Lenders in cash, within five (5) calendar days of demand, provided, however,
that the payment of such  liquidated  damages shall not relieve the Company from
its obligations to register the Securities pursuant to this Section.  The market
value of the Common Stock for this purpose  shall be the closing  price (or last
trade,  if so  reported)  on the  Principal  Market  for  each day  during  such
Registration Default. Notwithstanding anything to the contrary contained herein,
a failure to maintain the  effectiveness of an filed  Registration  Statement or
the ability of an Lender to use an otherwise effective Registration Statement to
effect resales of Securities  during the period after 45 days and within 90 days
from the end of the  Company's  fiscal  year  resulting  solely from the need to
update the Company's financial statements contained or incorporated by reference
in such Registration  Statement shall not constitute a Registration  Default and
shall not trigger the accrual of liquidated damages hereunder.

     If the  Company  does not remit the  payment  to the  Lenders  as set forth
above,  the  Company  will  pay the  Lenders  reasonable  costs  of  collection,
including   attorneys'  fees,  in  addition  to  the  liquidated  damages.   The
registration  of the Securities  pursuant to this provision  shall not affect or
limit the Lenders' other rights or remedies as set forth in this Agreement.

     (f) No provision  contained  herein shall preclude the Company from selling
securities  pursuant to any  Registration  Statement  in which it is required to
include Securities pursuant to this Section 3.

     (g) If at any time or from  time to time  after the  effective  date of any
Registration  Statement,  the  Company  notifies  the  Lenders in writing of the
existence of a Potential  Material Event (as defined in Section 3(h) below), the
Lenders  shall  not  offer  or  sell  any  Securities  or  engage  in any  other
transaction involving or relating to Securities,  from the time of the giving of
notice with  respect to a  Potential  Material  Event until the Lenders  receive
written  notice from the Company that such  Potential  Material Event either has
been  disclosed  to the public or no longer  constitutes  a  Potential  Material
Event; provided,  however, that the Company may not so suspend the right to such
holders of Securities for more than twenty (20) days in the aggregate during any
twelve month period, during the period the Registration Statement is required to
be in effect, and if such period is exceeded, such event shall be a Registration
Default.  If a  Potential  Material  Event  shall  occur  prior  to  the  date a
Registration



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<PAGE>

Statement is required to be filed,  then the  Company's  obligation to file such
Registration Statement shall be delayed without penalty for not more than twenty
(20) days, and such delay or delays shall not constitute a Registration Default.
The Company must, if lawful, give the Lenders notice in writing at least two (2)
Trading Days prior to the first day of the blackout period.

     (h)  "Potential  Material  Event"  means  any of  the  following:  (a)  the
possession by the Company of material  information  not ripe for disclosure in a
registration  statement,  as  determined  in good  faith by the Chief  Executive
Officer  or the  Board of  Directors  of the  Company  that  disclosure  of such
information in a Registration Statement would be detrimental to the business and
affairs of the  Company;  or (b) any  material  engagement  or  activity  by the
Company  which would,  in the good faith  determination  of the Chief  Executive
Officer or the Board of  Directors  of the  Company,  be  adversely  affected by
disclosure in a registration  statement at such time, which  determination shall
be accompanied by a good faith  determination by the Chief Executive  Officer or
the Board of Directors of the Company that the applicable Registration Statement
would be materially misleading absent the inclusion of such information.

     Section 4.  Cooperation  with Company.  The Lenders will cooperate with the
Company in all respects in  connection  with this  Agreement,  including  timely
supplying  all  information  reasonably  requested  by the Company  (which shall
include all information regarding the Lenders and proposed manner of sale of the
Registrable  Securities required to be disclosed in any Registration  Statement)
and executing and  returning  all documents  reasonably  requested in connection
with the registration  and sale of the Registrable  Securities and entering into
and  performing  their  obligations  under any  underwriting  agreement,  if the
offering is an  underwritten  offering,  in usual and customary  form,  with the
managing underwriter or underwriters of such underwritten  offering.  Nothing in
this  Agreement  shall  obligate  any  Lender  to  consent  to  be  named  as an
underwriter  in any  Registration  Statement.  The  obligation of the Company to
register the Registrable  Securities  shall be absolute and  unconditional as to
those  Securities  which the  Commission  will permit to be  registered  without
naming the Lenders as underwriters. Any delay or delays caused by the Lenders by
failure to cooperate as required  hereunder  shall not constitute a Registration
Default.

