EXHIBIT 10.3


                          STRATEGIC ALLIANCE AGREEMENT

This Strategic  Alliance Agreement (the "Agreement") is made and entered into as
of October 11, 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 First Cash Financial  Services,
Inc. ("First Cash"), a Delaware corporation with its principal office located at
690 East Lamar, Suite 400, Arlington, Texas, 76011.

     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,  Pawnbroker.com has designed technology that permits Members offer
merchandise  at  negotiable  prices using an automated  negotiation  system (the
"Negotiation System");

     WHEREAS,  First Cash is the United  State's third largest  publicly  traded
pawnshop  operator and  currently  owns and operates 114 pawn and check  cashing
stores in Texas, Oklahoma, Washington, D.C., Maryland, Missouri, South Carolina,
Virginia and Mexico,  and currently offers  merchandise for sale on the Internet
at www.firstcash.com (the "First Cash Web Site"); and

     WHEREAS,  First Cash desires to offer  merchandise from its inventories for
sale on the  Pawnbroker  Web  Sites and  Pawnbroker.com  desires  to offer  such
merchandise for sale on its web sites in a cooperative marketing arrangement.

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

SECTION 1--DEFINITIONS.

1.1 "Damages" means liabilities,  damages, awards,  settlements,  losses, claims
and expenses,  including  reasonable  attorney's  fees and expenses and costs of
investigation.

1.2 "Intellectual  Property Rights" 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.

1.3  "Proprietary  Information"  means  all  business  strategies,   ideas,  and
information provided by either party hereunder,  and any non-public  information
regarding the business of a party where such  information is marked or otherwise
communicated as being "proprietary" or "confidential" or the like, or where such
information is, by its nature, confidential.

1.4  "First  Cash  Product"  means  those  products  of First  Cash that will be
marketed and listed for sale on the Pawnbroker.com Web Site. First Cash Products
shall include all  merchandise  posted for sale on the First Cash Web Site under
the following categories: Antiques/Collectibles;



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Jewelry/Gemstones;  Cameras/Optics;   Coins/Bullion/Stamps;   Electronics;  CDs,
Videos, Games; Sporting Goods; Tools and Vehicles. First Cash Products shall not
include   Weapons,   Pornography,   unlawful   items  or  items   that   violate
Pawnbroker.com's  standard  merchandise  listing  policies,  as  interpreted  by
Pawnbroker.com,  in its sole discretion. The parties will mutually designate the
particular Pawnbroker Web Sites on which such products will be offered, marketed
and listed, from time to time during the term of this Agreement.

1.5 "First Cash's Promotional Content" means all text, information, data, images
(still  and  moving),  sound  recordings  and  all  other  materials,   designs,
trademarks, trade names, copyrighted materials,  references or other information
(including,  without  limitation  pricing  information)  related  to First  Cash
Products, which is provided to Pawnbroker.com hereunder.

1.6 "Pawnbroker Web Sites" means the  Pawnbroker.com  Web Site and any other web
site in which  Pawnbroker.com  offers  Member  merchandise  for sale or in which
Pawnbroker.com operates from time to time.

1.7 "Warrant" means a warrant  issuable to First Cash pursuant to Section 4.4 of
this Agreement.

SECTION 2--RESPONSIBILITIES OF FIRST CASH

2.1  First  Cash  agrees  that it will  offer  its  entire  First  Cash Web Site
inventory of First Cash Products for sale on the Pawnbroker Web Sites during the
term of this Agreement,  and shall designate the particular Pawnbroker Web Sites
on which such products will be marketed and listed, from time to time during the
term of this  Agreement.  All items of First Cash Products  shall be offered for
sale on the  Pawnbroker.com  Web Site and/or the First Cash Web Site,  the First
Cash retail stores,  as well as, any additional Web Sites,  which First Cash may
elect to use.  All sales of First  Cash  products  shall be filled on a first in
first out basis.

2.2 First Cash shall  provide  Pawnbroker.com  with all  necessary  First Cash's
Promotional  Content in a timely manner during the term of this  Agreement,  and
First Cash hereby grants Pawnbroker.com a non-exclusive, worldwide, royalty-free
license, with a right of sublicense,  to use, copy, modify, display, publish and
distribute such First Cash Promotional Content for the marketing,  promotion and
sale of the First Cash Products on or through the Pawnbroker Web Sites. Pursuant
to the foregoing  license,  Pawnbroker.com  may modify First Cash's  Promotional
Content so that it is  customized to fit the style,  layout,  colors and general
appearance of the Pawnbroker Web Sites on which such content will be published.

