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                                                                    EXHIBIT 10.2

                                    AGREEMENT
                                    ---------


         THIS AGREEMENT (the "AGREEMENT"), is made as of December __, 2002, by
and between Case Financial, Inc., a Delaware corporation (the "COMPANY"), and
I.F. Propco Holdings (Ontario) 32 Ltd., an Ontario corporation ("LENDER"), with
reference to the following:

         A. On the date hereof, the Company and Lender executed that certain
Subscription Agreement, (the "SUBSCRIPTION AGREEMENT"), pursuant to which Lender
agreed to purchase one (1) unit issued by the Company (the "UNIT") and as full
payment for the Unit, concurrently with the execution and delivery of the
Subscription Agreement, Lender paid to the Company the purchase price of Two
Million and 00/100 Dollars ($2,000,000.00). The Unit is comprised of:

                  (i) a Promissory Note, dated as of the date hereof, executed
and delivered by the Company to Lender, in the principal amount of Two Million
and 00/100 Dollars ($2,000,000.00) (the "NOTE");

                  (ii) a Warrant, dated as of the date hereof, executed and
delivered by the Company to Lender, granting Lender the right to purchase two
million (2,000,000) shares of the Company's common stock, $0.001 par value per
share, at an exercise price of $0.50 per share (the "$0.50 WARRANT"); and

                  (iii) a Warrant, dated as of the date hereof, executed and
delivered by the Company to Lender, granting Lender the right to purchase one
million (1,000,000) shares of the Company's common stock, $0.001 par value per
share, at an exercise price of $0.80 per share (together with the $0.50 Warrant,
the "WARRANTS").

         B. In consideration of Lender's purchase of the Unit, the Company has
agreed that for so long as the Note is outstanding, and at all times while the
Note is outstanding or the Company shall have any obligations to Lender under
the Note, Lender shall have the irrevocable right to declare one (1) person (the
"NOMINEE") as the nominee of the Board of Directors of the Company (the "BOARD")
for election to the Board.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that the
foregoing recitals are true and correct and agree as follows:

         1. ELECTION.

                  1.1 INITIAL ELECTION. Pursuant to the terms of Article II,
Section 3 of the Bylaws of the Company, dated effective May 24, 2000 (the
"BYLAWS"), upon the execution of this Agreement, the Company shall increase the
authorized number of directors of the Board, and subject only to the rights of
the holders of any class or series of Preferred Stock, elect the Nominee thereto
for a term expiring at the next succeeding annual meeting of the stockholders of
the Company.

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                  1.2. SUBSEQUENT ELECTION. Pursuant to the provisions of
Article I, Section 6(c)(i) of the Bylaws, at each succeeding annual meeting of
the stockholders of the Company, the Company shall cause the Nominee to be
nominated for election to the Board by or at the direction of the Board, and at
such annual meeting, the Company shall use its best efforts to cause the
election of the Nominee to the Board.

                  1.3 DELIVERY OF INFORMATION. Pursuant to the provisions of
Article I, Section 6(c) of the Bylaws, at the request of the Board, Lender shall
cause the Nominee to furnish to the Secretary of the Corporation that
information required by Article I, Section 6(c) of the Bylaws.

         2. DOCUMENTATION. With the exception of such information or
documentation that may be required pursuant to Section 1.3 hereof, the Company,
at its sole cost and expense, shall prepare all corporate documents and other
documents or filings required pursuant to any applicable laws or regulations
with respect to the nomination and/or election of the Nominee to the Board.

         3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. The
Company hereby represents, warrants and covenants to Lender:

                  (a) Borrower is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware;

                  (b) The entering into and performance of this Agreement,
including the nomination and election of the Nominee pursuant to the terms of
this Agreement, comply with, are allowed by, and will not (immediately or with
the passage of time, the giving of notice, or both) constitute a violation of
the terms and provisions of all governing documents of the Company, including
the Bylaws, or any applicable laws, including, without limitation, the Delaware
General Corporation Law;

                  (c) The Company has the power and authority to enter into and
perform this Agreement, has taken all actions necessary to authorize the
execution, delivery, and performance of this Agreement, and when entered into,
this Agreement shall be the valid, binding, and enforceable agreement of the
Company;

                  (d) As of the date hereof, no action or proceeding has been
taken or commenced or is presently contemplated by the Company or the Board that
would impair or prevent Lender's rights hereunder;

                  (e) At all times, the Company shall use its best efforts to
cause the election of the Nominee to the Board pursuant to the terms of this
Agreement; and

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                  (f) All of the representations, warranties and covenants set
forth in this Section 3 shall survive for so long as the Note is outstanding,
and at all times while the Note is outstanding or the Company shall have any
obligations to Lender under the Note.


