EXHIBIT 10.4


THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT OR
EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS. ACCORDINGLY,  THIS WARRANT
MAY NOT BE SOLD,  TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT (i) AN OPINION OF
COUNSEL  SATISFACTORY TO PAWNBROKER.COM,  INC. THAT SUCH SALE, TRANSFER OR OTHER
DISPOSITION MAY LAWFULLY BE MADE WITHOUT  REGISTRATION  UNDER THE SECURITIES ACT
OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR (ii) SUCH REGISTRATION.


                              PAWNBROKER.COM, INC.

                                     WARRANT
                                   TO PURCHASE
                             SHARES OF COMMON STOCK

     For value received,  First Cash Financial Services,  Inc. ("First Cash"), a
Delaware corporation,  successors or assigns ("Holder"), is entitled to purchase
from Pawnbroker.com,  Inc., a Delaware  corporation (the "Company"),  up to five
hundred thousand (500,000) fully paid and nonassessable  shares of the Company's
common  stock,  $0.0001 par value per share or such greater or lesser  number of
such shares as may be determined by application of the anti-dilution  provisions
of this  warrant,  at the price of $2.00 per share,  subject to  adjustments  as
noted below (the "Purchase Price").

     This  warrant may be  exercised  by Holder at any time or from time to time
prior to the close of business on October 11, ----.

     This warrant is subject to the following terms and conditions:

1.   Exercise.

     (a)  The rights represented by this warrant may be exercised by the Holder,
          in whole or in part, by written election, in the form set forth below,
          by the  surrender of this warrant  (properly  endorsed if required) at
          the  principal  office of the  Company,  by payment to the  Company by
          cash,  certified  check or bank  draft of the  Purchase  Price for the
          shares to be purchased  and by delivery of the warrant  exercise  form
          attached  hereto  to the  Company  demonstrating  that the sale of the
          shares  to  be  purchased  is  exempt  from  registration   under  the
          Securities Act of 1933, as amended, and any state securities law; or

     (b)  surrender  of the  Warrants  at the  principal  office of the  Company
          together  with notice of  election,  in which event the Company  shall
          issue  Holder a number of shares of Common  Stock  computed  using the
          following formula:



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<PAGE>

                                   X = Y (A-B)
                                       -------
                                        A
          where:    X = the  number of  shares  of Common  Stock to be issued to
                    Holder  (not to exceed the number of shares set forth on the
                    cover page of this  Warrant,  as  adjusted  pursuant  to the
                    provisions of Section 3);

                    Y = the  number  of  shares  of  Common  Stock for which the
                    Warrant is being exercised;

                    A = the Current  Market  Price of one share of Common  Stock
                    (as defined in below); and B = the Purchase Price.

          For  the  purpose  of any  computation  under  subsection  (b) of this
          Section 1, the Current  Market  Price per share of Common Stock on any
          date shall be deemed to be the Closing  Price for the last trading day
          immediately  preceding such date. The Closing Price for each day shall
          be the last  reported  sales  price  regular  way or,  in case no such
          reported  sale takes place on such day, the average of the closing bid
          and asked  prices  regular  way,  in either case on the New York Stock
          Exchange,  or if the Common Stock is not listed or admitted to trading
          on the New York Stock Exchange,  on the principal national  securities
          exchange in the United  States on which the Common  Stock is listed or
          admitted to trading,  or if the Common Stock is not listed or admitted
          to trading on any such national  securities  exchange,  the average of
          the highest  reported bid and lowest reported asked price as furnished
          by the National  Association of Securities Dealers,  Inc. through it's
          automated  quotation  system  ("NASDAQ") of a similar  organization if
          NASDAQ is no longer  reporting such  information.  If on any such date
          the  Common  Stock is not  quoted by any such  organization,  the fair
          value of Common  Stock on such  date,  as  determined  by the board of
          directors of the Company,  whose  determination  shall be  conclusive,
          shall be used and described in a notice mailed to the Holder.

