(Lessor): Lisa Vardakis, SLC, UT  84111 of: M.N.V. Holdings, LLC

Lessee hereby offer to lease from Lessor the premises situates in the City of
Salt Lake City, County of Salt Lake, State of Utah, described as;

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upon the following term and conditions.

(1)       TERMS & RENT: Lessor demises the above promises for a term of (2)
(Check One) |_| Months, |X| Years, to commence on this 19 day of June, 1997, and
terminating on this 19 day of June, 1999 or sooner as provided herein at the
annual rental of ($36,000) _______________________________________ DOLLARS,
payable in equal installments in advance on the first day of each month for that
month's rental, during the term of this lease. All rental payments shall be made
to Lessor, at the address specified above.

(2)       USE: Lessee shall use and occupy the premises for Pawn Shop. The
premises shall be used for no other purpose. Lessor represents that the premises
may lawfully be used for such purpose.

(3)       CARE & MAINTENANCE OF PREMISES: Lessee acknowledges that the
premises are in good order and repair, unless otherwise indicated herein. Lessee
shall, at his own expense and at all times, maintain the premises in good and
safe condition, including plate glass, electrical wiring, plumbing and heating
installations and any other system or equipment upon the premises and shall
surrender the same, at termination hereof, in as good condition as received,
normal wear and tear expected. Lessee shall be responsible for all repairs
required, excepting the roof, exterior walls, structural foundation, and: Net
Net Net
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which shall be maintained by the Lessor. Lessee shall also maintain in good
condition adjacent to the premises, such as sidewalks, driveways, lawns, and
shrubbery, which would otherwise be required to be maintained by Lessor.

(4)       ALTERATIONS: Lessee shall not, without first obtaining the written
consent of Lessor, make any alterations, additions, or improvements, in, to or
about the premises.

(5)       ORDINANCES & STATUTES: Lessee shall comply with all statutes,
ordinances and requirements of all municipal, state and federal authorities now
in force, or which may hereafter be in force, pertaining to the premises,
occasioned by or affecting the use thereof by Lessee.

(6)       ASSIGNMENT & SUBLETTING: Lessee shall not assign this lease or
sublet any portion of the premises without prior written consent of the Lessor,
which shall not be unreasonably withheld. Any such assignment or subletting
without consent shall be void and, at the option of the Lessor, may terminate
this lease.

(7)       UTILITIES: All applications and connections for necessary utility
services on the demised premises shall be made in the name of the Lessee only,
and Lessee shall be solely liable for utility charges as they become due,
including those for sewer, water, gas, electricity, and telephone services.


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(8)       ENTRY & INSPECTION: Lessee shall permit Lessor or Lessor's agents,
to enter upon the premises at reasonable times and upon reasonable notice, for
the purpose of inspecting the same, and will permit Lessor at any time within
sixty (60) days prior to the expiration of this lease, to place upon the
premises any usual "To Let" or "For Lease" signs, and permit persons desiring to
lease the same to inspect the premises thereafter.

(9)       POSSESSION: If Lessor is unable to deliver possession of the
premises at the commencement hereof, Lessor shall not be liable for any damage
caused thereby, nor shall this lease be void or voidable, but Lessee shall not
be liable for any rent until possession is delivered. Lessee may terminate this
lease if possession is not delivered within ______ days of the commencement of
the term hereof.

(10)      INDEMNIFICATION OF LESSOR: Lessor shall not be liable for any
damage or injury to Lessee, or any other person or to any property, occurring on
the demised premises or any part thereof, and Lessee agrees to hold Lessor
harmless from any claims for damages, no matter how caused.

(11)      INSURANCE: Lessee, at his expense, shall maintain plate glass and
public liability insurance including bodily injury and property damage insuring
Lessee and Lessor with minimum coverage as follows:
Five percent increase
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Lessee shall provide Lessor with a Certificate of Insurance showing Lessor as
additional insured. The Certificate shall provide for a ten-day written notice
to Lessor in the event of cancellation or material change of coverage. To the
maximum extent permitted by insurance policies which may be owned by Lessor or
Lessee, Lessee and Lessor, for the benefit of each other, waive any and all
rights of subrogation which might otherwise exist.

(12)      OTHER AGREEMENTS NOT COVERED: (To be made a part of this Lease
Agreement)

          Lessor grants an option to extend for 2 additional years.


          Signed this 19 day of June, 1997 in the presence of each other.


          /s/ Vincent C. Lombardi, Director      /s/ Michael Verdakis
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          (Lessee's Signature)                   (Lessor's Signature)


          /s/ Pawnbrokers Exchange, Inc.         /s/ M.N.V. Holdings, LLC
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          (Lessee's Signature)                   (Agent for Lessor)


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          (Phone)                                (Phone)