     Section 5. Registration Procedures. If and whenever the Company is required
by any of the provisions of this Agreement to effect the  registration of any of
the Registrable Securities under the Act, the Company shall (except as otherwise
provided  in this  Agreement),  as  expeditiously  as  possible,  subject to the
Lenders'  assistance and cooperation as reasonably required with respect to each
Registration Statement:

     (a)  (i)  prepare  and  file  with  the  Commission   such  amendments  and
supplements to the Registration  Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration  Statement effective and
to  comply  with the  provisions  of the Act with  respect  to the sale or other
disposition of all securities  covered by such registration  statement  whenever
the Lenders  shall  desire to sell or otherwise  dispose of the same  (including
prospectus supplements with respect to the sales of securities from time to time
in connection  with a registration  statement  pursuant to Rule 415  promulgated
under  the Act) and  (ii)  take all  lawful  action  such  that  each of (A) the
Registration Statement and any amendment



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<PAGE>

thereto does not, when it becomes  effective,  contain an untrue  statement of a
material fact or omit to state 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 and (B) the prospectus  forming part of the
Registration Statement, and any amendment or supplement thereto, does not at any
time during the  Registration  Period include an untrue  statement of a material
fact or omit to state 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;

     (b) (i)  prior  to the  filing  with  the  Commission  of any  Registration
Statement (including any amendments thereto) and the distribution or delivery of
any prospectus (including any supplements thereto), provide draft copies thereof
to the  Lenders as required by Section  3(c) and reflect in such  documents  all
such  comments  as the  Lenders  (and  their  counsel)  reasonably  may  propose
respecting  the  Selling  Shareholders  and Plan of  Distribution  sections  (or
equivalents)  and (ii)  furnish  to each  Lender  such  numbers  of  copies of a
prospectus including a preliminary  prospectus or any amendment or supplement to
any prospectus,  as applicable,  in conformity with the requirements of the Act,
and such other  documents,  as such  Lender may  reasonably  request in order to
facilitate the public sale or other  disposition of the securities owned by such
Lender;

     (c)  register  and  qualify  the  Registrable  Securities  covered  by  the
Registration  Statement  under  such other  securities  or blue sky laws of such
jurisdictions  as  the  Lenders  shall   reasonably   request  (subject  to  the
limitations set forth in Section 3(c) above),  and do any and all other acts and
things which may be  necessary or advisable to enable each Lender to  consummate
the public sale or other  disposition  in such  jurisdiction  of the  securities
owned by such Lender;

     (d) list  such  Registrable  Securities  on the  Principal  Market,  if the
listing of such Registrable Securities is then permitted under the rules of such
Principal Market;

     (e)  notify  each  Lender at any time when a  prospectus  relating  thereto
covered by the Registration Statement is required to be delivered under the Act,
of the happening of any event of which it has knowledge as a result of which the
prospectus included in the Registration  Statement,  as then in effect, includes
an  untrue  statement  of a  material  fact or omits to  state a  material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading  in the light of the  circumstances  then  existing,  and the Company
shall  prepare and file a curative  amendment  under  Section 5(a) as quickly as
commercially possible;

     (f) as promptly as practicable  after becoming aware of such event,  notify
each Lender who holds Registrable  Securities being sold (or, in the event of an
underwritten  offering,  the  managing  underwriters)  of  the  issuance  by the
Commission  of any stop order or other  suspension of the  effectiveness  of the
Registration  Statement at the earliest possible time and take all lawful action
to effect  the  withdrawal,  recession  or  removal  of such stop order or other
suspension;

     (g) cooperate  with the Lenders to facilitate  the timely  preparation  and
delivery of certificates  for the Registrable  Securities to be offered pursuant
to the Registration



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<PAGE>

Statement and enable such  certificates for the Registrable  Securities to be in
such denominations or amounts, as the case may be, as the Lenders reasonably may
request and  registered  in such names as the Lenders may request;  and,  within
three (3) Trading Days after a Registration Statement which includes Registrable
Securities  is declared  effective  by the  Commission,  deliver and cause legal
counsel  selected  by the  Company  to  deliver  to the  transfer  agent for the
Registrable  Securities (with copies to the Lenders) an appropriate  instruction
and, to the extent necessary, an opinion of such counsel;

     (h) take all such other lawful actions reasonably necessary to expedite and
facilitate  the  disposition by the Lenders of their  Registrable  Securities in
accordance with the intended methods  therefor  provided in the prospectus which
are customary for issuers to perform under the circumstances;

     (i)  in  the  event  of  an  underwritten  offering,  promptly  include  or
incorporate  in a  prospectus  supplement  or  post-effective  amendment  to the
Registration  Statement such information as the managers reasonably agree should
be included therein and to which the Company does not reasonably object and make
all required filings of such prospectus  supplement or post-effective  amendment
as soon as  practicable  after it is  notified  of the matters to be included or
incorporated in such Prospectus supplement or post-effective amendment; and

     (j) maintain a transfer agent and registrar for its Common Stock.