     (c)  The shares so  purchased  shall be deemed to be issued as of the close
          of business on the date on which this  warrant has been  exercised  by
          payment to the Company of the  Purchase  Price.  Certificates  for the
          shares  of stock so  purchased,  bearing  an  appropriate  restrictive
          legend,  shall be  delivered  to the  Holder  within 15 days after the
          rights represented by this warrant shall have been so exercised,  and,
          unless this warrant has expired, a new warrant representing the number
          of shares,  if any,  with  respect to which this  warrant has not been
          exercised  shall also be  delivered to the Holder  hereof  within such
          time. No  fractional  shares shall be issued upon the exercise of this
          warrant.



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<PAGE>

2.  Shares.  All  shares  that may be issued  upon the  exercise  of the  rights
represented by this warrant shall, upon issuance, be duly authorized and issued,
fully paid and nonassessable  shares.  During the period within which the rights
represented  by this warrant may be  exercised,  the Company  shall at all times
have  authorized and reserved for the purpose of issue or transfer upon exercise
of the  subscription  rights  evidenced by this  warrant a sufficient  number of
shares of its common stock to provide for the exercise of the rights represented
by this warrant.

3.  Adjustments.  The Purchase Price shall be subject to adjustment from time to
time as hereinafter provided in this Section 3:

     (a)  If the  Company  at any time  divides  the  outstanding  shares of its
          common stock into a greater  number of shares  (whether  pursuant to a
          stock split,  stock dividend or  otherwise),  and  conversely,  if the
          outstanding  shares of its common  stock are  combined  into a smaller
          number of shares,  the Purchase Price in effect  immediately  prior to
          such  division or  combination  shall be  proportionately  adjusted to
          reflect  the  reduction  or  increase in the value of each such common
          share.

     (b)  If any capital reorganization or reclassification of the capital stock
          of the Company, or consolidation or merger of the Company with another
          corporation,  or the sale of all or substantially all of its assets to
          another  corporation  shall be effected in such a way that  holders of
          the  Company's  common  stock  shall be  entitled  to  receive  stock,
          securities  or assets with  respect to or in exchange  for such common
          stock, then, as a condition of such reorganization,  reclassification,
          consolidation,  merger or sale,  the  Holder  shall  have the right to
          purchase and receive upon the basis and upon the terms and  conditions
          specified  in this  warrant  and in lieu of the  shares of the  common
          stock  of  the  Company   immediately   theretofore   purchasable  and
          receivable upon the exercise of the rights  represented  hereby,  such
          shares of stock,  other securities or assets as would have been issued
          or  delivered to the Holder if Holder had  exercised  this warrant and
          had  received  such shares of common stock  immediately  prior to such
          reorganization,  reclassification,  consolidation, merger or sale. The
          Company shall not effect any such consolidation, merger or sale unless
          prior to the consummation thereof the successor  corporation (if other
          than the Company)  resulting from such  consolidation or merger or the
          corporation  purchasing such assets shall assume by written instrument
          executed  and mailed to the  Holder at the last  address of the Holder
          appearing on the books of the Company the obligation to deliver to the
          Holder such shares of stock,  securities  or assets as, in  accordance
          with the foregoing provisions, the Holder may be entitled to purchase.

     (c)  In case the  Company  shall  issue  shares of Common  Stock or rights,
          options, warrants to subscribe for or purchase shares of Common Stock,
          or  convertible  or  exchangeable  securities  containing the right to
          subscribe for, or to convert into or purchase  shares of Common Stock,
          including  any current  outstanding  equity lines or other  securities
          instruments  providing for the future issuance of securities at prices
          to be determined in the future,  which for purposes of this subsection
          (c)



