ASIA WEB HOLDINGS INC
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>3
<FILENAME>asia_ex10-16.txt
<TEXT>

<PAGE>
Exhibit 10.16

                            ASSET PURCHASE AGREEMENT
                            ------------------------

         This Agreement entered into this 12 day of March, 2002 by and between
Case Financial, Inc. a California corporation with principal address at 16000
Ventura Boulevard, Suite 1102, Encino, California 91102, ("Seller") and Asia Web
Holdings Inc. a Delaware corporation with principal address at 1947 Camino Vida
Roble, Suite 102, Carlsbad, California 92008 ("Buyer").

         1. SALE AND PURCHASE. Seller agrees to sell, convey and transfer to
Buyer and Buyer agrees to purchase and assume from Seller the property hereafter
described for the purchase price and upon and subject to the terms and
conditions hereafter set forth. The sale of the property is entire and
inseverable, and Buyer shall have no obligation to purchase any of the property
unless all assets of the classes and character described below shall be
simultaneously sold.

         2. PROPERTY. The assets to be sold and purchased ("property") are the
following:

         2.1 TANGIBLE OPERATING ASSETS. The tangible operating assets used by
Seller in connection with the business, including the equipment and furniture
and fixtures described in Exhibit 2.1 attached hereto, and any other such assets
of like character used in the operation of the business added or substituted
prior to the Closing Date (as defined below).

         2.2 ASSIGNMENT OF LEASES. Subject to the consents of the various
lessors to the assignments thereof, the interests of Seller in the leases
described in the forms of assignments collectively attached as Exhibit 2.2
attached hereto.

         2.3 ASSIGNMENT OF CONTRACTS. The contractual rights of Seller in the
agreements described in the forms of assignments collectively attached as
Exhibit 2.3.

         2.4 GOODWILL. The goodwill of the business, including without
limitation all customer lists, the records and general files or papers and
documents relating to the operation of the business, and as set forth on Exhibit
2.4 attached hereto, the trademark, trade name and all domain names of the
business, the exclusive right to use the name Case Financial. In addition, all
copyrights, proprietary information, intellectual property, technology and all
research and development data, and all other intangible assets used in
connection with the business will be sold and/or assigned to Buyer.

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         3. PURCHASE PRICE. The purchase price for the assets described in
Section 2 hereof, shall be a total of 3,250,000 shares of Buyer's Common Stock
("Purchase Price"), less: (a) 150,000 shares to be issued to members of Case
Financial, LLC ("LLC") as part of the consideration for the acquisition of LLC
as more fully set forth in Exhibit 3 attached hereto, (b) up to 576,000 shares
to noteholders of Case Financial Funding, Inc., a wholly-owned subsidiary of
Seller and (c) 480,000 shares to Mosaic Capital, LLC as more fully set forth in
Section 15.5 hereof.

         4. PAYMENT OF PURCHASE PRICE. The Purchase Price shall be payable by
Buyer to Seller on the Closing Date and, thereafter may be distributed to the
shareholders, noteholders and creditors of Seller in amounts agreed to and
approved by the Seller's Board of Directors.

         5. ASSUMPTION OF LIABILITIES. Buyer shall assume current trade payables
of Seller including costs incurred with the transactions set forth in this
Agreement not to exceed $50,000.

         6. PURCHASE OF PROMISSORY NOTES. Buyer agrees to purchase up to
$2,500,000 of Promissory Notes owned by note holders of Seller and Seller's
affiliates in exchange for 5,000,000 shares of Buyer's Common Stock valued at
$.50 per share in the following order:

                  FIRST    Secured Promissory Notes of approximately $1,600,000
                           owned by non-affiliates of the Seller.

                  SECOND   Unsecured Promissory Notes of approximately $820,000
                           owned by non-affiliates of the Seller.

                  THIRD    Secured Promissory Notes of approximately $1,315,000
                           owned by affiliates of the Seller.

                  FOURTH   Unsecured Promissory Notes of approximately $460,000
                           owned by affiliates of the Seller. These Unsecured
                           Promissory Notes may be converted subject to
                           conversion of corresponding percentages of Secured
                           Promissory Notes owned by affiliates of the Seller,
                           if any.

         For purposes of this section, Affiliates shall include officers and
directors of the Seller.

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         The offer to purchaser up to $2,500,000 of Promissory Notes shall
terminate 60 days after the Closing Date or the issuance of 5 million shares of
Buyer's Common Stock, whichever is earlier.

         7. CLOSING.

         7.1. CLOSING DATE. The transaction shall be closed and possession of
the property shall be given to Buyer at a closing to be held at the office of
Seller on or about March 31, 2002, or on such other date as the parties may
agree, which date, however determined, is designated the "Closing Date."

         7.2.     OBLIGATIONS AT CLOSING:

         (a) Seller shall deliver to Buyer all documents and instruments
necessary to carry out the terms and provisions of this Agreement and to
effectuate the purpose of the transaction, including without limitation bill of
sale and assignments and consents to assignments in the forms attached, and
otherwise as shall be necessary to transfer the property to Buyer and to fulfill
the obligations of Seller hereunder which are to be fulfilled on the Closing
Date.
         (b) Buyer shall pay the Purchase Price in Common Stock certificates in
an amount of 3,250,000 shares to those entities and individuals as set forth in
Section 3 above, and all other instruments as shall be necessary to fulfill the
obligations of Buyer hereunder which are to be fulfilled on the Closing Date.

         (c) Unless otherwise provided herein, all such instruments so delivered
shall be dated the Closing Date and be satisfactory as to form and content to
each party and their respective counsel; provided however that neither party
shall disapprove any instrument that gives that party the substance of what the
party is entitled to receive hereunder.

         (d) Note holders of Seller or Seller's affiliates representing a
minimum of $825,000 shall contribute Promissory Notes to Buyer in exchange for
Buyer's Common Stock at $.50 per share..

         8. REPRESENTATIONS, UNDERTAKINGS AND WARRANTIES BY SELLER. Seller
represents, agrees and warrants:

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         8.1 ORGANIZATION AND GOOD STANDING. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
California and has all requisite corporate power and authority to own and hold
its property and assets and carry on its business as now conducted, and has all
requisite corporate power and authority to enter into and perform and carry out
this Agreement. The execution, delivery and performance of this Agreement by
Seller has been duly and validly authorized by all requisite corporate action on
the part of Seller.

