EXHIBIT 10.37


                              Pawnbroker.com, Inc.
                              85 Keystone, Suite F
                                 Reno, NV 89503
                               Tel: (775) 332-5047

                                  July 19, 2000


Gestrow Investments Limited
C/o Dr. Dr. Batliner & Partner
Aeulestrasse 74
FL-9490 Vaduz, Liechtenstein
Attn.:  Mr. Hans Gassner

     Re:  Amendment to Common Stock Purchase Agreement

Gentlemen:

     Reference is made to that  certain  Common Stock  Purchase  Agreement  (the
"Purchase  Agreement"),  dated July 6, 2000, between  Pawnbroker.com,  Inc. (the
"Company") and Gestrow  Investments  Limited (the "Purchaser").  It has recently
come to the  attention  of the parties  that in order to register for resale the
Common  Stock  to be  purchased  pursuant  to the  Purchase  Agreement,  certain
provisions of the Purchase Agreement must be deleted or revised. The Company and
the Purchaser hereby agree to delete or revise said provisions from the Purchase
Agreement.

     In consideration of the mutual covenants and agreements  contained  herein,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties hereby agree to restate the following
section of the Purchase Agreement as follows:

          Section  1.1 (d) "Draw  Down  Pricing  Period"  shall mean a period of
     twenty-two (22) consecutive Trading Days beginning on the date specified in
     the Draw Down  Notice,  such date to occur only on or after the date of the
     Draw Down Notice.

          Section 5.3 Conditions Precedent to the Obligation of the Purchaser to
     accept a Draw Down and Purchase the Shares.

          The  obligation  hereunder  of the  Purchaser  to  accept a Draw  Down
     request  and  to  acquire  and  pay  for  the  Shares  is  subject  to  the
     satisfaction,  at or before each Draw Down  Exercise  Date,  of each of the
     conditions set forth below.

          Section  6.1 (b) Only one Draw Down shall be allowed in each Draw Down
     Pricing Period. The price per



<PAGE>


     share paid by the  Purchaser  shall be based on the Average  Daily Price on
     each separate  Trading Day during the Draw Down Pricing Period.  The number
     of shares of Common Stock  purchased by the Purchaser  with respect to each
     Draw  Down  shall be  determined  on a daily  basis  during  each Draw Down
     Pricing  Period and settled on a weekly basis (each such date, a "Draw Down
     Exercise Date". If the Average Daily Price is less than the Threshold Price
     on any Trading Day within the Draw Down Pricing  Period,  the Company shall
     not sell the Shares otherwise to be sold for such day.

          Section  6.1(d) The Company shall have the right to issue and exercise
     a Draw Down of up to  $2,000,000  of the  Company's  Common  Stock per Draw
     Down,  subject to the limitations set forth immediately  below. The minimum
     Draw Down shall be $250,000.

          Section 7.1 The term of this  Agreement  shall be eighteen (18) months
     from the Effective Date.


Except  as  specifically  amended  by the  terms of this  letter,  the  Purchase
Agreement and its exhibits shall remain unmodified and in full force and effect,
and shall not be in any way  changed,  modified or  superseded  by the terms set
forth  herein.  All terms  used but not  defined in this  letter  shall have the
meanings set forth in the Purchase Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]











                                       2

<PAGE>

     This Agreement may be executed in any number of counterparts,  all of which
taken  together shall  constitute  one and the same  instrument and shall become
effective when  counterparts have been signed by each party and delivered to the
other parties  hereto,  it being  understood  that all parties need not sign the
same counterpart. Execution may be made by delivery by facsimile.

     If the foregoing  correctly  sets forth our  understanding  and  agreement,
please so indicate by signing where indicated below.

                                       PAWNBROKER.COM, INC.

                                       By: /s/ Joseph Schlader
                                           ------------------------------------
                                           Joseph Schlader, President


ACCEPTED AND AGREED TO:

GESTROW INVESTMENTS LIMITED

By: /s/ illegible
    ----------------------------------
    Authorized Signatory












                                       3