EXHIBIT 10.2


                             SUBSCRIPTION AGREEMENT

                              PAWNBROKER.COM, INC.


THIS AGREEMENT made effective as of the ___ day of August,  2000 (the "Effective
Date")

BETWEEN:

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

(the "Company")

AND:

THE PARTY NAMED AS SUBSCRIBER BELOW

(the "Subscriber")

WHEREAS:

     A. The  Company is  currently  offering  1,000,000  units (the  "Units") at
     US$2.00 per Unit,  each Unit consisting of one share of common stock with a
     par value of $0.00001 (a "Common  Share")  and one  non-transferable  share
     purchase warrant (a "Warrant"),  to certain non "U.S.  Persons" in an offer
     and sale that satisfies  certain  requirements  of Regulation S promulgated
     under the  Securities Act  ("Regulation  S"). Each Warrant will entitle the
     Subscriber  to  subscribe  for one  additional  Common  Share at a price of
     US$3.00 per share at any time up to 5:00 p.m. local time in Reno, Nevada on
     the first  anniversary of the Closing Date.  The Units,  the Common Shares,
     and the Warrants are referred to in this Agreement as the "Securities";

     B. 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  Subscription. On the terms and subject to the conditions of this Agreement,
     the Subscriber tenders this subscription and irrevocably subscribes for the
     purchase  of the  number  of Units  set out below at the price of $2.00 per
     Unit,  pursuant to an exemption from registration  under Regulation S. Each
     Unit  consists  of one  Common  Share  and one  Warrant.  Each  Warrant  is
     exercisable to purchase one  additional  Common Share at a price of US$3.00
     per share at any time up to 5:00  p.m.  local  time in Reno,  Nevada on the
     first  anniversary  of the Closing  Date.  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  tenders to the Company the subscription funds set out below
     (the  "Subscription  Funds") for the Units  subscribed for in the form of a
     wire transfer payable to "Pawnbroker.com, Inc."


2.   REPRESENTATIONS, WARRANTIES, AND COVENANTS

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

     (a)  The  Subscriber  is  purchasing  the Units,  consisting  of the Common
          Shares and the Warrants, 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 of the Units, or upon exercise
          of the Warrants,  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  registration  statement  on Form S-1 (the "Form  S-1")
          filed with the United States  Securities and Exchange  Commission (the
          "SEC")  pursuant to the Securities  Act, and the Company's  reports on
          Form 10-K and 10-Q pursuant to the Securities Exchange Act of 1934, as
          amended.

     (c)  In making  the  Subscriber's  decision  to invest  in the  Units,  the
          Subscriber  has carefully  reviewed and is familiar with the Company's
          Form S-1, as amended,  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  Form  S-1  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.

     (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.



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     (g)  The  Subscriber  is  able  to (i)  hold  the  Common  Shares  and,  if
          exercised, the Common Shares underlying the Warrants 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 Units:

          (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 Units 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 Units,  consisting of the Common Shares and
               the Warrants,  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  issuable  upon
          purchase of the Units and the Common  Shares  issuable on the exercise
          of the Warrants 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 the Warrants and that similar  notations may be made on the
          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


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          (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)  The  Subscriber  understands  and agrees that the  Warrants may not be
          exercised   unless   registered  under  the  Securities  Act  and  any
          applicable  state  securities  laws or unless an exemption  from those
          registration   requirements  is  available,   and  that   certificates
          representing the Warrants will bear a legend to that effect.

     (m)  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.

     (n)  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.

     (o)  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  Units,
          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 or Warrants,  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.

(c)  the Subscriber acknowledges that any person who exercises a Warrant will be
     required to provide to the Company either:

     (i)  written  certification  that it is not a U.S.  Person  and  that  such
          Warrant is not being  exercised  within the United States or on behalf
          of, or for the account or benefit of, a U.S. Person; or

     (ii) a written  opinion of counsel or other  evidence  satisfactory  to the
          Company to the effect that the  Warrants  and the Warrant  Shares have
          been  registered   under  the  Securities  Act  and  applicable  state
          securities laws or are exempt from registration thereunder.

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,  and the Company will issue a warrant  certificate or  certificates
     representing the Warrants comprising the Units 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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                                       6



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



PAWNBROKER.COM, INC.

Per:



-------------------------------------
Authorized Signatory



<PAGE>


                        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

        Attn:
        -------------------------------------------------


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

        Attn:
        -------------------------------------------------


C.   Subscription Amount:

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

     Number of Units:    ---------Units (where each Unit consists of one share
                         and one share purchase warrant. Each warrant will
                         entitle the Subscriber to subscribe for one additional
                         common share of the Company on the terms set forth in
                         paragraph 1.1 of this Subscription Agreement).




                                      -1-
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                  TO BE COMPLETED AND SIGNED BY THE SUBSCRIBER:






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



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Signature of Subscriber



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Title (if applicable)











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