EXHIBIT 10.32


                                ESCROW AGREEMENT

     THIS ESCROW AGREEMENT (this "Agreement") is made as of July 6, 2000, by and
among Pawnbroker.com, Inc., a corporation incorporated under the laws of Nevada,
(the "Company"), Gestrow Investments Limited ("Purchaser"), and Epstein Becker &
Green,  P.C.,  having an address  at 250 Park  Avenue,  New York,  NY 10177 (the
"Escrow  Agent").  Capitalized  terms used but not defined herein shall have the
meanings set forth in the Common  Stock  Purchase  Agreement  referred to in the
first recital.

     WHEREAS,  the Purchaser will from time to time as requested by the Company,
purchase  shares of the Company's  Common Stock from the Company as set forth in
that certain Common Stock Purchase  Agreement (the "Purchase  Agreement")  dated
the date hereof  between the Purchaser and the Company,  which will be issued as
per the terms and conditions contained herein and in the Purchase Agreement; and

     WHEREAS, the Company and the Purchaser have requested that the Escrow Agent
hold in escrow and then distribute the initial documents and certain funds which
are conditions  precedent to the  effectiveness of the Purchase  Agreement,  and
have further  requested that upon each exercise of a Draw Down, the Escrow Agent
hold the relevant documents and the applicable purchase price pending receipt by
Purchaser of certificates  representing  the securities  issuable upon such Draw
Down;

     NOW,  THEREFORE,  in  consideration  of the covenants  and mutual  promises
contained  herein and other good and  valuable  consideration,  the  receipt and
legal  sufficiency of which are hereby  acknowledged and intending to be legally
bound hereby, the parties agree as follows:

                                   ARTICLE I

                   TERMS OF THE ESCROW FOR THE INITIAL CLOSING

     1.1.  The parties  hereby  agree to  establish  an escrow  account with the
Escrow Agent whereby the Escrow Agent shall hold the funds and  documents  which
are referenced in Section 5.2 of the Purchase Agreement.

     1.2. At the Closing, the Company shall deliver to the Escrow Agent:

          (i)       the original executed  Registration  Rights Agreement in the
                    form of Exhibit A to the Purchase Agreement;

          (ii)      the original executed opinion of Dorsey & Whitney LLP in the
                    form of Exhibit C to the Purchase Agreement; ---------

          (iii)     the sum of  $35,000  for  the  non-accountable  expenses  of
                    Ladenburg Thalmann & Co. Inc.;



<PAGE>


          (iv)      the  sum  of  $35,000  for  the  fees  and  expenses  of the
                    Purchaser's counsel;

          (v)       the original  executed  Company  counterpart  of this Escrow
                    Agreement;

          (vi)      the original  executed  Company  counterpart of the Purchase
                    Agreement;

          (vii)     the original executed Initial Warrant in the form of Exhibit
                    E to the Purchase Agreement; and ---------

          (viii)    a warrant  certificate  issued to  Ladenburg  Thalmann & Co.
                    Inc. to  purchase up to a number of shares of the  Company's
                    Common Stock identical to that of the Initial Warrant with a
                    term  and at an  exercise  price  identical  to  that of the
                    Initial Warrant (the "Finder Warrant").

     1.3. Upon receipt of the  foregoing,  and receipt of executed  counterparts
from Purchaser of the Purchase Agreement,  the Registration Rights Agreement and
this Escrow  Agreement,  the Escrow Agent shall  calculate and enter the number,
the exercise price,  the issuance date and the  termination  date on the face of
the Warrant and Finder Warrant, as appropriate,  and shall immediately  transfer
the sum of Thirty-Five  Thousand Dollars $35,000 to Epstein Becker & Green, P.C.
("EB&G"),  250 Park Avenue,  New York, New York 10177 for the Purchaser's legal,
administrative and escrow costs sum of Thirty-Five  Thousand Dollars $35,000, as
a non-accountable expense allowance to Ladenburg Thalmann & Co. Inc. and deliver
the Finder  Warrant to Ladenburg  Thalmann & Co. Inc. and the Escrow Agent shall
then  arrange  to have  the  Purchase  Agreement,  this  Escrow  Agreement,  the
Registration  Rights  Agreement,  the Initial Warrant and the opinion of counsel
delivered to the appropriate parties.

                                   ARTICLE II

                     TERMS OF THE ESCROW FOR EACH DRAW DOWN

     2.1.  Each time the Company  shall send a Draw Down Notice to the Purchaser
as provided in the Purchase  Agreement,  it shall send a copy, by facsimile,  to
the Escrow Agent.