         8.2 FINANCIAL STATEMENTS. The audited financial statements as of
December 31, 2000 and the unaudited financial statements prepared by management,
dated December 31, 2001, of Seller, attached as Exhibit 8.2, contain a full,
correct and complete statement of the financial condition of Seller as of the
dates thereof. The management prepared financial statements were prepared in
accordance with generally accepted accounting principles consistently applied,
and they fairly present the financial position of Seller as of December 31,
2001.

         8.3 REPRESENTATIONS AND WARRANTIES. Except as set forth in this
Agreement, and subject to such exceptions:

         (a) Except as set forth in Exhibit 8.3(a), Seller has good and
merchantable title to the property, subject to no mortgage, pledge, lien,
encumbrance, charge or security interest, and the property shall be transferred
to Buyer so that it shall vest in Buyer free and clear of all liens and
encumbrances and adverse claims of every character.

         (b) The property is in existence and in the possession of Seller.

         (c) The tangible assets are in good working order, condition and
repair, reasonable wear and tear excepted.

         (d) The property shall be transferred to Buyer where and as is, and,
except for warranties of title, without warranty by Seller, express, implied or
by statute, all such other warranties being hereby expressly disclaimed by
Seller.

         (e) Each of the leases to be assigned is valid and binding, no default
exists thereunder, is vested in the Seller free and clear of any liens and
encumbrances, and all such leases are in good standing.

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         8.4 LITIGATION. Except as disclosed in Exhibit 8.4, there are no
outstanding orders, judgments, injunctions, awards or decrees of any court,
governmental or regulatory body or arbitration tribunal against Seller or its
properties. Except as disclosed in Exhibit 8.4, there are no actions, suits or
proceedings pending, or, to the knowledge of Seller, threatened against or
affecting Seller, any of its officers or directors relating to their positions
as such, or any of its properties, at law or in equity, or before or by any
federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, in connection with the
business, operations or affairs of Seller or its affiliated company which might
result in any material adverse change in the operations or financial condition
of Seller, or which might prevent or materially impede the consummation of the
transactions under this Agreement.

         8.5 SUBSIDIARY. Except as set forth in Exhibit 8.5 attached hereto,
Seller does not own or control, directly or indirectly, any corporation,
partnership, business trust, association or other business entity.

         8.6 ABSENCE OF UNDISCLOSED LIABILITIES. Seller has no liabilities which
are not adequately reflected or reserved against in the Seller's financial
statements or otherwise reflected in this Agreement and Seller shall not have as
of the Closing Date, any liabilities (secured or unsecured and whether accrued,
absolute, direct, indirect or otherwise) which were incurred after December 31,
2001, and would be individually or in the aggregate, material to the results of
operations or financial condition of Seller as of the Closing Date.

         8.7 TAX MATTERS. All federal, foreign, state and local tax returns,
reports and information statements required to be filed by or with respect to
the activities of Seller have been timely filed. Since December 31, 2001, Seller
has not incurred any liability with respect to any federal, foreign, state or
local taxes except in the ordinary and regular course of business. Such returns,


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reports and information statements are true and correct in all material respects
insofar as they relate to the activities of Seller. On the date of this
Agreement, Seller is not delinquent in the payment of any such tax or
assessment, and no deficiencies for any amount of such tax have been proposed or
assessed. Any tax sharing agreement among or between Seller and any affiliate
thereof shall be terminated as of the Closing Date.

         8.8 OPERATING AUTHORITIES. To the best knowledge of Seller, Seller has
all material operating authorities, governmental certificates and licenses,
permits, authorizations and approvals ("Permits") required to conduct its
business as presently conducted. Such Permits are set forth on Exhibit 8.8.
Since Seller's inception, there has not been any notice or adverse development
regarding such Permits; such Permits are in full force and effect; no material
violations are or have been recorded in respect of any permit; and no proceeding
is pending or threatened to revoke or limit any Permit.

         8.9 BOOKS AND RECORDS. The books and records of Seller are complete and
correct, are maintained in accordance with good business practice and accurately
present and reflect, in all material respects, all of the transactions therein
described, and there have been no transactions involving Seller which properly
should have been set forth therein and which have not been accurately so set
forth.

         8.10 AUTHORITY TO EXECUTE AGREEMENT. The Board of Directors of Seller,
pursuant to the power and authority legally vested in it, has duly authorized
the execution and delivery by Seller of this Agreement, and has duly authorized
each of the transactions hereby contemplated. Seller has the power and authority
to execute and deliver this Agreement, and (subject to the approval of this
Agreement by a majority vote of its shareholders) to consummate the transactions
hereby contemplated and to take all other actions required to be taken by it
pursuant to the provisions hereof. Seller has taken all actions required by law,


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its Articles of Incorporation, as amended, or otherwise to authorize the
execution and delivery of this Agreement. This Agreement is valid and binding
upon Seller in accordance with its terms. Neither the execution and delivery of
this Agreement nor the consummation of the transactions contemplated hereby will
constitute a violation or breach of the Articles of Incorporation, as amended,
or the Bylaws, of Seller, or any agreement, stipulation, order, writ,
injunction, decree, law, rule or regulation applicable to Seller.

         8.11 OPERATING COSTS. Currently, the Seller has an operating overhead
of approximately $70,000 per month.

         8.12 INFORMATION SUPPLIED. None of the information regarding Seller
which has been supplied by Seller contains or will contain any untrue statement
of a material fact or omits or will omit any fact necessary in order to make
such statements, in light of the circumstances under which they are made, not
misleading.

         8.13 CHANGES. Between the date hereof and the Closing Date:

         (a) Except for such changes as shall occur in the ordinary course of
business, no changes have been made and no change shall be made in the business
of Seller or in the property.

         (b) Seller has conducted and shall conduct the business in a diligent
and businesslike manner, consistent with Seller's normal and ordinary operation.

         (c) Seller has used and will use Seller's best efforts to maintain the
business organization intact, to retain the present employees and to maintain
relationships with customers so that all of them will be preserved for Buyer on
and after the Closing Date.


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         (d) Seller has repaired and maintained and shall repair and maintain
its property in accordance with generally accepted repair and maintenance
standards and in conformity with Seller's past and present practice.

         (e) Seller has maintained and shall maintain casualty insurance in the
amount of the full replacement value of its property.

