EXHIBIT 10.9


                              EMPLOYMENT AGREEMENT

     This Employment Agreement (the "Agreement"),  effective September 13, 1999,
is entered  into by and  between  Pawnbroker.com  Inc.,  a Delaware  corporation
("Pawnbroker"),  and pawnbroker.com,  a Delaware corporation  ("Employer"),  and
Neil McElwee, a resident of the State of California ("Executive").

                                    RECITALS

     WHEREAS, Pawnbroker is a publicly-traded corporation which owns one hundred
percent (100%) of the issued and outstanding stock of Employer; and

     WHEREAS,  Employer desires to retain the services of Executive on the terms
and conditions set forth in this Agreement, and Executive desires to be employed
by Employer on such terms and conditions; and

     WHEREAS, Executive understands and acknowledges that the employment, salary
and other  compensation  and other benefits he will receive under this Agreement
are good and sufficient consideration for the restrictive covenants contained in
this Agreement.

     NOW, THEREFORE, in consideration of the promises, the mutual agreements set
forth below and other good and valuable consideration,  the receipt and adequacy
of which are hereby acknowledged, the parties agree as follows:

1. Employment. Employer hereby agrees to employ the Executive, and the Executive
agrees to accept such  employment  and perform  services for Employer,  upon the
terms and conditions set forth in this Agreement.

2. Term.  This  Agreement  shall take effect on September  13, 1999  ("Effective
Date") and shall  expire on the third  anniversary  of the  Effective  Date (the
"Term"); provided,  however, that this Agreement may be terminated at an earlier
date in accordance with Section 11 of this Agreement.

3. Position and Duties.

     A.  Service  with  Employer.  During  the  Term,  Executive  will  serve as
Employer's  Chief  Executive  Officer  and  Member  of the  Board of  Directors,
provided  that he is duly  elected by  Employer's  shareholders  as  required by
Employer's  Articles of  Incorporation  and Bylaws.  The Board of Directors will
appoint  Executive to serve on the Board of Directors on an interim  basis until
an election is held  pursuant to the  company's  Articles of  Incorporation  and
By-Laws. The Board of Directors will nominate Executive to serve on the Board of
Directors in the next election.  Executive will report directly to and will work
at the pleasure of Employer's Board of Directors.



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     B.  Performance of Duties.  Executive agrees to perform the duties assigned
to him by the Employer's Board of Directors, to serve Employer faithfully and to
the best of his ability,  and to devote his full time,  attention and efforts to
Employer's  business and affairs  during his  employment  by Employer.  However,
Executive may  participate  in  reasonable  charitable  activities  and personal
investment  activities  so long as such  activities  do not  interfere  with the
performance of his obligations under this Agreement.

4. Executive's Representations and Warranties.

     A. No Inconsistent  Commitments.  Executive represents and warrants that he
is under no contractual commitments  inconsistent with his obligations set forth
in this Agreement and that during his employment by Employer, he will not render
or perform services for any other  corporation,  firm, entity or person,  unless
Employer's  Board of  Directors  gives its prior  written  consent to  Executive
providing the services.

     B. Tax and Legal  Advice.  Executive  represents  and warrants  that he has
consulted  with  independent  tax and legal  counsel  regarding  the terms,  and
ramifications of the terms, of this Agreement.

     C.  Except as  provided to  Employer  by  Executive  prior to signing  this
Agreement,  if  provided,  Executive  represents  and  warrants  that  he has no
Inventions (as defined in Section 8 below), software, writings or other works of
authorship useful to Employer in the normal course of Employer's business, which
were  conceived,  made or written prior to the date of this  Agreement and which
are excluded from the operation of this Agreement.

     D.  Executive  represents and warrants to Employer that he has not assigned
or otherwise  transferred  any rights in any  Invention (as defined in Section 8
below) to any third party and that he is unaware of any claim that any Invention
infringes upon the Intellectual Property rights of any third party.

5. Compensation.

     A. Base Salary.  As compensation  in full for all services  rendered by the
Executive  under this  Agreement,  Employer shall pay to the Executive an annual
base salary of $200,000,  less  deductions  and  withholdings,  and according to
Employer's customary payroll practices. During the Term, Executive's base salary
may be adjusted only as described in Section 5.B, below.

     B.  Adjustments  to Base Salary.  Within 90 days after the Executive  signs
this Agreement,  Employer's Board of Directors,  with the significant assistance
of Executive,  will establish a set of reasonable  business goals that Executive
will  accomplish  during the first 12 months of the Term.  Within thirty days of
the end of that 12-month  period,  if Employer's  Board of Directors  reasonably
determines  that  Executive has met or exceeded each of the  established  goals,
Employer shall increase Executive's annual base salary by twelve percent (12%).