     2.2. Each time the Purchaser shall purchase Shares pursuant to a Draw Down,
the Purchaser  shall send the applicable  purchase price of the Draw Down Shares
to the Escrow  Agent,  which  shall  advise the  Company in writing  that it has
received  the  purchase  price for such  Draw Down  Shares.  The  Company  shall
promptly, but no later than three (3) Trading Days after receipt of such funding
notice from the Escrow  Agent,  cause its transfer  agent to issue the Draw Down
Shares  to the  Purchaser  via  DTC  deposit  to the  account  specified  by the
Purchaser  from  time to time and  deliver  to the  Escrow  Agent  the Draw Down
Warrants  and a warrant  certificate  for a number of  shares.  Upon  receipt of
written  confirmation  from the transfer  agent or from the Purchaser  that such
Draw Down Shares have been so deposited and the Draw Down Warrants a




2
<PAGE>

warrant  certificate issued to Ladenburg Thalmann & Co. Inc. to purchase up to a
number of shares of the Company's  Common Stock identical to that of the Initial
Warrant with a term and at an exercise price  identical to that of the Draw Down
Warrant (the  "Finder Draw Down  Warrant")  have been so  delivered,  the Escrow
Agent shall  calculate and enter the number,  the exercise  price,  the Issuance
Date  and the  Termination  Date on the face of the Draw  Down  Warrant  and the
Finder Draw Down  Warrant  and shall  within one (1) Trading Day wire 93% of the
purchase price per the written  instructions of the Company, net of One Thousand
Five Hundred $1,500 as escrow expenses to the Escrow Agent, and the remaining 7%
of the purchase price as directed by Ladenburg Thalmann & Co. Inc.

                                  ARTICLE III

                                  MISCELLANEOUS

     3.1. No waiver or any breach of any covenant or provision  herein contained
shall be deemed a waiver of any preceding or succeeding  breach  thereof,  or of
any other  covenant or  provision  herein  contained.  No  extension of time for
performance  of any  obligation  or act shall be deemed an extension of the time
for performance of any other obligation or act.

     3.2. All notices or other  communications  required or permitted  hereunder
shall be in writing, and shall be sent by fax, overnight courier,  registered or
certified mail, postage prepaid,  return receipt requested,  and shall be deemed
received upon receipt thereof, as set forth in the Purchase Agreement.

     3.3.  This Escrow  Agreement  shall be binding  upon and shall inure to the
benefit of the permitted successors and permitted assigns of the parties hereto.

     3.4.  This Escrow  Agreement is the final  expression  of, and contains the
entire agreement between,  the parties with respect to the subject matter hereof
and  supersedes  all prior  understandings  with  respect  thereto.  This Escrow
Agreement may not be modified, changed,  supplemented or terminated, nor may any
obligations  hereunder  be waived,  except by written  instrument  signed by the
parties to be charged or by their  respective  agents duly authorized in writing
or as otherwise expressly permitted herein.

     3.5.  Whenever  required  by the  context  of this  Escrow  Agreement,  the
singular shall include the plural and masculine shall include the feminine. This
Escrow Agreement shall not be construed as if it had been prepared by one of the
parties,  but rather as if both parties had prepared the same.  Unless otherwise
indicated, all references to Articles are to this Escrow Agreement.

     3.6. The parties hereto expressly agree that this Escrow Agreement shall be
governed by, interpreted under and construed and enforced in accordance with the
laws of the State of New York. Except as expressly set forth herein,  any action
to enforce,  arising out of, or relating in any way to, any  provisions  of this
Escrow  Agreement  shall brought in the Federal or state courts of New York, New
York as is more fully set forth in the Purchase Agreement.



3
<PAGE>

     3.7. The Escrow Agent's duties hereunder may be altered,  amended, modified
or revoked  only by a writing  signed by the Company,  Purchaser  and the Escrow
Agent.

     3.8. The Escrow Agent shall be obligated  only for the  performance of such
duties as are  specifically set forth herein and may rely and shall be protected
in relying or refraining  from acting on any instrument  reasonably  believed by
the  Escrow  Agent to be genuine  and to have been  signed or  presented  by the
proper party or parties. The Escrow Agent shall not be personally liable for any
act the Escrow  Agent may do or omit to do  hereunder  as the Escrow Agent while
acting  in good  faith,  excepting  only its own  gross  negligence  or  willful
misconduct,  and any act done or  omitted by the Escrow  Agent  pursuant  to the
advice of the Escrow Agent's  attorneys-at-law  (other than Escrow Agent itself)
shall be conclusive evidence of such good faith.