         4. DEFAULT. The Company shall be in default under this Promissory Note
upon the occurrence of either of the following events (each, an "AGREEMENT
DEFAULT"):

                  (a) The Company's breach of any term or provision of this
Agreement; or

                  (b) Any of the Company's representations, warranties or
covenants made or given hereunder proving to be materially false or misleading
in any material respect.

Such an Agreement Default shall be deemed to be a Default in accordance with and
pursuant to the terms of the Note (and as such term is defined in the Note) and
Lender may thereafter exercise all rights and remedies as provided in the Note
upon a Default.

         5. GENERAL.

                  5.1 OTHER RIGHTS. This Agreement shall in no way impair any
rights Lender may have as a stockholder of the Company, including, without
limitation, the right of Lender as a stockholder of the Company to nominate a
person, in addition to the Nominee, for election to the Board.

                  5.2 GOVERNING LAW. This laws of the State of California
applicable to agreements made in that State shall govern the validity,
construction, performance and effect of this Agreement and the courts of the
State of California shall have sole and exclusive jurisdiction over any matter
brought under, or by reason of, this Agreement.

                  5.3 ATTORNEYS' FEES. In the event any action or proceeding is
instituted to interpret or enforce the terms and provisions of this Agreement,
the prevailing party shall be entitled to its costs and attorneys' fees, in
addition to any other relief it may obtain or be entitled to.

                  5.4 ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding of the parties with respect to the contents hereof, and supercedes
that certain Confidential Term Sheet, dated November 27, 2002, delivered by the
Company to Lender, and all otherprevious agreements, negotiations, memoranda,
and understandings, whether written or oral with respect to the contents hereof.

                  5.5 MODIFICATIONS. This Agreement shall not be modified,
amended or changed in any manner unless in writing executed by the parties
hereto.

                  5.6 WAIVERS. No waiver of any of the provisions of this
Agreement shall be deemed, or shall constitute, a waiver of any other provision,
whether or not similar, nor shall any waiver constitute a continuing waiver, and
no waiver shall be binding unless evidenced by an instrument in writing and
executed by the party making the waiver.

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                  5.7 INVALIDITY. If any term, provision, covenant or condition
of this Agreement, or any application thereof, should be held by a court of
competent jurisdiction to be invalid, void or unenforceable, that provision
shall be deemed severable and all provisions, covenants, and conditions of this
Agreement, and all applications thereof not held invalid, void or unenforceable,
shall continue in full force and effect and shall in no way be affected,
impaired or invalidated thereby.

                  5.8 NOTICES. All notices required, permitted or given pursuant
to the provisions of this Agreement shall be made and delivered in accordance
with Section 11 of each of the Warrants.

                  5.9 HEADINGS. The section headings contained in this Agreement
are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

                  5.10 COUNTERPARTS. This Agreement may be executed at different
times and in multiple counterparts, each of which shall be deemed an original,
but all of which together shall constitute on and the same instrument.




                         [Signatures on following page.]


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         IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the date first written above.

                                      "COMPANY"

                                      CASE FINANCIAL, INC.,
                                      a Delaware corporation

                                      By:
                                               ---------------------------------
                                      Name:
                                               ---------------------------------
                                      Its:
                                               ---------------------------------


                                      "LENDER"

                                      I.F. PROPCO HOLDINGS (ONTARIO) 32 LTD.,
                                      an Ontario corporation

                                      By:      /S/ Clifford P. Evans
                                               ---------------------------------
                                      Name:    Clifford P. Evans
                                      Its:     President


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