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     Within  60 days of the  12-month  anniversary  after  the  Effective  Date,
Employer's Board of Directors,  with the assistance of Executive, will establish
a set of reasonable  business goals that Executive  must  accomplish  during the
second 12 months of the Term.  Within  thirty  days of the end of that  12-month
period,  if Employer's Board of Directors  reasonably  determines that Executive
has met or exceeded  each of the goals  established  for that  12-month  period,
Employer  shall increase  Executive's  then current annual base salary by twelve
percent (12%).

     Executive will also receive an Equity  Financing  Bonus ("Equity  Financing
Bonus")  of  twenty-five  thousand  dollars  ($25,000.00)  net after  applicable
withholdings  if the  Employer  closes on a financing  package of  three-million
dollars ($3,000,000.00) or greater on or before April 30, 2000.

     C. Stock Options.

     (1)  Grant  of  Stock  Options.  Pursuant  and  subject  to the  terms  and
     conditions  set forth in the  Incentive  Stock  Option Plan (the "Plan") of
     Pawnbroker,  adopted in compliance with Section 422 of the Internal Revenue
     Code and the  Securities  laws of the United States,  Pawnbroker  grants to
     Executive  options  exercisable  to purchase up to 782,590 shares of common
     stock of Pawnbroker ("Executive Option").

     (2)  Vesting.  The  shares  of  common  stock of  Pawnbroker  which  may be
     purchased by Executive  pursuant to these  Executive  Options are hereafter
     termed the "Stock."  Subject to  Subsection  C.(5) below,  after,  and only
     after,  the  conditions  of the Plan have  been  satisfied,  Executive  may
     exercise  that  portion of his  Options  becoming  vested  pursuant  to the
     vesting schedule set forth herein. If Executive's  employment with Employer
     remains  full-time and continuous at all times to any of the "Vesting Date"
     specified  below,  then Executive is entitled to exercise on the applicable
     Vesting Date that number of shares  determined by multiplying the number of
     shares of each Executive Option by the "Vesting Fraction" set forth below:

         Vesting Date                                   Vesting Fraction
         ------------                                   ----------------
         On or after Sept. 13, 2000                     1/3

         13th day of each month thereafter              1/36 of balance
         for 36 months

     (3)  Price  at  Exercise.  The  price  per  share  Executive  shall  pay to
     Pawnbroker for the shares he purchases on exercise of the Executive  Option
     shall be $6.75 per  share,  or as  required  by the terms of the Plan or by
     Internal Revenue Code Section 422.



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     (4) Terms of Plan. The Plan has been established pursuant to Section 422 of
     the Internal  Revenue Code. The terms of the Plan are as set forth therein.
     If  recapitalization  of Employer is required for any reason,  adjustsments
     will be made to the number and class of shares, pursuant to the Plan.

     (5) Bonus Options. Employer shall grant to Executive options exercisable to
     acquire  additional  shares of common stock of  Pawnbroker  as an incentive
     stock option bonus (the "Bonus  Options");  provided that Executive remains
     employed full-time with Pawnbroker as Chief Executive  Officer.  Pawnbroker
     shall grant bonus options as follows:

     On  September  13 of each year  beginning  September  13,  2000 and  ending
     September 13, 2005,  options  exercisable to acquire shares of common stock
     in an amount equal to 1% of the issued and outstanding common shares on the
     date of such grant.

     (6) Option  Adjustments.  Employer  agrees that if any equity  financing of
     Pawnbroker  is made  (including  any successor  enterprise),  Employer will
     grant  additional  stock options  exercisable to acquire common stock in an
     amount sufficient to maintain the Executive's pro rata percentage of shares
     of  Pawnbroker  that he received on the date of the last stock option grant
     to  Executive  (the  "Adjustment  Options"),  provided  that  Executive  is
     actively employed on the effective date of the equity  financing.  The term
     "equity financing" in this means and includes any investment in Pawnbroker,
     including  any  debt  obligation  that is  convertible  or  accompanied  by
     warrants, options or rights to invest in Pawnbroker.

     (7) Terms of Option Adjustments and Bonus Options.

          (a) Exercise Price.  The exercise price of the Option  Adjustments and
     Bonus  Options,  if any,  shall be equal to the fair  market  value of such
     common stock,  which shall be determined  based on the five (5) day average
     closing  price of such common stock on the NASD  Over-The-Counter  Bulletin
     Board or such  other  public  market for such  common  stock on the date of
     grant.

          (b). Vesting Schedule.  The Adjustment  Options and Bonus Options,  if
     any, shall vest and become immediately  exercised by the Executive pursuant
     to the vesting schedule set forth below.

