EXHIBIT 10.45


                             SUBSCRIPTION AGREEMENT

                              PAWNBROKER.COM, INC.


THIS AGREEMENT made effective as of the ___ day of April,  2001 (the  "Effective
Date")

BETWEEN:

PAWNBROKER.COM,  INC. (a Delaware corporation),  of 85 Keystone,  Suite A, Reno,
Nevada 89503

(the "Company")

AND:

-----------------------------

(the "Subscriber")

WHEREAS:

     A.   Pawnbroker.com,  Inc. (the "Company") is offering 30,000,000 shares of
          Common Stock,  with a par value of $0.00001 (the "Common  Share"),  to
          certain non "U.S.  Persons"  ("Offerees") in full  satisfaction of the
          Company's  obligations  under promissory notes issued by Pawnbroker to
          the  Offerees  in  the  aggregate   principal   amount  of  $1,500,000
          (individually,  a "Promissory Note" and collectively,  the "Promissory
          Notes").

     B.   The  Subscriber  is the holder of a Promissory  Note in the  principal
          amount of $_____________, issued on _______, 2000.

     C.   The  Subscriber  desires to convert  the  Promissory  Note into ______
          Common  Shares  in full  and  complete  satisfaction  of the  debt and
          obligations of the Company under the Promissory Note.

     D.   The Company is offering the  Securities  pursuant to an exemption from
          registration  promulgated  under Regulation S of the Securities Act of
          1933, as amended (the "Securities Act"); and

     C.   The Subscriber and any such beneficial  purchaser is a non-resident of
          the  United  States  and is not a U.S.  Person,  as the terms  "United
          States" and "U.S.  Person" are as defined in  Regulation  S made under
          the Securities Act.


NOW THEREFORE  THIS AGREEMENT  WITNESSES  that, in  consideration  of the mutual
covenants and agreements herein contained, the receipt of which is acknowledged,
the parties covenant and agree with each other as follows:


1.   SUBSCRIPTION

1.1  The Company is offering  ________ shares of Common Stock,  with a par value
     of $0.00001 to certain to the Subscriber in full  satisfaction and complete
     satisfaction  of the Company's  obligations  under the Promissory  Note. By
     signing this  Agreement,  the Subscriber  acknowledges  that the Company is
     relying on the accuracy and completeness of the  representations  contained
     in this  Agreement  in  complying  with its  obligations  under  applicable
     securities laws.




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1.2  The  Subscriber  hereby  irrevocably  subscribes for and agrees to purchase
     from the  Company,  ___________  Common  Shares  in full  satisfaction  and
     complete  satisfaction  of the Company's  obligations  under the Promissory
     Note. The Subscriber  hereby tenders the Promissory  Note as  consideration
     for the Common Shares.

1.3  The Subscriber acknowledges that this subscription is subject to acceptance
     by the Company.  The  Subscriber  agrees that if this  subscription  is not
     accepted in full,  the  Promissory  Note will be returned to the Purchaser,
     without interest.

2.   REPRESENTATIONS, WARRANTIES, AND COVENANTS

2.1  The Subscriber  makes the following  representations  and warranties to the
     Company:

     (a)  The  Subscriber is purchasing the Common Shares for its own account or
          for the account of one or more persons for  investment  purposes  only
          and not with a view to resale or distribution  and, in particular,  it
          has no intention to distribute  either  directly or indirectly  any of
          the Common Shares issued in connection with the purchase in the United
          States or to U.S. persons;  provided,  however, that the Purchaser may
          sell or  otherwise  dispose of any of the Common  Shares  pursuant  to
          registration thereof pursuant to the Securities Act and any applicable
          state  securities  laws or under an exemption  from such  registration
          requirements.

     (b)  The Subscriber  recognizes that investment in the Securities  involves
          substantial risks and has taken full cognizance of and understands all
          of the risks  related to the  purchase  of the  Securities,  including
          without limitation those set forth under the caption "Risk Factors" in
          the Company's reports on Form 10-K and 10-Q pursuant to the Securities
          Exchange Act of 1934, as amended (collectively, the "Reports").

