EXHIBIT 10.47



                         ALPHA FINANCIAL SOLUTIONS, LLC
                   INDEPENDENT SERVICE ORGANIZATION AGREEMENT
                             ALPHA CASHCARD PROGRAM


     This Agreement is made this 2nd day of April, 2002 (the "Effective  Date"),
between Alpha Financial  Solutions,  LLC, a Colorado Limited  Liability  Company
("Alpha"), and Pawnbroker.com, a Delaware Corporation ("ISO").

                                    RECITALS

WHEREAS,  Alpha has licensed (the "Alpha  License") with a Bank ("The Bank") the
right to distribute certain cash card systems,  including cash cards,  software,
cash card  readers/writers and other hardware required to offer retail merchants
a turn key cash card product to end users (the "Alpha CashCard System");

WHEREAS,  Alpha has  developed  an  electronic  fund  transfer  service that (i)
facilitates the transfer of funds between a retail  merchant,  which is licensed
to participate in the Alpha CashCard System (each, a "Master Licensee"), and any
purchaser of or other persons  (each,  a  "Cardholder")  who receive a cash card
issued under the Alpha CashCard System (an "Alpha CashCard");

WHEREAS, the Alpha CashCard System provides Master Licensees with the ability to
market and sell Alpha  CashCards to  Cardholders  that provide such  Cardholders
enhanced access to their funds, as well as certain other  convenient  electronic
transaction services, including, but not limited to:

     Automated Teller Machine ("ATM") Services. Cardholders may use Cards at any
     ATM that  bears the  network  logo that  appears on the back of the Card to
     make cash  withdrawals or to inquire about the amount of funds available to
     them.

     Merchant  Point-of-Sale  ("POS")  Services.  Cardholders  may use  Cards to
     purchase  goods and  services  at any  retail or other  establishment  that
     displays the network logo  [describe this network] that appears on the back
     of the Card.

     Funds  Transfer  Services.  Cardholders  may use  Cards to  transfer  their
     available funds in a card-to-card transfer.

     Long Distance  Telephone  Services.  Cardholders may use Cards to make long
     distance  telephone calls through a designated  telecommunications  service
     provider.

WHEREAS,  each Master Licensee will enter into a Master Licensing Agreement with
Alpha providing certain rights,  terms and conditions for their participation in
the Alpha CashCard System,  in substantially the form attached hereto as Exhibit
A;



<PAGE>

WHEREAS, [The Bank], a [federally insured and licensed banking institution ("The
Bank"),]  provides  banking  services and clearing  house  support for the Alpha
CashCard System, under the terms of a [Merchant's  Agreement] between the Master
Licensee,  Alpha andThe Bank, providing certain rights, terms and conditions for
the banking,  funds  transfer and  transaction  agreements  related to the Alpha
CashCard  System,  in  substantially  the form  attached  hereto  as the  Master
Liscensee Agreement

WHEREAS,  Alpha desires to expand the market for its Alpha  CashCard  Systems to
pawnbrokers  and other  retail  merchants  with  existing  or to be  established
relationships with ISO (the "ISO Contacts");

WHEREAS,  Alpha desires to grant to ISO the  non-exclusive  right and license to
market, sell, and promote the sale of the Alpha CashCard; and

WHEREAS,  the ISO is willing, for the consideration set forth in this Agreement,
to devote a portion of its time and  resources to assist  Alpha in  developing a
market  for and  distributing  and  selling  the  Alpha  CashCard  System to ISO
Contacts;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein contained, THE PARTIES HEREBY AGREE AS FOLLOWS:


I.   APPOINTMENT OF AUTHORIZED INDEPENDENT SERVICE ORGANIZATION.

     1.1  Alpha appoints ISO, for the term of this Agreement, as a non-exclusive
          Authorized   Independent  Service  Organization  to  assist  Alpha  in
          developing a market for the Alpha  CashCard  System and in selling and
          marketing  the  Alpha  CashCard  System  and  Alpha  CashCards  to ISO
          Contacts. Alpha will pay ISO the commissions as set forth in Section 4
          of the Agreement as consideration for the services provided under this
          Agreement.

     1.2  ISO agrees that during the term of this  Agreement,  it will refer ISO
          Contacts  directly  to  Alpha  if such ISO  Contact  declines  to work
          directly with ISO.  Notwithstanding the foregoing,  Alpha will pay ISO
          the  commissions  as set  forth in  Section  4 of the  Agreement  with
          respect to such referrals.

