EXHIBIT 3.7



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                              PAWNBROKER.COM, INC.



     Pursuant  to Section  242 of the  General  Corporation  Law of the State of
Delaware, PAWNBROKER.COM, INC., a Delaware corporation (the "Corporation"), DOES
HEREBY CERTIFY:

     FIRST: That the name of the Corporation is PAWNBROKER.COM, INC.

     SECOND:  That the Board of Directors of the Corporation,  acting by consent
in lieu of a special meeting pursuant to Section 141 of the General  Corporation
Law of the State of Delaware,  duly authorized and adopted resolutions on May 4,
2001,  setting forth proposed  amendments to the Certificate of Incorporation of
the Corporation  and declaring said amendments to be advisable and  recommending
approval  of  such  amendment  by  the  stockholders  of  the  Corporation.  The
resolution setting forth the proposed amendments is as follows:

     FURTHER  RESOLVED:  that,  upon  stockholder  approval,  the Certificate of
     Incorporation of the Corporation be amended to: (i) decrease the authorized
     share capital of the Corporation by reducing the total number of authorized
     shares of  capital  stock  from One  Hundred  Fifty  Million  (150,000,000)
     shares,  consisting of one hundred million shares  (100,000,000)  of Common
     Stock, par value $0.0001 per share,  and fifty million shares  (50,000,000)
     of  Preferred  Stock,  par  value  $0.0001  per  share,  to  Sixty  Million
     (60,000,000)  shares,  consisting of fifty million shares  (50,000,000)  of
     Common  Stock,  par  value  $0.0001  per  share,  and  ten  million  shares
     (10,000,000) of Preferred Stock, par value $0.0001 per share,  effective at
     5:00 p.m. (Eastern Daylight Savings Time) on August 1, 2001 (the "Effective
     Time"); and (ii) effect a 1 for 10 combination of the 50,803,567 issued and
     outstanding shares of Common Stock of the Corporation,  with a par value of
     $0.0001,   so  that  the  issued  and  outstanding  share  capital  of  the
     Corporation,  after such  reverse  split,  shall  consist of  approximately
     5,080,357 issued and outstanding  shares of Common Stock,  with a par value
     of $0.0001,  effective at the Effective Time, by amending  subparagraph (a)
     of the FOURTH paragraph of the Certificate of Incorporation in its entirety
     as follows:

          (a) Authorized  Capital  Stock.  The total number of shares of capital
          stock  which the  Corporation  is  authorized  to issue shall be sixty
          million  (60,000,000)  shares,  consisting  of  fifty  million  shares
          (50,000,000)  of common stock,  par value  $0.0001 per share


<PAGE>

          ("Common  Stock"),  and ten million shares  (10,000,000)  of preferred
          stock,  par value  $0.0001 per share  ("Preferred  Stock").  The Fifty
          Million  Eight  Hundred  Three   Thousand  Five  Hundred   Sixty-Seven
          (50,803,567)  shares of issued  and  outstanding  Common  Stock of the
          Corporation,   with  a  par  value  of  $0.0001,   either  issued  and
          outstanding or held by the Corporation as treasury stock,  immediately
          prior to 5:00 P.M.  (Eastern  Daylight Savings Time) on August 1, 2001
          (the  "Effective  Time"),  shall  be  automatically  reclassified  and
          changed  (without  further act) so that each ten (10) shares of Common
          Stock issued and outstanding at the Effective Time shall represent one
          (1) fully-paid and  non-assessable  share of Common Stock,  with a par
          value of $0.0001. All warrants, stock options,  convertible debentures
          and other  rights to obtain or hold  shares of Common  Stock  existing
          immediately  prior to the Effective  Time shall also be subject to the
          one-share  for  ten-shares  combination  described  above.  Fractional
          shares  resulting from the share  combination  described above will be
          rounded up to the next whole share.

     THIRD:  That thereafter,  pursuant to resolution of the Board of Directors,
an annual meeting of the  stockholders  of the  Corporation  was duly called and
held on July 5, 2001, upon notice in accordance  with  applicable  provisions of
the  General  Corporation  Law of the State of  Delaware,  at which  meeting the
necessary  number of shares as  required  by statue  were  voted in favor of the
amendment set forth in this Certificate of Amendment.

     FOURTH:  That this  amendment  shall be  effective  at 5:00  P.M.  (Eastern
Daylight Savings Time) on August 1, 2001.

     FIFTH:  That this  Certificate  of Amendment was duly adopted in accordance
with the provisions of Section 242 of the General  Corporation  Law of the State
of Delaware.

     DATED this 18th day of July, 2001.


                                    By: /s/ William Galine
                                        ---------------------------------------
                                        William Galine

                                    Title:  Vice President and Director