     (c)  In making the  Subscriber's  decision to invest in the Common  Shares,
          the  Subscriber  has  carefully  reviewed  and is  familiar  with  the
          Company's  Reports,  and the related  disclosure  filed by the Company
          with  the  SEC,  and the  Subscriber  has  relied  on the  information
          contained therein and the documents and materials delivered therewith,
          and on the Subscriber's own independent investigations and/or those of
          the  Subscriber's  own  professional  tax  and  other  advisors.   The
          Subscriber and the Subscriber's  advisors  (including the Subscriber's
          representative,  if any) have been  given  the  opportunity  to obtain
          information and to examine all documents relating to the Company,  and
          to ask  questions  of and to receive  answers from the officers of the
          Company  concerning the Company,  the officers and directors,  and the
          terms and conditions of this investment,  and to obtain any additional
          information,  to the extent the Company  possesses that information or
          could acquire it without unreasonable effort or expense, to verify the
          accuracy of any information  previously furnished.  All questions have
          been  answered to the full  satisfaction  of the  Subscriber,  and all
          information  and  documents,  records  and  books  pertaining  to this
          investment  that the Subscriber has requested have been made available
          to the Subscriber.

     (d)  The  Subscriber  believes that it, either alone or with the assistance
          of its advisor(s) (including the Subscriber's representative, if any),
          has such  knowledge and  experience in financial and business  matters
          that the Subscriber is capable of reading and interpreting  disclosure
          materials, such as the Reports and the Company's financial statements,
          and of evaluating the merits and risks of the  prospective  investment
          in the Securities.  The Subscriber has obtained sufficient information
          to evaluate the merits and risks of an  investment  in the Company and
          has the net worth to undertake those risks.

     (e)  The  Subscriber  has  obtained,  to the  extent the  Subscriber  deems
          necessary,  the  Subscriber's own personal,  professional  advice with
          respect to the risks inherent in the investment in the Company and the
          suitability  of the  investment  in the  Securities  in  light  of the
          Subscriber's financial condition and investment needs.


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     (f)  The Subscriber  believes that investment in the Securities is suitable
          for the Subscriber based on the Subscriber's investment objectives and
          financial  needs,  and the Subscriber has adequate means for providing
          for  the   Subscriber's   current   financial   needs   and   personal
          contingencies and has no need for liquidity of investment with respect
          to the Securities.

     (g)  The Subscriber is able to (i) hold the Common Shares for an indefinite
          period  of time,  (ii)  bear  the  economic  risk of the  Subscriber's
          investment, and (iii) withstand a complete loss of the investment.

     (h)  The  Subscriber  has not purchased  the  Securities as a result of any
          form  of  general  solicitation  or  general  advertising,   including
          advertisements,  articles,  notices, or other communications published
          in any newspaper,  magazine, or similar media, or broadcast over radio
          or  television,  or any seminar or meeting whose  attendees  have been
          invited by general solicitation or general advertising.

     (i)  The Subscriber, and if applicable, each person for whose account it is
          purchasing the Common Shares:

          (i)  is not a "U.S.  Person,"  as that term is  defined by Rule 902 of
               Regulation  S  (the  definition  of  which  includes,  but is not
               limited to, an  individual  resident in the United  States and an
               estate  or  trust of  which  any  executor  or  administrator  or
               trustee,  respectively,  is a U.S.  Person and any partnership or
               corporation  organized  or  incorporated  under  the  laws of the
               United States);

          (ii) was not in the United  States  when its buy order was made to the
               Company,  and the  Subscriber  did not  execute or  deliver  this
               Agreement in the United States;

          (iii)acknowledges  that no offers  to sell the Units  were made by any
               person to the  Subscriber  while the Subscriber was in the United
               States;

          (iv) acknowledges  that the  Common  Shares  are not  being  acquired,
               directly  or  indirectly,  for the  account  or benefit of a U.S.
               Person or a person in the United States;

          (v)  acknowledges  that the  Common  Shares  have not been  registered
               under the  Securities  Act,  and the  Subscriber  undertakes  and
               agrees  that it will not offer or sell the Common  Shares  unless
               such Common Shares are sold in accordance with Regulation S under
               the Securities  Act, the Common Shares are  registered  under the
               Securities Act and the securities  laws of all applicable  states
               of the United States,  or such Common Shares are sold pursuant to
               an available exemption from such registration  requirements.  The
               Subscriber  understands  that the  Company has no  obligation  or
               present  intention of filing a registration  statement  under the
               Securities Act in respect of the Common Shares.