     1.3  ISO will market the Alpha CashCard  System and Alpha  CashCards to ISO
          Contacts in accordance with the policies and procedures,  as set forth
          on Exhibit C  attached  hereto,  as may be  reasonably  modified  from
          time-to-time.  ISO and Alpha  expressly  agree that ISO shall not be a
          party to the Master  Licensing  Agreement with the Master  Licensee or
          the Merchant Agreement with The Bank

II.  DUTIES OF ALPHA FINANCIAL SOLUTIONS, LLC AND REPRESENTATION AND WARRANTIES

     2.1  Alpha agrees to make  available to ISO Contacts under the terms of the
          Master License  Agreement,  the Alpha CashCard System, as described in
          the Alpha



                                       2
<PAGE>

          CashCard  System white paper attached  hereto as Exhibit D (the "White
          Paper"). Alpha represents that the White Paper generally describes the
          Alpha CashCard System.

     2.2  Alpha will provide ISO marketing  materials,  promotional  literature,
          current price lists, and technical specifications related to the Alpha
          CashCard System, as applicable (the "Alpha Promotional Materials"), on
          a timely basis a non-exclusive,  worldwide, royalty-free license, with
          a right of sublicense,  to use,  copy,  modify,  display,  publish and
          distribute such Alpha  Promotional  Materials.  ISO acknowledges  that
          Alpha   retains  all  right,   title  and  interest   (including   all
          Intellectual  Property Rights) in and to Alpha Promotional  Materials,
          subject to the license granted to ISO under this Agreement.  Except as
          expressly  provided  herein,  neither  party is  granted  any right or
          license to any software, materials, information, Intellectual Property
          Rights  or the  like of the  other  party.  For the  purposes  of this
          Agreement,  "Intellectual  Property"  means any patent,  design right,
          copyright,   trademark,   service  mark,  (and  any   applications  or
          registration respecting the foregoing),  trade secret, know-how and/or
          other present or future intellectual  property right in any country of
          the world.

     2.3  Alpha will  provide to ISO, on a monthly  basis,  reports of sales and
          transaction fees earned.  The monthly reports shall be provided to ISO
          (the "Month  Report") by the 20th day of the month following the month
          in which  the fees  were  collected  and shall  contain,  among  other
          information,  detailed by Master Licensee and ISO  disbursements:  (i)
          Client Program Setup Fees processed; (ii) First Load Fees processed by
          Master  Licensee;  (ii) Fund Card Load Fees processed;  (iii) ATM Fees
          processed;  (iv) Other Monthly  Transaction  Fees;  (v) Alpha CashCard
          sales;  (vi) the  Commission (as defined in Section 4.1 below) payable
          to  the  ISO;   (vii)  to  credits  for  returns  and  allowances  for
          uncollectible  amounts  and  (viii)  such  other  information  as  may
          reasonably be requested by ISO. .

     2.4  Alpha and The Bank shall be jointly and severally  responsible for the
          implementation,  maintenance  and  operation  of  the  Alpha  CashCard
          System,  including,  but not limited to (i) billing for and collecting
          fees from Master  Licensees any amounts charged with respect to any of
          Alpha  CashCard  System  purchased by ISO  Contacts;  (ii)  processing
          transactions   for  Alpha   CashCard   System  Master   Licensees  and
          Cardholders;  (iii)  providing  customer  services  to Alpha  CashCard
          System Master  Licensees and  Cardholders;  (iv)  providing  technical
          training and support for Alpha CashCard System Master  Licensees;  (v)
          maintaining   records  and  accounts  for  all  Master  Licensees  and
          Cardholders;  (vi) maintaining hardware,  software and network systems
          related  to the  Alpha  CashCard  System;  (vii)  maintaining  in good
          standing all required  federal,  state and local  licenses and permits
          required to license the Alpha CashCard System to ISO Contacts;  (viii)
          maintaining in good standing the Alpha License during the term of this
          Agreement;  (ix) complying with all federal,  state and local laws and
          regulations  related to the Alpha CashCard  System and the performance
          of its  obligations  under this  Agreement;  and (x)  maintaining  all
          insurance, bonds,



                                       3
<PAGE>

          sureties,  deposits  and  other  accounts  required  under  applicable
          federal,  state and local  laws and  regulations  related to the Alpha
          CashCard System.

