<PAGE>

                                                                   EXHIBIT 10.10

                              CASE FINANCIAL, INC.
                            (A DELAWARE CORPORATION)

                         -------------------------------

                               8% PROMISSORY NOTE
                          $600,000.00 PRINCIPAL AMOUNT
                                  INTEREST ONLY

                                DUE MAY 23, 2004

                         -------------------------------


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION. TRANSFER OF THIS NOTE IS
RESTRICTED PURSUANT TO SUCH LAWS.



                                                              Encino, California
$600,000.00                                                         May 24, 2002


         1.       NOTE.

              1.1 Case Financial, Inc., a Delaware corporation (formerly Asia
              Web Holdings, Inc.) (the "Company" or the "Borrower"), hereby
              promises to pay to the order of Harvey Bibicoff, (the "Holder")
              the amount of $600,000.00 by May 23, 2004 ("Due Date") and to pay
              interest at eight percent (8%) PER ANNUM on the outstanding
              principal. Payments shall be made to the Holder in lawful money of
              the United States at 4101 Clarinda Drive, Tarzana, CA 91356, or at
              such other place as the Holder may specify in writing.

              1.2 The Note is one of a duly authorized issue of Notes of the
              Company limited to the aggregate, principal amount of $700,000.00
              issued or to be issued under and pursuant to a Plan of
              Reorganization and Acquisition dated May 18, 2002 (the
              "Reorganization Plan") duly executed between the Company and the
              Holder. Interest shall be paid monthly commencing May 31, 2002
              until payments of the principal sum have been made.

              1.3 In the event the Company does not make, when due, any payment
              of principal or interest required to be made hereunder, the
              Company will pay, on demand, interest on the amount of any overdue
              payment of principal or interest for the period following the Due
              Date of such payment, at a rate of twelve percent (12%) per annum.

         2.       DEFAULT. In the event of an occurrence of any event of default
                  specified below, the principal and all accrued interest on the
                  Note shall become immediately due and payable without notice,
                  except as specified below. The occurrence of any of the
                  following events shall constitute an event of default under
                  this Note:

                                       1
<PAGE>

              2.1 The Company fails to make any payment hereunder when due,
              which failure has not been cured within fifteen (15) days
              following such failure.

              2.2 If the Company shall default in the observance or performance
              of any covenant contained in or provision of the Reorganization
              Plan herewith between, among others, the Company and the Holder
              and which as not been cured within ten (10) days of the receipt by
              the Company of written notice thereof from or on behalf of the
              Holder.

              2.3 If the Company shall default in the payment or performance of
              any obligation, or any defined event of default, under any
              contract or instrument pursuant to which Borrower has incurred any
              debt or other liability to any person or entity, including the
              Holder.

              2.4 If the Borrower shall file a petition to take advantage of any
              insolvency act; make an assignment for the benefit of its
              creditors; commence a proceeding for the appointment of a
              receiver, trustee, liquidator or conservator of itself of a whole
              or any substantial part of its property; file a petition or answer
              seeking reorganization or arrangement or similar relief under the
              federal bankruptcy laws or any other applicable law or statue of
              the United States of America or any state; or

              2.5 If a court of competent jurisdiction shall enter an order,
              judgment or decree appoint a custodian, receiver, trustee,
              liquidator or conservator of the Borrower or of the whole or any
              substantial part of its properties, or approve a petition filed
              against the Borrower seeking reorganization or arrangement or
              similar relief under the federal bankruptcy laws or any other
              applicable law or statute of the United States of America or any
              state; or if, under the provisions of any other law for the relief
              or aid of debtors, a court of competent jurisdiction shall assume
              custody or control of the Borrower or of the whole or any
              substantial part of its properties; or is there is commenced
              against the Borrower any proceeding for any of the foregoing
              relief and such proceeding or petition remains undismissed for a
              period of 30 days; or if the Borrower by any act indicates its
              consent to or approval of any such proceeding or petition; or

              2.6 If (i) any judgment remaining unpaid, unstayed or undismissed
              for a period of 60 days is rendered against the Borrower which by
              itself or together with all other such judgments rendered against
              the Borrower remaining unpaid, unstayed or undismissed for a
              period of 60 days, is in excess of $250,000 or (ii) there is any
              attachment or execution against the Borrower's properties
              remaining unstayed or undismissed for a period of 60 days which by
              itself or together with all other attachments and executions
              against the Borrower's properties remaining unstayed or
              undismissed for a period of 60 days is for an amount in excess of
              $250,000.

         3.       LATE CHARGE. Without limiting Holder's other rights and
                  remedies, in the event any installment of principal or
                  interest is not paid in full on or before the date due,
                  Borrower agrees to pay to Holder an amount equal to 5% of the
                  installment (or portion thereof) not paid as liquidated
                  damages.