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<PAGE>

          shall exclude shares of Common Stock, rights,  options,  warrants,  or
          convertible or exchangeable  securities issued or issuable pursuant to
          the Company's stock option, stock purchase,  stock bonus and/or thrift
          and retirement plans in existence on the date hereof, which shall have
          been  adopted  or  approved  by  the   stockholders  of  the  Company,
          determined,  in  the  case  of  such  rights  options,   warrants,  or
          convertible  or  exchangeable  securities,  by dividing  (x) the total
          amount received or receivable by the Company in  consideration  of the
          sale and issuance of such rights, options, warrants, or convertible or
          exchangeable  securities,  plus the  minimum  aggregate  consideration
          payable to the Company upon exercise, conversion, or exchange thereof,
          by (y) the maximum  number of shares of Common  Stock  covered by such
          rights,  options,  warrants, or convertible or exchangeable securities
          (the "New Issue  Price"),  lower  than the  Purchase  Price,  then the
          Purchase  Price shall be adjusted on the date of such  issuance to the
          New Issue Price;  provided,  however,  that in the event the New Issue
          Price is less  than  $1.00  per  share,  the  Purchase  Price  will be
          adjusted to $1.00 per share (such price to be adjusted pursuant to the
          other  provisions  set forth in this  Section  3). In case the Company
          shall issue shares of Common  Stock or rights,  option,  warrants,  or
          convertible  or  exchangeable   securities  containing  the  right  to
          subscribe for or purchase shares of Common Stock,  for a consideration
          consisting,  in whole or in part of  property  other  than cash or its
          equivalent,  then the New Issue Price and the "consideration  received
          by the  Company"  for  the  purpose  of the  first  sentence  of  this
          subsection  (c),  shall be as  determined by the board of directors of
          the Company,  whose  determination  shall be conclusive,  and shall be
          described in a notice mailed to the Holder.

     (d)  If the Company takes any other  action,  or if any other event occurs,
          which  does not come  within  the scope of the  provisions  of Section
          3(a),  3(b) or 3(c),  but which should  result in an adjustment in the
          Purchase  Price and/or the number of shares subject to this warrant in
          order  to  fairly  protect  the  purchase  rights  of the  Holder,  an
          appropriate  adjustment in such  purchase  rights shall be made by the
          Company.

     (e)  Upon  each  adjustment  of  the  Purchase  Price,   the  Holder  shall
          thereafter be entitled to purchase,  at the Purchase  Price  resulting
          from such adjustment, the number of shares obtained by multiplying the
          Purchase Price in effect  immediately  prior to such adjustment by the
          number of shares purchasable pursuant hereto immediately prior to such
          adjustment  and  dividing the product  thereof by the  Purchase  Price
          resulting from such adjustment.

     (f)  Upon any  adjustment  of the Purchase  Price,  the Company  shall give
          written  notice  thereof  to the Holder  stating  the  Purchase  Price
          resulting from such  adjustment and the increase or decrease,  if any,
          in the number of shares purchasable at such price upon the exercise of
          this  warrant,  setting  forth in  reasonable  detail  the  method  of
          calculation and the facts upon which such calculation is based.



                                       4
<PAGE>

4. No Rights as  Shareholder.  This warrant  shall not entitle the Holder to any
voting rights or other rights as a shareholder of the Company.

5. Transfer. This warrant and all rights hereunder are transferable, in whole or
in part, at the  principal  office of the Company by the holder hereof in person
or by  duly  authorized  attorney,  upon  surrender  of  this  warrant  properly
endorsed.  The  bearer of this  warrant,  when  endorsed,  may be treated by the
Company and all other  persons  dealing with this warrant as the absolute  owner
hereof  for any  purpose  and as the  person  entitled  to  exercise  the rights
represented  by this  warrant,  or to the  transfer  hereof  on the books of the
Company, any notice to the contrary notwithstanding;  but until such transfer on
such books,  the Company may treat the registered  owner hereof as the owner for
all purposes.

6. Notices.  All demands and notices to be given hereunder shall be delivered or
sent by first class mail, postage prepaid; in the case of the Company, addressed
to its corporate headquarters,  85 Keystone, Suite A, Reno, Nevada, 89503, Attn.
Chief Financial Officer, until a new address shall have been substituted by like
notice;  and in the case of Holder,  addressed to Holder at the address  written
below, until a new address shall have been substituted by like notice.


     IN WITNESS WHEREOF,  the Company has caused this warrant to be executed and
delivered by a duly authorized officer.

     Dated: October 11, 2000

                                      Pawnbroker.com, Inc.