     2.5  Except as  otherwise  provided in this  Agreement,  Alpha and The Bank
          shall pay all costs and expenses  associated  with (i)  processing the
          Master  License  Agreements  with ISO Contacts;  (ii)  processing  the
          Merchant Agreements;  (iii) maintaining the Alpha CashCard System; and
          (iv)  maintaining,  updating  and  administering  the  Alpha  CashCard
          System.

     2.6  Alpha may use its best  efforts  to refer all  inquiries  received  by
          Alpha from licensed  pawnbrokers related to participation in the Alpha
          CashCard System directly to ISO.

     2.7  In the event Alpha for any reason  shall cease to operate or terminate
          the Alpha CashCard  System prior to the termination of this Agreement,
          Alpha shall use its best faith  efforts to cause its  successor or The
          Bank to license the  Intellectual  Property  associated with the Alpha
          CashCard  System  or  any  successor  cash  card  system  to  ISO on a
          non-exclusive  basis on term at least as favorable to ISO as the terms
          set forth in this Agreement.


III. DUTIES OF ISO.

     3.1  ISO shall be  responsible  for marketing and  soliciting  sales of the
          Alpha  CashCard  System  to ISO  Contacts.  ISO will  provide  support
          services to  customers as are  reasonably  required to market and sell
          the Alpha CashCard System to ISO Contacts,  and shall contact each ISO
          Contact that has agreed to participate in the Alpha CashCard System at
          least once each calendar quarter.

     3.2  ISO shall use its best  efforts to market and sell the Alpha  CashCard
          System to ISO Contacts during the term of this Agreement.

     3.3  ISO shall  review the  information  contained  in the White  Paper and
          become  reasonably  knowledgeable of the Alpha CashCard System for the
          purposes of marketing and selling the Alpha CashCard System.

     3.4  During the term hereof,  ISO may sell any other  products or services,
          including, but not limited to, products that compete directly with the
          Alpha CashCard System.

     3.5  ISO  shall  submit  to Alpha  on a  monthly  basis:  (a) a list of ISO
          Contacts  contacted by the ISO in connection with the marketing of the
          Alpha  CashCard  System (each, a "Certified  Contact");  (b) a summary
          report  describing  information  related  to  the  Certified  Contact,
          including  the name,  address  and contact  person;  and (c) status of
          sales call.



                                       4
<PAGE>

     3.6  ISO agrees to  provide  Alpha  with  copies of reports or  projections
          related  to the  Alpha  CashCard  System  that  ISO may  prepare  from
          time-to-time, if any, as may reasonably be requested by Alpha.

     3.7  ISO at its sole election may prepare,  at its sole option and expense,
          supplemental  marketing materials in connection with the marketing and
          sale of the Alpha CashCard  System,  subject to prior written approval
          of such  materials by Alpha,  which  approval may not be  unreasonably
          withheld.  ISO shall obtain prior  written  approval from Alpha before
          making  any  direct  mailings  to  customers,  whether in hard copy or
          electronic format,  posting  information on a website regarding any of
          the products or services covered by this Agreement,  or registering or
          participating  in  tradeshows  to  promote  sales of the  products  or
          services  covered  in this  Agreement.  Alpha  shall not  unreasonably
          withhold such approvals.

     3.8  ISO will comply with all applicable  federal and local laws related to
          the marketing services provided under this Agreement.

     3.9  ISO will place an initial order for 5,000 Alpha  CashCards.  To remain
          an ISO for the CashCard,  ISO must sell a minimum of 10, 000 CashCards
          in  year  2002,  and  25,000   CashCards   during  each  Sales  Period
          thereafter.


IV.  COMMISSIONS.

     4.1  Alpha  agrees to pay ISO a commission  based on sales  revenues on and
          fees from the Alpha  CashCard  System  received by Alpha or any of its
          affiliates from all Certified  Contacts that become Master  Licensees.
          For as long as this  Agreement  is in effect,  Alpha shall pay ISO the
          commissions  provided in the Commission  Schedule,  attached hereto as
          Exhibit E, for sales at standard  price levels to  Certified  Contacts
          that become Master  Licensees  after the date of this  Agreement  (the
          "Commissions").  The  Commission  Schedule  may be  revised  as deemed
          necessary by Alpha.