         (f) Buyer and Buyer's agents, employees, accountants and attorneys
shall have full access to, and the opportunity to examine and make copies, of
all books, records, documents, instruments and papers of Seller pertaining to
the property, and the right to inspect all of the property, as Buyer may
reasonably request.

         8.14 DISCLOSURE. At the date of this Agreement, Seller has and at the
Closing Date it will have, disclosed all events, conditions and facts materially
affecting the business and prospects of Seller. Seller has not now and will not
have at the Closing Date, withheld knowledge of any such events, conditions or
facts which it knows, or has reasonable grounds to know, may materially effect
Seller's business and prospects. Neither this Agreement nor any certificate,
exhibit, schedule or other written document or statement, furnished to Buyer by
Seller in connection with the transactions contemplated by this Agreement
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to be stated in order to make the
statements contained herein or therein not misleading.

         8.15 RESTRICTED SHARES TO BE ISSUED. Seller understands and is aware
that the issuance of the shares of Buyer's Common Stock hereunder is being made
without registration under the Securities Act of 1933, as amended, (the "Act"),
or any state securities laws and that the shares so issued may not be sold or
transferred without registration under the Act and under applicable state
securities laws, unless an exemption from such registration is available. Seller


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understands that the investment in the shares is speculative and may remain so
for an indefinite period and acknowledge that Seller is able to bear the
economic risk of its investment in the shares. All certificates evidencing such
shares to be issued to Seller shall bear appropriate restrictive legends. Seller
agrees to obtain investment representations as set forth in Exhibit 8.14 from
any transferee of the aforementioned shares.

         9. REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents, agrees
and warrants:

         9.1 ORGANIZATION AND GOOD STANDING. Buyer is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Delaware and has all requisite corporate power and authority to enter into and
perform and carry out this Agreement. The execution, delivery and performance of
this Agreement by Buyer has been duly and validly authorized by all requisite
corporate action on the part of the Buyer.

         9.2 CASH ASSETS OF BUYER. On the Closing Date, Buyer shall have cash
assets of at least $1,400,000 and no current, long-term or contingent
liabilities in excess of $100,000.

         9.3 FINANCIAL STATEMENTS. The audited and unaudited financial
statements of Buyer as set forth in its Form 10-KSB for the year ended August
31,2001, and Form 10-QSB for the quarter ended November 30, 2001, respectively,
contain a full, correct and complete statement of the financial condition of
Buyer as of the dates thereof. Such financial statements were prepared in
accordance with generally accepted accounting principles consistently applied,
and they fairly present the financial position of Buyer as of those dates.

         9.4 CAPITALIZATION. Buyer's authorized capital stock is 110,000,000
shares consisting of 10,000,000 shares of Preferred Stock, $.001 par value, none
of which will be issued and outstanding prior to the Closing Date, and
100,000,000 shares of $.001 par value Common Stock of which not more than
8,735,408 shares will be issued and outstanding prior to the Closing Date. All
of such outstanding shares are validly issued, fully paid and non-assessable.


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All authorized and/or outstanding options and warrants to purchase in the
aggregate amount of not more than 2,375,000 shares of Buyer's Common Stock are
set forth on Exhibit 9.4. All securities issued by Buyer as of the date of this
Agreement have been issued in compliance with all applicable state and federal
laws. Except as set forth in Exhibit 9.4, no other equity securities or debt
obligations of Buyer are authorized, issued or outstanding.

         9.5 ABSENCE OF UNDISCLOSED LIABILITIES. Buyer has no liabilities which
are not adequately reflected or reserved against in the Buyer financial
statements or otherwise reflected in this Agreement and Buyer shall not have as
of the Closing Date, any liabilities (secured or unsecured and whether accrued,
absolute, direct, indirect or otherwise) which were incurred after August 31,
2001, and would be individually or in the aggregate, material to the results of
operations or financial condition of Buyer as of the Closing Date.

         9.6 LITIGATION. Except as disclosed in Exhibit 9.6, there are no
outstanding orders, judgments, injunctions, awards or decrees of any court,
governmental or regulatory body or arbitration tribunal against Buyer or its
properties. Except as disclosed in Exhibit 9.6, there are no actions, suits or
proceedings pending, or, to the knowledge of Buyer, threatened against or
affecting Buyer, any of its officers or directors relating to their positions as
such, or any of its properties, at law or in equity, or before or by any
federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, in connection with the
business, operations or affairs of Buyer or its affiliated company which might
result in any material adverse change in the operations or financial condition
of Buyer, or which might prevent or materially impede the consummation of the
transactions under this Agreement.

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         9.7 COMPLIANCE WITH LAWS. To the best of its knowledge, the operations
and affairs of Buyer do not violate any law, ordinance, rule or regulation
currently in effect, or any order, writ, injunction or decree of any court or
governmental agency, the violation of which would substantially and adversely
affect the business, financial conditions or operations of Buyer.

         9.8 ABSENCE OF CERTAIN CHANGES. Except as set forth in Exhibit 9.8, or
otherwise disclosed in writing to Seller, since November 30, 2001, (a) Buyer has
not entered into any material transaction; (b) there has been no change in the
condition (financial or otherwise), business, property, prospects, assets or
liabilities of Buyer as shown on the Buyer's financial statements for the year
ended August 31, 2001, other than changes that both individually and in the
aggregate do not have a consequence that is materially adverse to such
condition, business, property, prospects, assets or liabilities; (c) there has
been no damage to, destruction of or loss of any of the properties or assets of
Buyer (whether or not covered by insurance) materially and adversely affecting
the condition (financial or otherwise), business, property, prospects, assets or
liabilities of Buyer; (d) Buyer has not declared, or paid any dividend or made
any distribution on its capital stock, redeemed, purchased or otherwise acquired
any of its capital stock, granted any options to purchase shares of its stock,
or issued any shares of its capital stock; (e) there has been no material
change, except in the ordinary course of business, in the contingent obligations
of Buyer by way of guaranty, endorsement, indemnity, warranty or otherwise; (f)
there have been no loans made by Buyer to its employees, officers or directors;
(g) there has been no waiver or compromise by Buyer of a valuable right or of a
material debt owed to it; (h) there has been no extraordinary increase in the
compensation of any of Buyer's employees; and (i) there has been no other event
or condition of any character which might reasonably be expected either to
result in a material and adverse change in the condition (financial or
otherwise) business, property, prospects, assets or liabilities of Buyer or to
impair materially the ability of Buyer to conduct the business now being
conducted.

