EXHIBIT 10.31



                          REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION  RIGHTS AGREEMENT,  dated as of July 6, 2000, between Gestrow
Investments Limited ("Purchaser"), and Pawnbroker.com, Inc. (the "Company").

     WHEREAS,  simultaneously with the execution and delivery of this Agreement,
pursuant  to a Common  Stock  Purchase  Agreement  dated  the date  hereof  (the
"Purchase  Agreement") the Purchaser has committed to purchase up to $24,000,000
worth of the  Company's  Common Stock  (terms not defined  herein shall have the
meanings ascribed to them in the Purchase Agreement); and

     WHEREAS,  the Company  desires to grant to the Purchaser  the  registration
rights set forth herein with  respect to the shares of Common Stock  issuable at
the direction of the Company  under the Purchase  Agreement  (collectively,  the
"Shares")  and the shares  issuable  upon  exercise of the Warrants from time to
time (the "Warrant Shares") (hereinafter referred to collectively 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) 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 persons 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.

     Section  2.  Restrictions  on  Transfer.  The  Purchaser  acknowledges  and
understands  that  in  the  absence  of  an  effective   Registration  Statement
authorizing the resale of the Securities as provided herein,  the Securities are
"restricted  securities" as defined in Rule 144  promulgated  under the Act. The
Purchaser  understands  that no disposition or transfer of the Securities may be
made by Purchaser in the absence of (i) an opinion of counsel to the  Purchaser,
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.


<PAGE>


     With a view to making  available to the  Purchaser 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 Purchaser 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 by the  Company  pursuant to Section 13 or 15(d)
under the  Exchange  Act;  and,  if at any time it is not  required to file such
reports but in the past had been required to or did file such reports,  it will,
upon the request of any Purchaser,  make available other information as required
by, and so long as  necessary  to permit  sales of, its  Registrable  Securities
pursuant to Rule 144.

     Section 3. Registration Rights With Respect to the Shares.

     (a) The Company  will  prepare and file with the  Securities  and  Exchange
Commission  ("Commission"),  within  forty-five (45) days after the date of this
Agreement,  a registration  statement (on Form S-3 or S-1, or other  appropriate
form of  registration  statement)  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 Purchaser,  so as to permit a public  offering and
resale of the Shares under the Act by Purchaser.

     The Company shall use its best efforts to cause the Registration  Statement
to become  effective  within  ninety  (90) days from the date of filing,  or, if
earlier,  within  five (5) days of SEC  clearance  to  request  acceleration  of
effectiveness.  The Company will notify  Purchaser of the  effectiveness  of the
Registration Statement within one Trading Day of such event.

     (b) The Company will maintain the Registration  Statement or post-effective
amendment  filed under this Section 3 hereof  effective under the Securities Act
until the earlier of (i) the date that none of the  Securities are or may become
issued and outstanding,  (ii) the date that all of the Securities have been sold
pursuant  to the  Registration  Statement,  (iii) the date the  holders  thereof
receive an opinion of counsel to the Company,  which counsel shall be reasonably
acceptable  to the  Purchaser,  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) 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  Purchaser  (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




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Purchaser 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 its counsel.  The  Purchaser  and its counsel  shall have a
reasonable  period,  not to exceed ten (10) Trading Days, to review the proposed
Registration  Statement  or any  amendment  thereto,  prior to  filing  with the
Commission,  and the Company  shall  provide each  Purchaser  with copies of any
comment letters received from the Commission with respect thereto within two (2)
Trading Days of receipt thereof. The Company shall make reasonably available for
inspection  by  Purchaser,  any  underwriter  participating  in any  disposition
pursuant to the Registration  Statement,  and any attorney,  accountant or other
agent retained by such Purchaser or any such underwriter all relevant  financial
and other records,  pertinent  corporate documents and properties of the Company
and its subsidiaries,  and cause the Company's officers, directors and employees
to supply all  information  reasonably  requested by such  Purchaser or any such
underwriter,  attorney,  accountant or agent in connection with the Registration
Statement, in each case, as is customary for similar due diligence examinations;
provided,  however,  that  all  records,  information  and  documents  that  are
designated  in  writing  by  the  Company,   in  good  faith,  as  confidential,
proprietary  or containing  any material  non-public  information  shall be kept
confidential by such Purchaser and any such underwriter, attorney, accountant or
agent (pursuant to an appropriate  confidentiality  agreement in the case of any
such  Purchaser or agent),  unless such  disclosure is made pursuant to judicial
process in a court  proceeding  (after first  giving the Company an  opportunity
promptly  to seek a  protective  order  or  otherwise  limit  the  scope  of the
information  sought to be  disclosed)  or is required  by law, or such  records,
information or documents  become  available to the public generally or through a
third party not in violation of an accompanying  obligation of  confidentiality;
and provided further that, if the foregoing inspection and information gathering
would otherwise disrupt the Company's  conduct of its business,  such inspection
and information  gathering shall, to the maximum extent possible, be coordinated
on behalf of the Purchaser and the other parties entitled thereto by one firm of
counsel  designed by and on behalf of the majority in interest of Purchaser  and
other parties.  The Company shall qualify any of the securities for sale in such
states as such Purchaser 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 Purchaser with copies of the Registration  Statement and
the prospectus  included therein and other related  documents in such quantities
as may be reasonably requested by the Purchaser.