     4.2  Alpha  will pay the  Commissions  no  later  than the 20th day of each
          month  calculated  based  on the  information  provided  in the  Month
          Report.  . ISO is entitled  to  commissions  only on amounts  actually
          collected  by Alpha;  adjustments  may be made to reflect  credits for
          returns and for allowances for uncollectible amounts.

     4.3  ISO  will  not to offer  any  special  prices,  discounts,  terms,  or
          incentives  related to the Alpha  CashCard  System  without  the prior
          written  authorization of Alpha.  ISO's compensation may vary based on
          such special  prices,  discounts,  terms,  or  incentives  as mutually
          agreed by ISO and Alpha.



                                       5
<PAGE>

     4.4  In the event  Alpha  sells the Alpha  CashCard  System to a  Certified
          Contact  directly,  then ISO shall be entitled to its  commission  for
          such sales unless the Certified Contact is unwilling to work with ISO.

     4.5  All Commissions  payable to ISO shall terminate  immediately after the
          termination of this Agreement under Section 8.1.  Notwithstanding  the
          foregoing,  ISO shall be entitled to Commissions  for cards  activated
          prior to termination for as long as that card is active.

V.   INDEPENDENT CONTRACTOR STATUS - TAXES AND INSURANCE.

     5.1  ISO is an  independent  agent and not an  employee or member of Alpha.
          ISO will make all  estimated  income,  sales and payroll tax  payments
          with  respect  to ISO's  business  when due and  Alpha  shall  have no
          responsibility  for taxes arising in connection  with ISO's  services.
          Alpha will issue ISO a Form 1099, or such other reporting form then in
          effect,  evidencing  amounts paid to ISO during each  calendar year if
          required  by the IRS.  Copies  of the form will be sent to the IRS and
          appropriate state taxing authorities as necessary.

     5.2  ISO shall carry, at its expense,  automobile  liability insurance in a
          reasonable  amount for its members and employees.  ISO shall indemnify
          Alpha  against any claim for  injuries or damages  caused by ISO,  its
          employees or members,  while  traveling in the course of ISO's service
          for Alpha.  ISO's  obligation  to  indemnify  Alpha shall  survive the
          termination of this Agreement.

     5.3  ISO shall pay all business  expenses  related to the operations of ISO
          and  those  necessary  to  carry  out the  terms  of  this  Agreement,
          including but not limited to labor, rent, travel/meals/lodging,  trade
          shows and marketing costs, phone/utilities,  insurance, other business
          related expenses and necessary capital expenditures, etc.).


VI.  INDEMNIFICATION

     6.1  ISO agrees to indemnify  Alpha and its officers,  directors,  members,
          and employees  harmless from and against any and all claims,  damages,
          losses, costs,  expenses,  and attorneys' fees incurred arising out of
          claims by third  parties or customers  for knowing  misrepresentations
          made by ISO regarding the Alpha CashCard System.

     6.2  Alpha hereby  agrees to  indemnify,  and hold harmless the ISO against
          any and all losses,  costs,  and expenses  caused by Alpha's breach of
          any representation,  warranty, or covenant made by it herein.  Without
          limiting the  generality  of the  foregoing,  Alpha  hereby  agrees to
          indemnify  and hold  harmless  the ISO  against  any and all claims by
          third parties based upon any allegation that the Alpha CashCard System
          or any Alpha CashCard is in any way defective.



                                       6
<PAGE>

VII. ASSIGNMENT.

     This  Agreement is not assignable by either party without the prior written
     consent of the other party.  Any  assignment in violation of this provision
     shall be void.


VIII. TERM AND TERMINATION.

     8.1  This  Agreement  is  effective  as of the  Effective  Date  and  shall
          continue for a total  period of three (3) years with yearly  renewals.
          Thereafter,  this Agreement shall automatically  extend for a one-year
          term,  unless either party provides  written notice to the other party
          at  least  90  days  prior  to the end of the  term  or any  extension
          thereof,  of its  intentions  to  terminate  and not to  automatically
          extend this Agreement.