     (j)  The Subscriber  understands that the Common Shares may not be offered,
          sold,  transferred,  pledged,  or  hypothecated  to any  person in the
          absence  of  registration  under the  Securities  Act or an opinion of
          counsel satisfactory to the Company that registration is not required.
          The  Subscriber  understands  that the Company  does not plan,  and is
          under no obligation to provide for,  registration of the Common Shares
          in the future. Accordingly,  any subsequent sale of part or all of the
          Subscriber's interest in the Common Shares will be permissible only if
          an exemption  from the applicable  registration  provisions of federal
          and state law is available  at the time of the  proposed  disposition.
          Even if an exemption is available,  the  assignability and transfer of
          the Securities is subject to limitations imposed by this Agreement.

     (k)  The Subscriber further  understands that a legend in substantially the
          following  form will be placed on all documents  evidencing the Common
          Shares and that similar  notations may be made on the



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          Company records as a means of preventing the disposition of the Common
          Shares other than in accordance  with this  Agreement  and  applicable
          law:

          "THE  SECURITIES  REPRESENTED  HEREBY  HAVE  NOT  BEEN AND WILL NOT BE
          REGISTERED UNDER THE UNITED STATES  SECURITIES ACT OF 1933, AS AMENDED
          (THE "1933 ACT").  THESE SECURITIES MAY BE OFFERED,  SOLD,  PLEDGED OR
          OTHERWISE  TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED
          STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT,
          (C)  IN   COMPLIANCE   WITH  THE  EXEMPTION   FROM  THE   REGISTRATION
          REQUIREMENTS  UNDER  THE 1933 ACT  PROVIDED  BY RULE 144 OR RULE  144A
          THEREUNDER,  IF AVAILABLE,  AND IN ACCORDANCE  WITH  APPLICABLE  STATE
          SECURITIES  LAWS,  OR (D)  IN A  TRANSACTION  THAT  DOES  NOT  REQUIRE
          REGISTRATION  UNDER  THE 1933  ACT OR ANY  APPLICABLE  STATE  LAWS AND
          REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER
          HAS,  PRIOR TO SUCH  SALE,  FURNISHED  TO THE  COMPANY  AN  OPINION OF
          COUNSEL,  OF  RECOGNIZED  STANDING,  OR OTHER  EVIDENCE OF  EXEMPTION,
          REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING
          THE  SECURITIES  REPRESENTED  HEREBY  MAY NOT BE  CONDUCTED  UNLESS IN
          COMPLIANCE WITH THE 1933 ACT."

     (l)  If a  partnership,  trust,  corporation,  or  other  entity:  (i)  the
          Subscriber  has the power and  authority  to sign and comply  with the
          terms of this  Agreement and the person  signing this Agreement on its
          behalf  has  the  necessary  power  to do so;  (ii)  the  Subscriber's
          principal  place of business and principal  office are located  within
          the jurisdiction set forth in its address below.

     (m)  The Subscriber  understands  and agrees that there may be material tax
          consequences to the Subscriber of an acquisition or disposition of the
          Securities.  The Company gives no opinion and makes no  representation
          with respect to the tax  consequences  to the Subscriber  under United
          States,   state,   local  or  foreign  tax  law  of  the  Subscriber's
          acquisition or disposition of the Securities.