     (d) The  Company  shall not be  required  by this  Section  3 to  include a
Purchaser's Securities in any Registration Statement which is to be filed if, in
the opinion of counsel for both the Purchaser  and the Company (or,  should they
not agree,  in the opinion of another  counsel  experienced  in  securities  law
matters  acceptable  to counsel for the  Purchaser 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) If at any time or from  time to time  after the  effective  date of the
Registration  Statement,  the Company  notifies the  Purchaser in writing of the
existence of a




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<PAGE>

Potential Material Event (as defined in Section 3(f) below), the Purchaser 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 such Purchaser  receives 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 if the Company so suspends the right to such holders of Securities for more
than twenty (20) days in the aggregate  during any twelve month  period,  during
the  periods  the  Registration  Statement  is required to be in effect then the
Company must  compensate  the  Purchaser  for any decline in market value of the
Securities held by Purchaser at the beginning of such suspension through the end
of such suspension.  If a Potential Material Event shall occur prior to the date
the Registration  Statement is filed, then the Company's  obligation to file the
Registration Statement shall be delayed without penalty for not more than thirty
(30) days.  The Company must give  Purchaser  notice in writing at least two (2)
Trading Days prior to the first day of the blackout period, if lawful to do so.

     (f)  "Potential  Material  Event"  means  any of  the  following:  (a)  the
possession  by  the  Company  of  material  information  that  is 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 or that disclosure of
such  information  in the  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 Registration
Statement  would  be  materially   misleading   absent  the  inclusion  of  such
information.

     Section 4.  Cooperation  with Company.  Purchaser  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 Purchaser and proposed manner of sale of
the  Registrable  Securities  required  to  be  disclosed  in  the  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 its 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.  The
Purchaser  consents to be named as an underwriter in the Registration  Statement
in accordance with current Commission policy.

     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
Purchaser's assistance and cooperation as reasonably required:

     (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




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<PAGE>

registration  statement  whenever the Purchaser of such  Registrable  Securities
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 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, 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  Purchasers  and  reflect  in such  documents  all such  comments  as the
Purchasers  (and their counsel)  reasonably may propose and (ii) furnish to each
Purchaser  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
Purchaser may reasonably request in order to facilitate the public sale or other
disposition of the securities owned by such Purchaser;

     (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  Purchaser  shall  reasonably  request  (subject  to  the
limitations set forth in Section 3(d) above),  and do any and all other acts and
things  which  may be  necessary  or  advisable  to  enable  each  Purchaser  to
consummate  the public sale or other  disposition  in such  jurisdiction  of the
securities  owned by such  Purchaser,  except that the Company shall not for any
such purpose be required to qualify to do business as a foreign  corporation  in
any  jurisdiction  wherein it is not so qualified or to file therein any general
consent to service of process;

     (d) list such Registrable Securities on the Principal Market, and any other
exchange on which the Common Stock of the Company is then listed, if the listing
of such  Registrable  Securities  is then  permitted  under  the  rules  of such
exchange or the Nasdaq Stock Market;

     (e) notify Purchaser 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
Purchaser  (or,  in  the  event  of  an  underwritten   offering,  the  managing
underwriters)  of the issuance by the  Commission or any state  authority of any
stop order or other suspension of the




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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 Purchaser to facilitate the timely  preparation  and
delivery of certificates  for the Registrable  Securities to be offered pursuant
to the Registration  Statement and enable such  certificates for the Registrable
Securities to be in such  denominations  or amounts,  as the case may be, as the
Purchaser  reasonably  may request and registered in such names as the Purchaser
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  Purchaser
whose  Registrable  Securities are included in such  Registration  Statement) 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 Purchaser of its  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) The Company  agrees to indemnify  and hold  harmless the  Purchaser and
each  person,  if any,  who  controls  the  Purchaser  within the meaning of the
Securities Act ("Distributing Purchaser") 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), to which the  Distributing
Purchaser 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 the  Registration  Statement,  or any related
preliminary prospectus,  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  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 the  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  Purchaser,  specifically for use in the preparation
thereof. This Section 6(a) shall not inure to the




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benefit of any Distributing  Purchaser with respect to any person asserting such
loss, claim, damage or liability who purchased the Registrable  Securities which
are the subject thereof if the Distributing Purchaser failed to send or give (in
violation  of the  Securities  Act  or the  rules  and  regulations  promulgated
thereunder) a copy of the prospectus contained in such Registration Statement to
such person at or prior to the written  confirmation  to such person of the sale
of such Registrable  Securities,  where the Distributing Purchaser was obligated
to do so under  the  Securities  Act or the rules  and  regulations  promulgated
thereunder.  This indemnity agreement will be in addition to any liability which
the Company may otherwise have.