     8.2  In the event of a material  breach of this  Agreement by either party,
          the  non-breaching  party may terminate  this  Agreement upon ten (10)
          days written notice if such material  breach is uncured.  In the event
          of an  uncured  material  breach  of this  Agreement  by the ISO,  the
          payment of the Commissions to ISO shall cease;  provided  however that
          the ISO shall be  entitled  to  Commissions  accrued up to the date of
          such material  breach.  If this Agreement is terminated as a result of
          an uncured  material  breach of this Agreement by Alpha,  ISO shall be
          entitled to the  Commissions  in  accordance  with Section 4.1 of this
          Agreement.

     8.3  If, during the term of this Agreement, the parties mutually agree this
          Agreement  should be amended or revised to accommodate  changes deemed
          necessary and in the  interests of the parties.  No  modifications  or
          amendments to the provisions of this Agreement shall be binding unless
          such  modification  or amendment is in writing and signed by the party
          against whom enforcement is sought.


IX.  JURISDICTION, ARBITRATION, AND LEGAL FEES.

     9.1  This Agreement shall be governed by and constructed in accordance with
          the laws of the state of Colorado , applicable to agreements  made and
          to be performed in Colorado,  without regard to any provisions thereof
          relating to principles of conflicts of law.

     9.2  Any and all disputes or controversies arising out of or in relation to
          this  Agreement  or its  performance  or breach  shall be  settled  by
          arbitration in accordance with the commercial arbitration rules of the
          American Arbitration Association. Any arbitration proceedings shall be
          held in Fort Collins,  Colorado,  U.S.A., and conducted in the English
          language.  The arbitration  proceedings shall be conducted by a single
          arbitrator  agreed upon by the  parties.  If the parties  cannot agree
          upon a single arbitrator,  Alpha and ISO shall collectively select one
          arbitrator  and the two  arbitrators  so chosen  shall  select a third
          arbitrator.



                                       7
<PAGE>

          Judgment upon the award rendered by the arbitrator or arbitrators  may
          be entered  in and  enforced  by any court  having  jurisdiction.  The
          validity,  construction,   enforcement,  and  interpretation  of  this
          Agreement shall be governed by, and construed in accordance  with, the
          laws of the State of Colorado,  U.S.A.  The Arbitrator  shall have the
          authority  to award only a remedy or relief  that a court of the state
          could award, and no other remedy or relief. Punitive damages shall not
          be awarded.

          EACH PARTY HAS A RIGHT TO LITIGATE DISPUTES IN A COURT AND HAVE A JURY
          DECIDE SUCH CLAIM OR  DISPUTE.  BY ENTERING  INTO THIS  AGREEMENT  THE
          PARTIES  HAVE  AGREED TO RESOLVE  ALL  DISPUTES  AND CLAIMS BY BINDING
          ARBITRATION  AND HAVE  WAIVED ALL RIGHTS TO A TRIAL BY A COURT OR JURY
          AND TO PARTICIPATE IN ANY CLASS ACTION.

     9.3  In the event that either party shall default in any of its  respective
          covenants,  obligations,  or payments due to the other,  and the party
          not in  default  commences  legal  action or  collection  against  the
          defaulting  party,  the defaulting  party expressly  agrees to pay all
          reasonable  expenses of the action,  including  a  reasonable  sum for
          attorney's fees.


X.   NOTICES.

     All notices or other communications  required by this Agreement shall be in
     writing and shall be deemed sufficiently given at the date of mailing, fax,
     e-mail,  or other agreed  method,  to the addresses  listed below,  or such
     other address as a party may provide to the other from time to time:

     Alpha Financial Solutions, LLC
     238 Walnut Street
     Fort Collins, Colorado  80524
     Telephone: 970-493-0574
     Fax: 970-490-2099
     E-mail: clay@mistermoney.com


     ISO
     Pawnbroker.com
     85 Keystone Avenue Suite B
     Reno, Nevada  89503
     Telephone:   775-332-5048
     Fax: 775-332-5198
     E-mail: steve@pawnbroker.com
     E-mail:  bill@pawnbroker.com



                                       8
<PAGE>


     With copies to:

     Alpha Financial Solutions, LLC
     3701 Turtle Creek #10BF
     Dallas, Texas   75219
     Telephone: 214-522-1711
     Fax: 214-522-9315
     E-mail: clay@mistermoney.com


XI.  CONFIDENTIALITY.

     Both  during the term of this  Agreement  and after its  termination,  each
     party shall take any and all actions reasonably necessary or appropriate to
     maintain and protect the confidential  nature of any information  disclosed
     by the another party or such other party's attorney or accountant  pursuant
     to this  Agreement.  No party  shall  disclose,  publish  or  release  such
     information, including the terms of this Agreement, to any person or entity
     without the prior written approval of the party whose  information is to be
     disclosed or as required by law.