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         9.9 ASSETS. All of the assets reflected on the August 31, 2001 Buyer
financial statements or acquired and held as of the Closing Date, will be owned
by Buyer on the Closing Date. Except as set forth in Exhibit 9.9, Buyer owns
outright and has good and marketable title, or holds valid and enforceable
leases, to all of such assets. Equipment used by the Buyer in connection with
its business is adequate for the uses to which it is being put. Other than
warranty of title, Buyer disclaims any other warranties, either express or
implied, regarding the working condition of such equipment.

         9.10 TAX MATTERS. All federal, foreign, state and local tax returns,
reports and information statements required to be filed by or with respect to
the activities of Buyer have been timely filed. Since August 31, 2001, Buyer has
not incurred any liability with respect to any federal, foreign, state or local
taxes except in the ordinary and regular course of business. Such returns,
reports and information statements are true and correct in all material respects
insofar as they relate to the activities of Buyer. On the date of this
Agreement, Buyer is not delinquent in the payment of any such tax or assessment,
and no deficiencies for any amount of such tax have been proposed or assessed.
Any tax sharing agreement among or between Buyer and any affiliate thereof shall
be terminated as of the Closing Date.

         9.11 CONTRACTS. Set forth on Exhibit 9.11 hereto is a true and complete
list of all material contracts, agreements or commitments to which Buyer is a
party or is bound. All such material contracts, agreements and commitments are
valid and binding on Buyer in accordance with their terms.


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         9.12 INSURANCE. Set forth on Exhibit 9.12 hereto as a list of insurance
policies currently maintained by Buyer in full force and effect which provide
for coverages which are usual and customary in its business as to amount and
scope, and are adequate to protect Buyer against any reasonably foreseeable risk
of loss, including business interruptions.

         9.13 OPERATING AUTHORITIES. To the best knowledge of Buyer, Buyer has
all material operating authorities, governmental certificates and licenses,
permits, authorizations and approvals ("Permits") required to conduct its
business as presently conducted. Such Permits are set forth on Exhibit 9.13.
Since Buyer's inception, there has not been any notice or adverse development
regarding such Permits; such Permits are in full force and effect; no material
violations are or have been recorded in respect of any permit; and no proceeding
is pending or threatened to revoke or limit any Permit.

         9.14 BOOKS AND RECORDS. The books and records of Buyer are complete and
correct, are maintained in accordance with good business practice and accurately
present and reflect, in all material respects, all of the transactions therein
described, and there have been no transactions involving Buyer which properly
should have been set forth therein and which have not been accurately so set
forth.

         9.15 AUTHORITY TO EXECUTE AGREEMENT. The Board of Directors of Buyer,
pursuant to the power and authority legally vested in it, has duly authorized
the execution and delivery by Buyer of this Agreement, and has duly authorized
each of the transactions hereby contemplated. Buyer has the power and authority
to execute and deliver this Agreement, and (subject to the approval of this
Agreement by a majority vote of its shareholders) to consummate the transactions
hereby contemplated and to take all other actions required to be taken by it
pursuant to the provisions hereof. Buyer has taken all actions required by law,


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its Certificate of Incorporation, as amended, or otherwise to authorize the
execution and delivery of this Agreement. This Agreement is valid and binding
upon Buyer in accordance with its terms. Neither the execution and delivery of
this Agreement nor the consummation of the transactions contemplated hereby will
constitute a violation or breach of the Certificate of Incorporation, as
amended, or the Bylaws, as amended, of Buyer, or any agreement, stipulation,
order, writ, injunction, decree, law, rule or regulation applicable to Buyer.

         9.16 DISCLOSURE. At the date of this Agreement, Buyer has and at the
Closing Date it will have, disclosed all events, conditions and facts materially
affecting the business and prospects of Buyer. Buyer has not now and will not
have at the Closing Date, withheld knowledge of any such events, conditions or
facts which it knows, or has reasonable grounds to know, may materially affect
Buyer's business and prospects. Neither this Agreement nor any certificate,
exhibit, schedule or other written document or statement, furnished to Seller by
Buyer in connection with the transactions contemplated by this Agreement
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to be stated in order to make the
statements contained herein or therein not misleading.

         10. DIRECTORS AND OFFICERS OF BUYER. At the Closing Date, all directors
and officers of the Buyer will resign and new directors as set forth in Exhibit
11(a), attached hereto, shall be appointed. The Buyer shall enter into an
employment agreement, as set forth in Exhibit 11(b) attached hereto, with Eric
Alden as CEO and President. All other officers of Buyer shall be appointed by
the new Board of Directors.

         11. MANAGEMENT OF SELLER. Upon the Closing Date, the Seller and Buyer
shall execute a management agreement in the form attached hereto as Exhibit 13,
wherein for a management fee equal to 15% of gross proceeds estimated to
aggregate $750,000 over the next thirty (30) months, the Buyer shall manage the
orderly and equitable liquidation of the remaining assets of Seller for the
benefit of Seller's creditors, both secured and unsecured, and for Seller's
shareholders.

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         12. BULK SALES REQUIREMENT. On or before the fifth business day
following the signing of this Agreement, the Seller shall take all necessary
action and file any and all documents and notices to comply with the bulk sale
provisions under the California Uniform Commercial Code.

         13 NONCOMPETITION At the Closing, Buyer shall be given an undertaking
by the officers of the Seller and each shareholder owning ten percent (10%) or
more of Seller's Common Stock, not directly or indirectly to own, manage,
operate or control or be connected in any manner with any business competitive
to the business of Seller for a period of two years from the Closing Date. The
specific terms of said agreement shall be as set forth in Exhibit 13, attached
hereto.

         14. OTHER COVENANTS AND AGREEMENTS.

         14.1 MALPRACTICE LAWSUIT. Michael A. Schaffer, a director and Chief
Executive Officer of Buyer agrees to pay and discharge and to save and protect
Buyer free and harmless from all liabilities and obligations associated with the
litigation between the Buyer and the Law Offices of Timothy Kindlan, et al filed
in the Superior Court, San Diego County, State of California, except for the
payment of expenses associated with such lawsuit not to exceed $10,000 and the
payment not to exceed the related liability set forth on the Buyer's November
30, 2001 financial statements. Any monies received from settlement or judgment,
shall be allocated as follows: first to costs and expenses of Buyer, second to
costs and expenses of Michael A. Schaffer and thereafter split 75% to Buyer and
25% to Michael A. Schaffer.

