EXHIBIT 10.1


                         Sales and Fulfillment Agreement

This Sales and Service  Agreement (the  "Agreement") is made and entered into as
of September __, 2000 (the "Effective Date") by and between Pawnbroker.com, Inc.
("Pawnbroker.com"),  a Delaware corporation with its principal office located at
85 Keystone,  Suite A, Reno, Nevada, 89503, and Jewelry Edge ("Jewelry Edge"), a
________  corporation  with its principal  office located at __________,  Texas.

     WHEREAS,   Pawnbroker.com   operates   a   web   site   located   at   URL:
http://www.pawnbroker.com  (the "Pawnbroker.com Web Site"), which is designed to
offer merchandise from the inventories of its participating  member  pawnbrokers
("Members")  and to facilitate  transactions  between such Members and buyers or
potential buyers ("Buyers") who visit the Pawnbroker.com Web Site;

     WHEREAS,  Jewelry Edge is engaged in the jewelry business,  including sales
and marketing of high quality  jewelry  products and merchandise and operating a
manufacturing,   repair,  cleaning,   warehousing  and  shipping  facility  (the
"Consolidation Center");

     WHEREAS,  Jewelry Edge desires to offer jewelry merchandise for sale on the
Pawnbroker Web Site and  Pawnbroker.com  desires to offer such  merchandise  for
sale on its web sites in cooperative a marketing arrangement; and

     WHEREAS,  Jewelry  Edge desires to provide  Pawnbroker.com  and its Members
certain  fulfillment   services,   including  jewelry  processing,   appraising,
inventory control,  packaging and shipping at a predetermined  service fee based
on the sale of such merchandise;


     NOW,  THEREFORE,  in  consideration  of the mutual  premises and  covenants
hereinafter  set forth,  and intending to be legally bound,  Pawnbroker.com  and
Jewelry Edge hereby agree as follows:

1.   Assignment and Sales Agreement.

1.1  Jewelry  Edge  agrees  that  it will  offer  up  25,000  items  of  jewelry
     merchandise  for  sale  on the  Pawnbroker  Web  Site  (the  "Jewelry  Edge
     Products").  Jewelry Edge agrees that it will provide  Pawnbroker.com (i) a
     description  of each item of offer  Jewelry Edge  Product  listed for sale,
     including  the type of  jewelry,  price,  carat  weight,  quality and other
     information;  (ii)  pictures of such  Jewelry Edge Product in a format that
     can be posted on the  Pawnbroker.com  Web  site;  and (iii) any  qualifying
     information necessary for a customer to make a purchasing decision.

1.2  Pawnbroker.com  shall  use  commercially  reasonable  efforts  to post  the
     Jewelry Edge Products for sale on the Pawnbroker Web Sites and process such
     order in accordance with Section 2 of this Agreement.  Notwithstanding  the
     foregoing,  Pawnbroker.com  does  not  warrant  that  the use of any of the
     Pawnbroker  Web Site  will be  uninterrupted,  error-free  or  continuously
     available.



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1.3  Pawnbroker.com  shall be entitled to retain a 3%  commission  from the Sale
     Price of Jewelry Edge Products  purchased  through the  Pawnbroker.com  Web
     site.  "Sale  Price"  means the price of such  product,  excluding  charges
     related to shipping, handling insurance and sales tax, if any.

1.4  Jewelry Edge Products sold through  Pawnbroker  Web Site may be returned by
     the  purchaser to Jewelry Edge for any reason within ten days after receipt
     thereof. Such right to return Jewelry Edge Products is in lieu of any other
     representation  or  warranty,  express or implied,  related to Jewelry Edge
     Product sold through Pawnbroker Web Site. For each return of a Jewelry Edge
     Product,  Pawnbroker.com  may charge back to Jewelry Edge the sale price of
     such product,  plus shipping and handling charges and state sales tax, less
     Pawnbroker.com's commissions.

2.   Distribution and Fulfillment Agreement.

2.1  Jewelry   Edge   agrees  to   provide   Pawnbroker.com   and  its   Members
     consolidation,  distribution  and fulfillment  services  related to jewelry
     merchandise  offered  for  sale  on  Pawnbroker.com  (the   "Pawnbroker.com
     Product").   Jewelry  Edge  will  accept  Pawnbroker.com  Products  at  its
     Consolidation  Center,  and  Jewelry  Edge will,  at no  initial  charge to
     Pawnbroker.com  or its Member,  (i) clean and polish such item;  (ii) price
     each item for sale on the Pawnbroker.com Web site (such price shall include
     the 3%  Fulfillment  Fee);  (iii)  photograph  each  item;  (iv)  provide a
     description of the item for publishing on the  Pawnbroker.com Web site; (v)
     insure each item at replacement  cost; and (vi) provide  monthly reports on
     the inventory of the Pawnbroker.com Products.