            Vesting Date                           Vesting Fraction
            ------------                           ----------------
            One year from the date of grant        1/3
            Two years from the date of grant       1/3
            Three years from the date of grant     1/3



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     (8) Tax  Indemnification.  Executive  specifically  acknowledges and agrees
     that  Employer  has  made  no  representations  to him  regarding  the  tax
     consequences of any amounts  received by him or for his benefit pursuant to
     this  Agreement.  In  consideration  for the mutual promises and agreements
     contained herein, and for other valuable consideration, Executive agrees to
     pay all federal or state  taxes,  if any,  which are  required by law to be
     paid with respect to this Agreement, save and except those amounts withheld
     by Employer in satisfaction of such taxes as provided in Section 5.A above.
     Executive further agrees to indemnify and hold Employer,  its predecessors,
     officers, directors, employees, attorneys, representatives,  successors and
     assigns   harmless  from  any  claims,   demands,   deficiencies,   levies,
     assessments, executions, judgments or recoveries by any governmental entity
     against  Employer,  or any of the  foregoing  persons or entities,  for any
     amounts claimed due on account of this Agreement or pursuant to claims made
     under any  federal or state tax laws,  and any costs,  expenses  or damages
     sustained by them by reason of any such claims,  including any amounts paid
     by Employer, its predecessors,  officers, directors,  employees, attorneys,
     representatives,   successors  and  assigns  as  taxes,   attorneys'  fees,
     deficiencies, levies, assessments, fines, penalties, interest or otherwise.

     (9) Vesting Upon "Change of Control.

          (a).  "Change of  Control"  Defined.  A "Change of  Control"  shall be
          deemed to have occurred if the  conditions set forth in any one of the
          following paragraphs shall have been satisfied:

               (i) Any "person" (as such term is used in Section 13(d) and 14(d)
               of the Securities Exchange Act of 1934, as amended (the "Exchange
               Act")) is or becomes the  "beneficial  owner" (as defined in Rule
               13d-3  under  the  Exchange  Act),  directly  or  indirectly,  of
               securities  of  Pawnbroker   (not  including  in  the  securities
               beneficially  owned  by  such  person  any  securities   acquired
               directly from  Pawnbroker or its affiliates)  representing  fifty
               percent   (50%)  or  more  of  the   combined   voting  power  of
               Pawnbroker's then outstanding securities;  provided that the term
               "person"  for   purposes  of  this   subsection   shall   exclude
               Pawnbroker;  any trustee or other  fiduciary  holding  securities
               under an employee benefit plan of Pawnbroker;  any company owned,
               directly or  indirectly,  by the  stockholders  of  Pawnbroker in
               substantially  the same  proportions  as their  ownership  of the
               stock of Pawnbroker; or

               (ii)  The   stockholders  of  Pawnbroker   approve  a  merger  or
               consolidation  of Pawnbroker with any other  corporation or other
               business entity,  other than (a) a merger or consolidation  which
               would result in the voting  securities of Pawnbroker  outstanding
               immediately prior thereto continuing to represent (either by



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<PAGE>

               remaining   outstanding   or  by  being   converted  into  voting
               securities  of the surviving  entity),  in  combination  with the
               ownership of any trustee or other  fiduciary  holding  securities
               under  an  employee   benefit  plan  of   Pawnbroker,   at  least
               seventy-five  percent  (75%) of the combined  voting power of the
               voting   securities  of  Pawnbroker  or  such  surviving   entity
               outstanding  immediately after such merger or  consolidation.  or
               (b)  a  merger  or   consolidation   effected   to   implement  a
               recapitalization of Pawnbroker (or similar  transaction) in which
               no person  acquires more than fifty percent (50%) of the combined
               voting power of Pawnbroker's then outstanding securities; or

               (iii) The  stockholders of Pawnbroker  approve a plan of complete
               liquidation  of  Pawnbroker  or an  agreement  for  the  sale  or
               disposition   by   Pawnbroker   of  all  or   substantially   all
               Pawnbroker's assets.

          (b)  Vesting of the Options  Upon Change of Control.  Upon a Change of
          Control of Pawnbroker and so long as Executive is a full-time employee
          of Employer,  the Options granted to the Executive as of the effective
          date of the Change of Control shall be deemed immediately fully vested
          and may be exercised by Executive  pursuant to this  Agreement and the
          Plan.

     (10) Termination without cause. Should Employer terminate Executive without
     cause  during the term of this  Agreement,  then the stock  options,  Bonus
     Options, Option Adjustments, and Grants that would have been awarded at the
     next  anniversary  date  from  the  date of  termination,  as set  forth in
     subsection C (2) above, shall vest and become immediately exercisable.  For
     example,  if Executive is  terminated in the third month of his second year
     of this  Agreement,  then Executive shall be treated as if he completed the
     second year of employment  and would  therefore be entitled to exercise the
     stock option available for the end of the second year of his employment.