XII. MISCELLANEOUS.

     11.1 Severability.  If any provision or provisions of this  Agreement is or
          are illegal under  applicable  law, then such  provision or provisions
          shall be deemed to have not been  written  in the  Agreement,  and the
          remainder of the terms and provisions thereof shall subsist and remain
          enforceable.

     11.2 Entire  Agreement.  This Agreement  constitutes  the entire  Agreement
          between  the  parties  and  replaces  and   supersedes  all  prior  or
          contemporaneous  agreements,  written or oral,  regarding  the subject
          matter hereof.

     11.3 Counterparts. This Agreement may be executed in multiple counterparts,
          including  facsimile  counterparts,  that when  taken  together  shall
          constitute a single instrument.


     IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the date
first written above.


ALPHA FINANCIAL SOLUTIONS, LLC                 ISO: PAWNBROKER.COM



By: Clay Chancey, CEO                         By: William Galine, Vice-President




                                       9
<PAGE>

                                   EXHIBIT E


            CASHCARD AND CASHCARD PROCESSING FEES COMMISSION SCHEDULE


CashCard Retail Pricing Schedule          ISO           Reseller        Retail
--------------------------------          ---           --------        ------

Transaction Type
Client Program Setup                      $  250.00     $  500.00
Client Interface If Requested             $  600.00     $  800.00
Monthly Charge For Interface              n/a           $   40.00
Verifone & Printer                        tbv           tbv

Card Transactions
Issue Card including First Load Fee       $    1.35     $    2.50      $  5.95
Fund Card Load Fee                        $    0.50     $    1.25      $  2.95
ATM Withdrawals                           $    1.10     $    1.25      $  1.50
Declined ATM Withdrawal                   $    0.80     $    0.90      $  1.15
ATM Inquiry                               $    0.80     $    0.90      $  1.15
International ATM Withdrawal              $    3.30     $    3.50      $  3.65
Declined International ATM Withdrawal     $    1.20     $    1.40      $  1.55
International ATM Inquiry                 $    1.20     $    1.40      $  1.55
Point-of-Sale Purchase                    $    0.50     $    0.75      $  1.00
Declined Point-of-Sale Purchase           $    0.35     $    0.50      $  0.60
International Purchase                    $    1.60     $    2.00      $  2.25
Declined International Purchase           $    1.20     $    1.40      $  1.55
Other Transactions
Card Monthly Fee                          $    0.60     $    1.25      $  1.75
Card to Card Transfer                     $    1.25     $    2.00      $  3.00
Card to Calnet Account Transfer           $    0.60     $    0.80      $  1.00
Card to non-Calnet Account                $    0.95     $    1.05      $  1.25
Pass-though to Calnet Account             $    0.25     $    0.35      $  0.55
Pass-though to non-Calnet Account         $    0.60     $    0.80      $  1.00
Direct Deposit to Card DDA                $    0.75     $    0.85      $  1.00
Card Pricing

Long Distance Phone
Long Distance Phone Fee (Domestic US)     $    0.12     $    0.14      $  0.16
Long Distance Phone Fee (International)   tbv           tbv            tbv

Custom Card Cost
Including welcome pack - disclosures
0 -             5,000                     n/a           $    1.20  Plus load fee
5,001 -        10,000                     n/a           $    1.10  Plus load fee




                                      A-1

<PAGE>

10,0001 -      20,000                     n/a           $    1.00  Plus load fee
Custom Cards
Set Up                                    n/a           $  250.00
Additional Proof Cost                     n/a           $  100.00
Four Color                                n/a           $  125.00
Cards will be delivered to retailer as requested w/ shipping cost
Cards come with 1 line of embossing additional lines @ 0.15 per line
Customer service number for merchant
 Will allow 1 customer call for every 10 cards per month free -
  $0.10 per call after

Reserve Fund
Card Order Under 2,000       $150.00
Card Order 2,000 - 5,000     $250.00
Card Order 5,000 - 10,000    $500.00