2.3 First  Cash  agrees  that it will  offer  First Cash  Products  through  the
Pawnbroker  Web Sites on pricing terms no less  favorable  than those offered to
its own  customers  of its First  Cash Web Site.  For each  order for First Cash
Products  processed  through  the  Pawnbroker  Web  Sites,  First Cash shall (i)
retrieve 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,  provided  that such First Cash Product has not been  previously
sold; (ii) ship First Cash Products 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  Web
Sites; (iv) treat such customer fairly and in accordance with reasonable



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business  practices;  (v) provide all service,  maintenance and other assistance
requested by customers in connection with First Cash Products;  (vi) comply with
the refunds and exchange policy on the  Pawnbroker.com Web sites, as such policy
may be modified from time to time during the term of this  Agreement;  and (vii)
comply  with all  applicable  laws.  In the event a First Cash  Product has been
sold, First Cash will immediately  notify  Pawnbroker.com  that such product has
been sold and that any order for such First Cash Product can not be processed.

SECTION 3--RESPONSIBILITIES OF PAWNBROKER.COM

3.1  Pawnbroker.com  shall use commercially  reasonable efforts to publish First
Cash's Promotional  Content on locations  mutually  acceptable to the parties on
the Pawnbroker Web Sites in order to market First Cash Products for sale on such
web sites.  Notwithstanding the foregoing,  Pawnbroker.com does not warrant that
the use of any of the Pawnbroker Web Sites will be uninterrupted,  error-free or
continuously available.

3.2  Pawnbroker.com  shall  use  commercially   reasonable  efforts,   with  the
cooperation  and  assistance  of First  Cash  technical  personnel,  to  develop
electronic data capture technology to download for listing on the Pawnbroker Web
Sites the First Card Products posted on the First Cash Web Site.

3.3 For each order for First Cash 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 First Cash Product  purchased by customers by or
through the Pawnbroker Web Site; (ii) make available to First Cash 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;  and (iii)  maintain  all
customer  and other  records  pertaining  to such  persons.  Except as expressly
provided  in  this  Agreement,  Pawnbroker.com  shall  have  no  obligations  or
liability  whatsoever with respect to the fulfillment and shipment of orders for
First Cash Products or related  customer service in the fulfillment and shipment
of such orders.  Pawnbroker.com  will collect its standard  charge for shipping,
handling and insurance from  purchasers of First Cash Products and will pay such
amounts to First Cash.  Originating First Cash pawnshops will be responsible for
shipping  and  handling,  and  Pawnbroker.com  will not be liable to First  Cash
and/or such  originating  pawnshops if actual  shipping,  handling and insurance
charges exceed the amount collected therefore.

3.4  Pawnbroker.com  acknowledges  that First Cash retains all right,  title and
interest  (including all  Intellectual  Property  Rights) in and to First Cash's
Promotional Content, subject to the license granted to Pawnbroker.com 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.

3.5 PAWNBROKER.COM HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS,  EXPRESS
AND IMPLIED, AND ALL LIABILITY FOR DAMAGES OF ANY KIND RESULTING OR ARISING FROM
(A) THE  PAWNBROKER  WEB  SITES,  ITS  USE OR  CONTINUED  AVAILABILITY,  AND ANY
MATERIALS,  INFORMATION OR PRODUCTS AVAILABLE OR ACCESSIBLE  THEREFROM,  AND (B)
ANY PARTICULAR LEVEL OF ORDERS RECEIVED OR SALES MADE OF FIRST CASH PRODUCTS



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THROUGH THE PAWNBROKER WEB SITES OR  PAWNBROKER.COM'S  MARKETING AND PROMOTIONAL
EFFORTS AS REQUIRED HEREUNDER.

3.6  Pawnbroker.com  shall provide customer support services for transactions of
First Cash  Products  through the  Pawnbroker  Web Sites,  with such  reasonable
assistance as may be required  from time to time by First Cash customer  service
staff.  Pawnbroker.com's customer service shall only communicate with First Cash
customer service staff and not with individual First Cash pawn stores.