     (n)  The  Subscriber  confirms that neither the officers of the Company nor
          any of its  affiliates  or  agents  have made any  representations  or
          warranties  or  statements,  except  as  explicitly  set forth in this
          Agreement,  concerning  the  Subscriber's  investment  in  the  Common
          Shares, including but not limited to any representations or warranties
          concerning  tax  consequences  that may arise in  connection  with the
          Subscriber's investment in the Securities or the anticipated financial
          results of the operations of the Company.


2.2  The Subscriber agrees as follows:

     (a)  If the Subscriber  decides to offer, sell or otherwise transfer any of
          the Common Shares, it will not offer,  sell or otherwise  transfer any
          of such securities directly or indirectly, unless:

          (i)  the sale is to the Company;

          (ii) the sale is made  outside  the  United  States  in a  transaction
               meeting the  requirements  of Rule 904 of  Regulation S under the
               Securities Act and in compliance with  applicable  local laws and
               regulations;

          (iii)the  sale is made in  compliance  with  the  exemption  from  the
               registration  requirements  under the  Securities Act provided by
               Rule 144 or Rule 144A thereunder, if available, and in accordance
               with any applicable state securities or "Blue Sky" laws; or


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          (iv) the  securities  are sold in a transaction  that does not require
               registration  under the  Securities  Act or any  applicable  U.S.
               state  laws  and  regulations  governing  the  offer  and sale of
               securities; and

               with respect to subparagraphs (iii) and (iv) hereof, it has prior
               to such sale  furnished  to the  Company  an  opinion  of counsel
               reasonably satisfactory to the Company.

          (b)  The Subscriber  agrees not to engage in any hedging  transactions
               or other  transactions  that have the effect of transferring  the
               economic  risk of  ownership  of the Common  Shares  unless  such
               transactions comply with the requirements of the Securities Act.


3.   CLOSING

3.1  The Company will  deliver a treasury  order (the  "Treasury  Order") to its
     transfer  agent  sufficient  to cause  the  transfer  agent to issue to the
     Subscriber a share  certificate  or  certificates  representing  the Common
     Shares as provided for below by the Subscriber.


4.   GENERAL

4.1  For the purposes of this  Agreement,  time is of the  essence.  The parties
     will sign and deliver  all further  documents  and  instruments  and do all
     things that may, either before or after the signing of this  Agreement,  be
     reasonably  required  to carry  out the full  intent  and  meaning  of this
     Agreement.

4.2  This Agreement may not be assigned by either party hereto.

4.3  This Agreement may be signed by the parties in as many  counterparts as may
     be  deemed  necessary,  each of which so  signed  will be  deemed  to be an
     original,  and all  counterparts  together will constitute one and the same
     instrument.  A copy of this  Agreement  transmitted  by  facsimile  will be
     treated  and  relied on for all  purposes  by any  person as an  originally
     signed copy.



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IN WITNESS  WHEREOF the parties have signed this  Agreement as of the  Effective
Date.



PAWNBROKER.COM, INC.

Per:



--------------------------------

Authorized Signatory



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                        TO BE COMPLETED BY THE SUBSCRIBER

A.   Registration  Instructions The name and address of the person in whose name
     the  Securities are to be registered is as follows (if the name and address
     is the same as was inserted in paragraph A above, then insert "N/A"):



          Name (please print or type):

                                      ----------------------------------------

          Address
                   -------------------------------------------------------------



B.   Delivery  Instructions.  The name and  address  of the  person  to whom the
     certificates  representing  the  Subscriber's  Securities  referred  to  in
     paragraph  A above  are to be  delivered  is as  follows  (if the  name and
     address is the same as was  inserted  in  paragraph  A above,  then  insert
     "N/A"):



          Name (please print or type):

                                      ----------------------------------------

          Address
                   -------------------------------------------------------------



C.   Subscription Amount:

          Subscription Funds:  US$ ----------------

          Number of Common Shares:  ------------- Common Shares.



                  TO BE COMPLETED AND SIGNED BY THE SUBSCRIBER:




-----------------------------------------
Name of the Subscriber - use the name inserted in paragraph A above.


-----------------------------------------
Signature of Subscriber


-----------------------------------------
Title (if applicable)



                                      -1-