     (11)  Securities  Laws  Restrictions.  Options will be exercised and common
     stock  issued only upon  compliance  with the  Securities  Act of 1933,  as
     amended, and any other applicable state and federal securities law.

6.  Benefits.  During the term of this  Agreement,  Executive and his spouse and
legal  dependents  residing  with  Executive  shall be entitled to all  medical,
dental,  and other  benefit  plans  offered to all  employees  by  Employer.  If
Employer,  in its  sole  discretion,  determines  to offer  additional  medical,
dental, and other benefit plans to its executive  employees,  then Employer will
offer the same additional benefits to Executive. Until such time as the Employer



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offers  medical  insurance  to  Executive  comparable  to his benefits as of the
Execution  Date,  Employer will  reimburse  Executive  $600.00 per month for his
medical insurance premium.

     A. Vacation.  Executive shall receive up to but no more than three weeks of
paid vacation during each 12-month period of the Term.  Executive may carry over
any accrued  vacation pay from year to year, up to the vacation  accrual maximum
for all employees.

     B. Automobile Lease.  Employer will reimburse  Executive for lease payments
on one automobile leased by Executive,  up to a maximum of $375.00 per month. If
Executive  leases an  automobile  with a monthly lease rate greater than $375.00
Executive shall be solely  responsible for paying the balance of the lease rate.
To the extent  required by law, the lease payments  Employer makes will reported
as  income  to  Executive.   Employer  makes  no  and  expressly  disclaims  any
representations regarding the tax consequences of this Section 6.B.

     C. Life Insurance. Subject to Executive's qualification for group term life
insurance  at terms  agreeable to  Employer,  Employer  will pay the premiums of
group  term  life  insurance  coverage  for  Executive,  in an  amount  equal to
Executive's base salary on the Effective Date,  multiplied by two. Employer will
not pay  premiums  for  Executive  in excess of 1.5 times the premium  quoted by
Employer's  insurance broker for an average man of Executive's age. In addition,
should Executive desire to purchase additional life insurance at Executive's own
expense, Employer shall assist Executive in obtaining such additional insurance.
Subject  to  the  above  cap  on  the  premium,   the  coverage   will  increase
proportionate to increases in Executive's salary.

     D. Directors and Officers Insurance.  Employer will use its best efforts to
obtain and maintain,  within ninety (90) days of the Effective  Date,  Directors
and  Officers  insurance  coverage  for  Executive  in the  amount  as  shall be
determined by the Board of Directors in their sole discretion.

     E.  Travel   Expenses.   Executive   shall  be  entitled  to  receive  full
reimbursement for all ordinary and necessary travel and  entertainment  expenses
necessarily  incurred in the performance of duties hereunder against appropriate
receipts and vouchers  describing  the specific  business  purpose for each such
expenditure.

7. Work  Location.  Executive's  primary work  location  will be the  Employer's
principal place of business or a Northern California office to be established by
Executive during the Term.  Employer may not require Executive to have a primary
work  location  other  than  in  Northern  California.  Employer  shall  provide
Executive  with a high speed  Internet  service as  available,  preferably a DSL
line, a laptop computer,  cellular  telephone,  adequate office space and office
equipment,  and  administrative  support  suitable to  Executive's  position and
adequate for the performance of his duties.

8. Assignment of Inventions.  Executive hereby assigns,  transfers, and sells to
the Employer  and/or its nominees all of his right,  title,  and interest in all
Inventions (as defined below),  including all right,  title, and interest in any
patents, copyrights, patent applications, or copyright



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applications  based  thereon,  that are  conceived or reduced to practice by him
(alone or jointly by  others)  for  Employer  in the future in  connection  with
Executive's  employment by Employer.  Executive will assist  Employer and/or its
nominees  (without  charge but at no expense  to  Executive)  at any time and in
every  proper  way to obtain  for its  and/or  their own  benefit,  patents  and
copyrights  for all such  Inventions  anywhere  in the world and to enforce  its
and/or their rights in legal proceedings.

     A. As used in this Section 8, the term  "Inventions"  includes,  but is not
limited to, all discoveries,  improvements,  processes,  developments,  designs,
know-how,   data,   computer  programs  and  formulae,   whether  patentable  or
unpatentable  or  protectable by copyright or other  intellectual  property law,
except,  in  accordance  with  California  Labor Code Section  2872,  those that
qualify fully under California Labor Code Section 2870, namely,  those for which
no equipment,  supplies,  facility or trade secret  information of Employer were
used and which were developed  entirely on Executive's own time, and in addition
(1) did not  relate at the time of  conception  or  reduction  to  practice  (a)
directly or indirectly to the business of Employer,  or (b) to Employer's actual
or demonstrably anticipated research or development,  or (2) did not result from
any work performed by Executive for Employer.