3.7  Pawnbroker.com  shall not  offer  employment  or cause any of First  Cash's
employees to leave First Cash for a period of five (5) years from the  effective
date of this Agreement.

SECTION 4--PRICING, PAYMENT AND SECURITY

4.1 Before listing any First Cash Product or First Cash  Promotional  Content on
the  Pawnbroker  Web Sites,  First Cash shall  notify  Pawnbroker.com  as to the
minimum price for each item of First Cash Product (the "Minimum  Price") for the
purposes of  offering  such First Cash  Product for sale using  Pawnbroker.com's
Negotiation  System.  The minimum  price  shall be lower than the listed  retail
price for each item of First Cash  Product  published on the First Cash Web Site
and such Minimum Price shall not be disclosed on the Pawnbroker Web Sites.

4.2 First Cash and  Pawnbroker.com  agree  that First Cash shall use  reasonable
efforts  to  develop a system by which the  Minimum  Price for each  First  Cash
Product  will be reduced each 90 days after such First Cash Product is initially
listed.  The Minimum  Price will be reduced  using a formula  developed by First
Cash for each category of merchandise  listed on the  Pawnbroker Web Sites.  The
price reduction shall exclude jewelry.

4.3  Pawnbroker.com  shall reimburse  First Cash for the difference  between the
Minimum   Price  and  sales  price  if  any  First  Cash   Product  is  sold  by
Pawnbroker.com for a price less than the Minimum Price, as adjusted.

4.4  Pawnbroker.com  agrees to issue  First Cash  Warrants,  vesting  subject to
certain terms and conditions, exercisable to acquire a total of 1,500,000 shares
of Pawnbroker.com common stock as consideration for listing merchandise for sale
on the  Pawnbroker  Web Sites and for agreeing to sell First Cash  Products at a
Minimum Price  pursuant to Section 4.1 and to accept  certain  reductions in the
Minimum Price for First Cash Products pursuant to Section 4.2 of this Agreement.

     (a)  Pawnbroker.com  shall issue to First Cash three  warrants,  Warrant A,
Warrant B and Warrant C, in the forms  attached  hereto as Exhibit A,  Exhibit B
and  Exhibit  C,  respectively  (collectively,  the  "Warrants"),  each  warrant
exercisable to acquire  500,000 shares of  Pawnbroker.com  common stock at $2.00
per share, subject to certain  adjustments.  First Cash agrees that the Warrants
will contain the following terms:

          (i)  Warrant A shall be  immediately  exercisable  to acquire  500,000
          shares of Pawnbroker.com common stock at $2.00 per share, each warrant
          exercisable to acquire 500,000 shares of  Pawnbroker.com  common stock
          at $2.00 per share,



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<PAGE>


          subject  to certain  adjustments  as set forth in Warrant A, and shall
          terminate on October 11, 2005, five years from the date of issuance;

          (ii) Warrant B shall vest and become  exercisable on October 11, 2001,
          to acquire 500,000 shares of Pawnbroker.com  common stock at $2.00 per
          share,   each  warrant   exercisable  to  acquire  500,000  shares  of
          Pawnbroker.com  common  stock at $2.00 per  share,  subject to certain
          adjustments as set forth in Warrant B, and shall  terminate on October
          11,  2006,  five years from the vesting  date;  provided  however that
          Warrant  B shall be null  and  void in the  event  this  Agreement  is
          terminated for any reason on or before October 11, 2001; and

          (iii) Warrant C shall vest and become exercisable on October 11, 2002,
          to acquire 500,000 shares of Pawnbroker.com  common stock at $2.00 per
          share,   each  warrant   exercisable  to  acquire  500,000  shares  of
          Pawnbroker.com  common  stock at $2.00 per  share,  subject to certain
          adjustments as set forth in Warrant C, and shall  terminate on October
          11,  2007,  five years from the vesting  date;  provided  however that
          Warrant  C shall be null  and  void in the  event  this  Agreement  is
          terminated for any reason on or before October 11, 2002.

     (b) First  Cash  understands  that  Pawnbroker.com  is  relying  on certain
agreements,  representations and warrants by First Cash, in determining to offer
and issue the  Warrants to First Cash in a manner  exempt from the  registration
requirements of the Securities Act of 1933, as amended (the  "Securities  Act"),
and applicable state securities laws.