     3.9. The Escrow Agent is hereby  expressly  authorized to disregard any and
all  warnings  given by any of the  parties  hereto  or by any  other  person or
corporation,  excepting  only  orders or  process of courts of law and is hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case the Escrow Agent obeys or complies with any such order,  judgment
or decree,  the Escrow Agent shall not be liable to any of the parties hereto or
to any  other  person,  firm or  corporation  by  reason  of such  decree  being
subsequently reversed,  modified,  annulled, set aside, vacated or found to have
been entered without jurisdiction.

     3.10. The Escrow Agent shall not be liable in any respect on account of the
identity,  authorization  or rights of the parties  executing or  delivering  or
purporting  to execute or deliver the  Purchase  Agreement  or any  documents or
papers deposited or called for thereunder or hereunder.

     3.11.  The Escrow Agent shall be entitled to employ such legal  counsel and
other  experts as the Escrow  Agent may deem  necessary  properly  to advise the
Escrow Agent in connection  with the Escrow Agent's duties  hereunder,  may rely
upon  the  advice  of  such  counsel,   and  may  pay  such  counsel  reasonable
compensation  therefor.  The  Escrow  Agent has acted as legal  counsel  for the
Purchaser, and may continue to act as legal counsel for the Purchaser, from time
to time,  notwithstanding its duties as the Escrow Agent hereunder.  The Company
consents to the Escrow Agent in such capacity as legal counsel for the Purchaser
and waives any claim that such representation  represents a conflict of interest
on the part of the Escrow Agent. The Company  understands that the Purchaser and
the Escrow Agent are relying  explicitly on the foregoing  provision in entering
into this Escrow Agreement.

     3.12. The Escrow Agent's  responsibilities  as escrow agent hereunder shall
terminate if the Escrow Agent shall resign by written  notice to the Company and
the  Purchaser.  In the event of any such  resignation,  the  Purchaser  and the
Company shall appoint a successor Escrow Agent.

     3.13. If the Escrow Agent reasonably  requires other or further instruments
in connection with this Escrow  Agreement or obligations in respect hereto,  the
necessary parties hereto shall join in furnishing such instruments.




4
<PAGE>

     3.14.  It is  understood  and agreed  that  should any  dispute  arise with
respect to the delivery and/or ownership or right of possession of the documents
or the escrow  funds held by the Escrow  Agent  hereunder,  the Escrow  Agent is
authorized and directed in the Escrow  Agent's sole  discretion (1) to retain in
the Escrow  Agent's  possession  without  liability to anyone all or any part of
said  documents or the escrow funds until such disputes  shall have been settled
either by mutual  written  agreement of the parties  concerned by a final order,
decree  or  judgment  or a court of  competent  jurisdiction  after the time for
appeal has expired and no appeal has been perfected,  but the Escrow Agent shall
be under no duty  whatsoever to institute or defend any such  proceedings or (2)
to deliver the escrow  funds and any other  property and  documents  held by the
Escrow Agent  hereunder to a state or Federal  court  having  competent  subject
matter  jurisdiction and located in the State and City of New York in accordance
with the applicable procedure therefor.

     3.15.  The  Company  and the  Purchaser  agree  jointly  and  severally  to
indemnify and hold harmless the Escrow Agent and its partners, employees, agents
and representatives from any and all claims,  liabilities,  costs or expenses in
any way  arising  from or relating  to the duties or  performance  of the Escrow
Agent  hereunder  or the  transactions  contemplated  hereby or by the  Purchase
Agreement  other than any such claim,  liability,  cost or expense to the extent
the same shall have been determined by final,  unappealable  judgment of a court
of competent  jurisdiction to have resulted from the gross negligence or willful
misconduct of the Escrow Agent.













5
<PAGE>

     IN WITNESS WHEREOF,  the parties hereto have executed this Escrow Agreement
as of this 6 day of July, 2000.

                                    Pawnbroker.com, Inc.

                                    By: /s/ Neil A. McElwee
                                        ---------------------------------------
                                        Neil A. McElwee, CEO

                                    Gestrow Investments Limited

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


                                    ESCROW AGENT:

                                    EPSTEIN BECKER & GREEN, P.C.


                                    By:
                                        ---------------------------------------
                                        Robert F. Charron, Authorized Signatory
















6