     Section 6. Indemnification.

     (a) To the maximum extent permitted by law, the Company agrees to indemnify
and hold  harmless the Lenders and each  person,  if any, who controls an Lender
within the meaning of the Securities Act (each a "Distributing  Lender") against
any losses, claims,  damages or liabilities,  joint or several (which shall, for
all purposes of this Agreement,  include,  but not be limited to, all reasonable
costs of  defense  and  investigation  and all  reasonable  attorneys'  fees and
expenses),  to which the  Distributing  Lender  may  become  subject,  under the
Securities  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
untrue  statement or alleged untrue  statement of any material fact contained in
any  Registration  Statement,  or any related  final  prospectus or amendment or
supplement  thereto,  or arise out of or are based upon the  omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements therein not misleading; provided, however, that
the Company  will not be liable in any such case to the extent,  and only to the
extent, that any such loss, claim, damage or liability arises out of or is based
upon an untrue  statement  or alleged  untrue  statement  or omission or alleged
omission made in such  Registration  Statement,  preliminary  prospectus,  final
prospectus  or  amendment  or  supplement  thereto  in  reliance  upon,  and  in
conformity  with,   written   information   furnished  to  the  Company  by  the
Distributing  Lender, its counsel,  affiliates or any underwriter,  specifically
for use in the preparation thereof. This indemnity agreement will be in addition
to any liability which the Company may otherwise have.

     (b) To the maximum extent permitted by law, each Distributing Lender agrees
that it will indemnify and hold harmless the Company, and each officer and



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director of the Company or person,  if any, who controls the Company  within the
meaning  of  the  Securities  Act,  against  any  losses,   claims,  damages  or
liabilities (which shall, for all purposes of this Agreement,  include,  but not
be  limited  to,  all  reasonable  costs of defense  and  investigation  and all
reasonable  attorneys'  fees and  expenses)  to which  the  Company  or any such
officer,  director or controlling person may become subject under the Securities
Act or otherwise,  insofar as such losses,  claims,  damages or liabilities  (or
actions in respect  thereof) arise out of or are based upon any untrue statement
or alleged untrue  statement of any material fact contained in any  Registration
Statement,  or any related final prospectus or amendment or supplement  thereto,
or arise out of or are based upon the omission or the alleged  omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements therein not misleading, but in each case only to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in such Registration Statement, final prospectus or amendment or supplement
thereto in reliance upon, and in conformity with, written information  furnished
to the Company by such  Distributing  Lender,  its  counsel,  affiliates  or any
underwriter,  specifically  for use in the preparation  thereof.  This indemnity
agreement will be in addition to any liability which the Distributing Lender may
otherwise  have.   Notwithstanding   anything  to  the  contrary   herein,   the
Distributing Lender shall be liable under this Section 6(b) for only that amount
as does not exceed the net proceeds to such  Distributing  Lender as a result of
the sale of Registrable Securities pursuant to the Registration Statement.

     (c) Promptly after receipt by an indemnified  party under this Section 6 of
notice of the  commencement of any action against such indemnified  party,  such
indemnified  party will, if a claim in respect thereof is to be made against the
indemnifying  party  under this  Section 6,  notify  the  indemnifying  party in
writing  of  the  commencement  thereof;  but  the  omission  so to  notify  the
indemnifying  party will not relieve the  indemnifying  party from any liability
which it may have to any  indemnified  party except to the extent the failure of
the indemnified party to provide such written  notification  actually prejudices
the ability of the  indemnifying  party to defend such action.  In case any such
action  is  brought  against  any  indemnified   party,   and  it  notifies  the
indemnifying party of the commencement  thereof,  the indemnifying party will be
entitled to  participate  in, and, to the extent that it may wish,  jointly with
any other  indemnifying  party similarly  notified,  assume the defense thereof,
subject to the provisions  herein stated and after notice from the  indemnifying
party to such  indemnified  party  of its  election  so to  assume  the  defense
thereof,  the indemnifying  party will not be liable to such  indemnified  party
under this Section 6 for any legal or other  expenses  subsequently  incurred by
such  indemnified  party in  connection  with the  defense  thereof  other  than
reasonable  costs of  investigation,  unless the  indemnifying  party  shall not
pursue the action to its final  conclusion.  The indemnified  parties as a group
shall have the right to employ one  separate  counsel in any such  action and to
participate  in the defense  thereof,  but the fees and expenses of such counsel
shall not be at the expense of the indemnifying  party if the indemnifying party
has assumed the defense of the action with counsel  reasonably  satisfactory  to
the  indemnified  party  unless  (i) the  employment  of such  counsel  has been
specifically  authorized in writing by the indemnifying party, or (ii) the named
parties to any such action  (including any impleaded  parties)  include both the
indemnified  party and the  indemnifying  party and the indemnified  party shall
have been  advised by its counsel  that there may be one or more legal  defenses
available to the indemnifying party different from or in conflict with any legal
defenses which may be available to the