     (c) First Cash  acknowledges  and agrees  that  Pawnbroker.com  has made no
representations   to  First  Cash   regarding  the  tax   consequences   of  any
consideration received by or for its benefit pursuant to this Agreement. Each of
Pawnbroker.com  and First  Cash  agrees to pay all their  respective  federal or
state  taxes,  if any,  which are  required  by law to be paid with  respect  to
consideration paid or received under this Agreement.

     (d)   Pawnbroker.com   has  agreed  to  provide  First  Cash  with  certain
registration rights under the Securities Act as set forth in Exhibit D, attached
hereto (the "Registration Rights Agreement").

4.5  Purchasers  of First Cash Products  sold through  Pawnbroker  Web Sites may
return  such  product  to the  originating  First  Cash pawn shop for any reason
within ten days after receipt thereof.  Such right to return First Cash Products
is in lieu of any other representation or warranty,  express or implied, related
to First Cash Product sold through  Pawnbroker  Web Sites.  For each return of a
First Cash Product,  Pawnbroker.com  may chargeback to First Cash the sale price
of such product,  plus  shipping and handling  charges and state sales tax, less
Pawnbroker.com's commissions. Pawnbroker.com shall be responsible for all credit
card fees related to First Cash Product returns.

4.6 For each order for First Cash Products  purchased through the Pawnbroker.com
Web site,  Pawnbroker.com  shall be entitled to retain 4% commission (% of sales
price), accept for specialty items (Watches Priced over $500.00,  Loose Diamonds
and Gold Coins)  which shall be entitled to retain a 1%  commission  (% of sales
price).



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<PAGE>

4.7 Any and all federal and state sales,  use and other taxes of any kind (other
than  corporate  income taxes  payable by  Pawnbroker.com)  based on or due as a
result of any amounts  paid to  Pawnbroker.com  hereunder  or the sale of any of
First Cash Products shall be calculated and collected by Pawnbroker.com, paid to
First  Cash by  Pawnbroker.com  and  remitted  by First  Cash to the  applicable
governmental agencies. Pawnbroker.com will be liable to First Cash for errors in
calculation and collection,  and First Cash will be liable to Pawnbroker.com for
remittance to the applicable  governmental  agencies of the full amounts of such
items paid to First Cash by Pawnbroker.com.

4.8 First Cash shall provide to Pawnbroker.com  monthly statements within thirty
(30) days following the end of a calendar month  describing all orders for First
Cash  Products  that  are  received  through  the  Pawnbroker.com  Web  site and
fulfilled  by First  Cash,  and all  applicable  returns of First Cash  Products
during  that time  period.  Pawnbroker.com  will  provide to First Cash  monthly
reports within thirty (30) days following the end of a calendar month describing
all orders for First Cash Products that are received through the  Pawnbroker.com
Web site,  the price  charged  for such  merchandise,  the amount  collected  by
Pawnbroker for each transaction,  the applicable  commission payable pursuant to
Section 4.6 of this Agreement,  the applicable  amount of sales tax collected in
the  transaction  and the amount of each  credit to a  customer  related to each
return of First  Cash  Products.  Each of First  Cash and  Pawnbroker.com  shall
provide additional reports at the other party's reasonable request.

4.9 Upon commencement of sales of First Cash Products hereunder,  Pawnbroker.com
shall  provide  First Cash with an  irrevocable  letter of credit on which First
Cash may draw  against in the event of a default in the payment to First Cash by
Pawnbroker.com of an obligation  hereunder,  which is not subject to a bona fide
dispute between the parties.  The letter of credit will be in an amount equal to
the greater of $20,000 or the highest one (1) week sales volume  activity  times
two (2). Bi-weekly thereafter, Pawnbroker.com will adjust, if needed, the letter
of credit to an amount  equal to the  greater of $20,000 or the  highest one (1)
week sales volume  activity  times two (2).  This  irrevocable  letter of credit
shall remain outstanding for as long as this Agreement is in effect.

4.10 Each Tuesday during the term of this  Agreement,  Pawnbroker.com  will wire
transfer to First Cash the  aggregate  sales price of First Cash  Products  sold
through Pawnbroker.com since the preceding wire transfer, plus related taxes and
shipping charges less applicable  commissions,  less any chargebacks  calculated
under Section 4.5 and the commissions under Section 4.6 of this Agreement.