2.2  Pawnbroker.com  will pay Jewelry Edge a service fee equal to 3% of the Sale
     Price of such transaction (the "Fulfillment Fee") for fulfillment  services
     related   to  all   orders  for   Pawnbroker.com   Products   sold  on  the
     Pawnbroker.com Web site and processed by Jewelry Edge under this Agreement.
     Jewelry Edge will provide the following fulfillment  services:  (i) process
     the order  information such that such order is fulfilled and shipped to the
     applicable  customer  within two (2)  business  days from  notification  by
     Pawnbroker.com;  (ii) ship such product by using a shipping  service with a
     reliable  tracking  method;   (iii)  provide  such  products  in  a  manner
     consistent  with  the  way  in  which  such  products  were  advertised  or
     represented on the  Pawnbroker.com  Web site; (iv) use reasonable  business
     practices in providing service,  maintenance and other assistance requested
     by  customers  in  connection  the order;  (v) comply  with the refunds and
     exchange  policy on the  Pawnbroker.com  Web site,  as such  policy  may be
     modified  from time to time  during the term of this  Agreement;  and (vii)
     comply with all  applicable  laws. The  Fulfillment  Fee shall not apply to
     Jewelry Edge Products.

2.3  Jewelry Edge shall provide a monthly report to Pawnbroker.com within thirty
     (30) days following the end of a calendar month of all transactions related
     to Jewelry Edge Products and Pawnbroker.com  Products that are sold through
     the  Pawnbroker.com  Web  site  and  fulfilled  by  Jewelry  Edge,  and all
     applicable  returns of such products during that time period.  Jewelry Edge
     shall provide additional reports as Pawnbroker.com may reasonably request.



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2.4  Jewelry Edge will at its sole expense at all times shall maintain a bond or
     insure the Pawnbroker.com Products against loss, damage, theft or from such
     casualties  as  Pawnbroker.com  may  require  to  cover  the  cost  of  the
     Pawnbroker.com  Products plus ten percent (10%) of the cost. Such insurance
     shall  specifically  name the  Pawnbroker.com  as  insured  party with loss
     payable to Pawnbroker.com. Jewelry Edge shall provide Pawnbroker.com with a
     certificate of insurance as may be satisfactory to  Pawnbroker.com.  Unless
     Jewelry  Edge  provides  Pawnbroker.com  with  evidence  of  the  insurance
     coverage or bond as required by this Agreement, Pawnbroker.com may purchase
     insurance at Jewelry Edge's expense to protect Pawnbroker.com's interest.


3.   Order Processing by Pawnbroker.com

3.1  For each  order for  Jewelry  Edge  Products  and  Pawnbroker.com  Products
     processed through a Pawnbroker Web Site,  Pawnbroker.com shall (i) bill for
     and collect from customers any amounts  charged with respect to any of item
     purchased  by customers by or through the  Pawnbroker  Web Site;  (ii) make
     available  to Jewelry  Edge for  retrieval  (via a Web site) the  necessary
     order  information,  such as dollar amount of the order, the items ordered,
     and the delivery information such as name, address,  phone number and email
     address of each  purchaser;  (iii)  maintain all customer and other records
     pertaining to such persons. Pawnbroker.com will collect its standard charge
     for  shipping,  handling  and  insurance  from  purchasers  of Jewelry Edge
     Products  and will pay such amounts to Jewelry  Edge.  Jewelry Edge will be
     responsible  for  shipping and  handling,  and  Pawnbroker.com  will not be
     liable to Jewelry Edge if actual shipping,  handling and insurance  charges
     exceed the amount collected by Pawnbroker.com.


4.   Term and Termination

4.1  This  Agreement  shall  commence on the  Effective  Date and unless  sooner
     terminated  as provided in this  agreement,  shall remain in full force and
     effect for a term of twelve (12) months (the "Initial  Term").  Thereafter,
     this Agreement shall  automatically renew for successive one (1) year terms
     ("Renewal  Term")  provided,  however,  that a  party  may  terminate  this
     Agreement  on the  expiration  of the Initial  Term or any Renewal  Term by
     delivering  written  notice of termination to the other not less than sixty
     (60) days before the expiration of such Initial or Renewal Term.

4.2  In addition to any other remedy available at law or in equity, either party
     may terminate  this  Agreement  immediately,  in whole or in part,  without
     further obligation to the other party in the event of:

          (i)  any  breach  of this  Agreement  by the other  party  that is not
               remedied within 30 days notice of such breach in writing; or

          (ii) the other  party's  making an  assignment  for the benefit of its
               creditors,  the filing of a  voluntary  or  involuntary  petition
               under any bankruptcy or



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               insolvency   law,   under  the   reorganization   or  arrangement
               provisions  of the United  States  Bankruptcy  Code, or under the
               provisions of any law of like import in connection with the other
               party,  or the appointment of a trustee or receiver for the other
               party or its property.

4.2  Upon termination or expiration of this Agreement,  (i) Pawnbroker.com shall
     immediately  stop all  active  marketing  and  promotion  of  Jewelry  Edge
     Products, (ii) Jewelry Edge shall continue process and fulfill all customer
     orders  received prior to termination as necessary,  and (iii) Jewelry Edge
     shall  immediate  ship (FOB  Destination),  at  Jewelry  Edge's  cost,  all
     Pawnbroker.com Products to Pawnbroker.com's principal office.