                                      By
                                         ---------------------------------------
                                         Grieg Park, Chief Financial Officer



First Cash Financial Services, Inc.
690 East Lamar, Suite 400
Arlington, Texas, 76011






                                       5
<PAGE>

                                WARRANT EXERCISE
                (To be signed only upon exercise of this warrant)


     The undersigned (the "Subscriber") Holder of the foregoing warrant,  hereby
irrevocably  elects to exercise the purchase  right  represented by such warrant
for,  and  to  purchase  thereunder,   __________  shares  of  common  stock  of
Pawnbroker.com, Inc. (the "Company"), to which such warrant relates and herewith
makes payment of $__________ therefor in cash, certified check or bank draft and
requests that the  certificates for such shares be issued in the name of, and be
delivered  to  ____________________,  whose  address  is  set  forth  below  the
signature of the undersigned.

     The Subscriber covenants, represents and warrants to the Company that:

          (a)  Subscriber  has such  knowledge  and  experience in financial and
     business  matters as to be capable of evaluating the merits and risks of an
     investment  in the  Securities  and it is able to bear the economic risk of
     loss of its entire investment;

          (b) the Company has  provided to  Subscriber  the  opportunity  to ask
     questions and receive  answers  concerning  the terms and conditions of the
     offering and Subscriber has had access to such  information  concerning the
     Company as Subscriber has considered necessary or appropriate in connection
     with Subscriber's investment decision to acquire the Securities;

          (c)  Subscriber  is acquiring  the  Securities  for  Subscriber's  own
     account,  for  investment  purposes only and not with a view to any resale,
     distribution  or other  disposition  of the  Securities in violation of the
     United States securities laws;

          (d) unless  otherwise  notified by the Company in writing,  Subscriber
     understands  that the  Securities  have not been and will not be registered
     under the United States Securities Act of 1933, as amended (the "Securities
     Act") or the securities laws of any state of the United States and that the
     sale  contemplated  hereby is being made in reliance on an  exemption  from
     such registration requirements;

          (e) Subscriber is an "accredited  investor" as that term is defined in
     Rule 501 of Regulation D promulgated under the Securities Act.

          (f) if Subscriber  decides to offer, sell or otherwise transfer any of
     the Securities,  Subscriber 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  pursuant  to  the  exemption  from  the
                    registration  requirements under the Securities Act provided
                    by Rule 144 thereunder and in accordance with any applicable
                    state securities or "Blue Sky" laws; or



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<PAGE>

              (iii) the  Securities  are  sold in a  transaction  that  does not
                    require   registration  under  the  Securities  Act  or  any
                    applicable  state laws and  regulations  governing the offer
                    and sale of  securities,  and  Subscriber  has prior to such
                    sale   furnished  to  the  Company  an  opinion  of  counsel
                    reasonably satisfactory to the Company;


          (g) the  certificates  representing  the Securities will bear a legend
     stating that such shares have not been registered  under the Securities Act
     or the  securities  laws of any state of the  United  States and may not be
     offered for sale or sold unless registered under the Securities Act and the
     securities  laws  of all  applicable  states  of the  United  States  or an
     exemption from such registration requirements is available; and

          (h) Subscriber consents to the Company making an appropriate  notation
     on its records or giving  instructions to any transfer agent of the Company
     in order to implement the  restrictions on transfer set forth and described
     herein.



Dated this ______ day of __________________, 20 ____.



                                ---------------------------------------------
                                (Name of Subscriber - please print)


                                By: -----------------------------------------
                                    (Authorized Signature)


                                ---------------------------------------------
                                (Official Capacity or Title -
                                please print)


                                ---------------------------------------------
                                (Please print name of individual
                                whose signature appears above if
                                different than the name of the
                                Subscriber printed above)

                                ---------------------------------------------
                                Social Security or other Tax Identification No.



                                       7
<PAGE>

                               WARRANT ASSIGNMENT

                (To be signed only upon transfer of this warrant)

     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto  _______________ the right represented by the foregoing warrant to purchase
the   shares   of   common   stock  of   Pawnbroker.com,   Inc.   and   appoints
____________________   attorney  to   transfer   such  right  on  the  books  of
Pawnbroker.com, Inc., with full power of substitution in the premises.

Dated:
      --------------------------



                                 Signature

                                 Social Security or other Tax Identification No.

                                 ----------------------------------------------

Please print present name and complete address:


                                  ---------------------------------------------

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