SECTION 5--MARKETING

5.1  Within  thirty  (30) days of the date of this  Agreement,  First Cash shall
participate  with  Pawnbroker.com  in the  development  and  delivery of a press
release announcing the relationship  between  Pawnbroker.com and First Cash. The
press  release  shall  be  subject  to  the  prior  written   approval  of  both
Pawnbroker.com and First Cash.

5.2 All information to be disseminated externally about the relationship between
First Cash and  Pawnbroker.com  and the  products  marketed  hereunder  shall be
reviewed and approved by both parties prior to any use or other publication.



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5.3 The  parties  acknowledge  that  their  respective  obligations  under  this
Agreement are non-exclusive,  and that neither party is prohibited from entering
into any  obligations  or agreement that is similar or identical to such party's
obligations under this Agreement.

5.4 During the term of this Agreement, Pawnbroker.com reserves the right, in its
sole  discretion,  to remove  any of First  Cash's  Promotional  Content  and/or
discontinue  the listing of any of First Cash Products  from the  Pawnbroker.com
Web site.

SECTION 6--REPRESENTATIONS; WARRANTIES AND COVENANTS

6.1 First  Cash  Representations  and  Warranties.  First  Cash  represents  and
warrants to Pawnbroker.com that to the best of its knowledge:

     (a) First  Cash owns and has the right and  authority  to sell all of First
Cash Products  listed for sale on the Pawnbroker Web Site, free and clear of all
liens,  security interests and other  encumbrances,  unless previously sold to a
third-party while listed on the Pawnbroker.com Web Site;

     (b) all descriptions and First Cash's Promotional Content provided by First
Cash  to  Pawnbroker.com  are  accurate,   current  and  complete  and  are  not
fraudulent,  misleading  or otherwise  deceptive;  First Cash Products and their
marketing and sale as contemplated  hereunder does not violate the  Intellectual
Property Rights of any third party;

     (c) with  respect to all of First Cash  Products  sold through a Pawnbroker
Web Site(s),  First Cash will comply with the  then-current  return and exchange
policy published on such Pawnbroker Web Site(s); and

     (d) the execution, delivery and performance by First Cash of this Agreement
does not and will not violate or conflict with any other agreements entered into
by First Cash.

6.2 Pawnbroker Representations;  Warranties and Covenants. Pawnbroker.com hereby
represents and warrants to First Cash that to the best of its knowledge:

     (a) Pawnbroker.com shall make no representations, warranties, or guarantees
regarding  First Cash Products that are  substantively  inconsistent  with First
Cash's   Promotional   Content  or  any  other   specifications,   descriptions,
documentation  or other  warranties  made by First Cash in connection with First
Cash Products.

     (b)  Pawnbroker.com  has all requisite  power and authority  (corporate and
other),  and has taken all necessary  corporate action,  to authorize,  execute,
deliver and perform  this  Agreement,  to execute,  issue,  sell and deliver the
Warrants and a certificate or certificates evidencing the Warrants, to authorize
and reserve for issue and, upon payment from time to time of the exercise  price
of such  Warrants,  to issue,  sell and deliver,  the shares of the Common Stock
issuable  upon  exercise of the Warrants  ("Shares"),  and to perform all of its
obligations  under this Agreement and the Warrants.  The Shares,  when issued in
accordance  with the Warrants,  will be duly  authorized  and validly issued and
outstanding,  fully  paid  and  nonassessable  and  free of all  liens,  claims,
encumbrances  and  preemptive  rights.  This  Agreement  and, when issued,  each
Warrant issued pursuant hereto,  has been or will be duly executed and delivered
by



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Pawnbroker.com  and is or  will be a  legal,  valid  and  binding  agreement  of
Pawnbroker.com,  enforceable  in accordance  with its terms.  No  authorization,
approval,  consent  or  other  order  of  any  governmental  entity,  regulatory
authority  or other third party is required for such  authorization,  execution,
delivery, performance, issue or sale.