5.   Limitations of Liability.

EXCEPT AS PROVIDED IN THIS SECTION 5, NEITHER PARTY SHALL BE LIABLE TO THE OTHER
FOR ANY SPECIAL,  INDIRECT,  INCIDENTAL,  OR  CONSEQUENTIAL  DAMAGES,  INCLUDING
WITHOUT LIMITATION,  LOSS OF REVENUES,  LOSS OF PROFITS, OR OTHER COSTS, EVEN IF
THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION
SHALL  APPLY TO ANY  CLAIM  OR  CAUSE OF  ACTION  WHETHER  IN  CONTRACT  OR TORT
(INCLUDING  NEGLIGENCE) STRICT LIABILITY,  OR BREACH OF WARRANTY,  BUT SHALL NOT
APPLY IF (I) A JEWELRY  EDGE'S PRODUCT IS DETERMINED TO BE DEFECTIVE AND TO HAVE
CAUSED  BODILY  INJURY OR DEATH,  OR (II) IF SUCH  DAMAGES ARE THE RESULT OF THE
OTHER  PARTY'S  GROSS  NEGLIGENCE  OR  WILLFUL  MISCONDUCT.  IN NO  EVENT  SHALL
PAWNBROKER.COM'S  TOTAL  AGGREGATE  LIABILITY  UNDER  OR  AS A  RESULT  OF  THIS
AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY JEWELRY EDGE HEREUNDER.

6.   General.

6.1  This Agreement represents the entire agreement of the parties regarding the
     subject matter hereof,  and supercedes all prior oral or written collateral
     representations, agreements, or understandings regarding the subject matter
     hereof.

6.2  This  Agreement  will be deemed to have been  executed and delivered in the
     State of Nevada and it will be governed by and construed in accordance with
     the laws of the State of Nevada, excluding its choice of law rules.

6.3  All notices,  requests and other communications to any party hereunder will
     be in writing  (including  facsimile  transmission or similar  writing) and
     will be given to such party at its  address or  facsimile  number set forth
     below or at such  other  address  or  facsimile  number  as such  party may
     hereafter  specify for such  purposes.  Each such notice,  request or other
     communication  will be  effective  (i) if given  by  facsimile,  when  such
     facsimile is transmitted to the facsimile  number specified in this Section
     and  confirmation  of  receipt  is  obtained  or (ii) if given by any other
     means, when received at the address specified below.



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6.4  Neither  party  shall  be  liable  for any  delay  or  failure  to meet its
     obligations pursuant to this Agreement due to natural  circumstances beyond
     its  reasonable  control,   including,  but  not  limited  to  war,  riots,
     insurrection,  civil commotion,  fire, flood,  storm or inability to obtain
     necessary labor,  materials or manufacturing  facilities as a direct result
     of such natural disasters.

6.5  If any term or  provision  of this  Agreement  is found  to be  invalid  or
     unenforceable for any reason, it shall be adjusted rather than avoided,  if
     possible,  so as best to  accomplish  the  objective  of the parties to the
     extent possible.  In any event, the remaining terms and provisions shall be
     deemed valid and  enforceable.  It is expressly  understood and agreed that
     each  provision of this  Agreement  providing for a limitation of liability
     disclaimer or limitation of warranties, or exclusion of damages is intended
     by the parties to be severable and independent of any other  provisions and
     to be enforced as such.

6.6  This Agreement shall be binding on the parties and on their  successors and
     assigns.  Except as  expressly  provided  herein,  Jewelry  Edge  shall not
     transfer,  assign or subcontract any right or obligation  hereunder without
     the prior  written  consent of  Pawnbroker.com,  which consent shall not be
     unreasonably withheld.

6.7  The failure of either party at any time to require performance by the other
     party of any provision hereof shall not affect in any way the full right to
     require such  performance at any time  thereafter;  nor shall the waiver by
     either party of a breach of any  provision  hereof be taken or held to be a
     waiver of the provision itself.

6.8  Each party to this  Agreement  agrees to execute and deliver all  documents
     and to perform all further acts and to take any and all further  steps that
     may be reasonably  necessary to carry out the  provisions of this Agreement
     and the transactions contemplated hereby.

6.9  This  Agreement  may be  executed in  counterparts,  each of which shall be
     deemed  an  original,   but  which  together  shall   constitute  a  single
     instrument.

6.10 The  parties are  independent  contractors,  and  neither  party shall hold
     itself out as an agent of the other.  Except as expressly  provided herein,
     neither party shall have any authority to bind or obligate the other in any
     manner.



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     IN WITNESS  WHEREOF,  the Parties  hereto agree to the provisions set forth
above and have executed this Agreement as of the Effective Date.

Pawnbroker.com, Inc.:                     JEWELRY EDGE:



Signed:                                   Signed:
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Printed name:                             Printed name:
             ------------------                         ---------------------

Title:                                    Title:
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Date:                                     Date:
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                                   EXHIBIT A