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<PAGE>

         14.2 TAXES. All sales taxes, unemployment insurance and social security
taxes and all other taxes due the State, Federal or local government by Seller
on or before the Closing Date shall be paid by Seller on or prior to such time.
Buyer shall bear any sales taxes resulting from the sale and transfer provided
herein. License fees, real and personal property taxes, assessments, insurance
premiums, utilities and rents shall be prorated between Seller and Buyer in the
customary manner as of the Closing Date.

         14.3 COMMISSIONS AND FINDER'S FEES. Other than a fee to Mosaic Capital
LLC or Mosaic Capital Securities LLC of 480,000 shares of Buyer's Common Stock,
the parties covenant with and warrant to each other that neither party has
obligated itself to pay any commission or finder's fee in connection with the
transaction contemplated by this Agreement, and the parties agree to indemnify
and hold each other harmless against any such claims for commissions or finder's
fees.

         14.4 RECOVERY AGREEMENTS. All of Seller's recovery agreements of its
business existing at the Closing Date shall remain Seller's.

         14.5 REVERSE STOCK SPLIT. For a period of two (2) years from the date
hereof, Buyer agrees not to effect any reverse stock split.

         15.1 CONDITIONS TO OBLIGATIONS OF THE PARTIES. The obligations of
Seller and Buyer under this Agreement shall be subject to the fulfillment, on or
prior to the Closing, of all conditions elsewhere herein set forth, including,
but not limited to, receipt by the appropriate party of all deliveries required
by Section 7.2 herein, and fulfillment, prior to Closing Date, of each of the
following conditions:

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         (a) All representations and warranties made by Seller and Buyer in this
Agreement shall be true and correct in all material respects on and as of the
Closing Date with the same effect as if such representations and warranties had
been made on and as of the Closing Date.

         (b) Seller and Buyer shall have performed or complied with all
covenants, agreements and conditions contained in this Agreement on their part
required to be performed or complied with at or prior to the Closing Date

         (c) All material authorizations, consents or approvals of any and all
governmental regulatory authorities necessary in connection with the
consummation of the transactions contemplated by this Agreement shall have been
obtained and be in full force and effect.

         (d) The Closing shall not violate any permit or order, decree or
judgment of any court or governmental body having competent jurisdiction and
there shall not have been instituted any legal or administrative action or
proceeding to enjoin the transaction contemplated hereby or seeking damages from
any party with respect thereto.

         (e) Each party shall have received favorable opinions from the other
party's counsel on such matters in connection with the transactions contemplated
by this Agreement as are reasonable.

         (f) Each party shall have satisfied itself that since the date of this
Agreement the business of the other party has been conducted in the ordinary
course. In addition, each party shall have satisfied itself that no withdrawals
of cash or other assets have been made and no indebtedness has been incurred
since the date of this Agreement, except in the ordinary course of business or
with respect to services rendered or expenses incurred in connection with the
Closing of this Agreement, unless said withdrawals or indebtedness were either
authorized by the terms of this Agreement or subsequently consented to in
writing by the parties.

                                       17
<PAGE>

         (g) Each party covenants that, to the best of its knowledge, it has
complied in all material respects with all applicable laws, orders and
regulations of federal, state, municipal and/or other governments and/or any
instrumentality thereof, domestic or foreign, applicable to their assets, to the
business conducted by them and to the transactions contemplated by this
Agreement.

         (h) Each party shall have granted to the other party (acting through
its management personnel, counsel, accountants or other representatives
designated by it) full opportunity to examine its books and records, properties,
plants and equipment, proprietary rights and other instruments, rights and
papers of all kinds, and each party shall be satisfied to proceed with the
transactions contemplated by this Agreement upon completion of such examination
and investigation.

         (i) Buyer shall have obtained all necessary Blue Sky approvals or
exemptions for the issuance of its shares of Common Stock required prior to the
Closing Date.

         (j) The Agreement shall be approved by the Boards of Directors of both
Seller and Buyer and shareholders of both Seller and Buyer..

         (k) Seller and Buyer and their respective legal counsel shall have
received copies of all such certificates, opinions and other documents and
instruments as each party or its legal counsel may reasonably request pursuant
to this Agreement or otherwise in connection with the consummation of the
transactions contemplated hereby, and all such certificates, opinions and other
documents and instruments received by each party shall be reasonably
satisfactory, in form and substance, to each party and its legal counsel.

         (l) Both Seller and Buyer shall have the right to waive any or all of
the conditions precedent to its obligations hereunder not otherwise legally
required; provided, however, that no waiver by a party of any condition
precedent to its obligations hereunder shall constitute a waiver by such party
of any other condition.

                                       18
<PAGE>

         15.2 CONDITIONS TO OBLIGATIONS OF BUYER. The obligations of Buyer to
consummate the transactions contemplated herein are subject to satisfaction (or
waiver by it) of the following conditions:

         (a) The Seller and each additional entity or individual acquiring the
Buyer's Common Stock will be required, at Closing, to submit an agreement
confirming that all of such shares received will be acquired for investment and
not with a view to, or for sale in connection with, any distribution thereof,
except for those transfers falling within an exemption from registration under
the Securities Act of 1933 and any applicable state securities laws, which
transfers do not constitute a public distribution of securities, and in which
the transferees execute an investment letter in form and substance satisfactory
to counsel for Buyer. The foregoing provision shall not prohibit the
registration of those shares at any time following the Closing.

         (b) All Exhibits, prepared by Seller shall be current or updated as
necessary as of the Closing Date.

         (c) Buyer shall have received a favorable opinion from Seller's counsel
as to the following: (a) the organization and good standing of the Seller, and
(b) that the Agreement has been duly authorized and is a valid, binding and
enforceable obligation of Seller.

         15.3 CONDITIONS TO OBLIGATION OF SELLER. The obligations of Seller to
consummate the transactions contemplated herein are subject to satisfaction (or
waiver by it) of the following conditions:

                                       19
<PAGE>

         (a) The Agreement shall be approved by the shareholders of Buyer, if
deemed necessary or appropriate by counsel for the same, within thirty (30) days
following execution of this Agreement. If such shareholder approval is deemed
necessary, the management of Buyer agrees to recommend approval to their
respective shareholders and to solicit proxies or distribute an information
statement, whichever is appropriate, in support of the same. Any disclosure
material to be provided to the Buyer's shareholders shall be prepared and filed
with the SEC as required by the SEC Proxy Rules and Regulations.