     (c) The execution and delivery of this Agreement,  the  consummation of the
transactions   herein  contemplated  and  the  compliance  with  the  terms  and
provisions  of this  Agreement  and of the Warrants  will not conflict  with, or
result  in a  breach  of,  or  constitute  a  default  or  an  event  permitting
acceleration  under, any statute,  the Certificate of Incorporation or Bylaws of
Pawnbroker.com  or any  indenture,  mortgage,  deed of trust,  note,  bank loan,
credit agreement,  franchise,  license,  lease,  permit, or any other agreement,
understanding,  instrument, judgment, decree, order, statute, rule or regulation
to which Pawnbroker.com is a party or by which it is or may be bound.

     (d)  Pawnbroker.com  agrees that during the term of this  Agreement it will
use its best  efforts  to keep  current  in the  filing  of all  forms and other
materials,  if any,  which  it may be  required  to file  with  the  appropriate
regulatory authority pursuant to the Securities Exchange Act of 1934, as amended
("Exchange  Act"), and all other forms and reports required to be filed with any
regulatory authority having jurisdiction over Pawnbroker.com.

     (e) Pawnbroker.com stipulates that the remedies at law of the holder of the
Warrants  issued  under  Section  4.4(a),  or any holder of Shares  issued  upon
exercise of such Warrant,  in the event of any default or threatened  default by
Pawnbroker.com in the performance of or compliance with any of the terms of this
Agreement,  the Warrants or the  Registration  Rights Agreement are not and will
not be adequate and that such terms may be specifically enforced by a decree for
the specific performance of any agreement contained herein or in the Warrants or
by an  injunction  against a violation  of any of the terms hereof or thereof or
otherwise.


SECTION 7--INDEMNIFICATION

7.1 First Cash agrees to indemnify and hold  Pawnbroker.com  and its  affiliated
companies, and their respective officers, directors, employees, agents, assigns,
and representatives harmless from and against any and all Damages resulting from
or arising out of (i) the marketing, sale, distribution or use of the First Cash
Products,  or any other  activities  of First Cash or its agents  related to the
First Cash Products; (ii) third party claims related to any misrepresentation or
breach of  representation  or warranty of First Cash contained  herein; or (iii)
any third party claim that the First Cash  Products or First Cash's  Promotional
Content infringe any Intellectual Property Rights.

7.2  Pawnbroker.com  will  indemnify  and hold  First  Cash  and its  affiliated
companies, and their respective officers, directors,  employees, agents, assigns
and representatives  harmless from and against (i) any and all Damages resulting
from or arising out of any third party claims  related to any  misrepresentation
or breach of representation or warranty of Pawnbroker.com contained herein; (ii)
any  other  breach  of this  Agreement  by  Pawnbroker.com;  or (iii)  any other
third-party  claim relating to any violation of federal or state  securities law
by Pawnbroker.com.



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SECTION 8--TERM AND TERMINATION

8.1 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  three  (3)  month  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.

8.2 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:

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

     (b)  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 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; or

     (c) non-payment of the amounts owed to First Cash.

     (d)  failure  to  cause a  registration  statement  to be  filed  with  the
Securities  and  Exchange  Commission  to register  for resale the common  stock
underlying the Warrants  issued  pursuant to Section 4.4(a) under the Securities
Act and in accordance with the  Registration  Rights  Agreement;  and failure to
cause such registration statement to become effective on or before March 1, 2001
and/or failure to maintain the  effectiveness of such registration in accordance
with the Registration Rights Agreement.

8.3 Upon termination or expiration of this Agreement,  (i) Pawnbroker.com  shall
immediately  discontinue the publication of First Cash's Promotional  Content on
the  Pawnbroker.com  Web site, and shall stop all active marketing and promotion
of First Cash Products,  and (ii) First Cash shall continue  process and fulfill
all customer  orders for First Cash Products  received  prior to  termination as
necessary.  Sections  5, 6,  7, 9 and 10 of this  Agreement  shall  survive  any
termination hereof.

8.4 The parties  acknowledge and agree that (a) the rights under Warrant B shall
terminate and be null and void upon termination of this Agreement for any reason
prior to October 11,  2001,  the vesting  date for Warrant B, and (b) the rights
under Warrant C shall  terminate and be null and void upon  termination  of this
Agreement for any reason prior to October 11, 2002,  the vesting date of Warrant
C.  In the  event  a  Warrant  is  terminated  pursuant  to  this  Section  8.4,
Pawnbroker.com  shall have no further  obligations to First Cash with respect to
such Warrants.



                                       9
<PAGE>

SECTION 9--LIMITATIONS OF LIABILITY.