                                       2
<PAGE>

         4.       PREPAYMENT. Borrower may prepay any or all amounts due under
                  this Note at any time without penalty; provided, however, that
                  Borrower, as a condition of repayment of some or all of the
                  balance hereof, shall deliver written notice of its intention
                  to prepay at least three (3) calendar days prior to the date
                  of such prepayment.

         5.       SUBORDINATION. The indebtedness evidenced by this Note shall
                  only be subordinated in right of payment to the prior payment
                  in full of all future bank rediscount lines of credit or
                  loans.

         6.       SECURITIES LAW COMPLIANCE. The Holder understands that this
                  Note is subject to full compliance with the provisions of all
                  applicable securities laws and that the certificate or
                  certificates evidencing such Note will bear a legend to the
                  following effect:

                           "THE SECURITIES EVIDENCED HEREBY MAY NOT BE
                           TRANSFERRED WITHOUT (i) THE OPINION OF COUNSEL
                           SATISFACTORY TO THIS CORPORATION THAT SUCH TRANSFER
                           MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE
                           FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR (ii)
                           SUCH REGISTRATION."

         7.       NOTICES. Any notice herein required or permitted to be given
                  shall be in writing and may be personally served, sent by
                  United States mail, certified, or by overnight delivery
                  service. For the purposes hereof, the address of the Holder
                  and the address of the Holder and the address of the Company
                  shall be as follows:

                     Company:                               Holder:
                     Case Financial, Inc.                   Harvey Bibicoff
                     15060 Ventura Blvd., #240              4101 Clarinda Drive
                     Sherman Oaks, CA  91403                Tarzana, CA  91356

                  Both the Holder and the Company may change the address for
                  service by written notice to the other as herein provided.

         8.       NO WAIVER RIGHT AND REMEDIES CUMULATIVE. No failure on the
                  part of the Holder to exercise ,and no delay in exercising any
                  right hereunder shall operate as a waiver thereof, nor shall
                  any single or partial exercise by the Holder of any right
                  hereunder preclude any other or further exercise thereof or
                  the exercise of any other right. The rights and remedies
                  herein provided are cumulative and not exclusive of any
                  remedies or rights provided by law or by any other agreement
                  between the Borrower and the Holder.

         9.       COSTS AND EXPENSES. Borrower shall pay to Holder, upon demand
                  the full amount of all costs and expenses incurred by Holder
                  in connection with the enforcement of the Holder's rights and
                  the collection of any amounts which become due to Holder under
                  this Note.

         10.      AMENDMENTS. No amendment, modification or waiver of any
                  provision of this Note nor consent to any departure by the
                  Holder there from shall be effective unless the same shall be
                  in writing and signed by the Holder and then such waiver or
                  consent shall be effective only in the specific instance and
                  for the specific purpose for which given.

                                       3
<PAGE>

         11.      SUCCESSORS AND ASSIGNS. This Note shall be binding upon the
                  Borrower and its successors and assign and the terms hereof
                  shall inure to the benefit of the Holder and its successors
                  and assigns, including subsequent holders hereof.

         12.      SEVERABILITY. The provisions of this Note are severable, and
                  if any provision shall be held invalid or unenforceable in
                  whole or in part in any jurisdiction, then such invalidity or
                  unenforceability shall not in any manner affect such provision
                  in any other jurisdiction or any other provision of this Note
                  in any jurisdiction.

         13.      WAIVER OF NOTICE. The Borrower hereby waives presentment,
                  demand for payment, notice of protest and all other demands in
                  connection with the delivery, acceptance, performance, default
                  or enforcement of this Note.

         14.      GOVERNING LAW. This Note has been executed in and shall be
                  governed by the laws of the State of California.

         15.      NOTE HOLDER IS NOT A SHAREHOLDER. No Holder of this Note,
                  solely by virtue of the ownership of this Note, shall be
                  considered a shareholder of the Company for any purpose, nor
                  shall anything in this Note be construed to confer on any
                  Holder of this Note any rights of a shareholder of the Company
                  including, without limitation, any right to vote, give or
                  withhold consent to any corporate action, receive notice of
                  meetings of shareholders or receive dividends.

         16.      EXCHANGE AND REPLACEMENT OF NOTE. Upon surrender of this Note
                  to the Borrower, the Borrower shall execute and deliver, at
                  its expense, one or more new Notes of such denominations and
                  in such names, as requested by the holder of the surrendered
                  Note. Upon receipt of evidence satisfactory to the Company of
                  the loss, theft, mutilation, or destruction of any Note, the
                  Borrower will make and deliver a new Note, of like tenor, at
                  the request of the holder of such Note.

         IN WITNESS WHEREOF, the Company has caused this Note to be signed by
its authorized officers as of the 24th day of May, 2002.

ATTEST:                                       CASE FINANCIAL, INC.




By: /S/ Lorne Pollock                         By: /S/ Eric Alden
   ------------------------------                 -----------------------------
   Lorne Pollock, Secretary                       Eric Alden, CEO


                                       4