         (b) Subject to the Closing, shareholders of Buyer shall have approved a
name change to "Case Financial, Inc.", or to a name that is substantially
similar.

         (c) All representations and warranties made by Seller and Buyer in this
Agreement shall be true and correct in all material respects on and as of the
Closing Date with the same effect as if such representations and warranties had
been made on and as of the Closing Date.

         (d) Seller and Buyer shall have performed or complied with all
covenants, agreements and conditions contained in this Agreement on their part
required to be performed or complied with at or prior to the Closing Date

         (e) All material authorizations, consents or approvals of any and all
governmental regulatory authorities necessary in connection with the
consummation of the transactions contemplated by this Agreement shall have been
obtained and be in full force and effect.

         (f) The Closing shall not violate any permit or order, decree or
judgment of any court or governmental body having competent jurisdiction and
there shall not have been instituted any legal or administrative action or
proceeding to enjoin the transaction contemplated hereby or seeking damages from
any party with respect thereto.

         (g) Seller shall have received a favorable opinion from Buyer's counsel
as to the following: (a) the organization and good standing of Buyer, (b) that
the Agreement has been duly authorized and is a valid, binding and enforceable
obligation of Buyer, and (c) the shares of Buyer's common stock to be issued
pursuant to the Agreement have been duly authorized and are validly issued,
fully paid and non-assessable.

                                       20
<PAGE>

         (h) Each party shall have satisfied itself that since the date of this
Agreement the business of the other party has been conducted in the ordinary
course. In addition, each party shall have satisfied itself that no withdrawals
of cash or other assets have been made and no indebtedness has been incurred
since the date of this Agreement, except in the ordinary course of business or
with respect to services rendered or expenses incurred in connection with the
Closing of this Agreement, unless said withdrawals or indebtedness were either
authorized by the terms of this Agreement or subsequently consented to in
writing by the parties.

         (i) Each party covenants that, to the best of its knowledge, it has
complied in all material respects with all applicable laws, orders and
regulations of federal, state, municipal and/or other governments and/or any
instrumentality thereof, domestic or foreign, applicable to their assets, to the
business conducted by them and to the transactions contemplated by this
Agreement.

         (j) Each party shall have granted to the other party (acting through
its management personnel, counsel, accountants or other representatives
designated by it) full opportunity to examine its books and records, properties,
plants and equipment, proprietary rights and other instruments, rights and
papers of all kinds, and each party shall be satisfied to proceed with the
transactions contemplated by this Agreement upon completion of such examination
and investigation.

         (k) The Agreement shall be approved by the Boards of Directors of both
Seller and Buyer.

                                       21
<PAGE>

         (l) Seller and Buyer and their respective legal counsel shall have
received copies of all such certificates, opinions and other documents and
instruments as each party or its legal counsel may reasonably request pursuant
to this Agreement or otherwise in connection with the consummation of the
transactions contemplated hereby, and all such certificates, opinions and other
documents and instruments received by each party shall be reasonably
satisfactory, in form and substance, to each party and its legal counsel.

         (m) Both Seller and Buyer shall have the right to waive any or all of
the conditions precedent to its obligations hereunder not otherwise legally
required; provided, however, that no waiver by a party of any condition
precedent to its obligations hereunder shall constitute a waiver by such party
of any other condition.

         16. RULE 144. Seller acknowledges and agrees that the Shares must be
held until they are subsequently registered under the Securities Act or an
exemption from such registration is available. Seller has been advised or is
aware of the provisions of Rule 144 promulgated under the Securities Act as in
effect from time to time, which permits limited resale of shares purchased in a
private placement subject to the satisfaction of certain conditions, including,
among other things: the availability of certain current public information about
the Company, the resale occurring following the required holding period under
Rule 144 and the number of shares being sold during any three-month period not
exceeding specified limitations.

         17. TERMINATION. This Agreement may be terminated, and the transactions
contemplated hereby may be abandoned:

         (a) At any time before the Closing by mutual written agreement of
Seller and Buyer.

                                       22
<PAGE>

         (b) If at any time Buyer is prevented from Closing due to an order from
a Court of competent jurisdiction, Buyer shall pay to Seller $100,000 plus legal
and accounting fees incurred through date of termination.

         (c) At any time after April 15, 2002, by Seller or Buyer upon
notification to the non-terminating party by the terminating party if the
Closing shall not have occurred on or before such date and such failure to
consummate is not caused by a breach of the Agreement by the terminating party.

         18. REGISTRATION RIGHTS.

         18.1 INCIDENTAL REGISTRATIONS. (a) If at any time Buyer proposes to
file on its behalf and/or on behalf of any of its security holders a
registration statement under the Act on Form S-1, or on any other Form for the
general registration of securities to be sold for cash with respect to any class
of equity security (as defined in Section 3(a)(11) under the Securities Exchange
Act of 1934), Buyer shall be required to give written notice to Seller and its
transferees, if any (collectively referred to as "Seller Shareholders"), at
least thirty (30) days before the filing with the Securities and Exchange
Commission (the "Commission") of such registration statement. The notice shall
offer to include in such filing on the same terms and conditions as the
securities proposed to be included in such registration statement of Buyer
and/or any of its security holders such number of shares as the Seller
Shareholders may request, subject to the limitations hereinafter set forth.
Those Seller Shareholders desiring to have shares registered under this Section
18.1 shall be required (i) to so advise Buyer in writing within twenty (20) days
after the date of receipt of such offer from Buyer, setting forth the number of
shares of Buyer common stock which registration is requested, and (ii) to
deliver to Buyer a letter from counsel (who shall be reasonably satisfactory to
Buyer) for those Seller Shareholders requesting registration to the effect that


                                       23
<PAGE>

registration of such shares under the Securities Act of 1933 (the "Act") is
required. Buyer shall thereupon include in such filing subject to the
limitations hereinafter set forth, the shares proposed to be offered for sale by
the Seller Shareholders making such request, on the same terms and conditions as
the securities proposed to be included in such filing on behalf of Buyer and/or
any of its security holders, and shall use its best efforts to effect
registration under the Act of such shares.