EXCEPT AS PROVIDED IN THIS SECTION 9, 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 COST OF PROCUREMENT OF
SUBSTITUTE TECHNOLOGY, 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 FIRST CASH'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 FIRST CASH HEREUNDER.  IN NO
EVENT SHALL FIRST CASH'S TOTAL AGGREGATE  LIABILITY UNDER OR AS A RESULT OF THIS
AGREEMENT EXCEED THE POLICY LIMITS OF ITS THEN CURRENT INSURANCE POLICIES.


SECTION 10--PROPRIETARY INFORMATION AND CONFIDENTIALITY.

10.1 Each party shall  protect  and keep  confidential  any and all  Proprietary
Information of the other party embodied in any information  disclosed hereunder,
and shall not use,  disclose or, except as permitted by Section 10.4,  allow any
third party  access to any such  Proprietary  Information,  except to the extent
allowed  in  this  Agreement.  In  furtherance  and  not  in  limitation  of the
foregoing,   each  party  agrees  to  maintain  the  strict  confidentiality  of
Proprietary Information delivered by the other party.

10.2 Each party  shall use its best  efforts to ensure that only  employees  and
third parties whose duties give them a need to know such Proprietary Information
of the other party  shall have access  thereto.  All such  persons and  entities
shall be instructed to treat the same as proprietary  and  confidential  and the
receiving party shall take such other measures to protect the confidentiality of
such Proprietary  Information,  as it deems reasonable under the  circumstances.
Without  limiting the generality of the foregoing,  each party shall require any
third  party  to  whom  it  discloses  any  Proprietary  Information  to  sign a
confidentiality  agreement,  enforceable by the other party,  whereby such third
party agrees to be bound by the confidentiality  provisions set forth in Section
10.

10.3 If a party, or any of its employees,  shall be under a legal  obligation in
any  administrative,  governmental,  or judicial  circumstance  involuntarily to
disclose any Proprietary  Information of the other, it shall give the party that
owns such Proprietary Information (the "Disclosing Party") prompt notice thereof
so that the Disclosing  Party may seek an appropriate  protective  order. If the
Disclosing Party is finally unsuccessful in obtaining such protective order, and
if the party receiving such Proprietary  Information (the "Receiving  Party") or
any such employee would,  in the opinion of its counsel,  be held in contempt or
suffer other censure or penalty for failure to



                                       10
<PAGE>

disclose,  disclosure  pursuant  to the order or  decree  of an  administrative,
governmental or judicial authority with jurisdiction over such party may be made
by the Receiving Party or its employees without liability hereunder.

10.4  Notwithstanding the foregoing,  neither party shall be liable to the other
with regard to any  disclosure  of  Proprietary  Information  of the other party
which: (i) was known to the Receiving Party, without restriction, at the time of
disclosure,  as shown by the files of the  Receiving  Party in  existence at the
time of  disclosure;  (ii) is disclosed  with the prior written  approval of the
Disclosing  Party;  (iii) was  independently  developed by the Receiving  Party,
without any use of the Proprietary  Information and by employees or other agents
of (or independent  contractors  hired by) the Receiving Party who have not been
exposed to such Proprietary Information;  or (iv) becomes known to the Receiving
Party,  without  restriction,  from a source who obtained such information other
than  through  the  breach  of this  Agreement  by the  Receiving  Party and not
otherwise in violation of the Disclosing Party's rights.

10.5 The obligations of confidentiality and limitations of use, disclosure,  and
access set forth herein shall survive the  termination  of this  Agreement for a
period of three years from the date of such termination.

SECTION 11--GENERAL

11.1 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.

11.2 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.

11.3  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.

11.4 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.

11.5 This Agreement shall be binding on the parties and on their  successors and
assigns.  Except as expressly  provided  herein,  First Cash shall not transfer,
assign or subcontract any right



                                       11
<PAGE>

or obligation  hereunder  without the prior written  consent of  Pawnbroker.com,
which consent shall not be unreasonably withheld.

11.6 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.

11.7 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.

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

11.9 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.

     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.:                     First Cash Financial Services, Inc.


Signed:                                   Signed:
       ------------------------                    ------------------------

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

Title:                                    Title:
       ------------------------                    ------------------------

Date:                                     Date:
       ------------------------                    ------------------------