EXHIBIT 10.46


These securities are not registered under state or federal  securities laws, and
may not be offered,  or sold,  pledged (except a pledge pursuant to the terms of
which any offer or sale upon  foreclosure  would be made in a manner  that would
not violate the registration  provisions of federal or state securities laws) or
otherwise  distributed for value, nor may these securities be transferred on the
books of the Company,  without  opinion of counsel,  concurred in by counsel for
the  Company,  that no violation of said  registration  provisions  would result
therefrom.

                           CONVERTIBLE PROMISSORY NOTE

US$___________                                                    June __, 2001
                                                                  Reno, Nevada

     For value  received,  Pawnbroker.com,  Inc.,  a Delaware  corporation  (the
"Company"),  promises to pay to _________________ (the "Holder"),  the principal
sum of  ______________  (US$_________).  Interest  shall accrue from the date of
this Convertible Promissory Note (this "Note") on the unpaid principal amount at
a rate equal to eighteen percent (18%) per annum, compounded annually. This Note
is  issued  pursuant  to  that  certain  Convertible  Promissory  Note  Purchase
Agreement between the Company and certain purchasers dated __________, 2001 (the
"Purchase Agreement") and is subject to the following terms and conditions.

     1.   Maturity.  Unless  converted  as provided in Section 2, this Note will
automatically  mature and be due and payable on December 31, 2003 (the "Maturity
Date"). Subject to Section 2 below, interest shall accrue on this Note but shall
not be due and payable until the Maturity Date.  Notwithstanding  the foregoing,
the entire unpaid  principal sum of this Note,  together with accrued and unpaid
interest thereon,  shall become  immediately due and payable upon the commission
of any act of  bankruptcy  by the  Company,  the  execution  by the Company of a
general  assignment  for the benefit of creditors,  the filing by or against the
Company of a petition in bankruptcy or any petition for relief under the federal
bankruptcy  act or the  continuation  of such petition  without  dismissal for a
period of ninety (90) days or more, or the  appointment of a receiver or trustee
to take possession of the property or assets of the Company.

     2.   Conversion.

          (a) Conversion  into Common Stock.  The entire  outstanding  principal
amount of and accrued interest on this Note shall be convertible,  at the option
of the Holder, into shares of the Company's common stock (the "Common Stock") at
any time upon the earlier of (i) one (1) year or (ii) the close of the Company's
next  Equity  Financing  in  a  single   transaction  or  a  series  of  related
transactions  yielding gross proceeds to the Company of at least US$2,000,000 in
the  aggregate.  The  number of shares  of Common  Stock to be issued  upon such
conversion  shall be equal to the  quotient  obtained by dividing (i) the entire
outstanding  principal amount of this Note plus (if applicable) accrued interest
by (ii) five  cents  (US$0.05)  (subject  to  appropriate  adjustment  for stock
splits,  stock  dividends or similar  transactions as set forth in Section 2(d),
below)(the  "Conversion  Price"),  rounded up to the  nearest  whole  share.  An
"Equity  Financing"  means the sale of: (i) shares of equity  securities  of the
Company, including capital stock of the Company and Common Stock



<PAGE>

equivalents or (ii) convertible  promissory notes or convertible debentures that
are  convertible  into shares of capital  stock,  in a single  transaction  or a
series of related transactions.

          (b) Mandatory  Conversion.  The entire outstanding principal amount of
and accrued  interest on this Note shall be  convertible,  at sole the option of
the Company, into Common Stock at the Conversion Price, upon the earlier of: (i)
the closing of a firm underwritten  public offering of Common Stock in which the
Company  receives  aggregate  gross proceeds of at least  US$10,000,000  (before
deduction of  underwriters'  discounts and  commissions) and the Common Stock is
listed on the American Stock Exchange,  the New York Stock Exchange,  the NASDAQ
National Market, or the NASDAQ Small-Cap  Market;  (ii) the closing of a sale of
the  Company  pursuant  to which the  holders of Common  Stock  receive at least
US$15,000,000  in cash,  (iii) the closing by the Company of an Equity Financing
in  which  gross   proceeds  to  the  Company  are  equal  to  or  greater  than
US$10,000,000  (which  gross  proceeds  shall not  include any  cancellation  or
conversion of  indebtedness),  or (iv) the average  closing  market price of the
Company's  Common Stock as quoted on the American Stock  Exchange,  the New York
Stock Exchange,  the NASDAQ National Market,  the NASDAQ Small-Cap Market or the
National  Association  of Securities  Dealers  over-the-counter  Bulletin  Board
during any twenty-two  (22)  consecutive  trading days is greater than $0.10 per
share (as adjusted as set forth in Section 2(d) below).

          (c) Mechanics and Effect of  Conversion.  No fractional  shares of the
Company's capital stock will be issued upon conversion of this Note. The Company
will  round up the  number of shares  issuable  to the  Holder to the next whole
share in lieu of any  fractional  share to which the Holder  would  otherwise be
entitled.  Upon  conversion  of this Note pursuant to this Section 2, the Holder
shall  surrender  this Note,  duly  endorsed,  at the  principal  offices of the
Company or any transfer agent of the Company. At its expense,  the Company will,
as soon as  practicable  thereafter,  issue and deliver to such Holder,  at such
Holder's  principal  office,  a certificate  or  certificates  for the number of
shares of Common  Stock to which such Holder is entitled  upon such  conversion.
Upon  conversion of this Note, the Company will be forever  released from all of
its obligations  and liabilities  under this Note with regard to that portion of
the principal  amount and accrued interest being  converted,  including  without
limitation  the  obligation  to pay such  portion  of the  principal  amount and
accrued interest.