     B. Executive agrees to communicate to Employer all Inventions  conceived or
reduced to practice by him (alone or jointly by others) for the  Employer in the
future in connection with Executive's work for and employment with Employer.

     C. Notwithstanding the foregoing, Executive also assigns to Employer (or to
any of its nominees)  all rights which he may have or acquire in any  Invention,
full title to which is required to be in the United States by a contract between
Employer and the United States or any of its agencies.

     D. Executive hereby  irrevocably  designates and appoints Employer and each
of its duly authorized officers and agents as his agent and  attorney-in-fact to
act for and in his behalf and stead to execute and file any  document  and to do
all other  lawfully  permitted  acts to further the  prosecution,  issuance  and
enforcement of patents,  copyrights and other  proprietary  rights with the same
force and effect as if executed and delivered by him.

9.  Confidential  Information.  In consideration for Employer's and Pawnbroker's
promises under this Agreement,  Executive agrees that during his employment with
Employer and thereafter,  he will not directly or indirectly disclose or use any
confidential  information  that  Executive  has  obtained  about  Employer's  or
Pawnbroker's  business  activities  while an employee of  Employer,  without the
prior  written  consent  of  Employer's  or  Pawnbroker's  Board  of  Directors,
respectively.

     "Confidential   Information"  means  information  that  is  proprietary  to
Employer  or to  Pawnbroker,  or to  others  and is  entrusted  to  Employer  or
Pawnbroker, whether or not trade secrets. Confidential Information includes, but
is not limited to,  information  relating to software,  business plans as to the
business as conducted or anticipated to be conducted by Employer or



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Pawnbroker,  customer or subscriber lists and any database relating to customers
which  was  created  by  Employer  or  Pawnbroker,  and to  past or  current  or
anticipated  products  or  services  of  Employer  or  Pawnbroker.  Confidential
Information also includes, without limitation, information concerning Employer's
or Pawnbroker's purchasing,  accounting,  marketing,  selling, and services. All
information  that Executive has a reasonable  basis to consider  confidential is
Confidential Information, whether or not originated by him and without regard to
the manner in which he obtains access to it.

10. Restrictive Covenants.

     A.  Noncompetition.  In consideration of Employer's hiring of Executive and
Executive's employment hereunder,  Executive agrees that, during the "Restricted
Period" (as hereinafter  defined),  Executive shall not, directly or indirectly,
solicit or seek to perform  service or do any business  with or interact with in
exchange  for  a fee  or  other  compensation,  any  "Client"  of  Employer  (as
hereinafter defined), in any manner or capacity (e.g., as an advisor, principal,
agent,  partner,  officer,  director,  shareholder,  executive,  member  of  any
association  or otherwise).  As used herein,  "Client" shall mean all Clients of
Employer or Pawnbroker  existing during the Term of this Agreement or within six
(6) months after the date Executive's employment terminates. "Restricted Period"
shall mean the term of Executive's employment with Employer.

          (1)   Geographical   Extent  of  Covenant.   Because   Employer's  and
          Pawnbroker's  business operates on a world-wide basis, the obligations
          of  Executive  under this  Section 10 shall  apply  anywhere  in North
          America.

          (2)  Limitation  on  Covenant.  Ownership by  Executive,  as a passive
          investment,  of less than two (2) percent of the outstanding shares of
          capital  stock of any  corporation  listed  on a  national  securities
          exchange or publicly traded in the  over-the-counter  market shall not
          constitute a breach of this Section 10.A.

     B.  Nonsolicitation,  Non-hire and  Noninterference.  During the Restricted
Period  or for a period  of one (1) year  thereafter,  Executive  shall  not (a)
induce or attempt to induce any employee of Employer or  Pawnbroker to leave the
employ of Employer or  Pawnbroker,  or in any way interfere  adversely  with the
relationship between any such employee and Employer or Pawnbroker; (b) induce or
attempt to induce any  employee of Employer or  Pawnbroker  to work for,  render
services to, provide advice to, or supply confidential  business  information or
trade  secrets  of  Employer  or  Pawnbroker  to  any  third  person,   firm  or
corporation; (c) employ, or otherwise pay for services rendered by, any employee
of Employer or Pawnbroker in any business enterprise with which Executive may be
associated,  connected  or  affiliated;  or (d)  induce or attempt to induce any
customer, supplier, licensee, licensor or other business relation of Employer or
Pawnbroker to cease doing  business with Employer or  Pawnbroker,  or in any way
interfere with the relationship between any such customer,  supplier,  licensee,
licensor or other business relation and Employer or Pawnbroker.

