EXHIBIT 10.1

                            Certificate of Amendment


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                              PAWNBROKER.COM, INC.



     Pursuant  to Section  242 of the  General  Corporation  Law of the State of
Delaware, PAWNBROKER.COM, INC., a Delaware corporation (the "Corporation"), DOES
HEREBY CERTIFY:

     FIRST: That the name of the Corporation is PAWNBROKER.COM, INC.

     SECOND:  That the Board of Directors of the Corporation,  acting by consent
in lieu of a special meeting pursuant to Section 141 of the General  Corporation
Law of the State of Delaware,  duly authorized and adopted resolutions on May 4,
2001,  setting forth proposed  amendments to the Certificate of Incorporation of
the Corporation  and declaring said amendments to be advisable and  recommending
approval  of  such  amendment  by  the  stockholders  of  the  Corporation.  The
resolution setting forth the proposed amendments is as follows:

         FURTHER RESOLVED:  that, upon stockholder approval,  the Certificate of
         Incorporation  of the  Corporation  be  amended  to: (i)  decrease  the
         authorized  share  capital of the  Corporation  by  reducing  the total
         number of  authorized  shares of capital  stock from One Hundred  Fifty
         Million (150,000,000) shares,  consisting of one hundred million shares
         (100,000,000)  of Common Stock,  par value $0.0001 per share, and fifty
         million shares  (50,000,000) of Preferred  Stock, par value $0.0001 per
         share,  to  Sixty  Million  (60,000,000)  shares,  consisting  of fifty
         million  shares  (50,000,000)  of Common  Stock,  par value $0.0001 per
         share,  and ten million shares  (10,000,000)  of Preferred  Stock,  par
         value  $0.0001  per share,  effective  at 5:00 p.m.  (Eastern  Daylight
         Savings Time) on August 1, 2001 (the "Effective Time"); and (ii) effect
         a 1 for 10 combination of the 50,803,567 issued and outstanding  shares
         of Common  Stock of the  Corporation,  with a par value of $0.0001,  so
         that the issued and outstanding share capital of the Corporation, after
         such reverse split, shall consist of approximately 5,080,357 issued and
         outstanding  shares  of  Common  Stock,  with a par  value of  $0.0001,
         effective at the Effective  Time, by amending  subparagraph  (a) of the
         FOURTH paragraph of the Certificate of Incorporation in its entirety as
         follows:

                    (a) Authorized  Capital Stock. The total number of shares of
                    capital stock which the  Corporation  is authorized to issue
                    shall be sixty million  (60,000,000)  shares,  consisting of
                    fifty million shares (50,000,000) of common stock, par value
                    $0.0001 per share ("Common  Stock"),  and ten million shares
                    (10,000,000) of preferred stock, par value $0.0001 per share
                    ("Preferred  Stock").  The Fifty Million Eight Hundred Three
                    Thousand Five Hundred Sixty-Seven (50,803,567) shares of
<PAGE>

                    issued and outstanding Common Stock of the Corporation, with
                    a par value of $0.0001,  either  issued and  outstanding  or
                    held by the Corporation as treasury stock, immediately prior
                    to 5:00 P.M.  (Eastern  Daylight  Savings Time) on August 1,
                    2001  (the  "Effective   Time"),   shall  be   automatically
                    reclassified  and changed (without further act) so that each
                    ten (10) shares of Common  Stock issued and  outstanding  at
                    the Effective  Time shall  represent one (1)  fully-paid and
                    non-assessable  shares of Common Stock,  with a par value of
                    $0.0001. All warrants, stock options, convertible debentures
                    and other  rights to obtain or hold  shares of Common  Stock
                    existing  immediately prior to the Effective Time shall also
                    be  subject  to  the  one-share  for  ten-share  combination
                    described above.  Fractional shares resulting from the share
                    combination  described  above will be rounded up to the next
                    whole share.

     THIRD:  That thereafter,  pursuant to resolution of the Board of Directors,
an annual meeting of the  stockholders  of the  Corporation  was duly called and
held on July 5, 2001, upon notice in accordance  with  applicable  provisions of
the  General  Corporation  Law of the State of  Delaware,  at which  meeting the
necessary  number of shares as  required  by statue  were  voted in favor of the
amendment set forth in this Certificate of Amendment.

     FOURTH:  That this  amendment  shall be  effective  at 5:00  P.M.  (Eastern
Daylight Savings Time) on August 1, 2001.

     FIFTH:  That this  Certificate  of Amendment was duly adopted in accordance
with the provisions of Section 242 of the General  Corporation  Law of the State
of Delaware.

             DATED this 18th day of July, 2001.


                               By:  ___ /s/ William Galine__
                                    William Galine

                               Title: Vice President and Director




<PAGE>


State of Nevada                                  )
                                                 ) ss.
County of Washoe                                 )

         On July 18,  2001,  personally  appeared  before  me, a Notary  Public,
William  Galine,  Vice  President  and  Director of  Pawnbroker.com,  Inc.,  who
acknowledged that he executed the above instrument.


                                            ____/s/ Yvonne J. Kline_____
                                            Signature of Notary

Yvonne J. Kline
Notary Public - State of Nevada
Appointment Recorded in Washoe County
No. 92-1051-2  Expires May 11, 2004