BILL OF SALE
BILL OF SALE dated as of February 1, 2001, from U.S. PAWN, INC., a Colorado corporation, and U.S.
PAWN WYOMING, INC., a Wyoming corporation (collectively "Seller"), to PAWN ONE
INCORPORATED, a Colorado corporation ("Buyer").
WHEREAS, Seller is engaged in the pawn business and operates twelve pawn stores in Colorado and one pawn
store in Wyoming (the "Business");
WHEREAS, Buyer and Seller are parties to an Asset Purchase Agreement dated as of September 29, 2000 (the
"Purchase Agreement"). Seller desires to sell, transfer, convey, assign and deliver, and Buyer desires to purchase
and acquire, certain specified assets of the Business. The execution and delivery of this Bill of Sale is a condition
to Purchaser's obligations under the Purchase Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Seller hereby agrees as follows:
1. Capitalized terms used herein but not defined herein shall have the meanings assigned such terms in the
2. Seller hereby sells, transfers, conveys, assigns and delivers to Buyer, and Buyer hereby accepts the Assets set
forth on Schedule A hereto; excluding only the Excluded Assets set forth on Schedule B hereto.
3. Seller hereby covenants and agrees to execute and deliver to Buyer such instruments of sale, transfer,
conveyance, assignment and delivery, and such consents, assurances, powers of attorney and other instruments
as may be reasonably requested by Buyer or its counsel in order to vest in Buyer all right, title and interest of
Seller in and to the Assets and otherwise in order to carry out the purpose and intent of this Bill of Sale and the
4. Notwithstanding Section 2 hereof, the Assets shall not include any assets not set forth on Schedule A hereto,
including, without limitation, (i) all cash on hand and cash equivalents; (ii) all monies to be received by Seller
under the Purchase Agreement and all other rights of