ISO will place an initial order for 5,000 CashCards
Additional fees may be added as necessary

   NOTES:

     1.   Alpha may adjust fees and CashCard  prices at any time by upon written
          notice to ISO.

     2.   Commissions  shall be  calculated  only on sales  accepted by and fees
          actually collected by Alpha.


1.   Definitions:

     "Sales Period" shall be the 12-month period  beginning the first day of the
month following the Effective Date, except for the first year shall also include
the days during the month the  Agreement  is signed.  A new Sales  Period  shall
commence at the end of the initial Sales Period and continue for 12 months,  and
each 12-month period thereafter, during the Term of the Agreement.

2.   Minimum Sales Requirements:

     To  remain  an ISO for the  CashCard,  ISO must  sell a  minimum  of 25,000
CashCards during each Sales Period.




                                      A-2
<PAGE>


3.   Adjustment of Commissions.

     A. If Alpha  adjusts  the retail  sales  price of the  CashCard or CashCard
processing services (transaction, software, etc.) charged to its customers, then
Alpha may adjust the ISO commissions stated herein,  upon written notice to ISO.
ISO is entitled to  commissions  only on amounts  actually  collected  by Alpha;
adjustments  may be made to reflect  credits for returns and for  allowances for
uncollectible amounts.

     B. If any  service  provider  adjusts  the retail  sales price of the Alpha
Products or  Services  charged to its  customers,  then Alpha may adjust the ISO
commissions stated herein, upon written notice to ISO.















                                      A-3
<PAGE>

                                    EXHIBIT B

                            CONFIDENTIALITY AGREEMENT



     This  Confidentiality  Agreement,  made this 2nd day of April, 2002, by and
between Alpha Financial Solutions, LLC ("Alpha") and Pawnbroker.com, ("ISO").



                                 R E C I T A L S

     A. Alpha desires to enter into an agreement  whereby Alpha will appoint ISO
as a non-exclusive Authorized Independent Service Organization to market Alpha's
CashCard,  and  CashCard  processing  services,  and ISO  desires to accept such
appointment.

     B. In connection with such agreement and appointment,  certain confidential
and  proprietary   information  regarding  the  CashCard,   CashCard  processing
services,  and Alpha Products and Services may be disclosed to ISO to permit ISO
to evaluate the potential or ongoing business transactions.

     C. Alpha  desires  to  establish  the terms  under  which it will  disclose
certain confidential and proprietary information.


     The parties agree as follows:

     1. Confidential Information. Confidential Information shall mean:

          (A) Any data or information that is competitively  sensitive material,
     or  secret,  and not  generally  known to the  public,  including,  but not
     limited to  product  planning  information,  marketing  strategies,  plans,
     finance,  operations,  customer  relationships,  customer  profiles,  sales
     estimates, business plans, and internal performance results relating to the
     CashCard,  CashCard processing services,  or Alpha Products or Services, or
     the past,  present or future  business  activities of Alpha,  or the parent
     corporations,  limited  liability  companies,  subsidiaries  and affiliated
     companies of each, and the  customers,  clients and suppliers of any of the
     foregoing;

          (B)  Any  scientific  or  technical  information,   design,   process,
     procedure, formula, or improvement that is commercially valuable and secret
     in the sense that its confidentiality affords Alpha a competitive advantage
     over its competitors; and



                                      B-1
<PAGE>

          (C) All confidential or proprietary concepts, documentation,  reports,
     data,  specifications,  computer  software,  source code, object code, flow
     charts, databases,  inventions,  information,  know-how, know-how and trade
     secrets, whether or not patentable or copyrightable.

     Confidential  Information  includes  without  limitation,   all  documents,
inventions,   substances,   engineering  and  laboratory  notebooks,   drawings,
diagrams,  specifications,  bills of material, equipment, prototypes and models,
and any other tangible  manifestation  of the foregoing  which now exist or come
into the control or possession of ISO.