     C. Indirect Competition or Solicitation.  Executive agrees that, during the
Restricted  Period,  Executive will not, either directly or indirectly,  assist,
solicit or encourage any other



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person in carrying out any activity that would be  prohibited by the  provisions
of this  Section 10 if such  activity  were  carried out by  Executive;  and, in
particular,  Executive  agrees  that  Executive  will not,  either  directly  or
indirectly,  induce any employee of Employer or Pawnbroker to carry out any such
activity.

     D. Notification of Employment.  If at any time during the Restricted Period
or within six months  thereafter  Executive  accepts new  employment  or becomes
affiliated with a third party,  Executive shall immediate notify Employer of the
identity and business of the new employer or affiliation.  Without  limiting the
foregoing,  Executive's  obligation to give notice under this Section 10.D shall
apply to any business  ventures in which Executive  proposes to engage,  even if
not with a third-party  employer (such as, without limitation,  a joint venture,
partnership  or sole  proprietorship).  Executive  hereby  consents  to Employer
notifying  any  such  new  employer  or  business  venture  of the  terms of the
covenants in this Section10.

11. Termination of Employment.

     A. Grounds for Termination. Executive's employment shall terminate prior to
the  expiration  of the  initial  term set forth in  Section 2 or any  extension
thereof in the event that at any time:

          (1) Executive dies, or

          (2)  Executive  becomes  "disabled,"  so that he  cannot  perform  the
          essential  functions  of  his  position  with  or  without  reasonable
          accommodation, or

          (3) The  Board of  Directors  of  Employer  elects to  terminate  this
          Agreement  for  "cause"  and  notifies  Executive  in  writing of such
          election, or

          (4) The  Board of  Directors  of  Employer  elects to  terminate  this
          Agreement  without  "cause" and notifies  Executive in writing of such
          election, or

          (5)  Executive  elects to terminate  this  Agreement  voluntarily  and
          notifies Employer in writing of such election.

     If this Agreement is terminated  pursuant to clause (1), (2) or (3) of this
Section 11.A, such termination shall be effective immediately. If this Agreement
is  terminated  pursuant  to  clause  (4) or  (5) of  this  Section  11.A,  such
termination  shall  be  effective  30  days  after  delivery  of the  notice  of
termination,  with the Employer  reserving the right to pay Executive in lieu of
said notice.

     B. "Cause" Defined. "Cause" means:

          (1)  Employer  reasonably  believes  that  Executive  has breached the
          provisions of Section 8, 9 or 10 of this Agreement in any respect, or



                                       10
<PAGE>

          (2) Employer reasonably believes that Executive has engaged in willful
          and material  misconduct,  including a violation of any of  Employer's
          written   policies,   or  willful  and  material  failure  to  perform
          Executive's duties as an officer or employee of Employer, or

          (3) Employer  reasonably  believes that Executive has committed fraud,
          misappropriation   or   embezzlement  in  connection  with  Employer's
          business, or

          (4)  Executive  has  been  arrested,  convicted  or has  pleaded  nolo
          contendere to criminal  misconduct  (except for parking violations and
          occasional minor traffic violations).

     In the event that Employer  terminates  Executive's  employment for "cause"
pursuant to clause (1), (2), (3), (4), (5), (6), or (7) of this Section 11.B and
Executive objects in writing to the Board's  determination that there was proper
"cause" for such termination  within 20 days after Executive is notified of such
termination,  the matter shall be resolved by arbitration in accordance with the
provisions  of  Section  12.A.  If  Executive   fails  to  object  to  any  such
determination  of "cause" in writing  within  such  20-day  period,  he shall be
deemed  to have  waived  his  right to  object  to that  determination.  If such
arbitration  determines that there was not proper "cause" for termination,  such
termination  shall be  deemed to be a  termination  pursuant  to  clause  (4) of
Section  11.A  and  Executive's  sole  remedy  shall  be  to  receive  the  wage
continuation benefits contemplated by Section 11.F.

     C.  Effect  of  Termination.   Notwithstanding   any  termination  of  this
Agreement,  Executive,  in consideration of his employment hereunder to the date
of such  termination,  shall remain bound by the  provisions  of this  Agreement
which  specifically  relate  to  periods,  activities  or  obligations  upon  or
subsequent to the termination of Executive's employment.

     D. "Disabled"  Defined.  "Disabled" means any mental or physical  condition
that  renders  Executive  unable  to  perform  the  essential  functions  of his
position, with reasonable  accommodation (which shall not impose an undue burden
on Employer), for a period in excess of six (6) months.