     (b) Each  Distributing  Purchaser  agrees that it will  indemnify  and hold
harmless the Company,  and each officer,  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) 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
the  Registration  Statement,  or  any  related  preliminary  prospectus,  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  the  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 such  Distributing  Purchaser,  specifically  for use in the
preparation  thereof.  This  indemnity  agreement  will  be in  addition  to any
liability which the Distributing Purchaser may otherwise have.

     (c) Promptly after receipt by an indemnified  party under this Section 6 of
notice of the  commencement  of any action,  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 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 of actual prejudice  demonstrated by the indemnifying  party. 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 party shall have the
right to employ  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; provided that if the indemnified party is the




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Distributing  Purchaser,  the fees and expenses of such counsel  shall be at the
expense of the indemnifying party if (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
Distributing Purchaser and the indemnifying party and the Distributing Purchaser
shall  have been  advised  by such  counsel  that there may be one or more legal
defenses available to the indemnifying party in conflict with any legal defenses
which  may be  available  to the  Distributing  Purchaser  (in  which  case  the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the Distributing Purchaser, 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  Distributing
Purchaser,  which  firm  shall be  designated  in  writing  by the  Distributing
Purchaser).  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.  The  indemnifying  party shall advance the
expenses of the  indemnified  party  within ten  business  days of receipt of an
itemized  invoice  therefor,  against a written  undertaking of the  indemnified
party to return  such  advance  in the event a court of  competent  jurisdiction
finally   determines   that  the   indemnified   party  was  not   entitled   to
indemnification.

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




                                       8
<PAGE>

Notwithstanding any other provision of this Section 7, in no event shall any (i)
Purchaser be required to undertake  liability to any person under this Section 7
for any  amounts  in  excess of the  dollar  amount  of the net  proceeds  to be
received  by such  Purchaser  from  the  sale of  such  Purchaser's  Registrable
Securities  (after  deducting  any fees,  discounts and  commissions  applicable
thereto)  pursuant to any  Registration  Statement under which such  Registrable
Securities are to be 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 the Registration Statement.

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

     Section  9.  Assignment.  Neither  this  Agreement  nor any  rights  of the
Purchaser or the Company  hereunder may be assigned by either party to any other
person.  Notwithstanding  the  foregoing,  (a) the  provisions of this Agreement
shall inure to the benefit of, and be  enforceable  by, any transferee of any of
the Common Stock purchased by the Purchaser pursuant to the Purchase  Agreement,
and (b) upon the prior written  consent of the Company,  which consent shall not
be unreasonably withheld or delayed in the case of an assignment to an affiliate
of the Purchaser,  the Purchaser's interest in this Agreement may be assigned at
any time,  in whole or in part,  to any other  person or entity  (including  any
affiliate of the Purchaser) who agrees to be bound hereby.

     Section 10.  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 party.  In lieu of the  original,  a facsimile
transmission  or copy of the original  shall be as effective and  enforceable as
the original.

     Section  11.  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.  It is
hereby  stipulated  and  declared to be the  intention  of the parties that they
would have executed the remaining terms, provisions,  covenants and restrictions
without including any of such that may be hereafter  declared invalid,  illegal,
void or unenforceable.

     Section 12.  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.




                                       9
<PAGE>

     Section 13.  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  14.  Governing  Law.  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 action may be brought as set
forth  in the  Purchase  Agreement.  Any  party  shall  have  the  right to seek
injunctive  relief from any court of  competent  jurisdiction  in any case where
such relief is available.

     Section 15. Severability.  If any provision of this Agreement shall for any
reason be held invalid or  unenforceable,  such  invalidity  or  unenforceablity
shall  not  affect  any  other  provision  hereof  and this  Agreement  shall be
construed as if such invalid or unenforceable provision had never been contained
herein.  Terms not otherwise  defined herein shall be defined in accordance with
the Agreement.










                                       10
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed, on this 6 day of July, 2000.

                                   Pawnbroker.com, Inc.

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


                                   Purchaser:

                                   Gestrow Investments Limited

                                   By:
                                       -----------------------------------------
                                       Hans Gassner, Authorized Signatory