REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of this 13/th/ day of February,
2001, by and among U.S. PAWN, INC., a Colorado corporation (the "Company") and the shareholders of U.S.
Remodelers, Inc., a Delaware corporation ("USR"), as identified on Schedule A attached hereto, collectively,
referred to as the "Investors".
W I T N E S S E T H:
WHEREAS, the Company and USR are parties to that certain Agreement and Plan of Merger, dated November
3, 2000 (the "Merger Agreement"), whereby the Company will acquire USR pursuant to a merger of USR with
and into a wholly-owned Delaware subsidiary of the Company ("Newco") with USR surviving the merger (the
WHEREAS, pursuant to the Merger, the Investors will receive a number of shares of the Common Stock of the
Company as determined pursuant to Section 2.6 of the Merger Agreement;
WHEREAS, the obligations of USR under the Merger Agreement are conditioned, among other things, upon the
execution and delivery of this Agreement by the Investors and the Company; and
WHEREAS, the Company and the Investors desire to be granted and to grant the rights created herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned
parties hereto agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have the following respective meanings:
(a) All capitalized terms used and not otherwise defined herein shall have the meanings given them in the Merger
(b) "Commission" shall mean the United States Securities and Exchange Commission or any other federal agency
at the time administering the Securities Act.
(c) "Common Stock" shall mean the Company's Common Stock, no par value, as authorized on the date of this
(d) "Company" shall mean U.S. Pawn, Inc., a Colorado corporation.