     E. Surrender of Records and Property.  Upon  termination of his employment,
Executive shall deliver  promptly to Employer all  Confidential  Information (as
that term is defined  above)  and all  records,  manuals,  books,  blank  forms,
documents,  letters, memoranda,  notes, notebooks,  reports, computer equipment,
computer disks,  computer  software,  computer programs  (including source code,
object code,  on-line  files,  documentation,  testing  materials  and plans and
reports),  designs,  drawings,  formulae, data, tables or calculations or copies
thereof that are the property of Employer or  Pawnbroker,  or that relate in any
way  to  the  business,   products,  practices  or  techniques  of  Employer  or
Pawnbroker,  and all other property,  trade secrets and confidential information
of Employer or Pawnbroker,  including, but not limited to, all documents and all
tangible,  written,  graphical,  machine readable and other materials (including
all copies) that in whole or in part contain any trade  secrets or  confidential
information  of  Employer  or  Pawnbroker,  which in any of these  cases  are in
Executive's possession or under his control.



                                       11
<PAGE>

Notwithstanding the above,  Executive may, at his option,  elect to purchase any
equipment  he  has  been  using,  provided  Executive  surrenders  all  Employer
information that may be contained on such equipment (e.g.  computer  databases).
Purchase price of equipment is fair market value at time of purchase.

     F. Salary Continuation. If Executive's employment is terminated by Employer
pursuant to clause 2 or 4 of Section 11.A within one year of the Effective Date,
Employer  shall  continue to pay to Executive his base salary (less any payments
received by Executive from any disability  income  insurance  policy provided to
him by Employer) and shall  continue to provide  health  insurance  benefits for
three  months from the date of  termination.  This  salary/benefit  continuation
period will be six months if  Executive is  terminated  more than one year after
the Effective Date.  These payments are conditioned  upon Executive  executing a
release  of  claims in a form  acceptable  to  Employer.  If this  Agreement  is
terminated pursuant to clauses 1 or 5 of Section 11.A, Executive's right to base
salary and benefits  shall  immediately  terminate,  except as may  otherwise be
required by applicable law. The salary  continuation period will commence on the
day after termination of the Agreement.

     G. If  Executive's  employment  terminates  for any reason,  Executive will
immediately resign from Employer's Board of Directors.  Such resignation will be
effective as of the date of such termination.

12. Settlement of Disputes.

     A. Arbitration.  Except as provided in Section 12.B, any claims or disputes
of any nature  between  Employer  and  Executive  arising from or related to the
performance,  breach,  termination,  expiration,  application or meaning of this
Agreement or any matter relating to Executive's employment or the termination of
that  employment by Employer  shall be resolved  exclusively  by  arbitration in
Santa Clara County,  California,  in accordance with the applicable rules of the
American Arbitration  Association.  In the event of submission of any dispute to
arbitration,  each party shall, not later than 30 days prior to the date set for
hearing,  provide  to the  other  party and to the  arbitrator(s)  a copy of all
exhibits  upon which the party  intends to rely at the hearing and a list of all
persons each party intends to call at the hearing. The fees of the arbitrator(s)
and other costs  incurred by  Executive  and  Employer in  connection  with such
arbitration shall be paid to the prevailing party in such arbitration.

     The  decision of the  arbitrator(s)  shall be final and  binding  upon both
parties.  Judgment of the award rendered by the  arbitrator(s) may be entered in
any court of competent jurisdiction.

     B. Resolution of Certain Claims--Injunctive Relief. Section 12.A shall have
no application  to claims by Employer  asserting a violation of Section 8, 9, or
10 or seeking to enforce, by injunction or otherwise,  the terms of Section 8, 9
or 10. Such  claims may be  maintained  by Employer in a lawsuit  subject to the
terms  of  Sections  12.C  and  12.D.  Executive  acknowledges  that it would be
difficult to fully compensate  Employer for damages resulting from any breach by
him of the provisions of this Agreement. Accordingly,  Executive agrees that, in
addition to, but not to the exclusion of any other  available  remedy,  Employer
shall have the right



                                       12
<PAGE>

to enforce the  provisions  of Sections 8, 9 or 10 by applying for and obtaining
temporary  and  permanent  restraining  orders  or  injunctions  from a court of
competent  jurisdiction  without the  necessity of filing a bond  therefor,  and
without the necessity of proving actual damages,  and Employer shall be entitled
to recover from Executive its reasonable  attorneys' fees and costs in enforcing
the provisions of Sections 8, 9, or 10.

     C. Venue. Any action at law, suit in equity or judicial  proceeding arising
directly,  indirectly,  or otherwise in connection  with,  out of, related to or
from this  Agreement,  or any provision  hereof,  shall be litigated only in the
courts of the State of  California,  Santa Clara  County,  or the United  States
District  Court for the Northern  District of California  sitting in Santa Clara
County.  Executive,  Employer and Pawnbroker consent to the jurisdiction of such
courts over the subject matter set forth in Section 12.B.  Executive  waives any
right he may have to  transfer  or change  the venue of any  litigation  brought
against him by Employer or Pawnbroker.