         (b). The right of the Seller Shareholders to have shares included in
any registration statement filed by Buyer in accordance with the provisions of
the Section 18.1 shall be subject to the following limitations and conditions:

                  (i) Buyer shall, in its sole discretion, select the
underwriter or underwriters, if any, who are to undertake the sale and
distribution of the shares to be included in a registration statement filed
under the provisions of this Section 18.1;

                  (ii) In the event the registration statement proposed to be
filed by Buyer pursuant to this Section 18.1 shall be, in whole or in part, for
an underwritten public offering of securities of Buyer, Buyer shall, as soon as
practicable after the expiration of the twenty (20) day period provided for in
Section 18.1 (a) furnish each Seller Shareholder with a written statement of the
managing or principal underwriter as to the Maximum Includable Underwritten
Shares (the "Includable Shares Notice"). If the total number of shares of Buyer
capital stock and other classes of stock of Buyer proposed to be included in
such underwritten public offering is in excess of the Maximum Includable
Underwritten Shares, the number of shares of Seller Shareholder' stock to be
included within the coverage of such registration statement and which are to be
underwritten shall be reduced to the Maximum Includable Underwritten Shares as
follows:

                           (1) No reduction shall be made in the number of
amount of securities to be registered for the account of Buyer;

                                       24
<PAGE>

                           (2) No reduction shall be made in the number of
shares to be registered for the account of any selling stockholder of Buyer to
whom registration privileges were granted by Buyer prior to the date of this
Agreement, to the extent that such privileges would prevent a reduction in the
number of shares to be registered for the account of such selling stockholder;

                           (3) Each Seller Shareholder (unless the Seller
Shareholders agree to a different allocation as among them) shall be reduced to
a number of shares of Buyer capital stock determined by multiplying (X) the
number of shares of Buyer capital stock which such Seller Shareholder requested
to have registered by (Y) a fraction (aa) the numerator of which is the
aggregate Market Value (as defined below) of the Maximum Includable Underwritten
Shares (after reduction by an amount equal to the aggregate Market Value of the
Buyer securities referred to in (1) and (2) above) and (bb) the denominator of
which is the aggregate Market Value of shares of Buyer capital stock and other
classes of Buyer stock which are proposed to be included in such underwritten
public offering and which were requested to be registered in such registration
statement by all selling stockholders of Buyer (after reduction by an amount
equal to the Market Value of the shares referred to in (2) above.)

         For the purposes of this Section 18.1 (b)(ii), the term "Market Value"
shall mean the mean between the bid and asked quotations in the over-the-counter
market as determined by the NASDAQ System for the ten (10) trading days
immediately prior to the date of the Includable Shares Notice.

                  (iii.) The right to require incidental registration of shares
of Seller Shareholders' stock under this Section 18.1 shall terminate upon the
expiration two (2) years following the Closing Date.

                  (iv) Anything contained in this Section 18.1 to the contrary,
notwithstanding the right to require incidental registration of shares of Seller
Shareholders hereunder, shall not apply to a registration statement relating to
an offering solely for the account of security holders of a single corporation
with respect to securities issued or to be issued by Buyer in connection with
the acquisition of the stock or assets, or the merger or consolidation, of such
corporation by or with Buyer, which registration statement is filed by Buyer
within ninety (90) days following the closing of such acquisition or to any Form
S-8 registration statement that the Buyer may file.

                                       25
<PAGE>

         18.2     GENERAL

         (a) Buyer shall have sole control in connection with preparing, filing,
withdrawing, amending or supplementing and registration statement under the Act
to be filed on behalf of the Seller Shareholders.

         (b) Buyer shall use its best efforts to register or qualify the shares
covered by any registration statement under the Act filed on behalf of any
Seller Shareholder under such securities or Blue Sky laws in such jurisdictions
as the Seller Shareholders may reasonably request; provided, however, that Buyer
reserves the right, in its sole discretion, not to register or qualify such
shares in any jurisdiction where such shares do not meet the requirements of
such jurisdiction, or where registration or qualification would be contrary to
Buyer's best interests.

         (c) In the event any Seller Shareholder proposes to include his or its
stock in any registration statement filed pursuant to Section 18.2, such Selling
shareholder agrees to enter into an underwriting agreement containing customary
terms and conditions.

         18.3 INDEMNIFICATION. In the event of the registration of any Seller
Shareholder stock under the Act pursuant to the provisions of this Agreement,
Buyer agrees to indemnify and hold harmless the Seller Shareholder of such
stock, each underwriter, if any of such stock, and each person who controls such
Seller Shareholder or any such underwriter within the meaning of Section 15 of
the Act, from and against any and all losses, claims, damages, joint or several,
to which such Seller Shareholder, underwriter or controlling person may become
subject under the Act or at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or action in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained, on the effective date thereof, in any registration statement
under which such stock was registered under the Act, and Prospectus contained
therein, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statement therein not misleading,
or (in the case of a Prospectus) necessary to make the statements therein, in


                                       26
<PAGE>

light of the circumstances under which they were made, not misleading; and will
reimburse such Seller Shareholders each such underwriter, and each such
controlling person for any legal or any other expenses reasonably incurred by
such Seller Shareholder, underwriter or controlling person in connection with
investigating or defending any such losses, claim, damage, liability or action;
provided, however, that Buyer will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, such Prospectus or such amendment or
supplement in reliance upon and in conformity with written information furnished
to Buyer by such Seller Shareholder, underwriter or controlling person
specifically for use in preparation thereof.

         In the event of the registration of any Seller Shareholder shares under
the Act pursuant to the provisions hereof, each Seller Shareholder share, each
underwriter, if any, of such stock, and each person who controls such Seller
Shareholder or any such underwriter within the meaning of Section 15 of the Act,
agrees to indemnify and hold harmless Buyer, each person who controls Buyer
within the meaning of Section 15 of the Act, each of its officers who signs the
registration statement and each director of Buyer, from and against any losses,
claims, damages or liabilities, joint or several, to which Buyer, such
controlling person or any such officer or director may become subject under the
Act or at common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement of any material fact contained, on the effective date thereof,
in any registration statement under which such stock was registered under the
Act, any Prospectus contained therein, or amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statement
therein not misleading, or (in the case of a Prospectus) necessary to make the
statements therein, in light of the circumstances under which they were made,


                                       27
<PAGE>

not misleading, which untrue statement or omission or alleged omission was made
therein in reliance upon and in conformity with, written information furnished
to Buyer by such Seller Shareholder, controlling person or underwriter,
specifically for use in connection with the preparation thereof; and will
reimburse Buyer, such controlling person or each such officer or director for
any legal or any other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action.