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<PAGE>

indemnified party or any other indemnified party (in which case the indemnifying
party shall not have the right to assume the defense of such action on behalf of
such  indemnified  party, it being  understood,  however,  that the indemnifying
party  shall,   in  connection   with  any  one  such  action  or  separate  but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable only for the reasonable
fees and expenses of one separate firm of attorneys for the  indemnified  party,
which  firm  shall be  designated  in  writing  by the  indemnified  party).  No
settlement of any action against an indemnified  party shall be made without the
prior  written  consent of the  indemnified  party,  which  consent shall not be
unreasonably  withheld  so long as such  settlement  includes a full  release of
claims against the indemnified party.

     All fees and expenses of the indemnified party (including  reasonable costs
of defense and  investigation in a manner not inconsistent with this Section and
all reasonable  attorneys'  fees and expenses)  shall be paid to the indemnified
party,  as incurred,  within ten (10) Trading Days of written  notice thereof to
the indemnifying  party (regardless of whether it is ultimately  determined that
an indemnified  party is not entitled to  indemnification  hereunder;  provided,
that the indemnifying  party may require such indemnified  party to undertake to
reimburse  all such fees and  expenses  to the extent it is  finally  judicially
determined  that  such  indemnified  party is not  entitled  to  indemnification
hereunder).

     Section  7.  Contribution.  In order  to  provide  for  just and  equitable
contribution  under the Securities Act in any case in which (i) the  indemnified
party  makes a claim for  indemnification  pursuant  to  Section 6 hereof but is
judicially  determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide
for  indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any indemnified  party,  then the Company and the
applicable Distributing Lender shall contribute to the aggregate losses, claims,
damages  or  liabilities  to which  they may be subject  (which  shall,  for all
purposes of this Agreement, include, but not be limited to, all reasonable costs
of defense and investigation  and all reasonable  attorneys' fees and expenses),
in either such case (after  contribution  from  others) on the basis of relative
fault as well as any other relevant equitable considerations. The relative fault
shall be determined  by reference to, among other things,  whether the untrue or
alleged untrue  statement of a material fact or the omission or alleged omission
to state a material fact relates to  information  supplied by the Company on the
one hand or the  applicable  Distributing  Lender  on the  other  hand,  and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent such statement or omission.  The Company and the Distributing
Lender agree that it would not be just and equitable if contribution pursuant to
this Section 7 were  determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable  considerations referred
to in this  Section 7. The amount paid or payable by an  indemnified  party as a
result of the  losses,  claims,  damages or  liabilities  (or actions in respect
thereof)  referred  to above in this  Section 7 shall be deemed to  include  any
legal  or  other  expenses  reasonably  incurred  by such  indemnified  party in
connection with  investigating  or defending any such action or claim. No person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the



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<PAGE>

Securities  Act) shall be entitled to  contribution  from any person who was not
guilty of such fraudulent misrepresentation.

Notwithstanding any other provision of this Section 7, in no event shall any (i)
Lender be required to undertake liability to any person under this Section 7 for
any  amounts in excess of the dollar  amount of the  proceeds  received  by such
Lender from the sale of such Lender's  Registrable  Securities  (after deducting
any  fees,  discounts  and  commissions  applicable  thereto)  pursuant  to  any
Registration  Statement under which such  Registrable  Securities are registered
under the Securities Act and (ii) underwriter be required to undertake liability
to any person  hereunder  for any amounts in excess of the  aggregate  discount,
commission or other compensation payable to such underwriter with respect to the
Registrable  Securities  underwritten  by it and  distributed  pursuant  to such
Registration Statement.