     D. Governing Law. This Agreement is made under and shall be governed by and
construed in accordance with the laws of the State of California, without regard
to conflicts of laws principles.

13. Miscellaneous Provisions.

     A. Survival of Terms. Notwithstanding the termination or expiration of this
Agreement  for  any  reason,  Executive,  in  consideration  of  his  employment
hereunder  to the  date of such  termination  or  expiration,  agrees  that  the
provisions of this Agreement which specifically relate to periods, activities or
obligations  during,  upon  or  subsequent  to the  termination  of  Executive's
employment, including, but not limited to, the covenants contained in Section 8,
9 or 10 hereof,  will survive any  termination or expiration of this  Agreement,
and that he shall remain bound by those provisions according to their terms.

     B.  Prior   Agreements.   This  Agreement   (including   other   agreements
specifically  mentioned in this Agreement)  contains the entire agreement of the
parties  relating to the  employment  of  Executive  by  Employer  and the other
matters   discussed  herein  and  supersedes  all  prior  promises,   contracts,
agreements and understandings of any kind,  whether express or implied,  oral or
written, with respect to such subject matter (including, but not limited to, any
promise, contract or understanding, whether express or implied, oral or written,
by and between  Employer  and  Executive),  and the parties  hereto have made no
agreements, representations or warranties relating to the subject matter of this
Agreement  which are not set forth herein or in the other  agreements  mentioned
herein.

     C.  Amendments.  No amendment or  modification  of this Agreement  shall be
deemed  effective  unless made in writing and signed by Executive,  Employer and
Pawnbroker.

     D. No Waiver.  No term or  condition of this  Agreement  shall be deemed to
have been waived,  nor shall there be any estoppel to enforce any  provisions of
this  Agreement,  except by a statement in writing  signed by the party  against
whom  enforcement of the waiver or estoppel is sought.  Any written waiver shall
not be deemed a continuing waiver unless specifically stated,



                                       13
<PAGE>

shall  operate only as to the specific term or condition  waived,  and shall not
constitute  a waiver of such term or  condition  for the future or as to any act
other than as specifically set forth in the waiver.

     E. Assignment. This Agreement shall not be assignable, in whole or in part,
by any party  without  the  written  consent  of the other  party,  except  that
Employer or  Pawnbroker  may,  without the consent of  Executive,  assign  their
rights and obligations  under this Agreement to any  corporation,  firm or other
business  entity  with or  into  which  Employer  or  Pawnbroker  may  merge  or
consolidate,  or to which  Employer or  Pawnbroker  may sell or transfer  all or
substantially  all  of  its  assets,  or of  which  50% or  more  of the  equity
investment and of the voting control is owned, directly or indirectly, by, or is
under common ownership with, Employer or Pawnbroker.  After any such assignment,
Employer and Pawnbroker shall be discharged from all further liability hereunder
and such assignee  shall  thereafter be deemed to be Employer or Pawnbroker  for
the purposes of all provisions of this Agreement.

     F.  Severability.  To the extent any provision of this  Agreement  shall be
determined to be invalid or  unenforceable in any  jurisdiction,  such provision
shall be deemed to be deleted from this Agreement as to such jurisdiction  only,
and the validity and  enforceability  of the remainder of such  provision and of
this Agreement  shall be unaffected.  In furtherance of and not in limitation of
the  foregoing,   Executive  expressly  agrees  that  should  the  duration  of,
geographical scope of, or business  activities covered by, any provision of this
Agreement be in excess of that which is valid or  enforceable  under  applicable
law in a given jurisdiction,  then such provision, as to such jurisdiction only,
shall be construed to cover only that duration, geography or activities that may
validly or enforceably be covered. Executive acknowledges the uncertainty of the
law in this  respect  and  expressly  stipulates  that this  Agreement  shall be
construed in a manner that renders its provisions  valid and  enforceable to the
maximum extent (not exceeding its express terms)  possible under  applicable law
in each applicable jurisdiction.

IN WITNESS WHEREOF,  the parties have executed this Agreement as of the date set
forth in the first paragraph.

PAWNBROKER.COM INC.                     PAWNBROKER.COM

By /s/ Joseph Schlader             By /s/ Joseph Schlader
   --------------------------         ----------------------------

Its President                      Its President


EXECUTIVE                               EXECUTIVE'S SPOUSE

/s/ Neil A. McElwee                     [/s/ Illegible]
------------------------------          ------------------------------
Neil A. McElwee                         ------------------------------
                                        (Print Name)





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