         Promptly after receipt by an indemnified party of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party, give written notice to
such indemnifying part of the commencement thereof, but the omission so to
notify the indemnifying party will not relieve it from any liability to which it
may have to any indemnified party otherwise than pursuant to the provisions of
this Section 18.3. In case any such action is brought against any indemnified
party, and it notifies any indemnifying part of the commencement thereof, the
indemnifying party will be entitled to participate in, and to the extent that it
may wish, jointly with any other indemnifying part similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof, other
than the reasonable cost of investigation.

         18.4 EXPENSES. In connection with the incidental registration on behalf
of the Seller Shareholders of any stock under the Act pursuant to the provisions
of Section 18.1 of the Agreement, Buyer shall pay all registration expenses, it
being understood, however, that each Seller Shareholder shall be required to
bear that portion of the additional underwriting commissions and discounts,
transfer taxes, if any, and commission, NASD and Blue Sky registration and
filing fees, attributable solely to the inclusion of Seller Shareholders' shares
in such registration statement and the related filings under securities or Blue
Sky laws of the several states.

                                       28
<PAGE>

         18.5 TRANSFEREES. In the event that any shares of the Seller
Shareholders' stock shall at any time be transferred of record by any Seller
Shareholder other than pursuant to an effective registration statement or
pursuant to Rule 144 of the Act, the rights herein conferred upon such Seller
Shareholder shall extend to the transferee of such shares, subject in any event
to the limitations and conditions set forth herein.

         19. MISCELLANEOUS.

         19.1 TERMINATION OF REPRESENTATIONS AND WARRANTIES. The respective
representations and warranties of Seller and Buyer contained in this Agreement
shall expire and terminate on the Closing Date. The obligations under all
covenants and agreements which are to be performed after the Closing Date shall
survive the Closing Date. All other covenants and agreements shall expire and
terminate on the Closing Date.

         19.2 SUCCESSORS AND ASSIGNS. Neither this Agreement nor any of the
rights or obligations hereunder may be assigned by a party without the written
consent of the other party. Subject to the foregoing, the provisions hereof
shall inure to the benefit of, and be binding upon, the successors, permitted
assigns, heirs, executors and administrators of the parties hereto.

         19.3 GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of California as applied to agreements among
California residents entered into and to be performed entirely within
California.

         19.4 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         19.5 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

                                       29
<PAGE>

         19.6 NOTICES. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effective upon personal delivery to the party to be notified, upon deposit with
an overnight delivery service, by facsimile upon receipt of confirmation of
transmission, or upon deposit with the United States Post Office, by registered
or certified mail, postage prepaid and addressed to the party to be notified at
the address indicated for such party above, or at such other address as such
party may designate by ten (10) days' advance written notice to the other
parties.

         19.7 EXPENSES. Irrespective of whether any closing is effected, the
Buyer shall pay all costs and expenses that it incurs with respect to the
negotiation, execution, delivery and performance of this Agreement including
expenses of the Seller up to $15,000.

         19.8 AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), only
with the mutual written consent of Seller and Buyer, whether before or after the
approval of this Agreement by the shareholders of Seller and Buyer, provided,
however, that no such amendment or waiver may be executed which would materially
effect the rights of Buyer's shareholders after approval by Buyer's
shareholders.

         19.9 SEVERABILITY. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.

         19.10 CORPORATE SECURITIES LAW. THE SALE OF THE SECURITIES THAT ARE THE
SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF
CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR
THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SECURITIES
PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA
CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO
EXEMPT.

                                       30
<PAGE>

         19.11 ENTIRE AGREEMENT. This Agreement and the documents referred to
herein constitute the entire agreement among the parties and no party shall be
liable or bound to any other party in any manner by any warranties,
representations, or covenants except as specifically set forth herein or
therein.

         19.12 PRESS RELEASES. No public or internal announcements, other than
any internal communications necessary for the purposes of completing this
transaction will be made by either party with respect to this transaction,
without the prior written approval of the other party.

         19.13 FURTHER ASSURANCES. At any time and from time to time after the
Closing Date, each party will execute such additional instruments and take such
actions as my be reasonably requested by the other party to carry out the intent
and purposes of the Agreement.

         19.14 ARBITRATION. Any dispute under or related to this Agreement shall
be submitted to arbitration and shall be finally and conclusively determined by
the decision of a board of arbitration consisting of three (3) members (the
"Board of Arbitration") selected as hereinafter provided. The Seller, on the one
hand, and the Buyer, on the other hand, shall select one (1) member and the
third member shall be selected by mutual agreement of the other members, or if
the other members fail to reach agreement on a third member within twenty (20)
days after their selection, such third member shall thereafter be selected by
the American Arbitration Association upon application made to it for such
purpose by the other members. The Board of Arbitration shall meet on consecutive
business days in Los Angeles or such other place as a majority of the members of
the Board of Arbitration determines more appropriate, and shall reach and render
a decision in writing (concurred in by a majority of the members of the Board of
Arbitration). In connection with rendering its decision, the Board of
Arbitration shall adopt and follow such rules and procedures as a majority of
the members of the Board of Arbitration deems necessary or appropriate. To the
extent practicable, decisions of the Board of Arbitration shall be rendered no
more than thirty (30) calendar days following commencement of proceedings with
respect thereto. The Board of Arbitration shall cause its written decision to be


                                       31
<PAGE>

delivered to the Seller and the Buyer. Any decision made by the Board of
Arbitration (either prior to or after the expiration of such thirty (30)
calendar day period) shall be final, binding and conclusive on the Seller and
the Buyer and entitled to be enforced to the fullest extent permitted by law and
entered in any court of competent jurisdiction. The non-prevailing party to any
arbitration shall bear the expense of both parties in relation thereto,
including but not limited to the parties' attorneys fees, if any, and the
expenses and fees of the Board of Arbitration.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.


SELLER:                                     BUYER:

CASE FINANCIAL, INC.                        ASIA WEB HOLDINGS, INC.



/S/ ERIC ALDEN                              /S/ MICHAEL A. SCHAFFER
------------------------------------        -----------------------------------
By:      ERIC ALDEN                         By:      MICHAEL A. SCHAFFER
Title:   President                          Title:   Chief Executive Officer



                                       32


</TEXT>
</DOCUMENT>