     Section 8. Notices. All notices, demands,  requests,  consents,  approvals,
and other communications required or permitted hereunder shall be in writing and
shall be delivered as set forth in the Loan Agreement.

     Section 9.  Assignment.  This  Agreement  is binding upon and inures to the
benefit  of the  parties  hereto  and their  respective  heirs,  successors  and
permitted  assigns.  The rights  granted the Lenders under this Agreement may be
assigned to any purchaser of substantially all of the Registrable Securities (or
the  rights  thereto)  from  an  Lender,  as  otherwise  permitted  by the  Loan
Agreement.

     Section 10. Additional Covenants of the Company. The Company agrees that at
such time as it otherwise meets the  requirements  for the use of Securities Act
Registration   Statement  on  Form  S-3  for  the  purpose  of  registering  the
Registrable Securities, it shall file all reports and information required to be
filed  by it with the  Commission  in a timely  manner  and take all such  other
action so as to maintain such eligibility for the use of such form.

     Section 11.  Counterparts/Facsimile.  This Agreement may be executed in two
or more  counterparts,  each of which shall  constitute an original,  but all of
which, when together shall constitute but one and the same instrument, and shall
become  effective when one or more  counterparts  have been signed by each party
hereto and delivered to the other parties. In lieu of the original,  a facsimile
transmission  or copy of the original  shall be as effective and  enforceable as
the original.

     Section  12.  Remedies.   The  remedies  provided  in  this  Agreement  are
cumulative  and not  exclusive  of any  remedies  provided  by law. If any term,
provision,  covenant  or  restriction  of this  Agreement  is held by a court of
competent  jurisdiction  to be  invalid,  illegal,  void or  unenforceable,  the
remainder of the terms, provisions,  covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected,  impaired
or invalidated,  and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction.



                                       10
<PAGE>

     Section 13.  Conflicting  Agreements.  The Company shall not enter into any
agreement with respect to its securities  that is  inconsistent  with the rights
granted to the holders of Registrable  Securities in this Agreement or otherwise
prevents the Company from complying with all of its obligations hereunder.

     Section 14.  Headings.  The headings in this  Agreement  are for  reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

     Section 15. Governing Law, Arbitration. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York applicable to
contracts  made in New York by persons  domiciled  in New York City and  without
regard to its  principles of conflicts of laws. Any dispute under this Agreement
shall be submitted to  arbitration  under the American  Arbitration  Association
(the "AAA") in New York City,  New York,  and shall be finally and  conclusively
determined  by the decision of a board of  arbitration  consisting  of three (3)
members  (hereinafter  referred  to as the "Board of  Arbitration")  selected as
according to the rules governing the AAA. The Board of Arbitration shall meet on
consecutive business days in New York City, New York, and shall reach and render
a decision in writing (concurred in by a majority of the members of the Board of
Arbitration)  with  respect to the  amount,  if any,  which the losing  party is
required to pay to the other party in respect of a claim  filed.  In  connection
with  rendering its decisions,  the Board of Arbitration  shall adopt and follow
the laws of the State of New York.  To the extent  practical,  decisions  of the
Board of  Arbitration  shall be rendered no more than thirty (30)  calendar days
following  commencement  of  proceedings  with  respect  thereto.  The  Board of
Arbitration  shall cause its written  decision  to be  delivered  to all parties
involved in the dispute.  Any decision made by the Board of Arbitration  (either
prior to or after the  expiration of such thirty (30) calendar day period) shall
be final,  binding and conclusive on the parties to the dispute, and entitled to
be enforced to the fullest  extent  permitted by law and entered in any court of
competent  jurisdiction.  The Board of  Arbitration  shall be authorized  and is
hereby  directed  to enter a  default  judgment  against  any party  failing  to
participate in any proceeding hereunder within the time periods set forth in the
AAA rules.  The  non-prevailing  party to any  arbitration (as determined by the
Board of Arbitration) shall pay the expenses of the prevailing party,  including
reasonable attorneys' fees, in connection with such arbitration. Any party shall
be  entitled  to obtain  injunctive  relief  from a court in any case where such
relief  is  available,  and the  non-prevailing  party  in any  such  injunctive
proceeding shall pay the expenses of the prevailing party,  including reasonable
attorneys' fees, in connection with such injunctive proceeding.





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<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed, on this 7th day of June, 2000.

                                      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









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