     2.  Confidentiality  Obligations.  Except as expressly  authorized by prior
written consent of Alpha, ISO shall:

          (A) Limit access to any Confidential Information received by it to its
     employees who have a need-to-know  in connection with the evaluation of the
     potential or ongoing business  transaction,  and only for use in connection
     therewith; and

          (B) Advise its employees having access to the Confidential Information
     of the proprietary  nature thereof and of the obligations set forth in this
     Confidentiality Agreement; and

          (C) Take  appropriate  action by  instruction  or  agreement  with its
     employees  having  access to the  Confidential  Information  to fulfill its
     obligations under this Confidentiality Agreement; and

          (D)  Safeguard  all  Confidential  Information  received by it using a
     reasonable  degree of care,  but not less than that  degree of care used by
     ISO in safeguarding its own similar information or material; and

          (E)  Use  all  Confidential  Information  received  by it  solely  for
     purposes of evaluating the potential or ongoing business  transactions with
     Alpha, and for no other purpose whatsoever; and

          (F) Not disclose any Confidential  Information received by it to third
     parties; and

          (G) Not disclose the existence of the discussions to any third party.

     Upon the  request of Alpha,  ISO shall  surrender  to Alpha all  memoranda,
notes,  records,  drawings,  manuals,  records, and other documents or materials
(and  all  copies  of  same)   pertaining  to  or  including  the   Confidential
Information.  Upon the  return of such  materials,  ISO  agrees to  certify,  in
writing, that all of the foregoing materials have been surrendered to Alpha.



                                      B-2
<PAGE>

     3. Exceptions to  Confidentiality.  The obligations of confidentiality  and
restriction on use in Section 2 shall not apply to any Confidential  Information
that ISO proves:

          (A) Was in the public  domain  prior to the date of this  Agreement or
     subsequently came into the public domain through no fault of ISO; or

          (B) Was  lawfully  received by ISO from a third  party  (other than an
     Indemnified Party as defined below) free of any obligation of confidence to
     such third party;

          (C) Was  already in the  possession  of ISO prior to receipt  thereof,
     directly or indirectly, from Alpha; or

          (D) Is  required  to be  disclosed  in a  judicial  or  administrative
     proceeding  after  all  reasonable  legal  remedies  for  maintaining  such
     information in confidence  have been exhausted  including,  but not limited
     to,  giving  Alpha  as  much  advance  notice  of the  possibility  of such
     disclosure  as  practical so Alpha may attempt to stop such  disclosure  or
     obtain a protective order concerning such disclosure.

     4. Rights in Confidential Information.  Except as specifically provided for
herein, this Agreement does not confer any right, license, interest or title in,
to or under the Confidential Information to ISO. Except as specifically provided
for herein,  no license is hereby granted to ISO, by estoppel or otherwise under
any patent,  trademark,  copyright,  trade secret or other proprietary rights of
Alpha. Title to the Confidential Information shall remain solely in Alpha or the
applicable Indemnified Party.

     5. Indemnity by ISO. ISO agrees to indemnify and hold harmless  Alpha,  its
respective  officers,  directors,  parent companies,  employees,  managers,  and
members  (as to each,  an  "Indemnified  Party")  from and  against  any and all
losses, claims, damages and expenses (including,  but not limited to, attorneys'
and experts' fees, costs of investigation  and costs of settlement) which result
from ISO's breach of this  Agreement or  unauthorized  use or  disclosure of the
Confidential  Information.  ISO's  indemnification  obligations  pursuant to the
immediately preceding sentence shall include an obligation to indemnify and hold
harmless each Indemnified  Party,  from and against any and all losses,  claims,
damages and  expenses  asserted  by anyone  claiming  by,  through or under such
Indemnified Party.

     6. Equitable Relief.  ISO and Alpha agree that money damages would not be a
sufficient  remedy for breach of the  confidentiality  and other  obligations of
this Agreement. Accordingly, in addition to all other remedies that either party
may have,  Alpha shall be entitled to specific  performance  and  injunctive  or
other  equitable  relief as a remedy for any breach of the  confidentiality  and
other  obligations of this Agreement.  ISO agrees to waive any requirement for a
bond in connection with any such injunctive or other equitable relief.



                                      B-3
<PAGE>

     7.  Governing  Law.  This  Agreement  and  performance  hereunder  shall be
governed by the laws of the state of Colorado,  excluding  its conflicts of laws
rules.


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.


ALPHA FINANCIAL SOLUTIONS, LLC                ISO: PAWNBROKER.COM



By:  Clay Chancey                            By:  William Galine

Its: CEO                                      Its: Vice-President