          (d) Stock Splits,  etc. The number and kind of  securities  acquirable
upon the  conversion of this Note and the  Conversion  Price shall be subject to
adjustment from time to time upon the happening of any of the following. In case
the  Company  shall (i) pay a  dividend  in  shares  of  Common  Stock or make a
distribution  in shares of Common  Stock to  holders of its  outstanding  Common
Stock,  (ii)  subdivide  its  outstanding  shares of Common Stock into a greater
number of shares of Common Stock, (iii) combine its outstanding shares of Common
Stock into a smaller  number of shares of Common  Stock or (iv) issue any shares
of its capital stock in a reclassification  of the Common Stock, then the number
of shares of Common Stock upon conversion of this Note immediately prior thereto
shall be  adjusted  so that the Holder of this Note shall be entitled to receive
the kind and number of shares of Common Stock or other securities of the Company
which he,  she or it would  have been  entitled  to  receive  had such Note been
converted in advance  thereof.  An adjustment  made  pursuant to this  paragraph
shall  become  effective  immediately  after the  effective  date of such  event
retroactive to the record date, if any, for such event.



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<PAGE>

          (e) Organizational  Change. If the Company merges or consolidates with
another corporation or sells or transfers all or substantially all of its assets
to another  person and the holders of the Common  Stock are  entitled to receive
stock,  securities or property in respect of or in exchange for Common Stock (an
"Organizational  Change"),  then as a condition of such  merger,  consolidation,
sale or transfer,  the Company and any such  successor,  purchaser or transferee
shall agree that the Note may  thereafter  be converted on the terms and subject
to the conditions set forth above into the kind and amount of stock,  securities
or property receivable upon such Organizational Change by a Holder of the number
of shares of Common  Stock  into  which  this  Note  might  have been  converted
immediately  before such merger,  consolidation,  sale or  transfer,  subject to
adjustments,  which shall be as nearly equivalent as may be practicable.  In the
event of any proposed  Organizational  Change,  the Holder hereof shall have the
right to convert by  delivering  a notice of  conversion  to the Company  within
fifteen  (15) days of receipt of notice of such  Organizational  Change from the
Company. In the event the Holder hereof shall elect not to convert,  the Company
may pre-pay all  outstanding  principal and accrued  interest on this Debenture,
less all amounts  required by law to be  deducted,  upon which tender of payment
following such notice, the right of conversion shall terminate.

     3.   Payment.  All  payments  shall be made in lawful  money of the  United
States of  America  at such  place as the  Holder  hereof  may from time to time
designate  in writing to the  Company.  Payment  shall be credited  first to the
accrued  interest then due and payable and the  remainder  applied to principal.
The Company may pre-pay this Note at anytime without penalty.

     4.   Transfer;  Successors  and Assigns.  The terms and  conditions of this
Note shall inure to the benefit of and be binding upon the respective successors
and assigns of the parties.  Notwithstanding  the foregoing,  the Holder may not
assign,  pledge,  or  otherwise  transfer  this Note  without the prior  written
consent of the Company,  except for transfers to Affiliates  (as defined in Rule
12b-2 under the  Securities  Exchange Act of 1934,  as amended).  Subject to the
preceding  sentence,  this Note may be  transferred  only upon  surrender of the
original Note for registration of transfer,  duly endorsed,  or accompanied by a
duly executed written instrument of transfer in form satisfactory to the Holder.
Thereupon,  a new note for the same principal amount and interest will be issued
to, and  registered in the name of, the  transferee.  Interest and principal are
payable only to the registered holder of this Note.

     5.   Governing Law. This Note and all acts and transactions pursuant hereto
and the  rights  and  obligations  of the  parties  hereto  shall  be  governed,
construed and  interpreted in accordance with the laws of the State of Delaware,
without giving effect to principles of conflicts of law.

     6.   Notices.  Any notice  required or  permitted  by this Note shall be in
writing and shall be deemed sufficient upon delivery,  when delivered personally
or by a nationally-recognized delivery service (such as Federal Express or UPS),
or seventy two (72) hours after being  deposited in the U.S.  mail, as certified
or registered mail, with postage prepaid,  addressed to the party to be notified
at such  party's  address  as set forth  below or as  subsequently  modified  by
written notice.

     7.   Amendments and Waivers. Any term of this Note may be amended only with
the  written  consent of the Company and the  Holder.  Any  amendment  or waiver
effected in  accordance  with this  Section 7 shall be binding upon the Company,
the Holder and each transferee of the Note.



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<PAGE>

     8.   Shareholders, Officers and Directors Not Liable. In no event shall any
shareholder, officer or director of the Company be liable for any amounts due or
payable pursuant to this Note.

     9.   Action to Collect on Note.  If action is instituted to collect on this
Note, the Company promises to pay all costs and expenses,  including  reasonable
attorney's fees, incurred in connection with such action.

     The Company has executed this Note as of the date first above written.

                                        COMPANY:

                                        PAWNBROKER.COM, INC.


                                        By:
                                             ----------------------------------
                                             Joseph Schlader, President

                                        Address:   85 Keystone Avenue, Suite B
                                                   Reno, Nevada 89503







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