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                                                                    EXHIBIT 10.5

                              CASE FINANCIAL, INC.
                              Employment Agreement
                               Steven D. Gershick


This agreement is entered into between and among Case Financial, Inc. (formerly
Asia Web Holdings, Inc.), a Delaware Corporation having its principal place of
business at 15060 Ventura Boulevard, Suite 240, Sherman Oaks, California 91403
(the "Company") and Steven D. Gershick an individual whose residence is 334 Fox
Ridge Drive, Thousand Oaks, California 91361 ("Executive") (collectively, the
"Parties").

         WHEREAS, Executive has performed the duties of "Acting Chief Financial
Officer" of the Company on a part-time basis since April 16, 2002 (hereinafter
referred to as "Start Date"), and

         WHEREAS, the Company desires to retain Executive as the Chief Financial
Officer/Senior VP Finance and Administration of the Company, and Executive
desires to perform such service for the Company, on the terms and conditions set
forth herein;

         NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is mutually agreed by the
parties as follows:

1)       DUTIES AND SCOPE OF EMPLOYMENT.

         a.       POSITION. Beginning August 12, 2002, Executive shall be
                  employed as Chief Financial Officer/Senior VP Finance and
                  Administration of the Company.

         b.       AT WILL EMPLOYMENT. Executive's employment may be terminated
                  at any time upon thirty (30) days written notice by either
                  party, with or without cause.

         c.       DUTIES. Executive shall be responsible for managing all
                  aspects of the Company's corporate finance, accounting,
                  financial reporting and regulatory compliance, investor
                  relations and administrative functions including human
                  resources, insurance, and employee benefits. Executive shall
                  faithfully, diligently and competently discharge his
                  responsibilities hereunder, and Executive shall use his best
                  efforts to further the business of the Company during his
                  employment.

         d.       PERMITTED OUTSIDE ACTIVITIES. Executive may engage in
                  providing business advisory services and board directorships
                  with outside parties on a limited basis subject to paragraph
                  2) c) below.


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         e.       REPORTING STRUCTURE. Executive shall report directly to the
                  CEO of the Company. All finance, accounting and administrative
                  functions will report directly to Executive.

2)       COMPENSATION, FRINGE BENEFITS, STOCK OPTIONS AND SEVERANCE.

         a)       BASE SALARY. The Company shall pay the Executive as
                  compensation for his services a base salary at the annualized
                  rate of $144,000 (the "Base Salary") which amount shall be
                  reviewed not less than annually by the Board. Such salary
                  shall be paid periodically in accordance with normal Company
                  payroll practices and subject to the usual and applicable
                  required withholding.

         b)       BONUSES. Executive shall participate in discretionary annual
                  bonuses up to fifty percent (50%) of Base Salary. Such bonuses
                  shall be based upon achieving the financing and other
                  objectives established in advance by mutual consent of the
                  Executive and the Chief Executive Officer for such period and
                  may include the following performance objectives:

                  (1)      Financing Objectives
                           (a)      Successful closing of senior lender/bank
                                    line of credit or other facility
                           (b)      Successful closing of debt or equity
                                    financing
                  (2)      Other Objectives
                           (a)      Timely regulatory filings
                           (b)      Establishing and meeting cost budgets
                           (c)      Achieving profitability
                           (d)      Sustaining profitability
                           (e)      Growing earnings
                           (f)      Creation and maintenance of a successful
                                    investor relations program
                           (g)      Increase in the average daily trading volume
                                    in the stock of the Company
                           (h)      Attracting analyst coverage for the
                                    Company's stock
                           (i)      Increase in the market capitalization of the
                                    company
                  (3)      Assuming additional operating or administrative
                           responsibilities

         c)       PERMITTED OUTSIDE ACTIVITIES

                  Until such time as Executive's aggregate annual cash
                  compensation equals $180,000 (by way of increases in monthly
                  base salary and/or payment of discretionary bonuses),
                  Executive shall be permitted to provide business advisory
                  consulting services to outside clients on the following basis:
                  (1)      Such outside clients do not compete directly or
                           indirectly with the business of the Company
                  (2)      Such work is limited in hours and does not interfere
                           with the performance of Executive's full-time duties
                           hereunder.
                  (3)      Within sixty (60) days of reaching the $180,000
                           compensation level, Executive shall terminate all
                           outside consulting engagements.
                  (4)      Executive shall notify the Company of any outside
                           directorships and shall not undertake new director
                           positions without the approval of the Board of
                           Directors of the Company, which such approval shall
                           not be unreasonably withheld.

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         d)       EXECUTIVE BENEFITS. During his employment hereunder, Executive
                  shall be eligible to participate in the employee benefit plans
                  maintained by the Company of general applicability to other
                  senior executives of the Company. The Company reserves the
                  right to cancel or change the benefit plans and programs it
                  offers to its employees at any time.

         e)       VACATION. Executive shall be entitled to paid vacation
                  according to the following schedule:

                  1.       1st Year of employment:        3 weeks
                  2.       2nd and following years:       4 weeks

                  The vacation accrual shall be treated as having begun on the
                  Start Date and shall accrue ratably each month of employment
                  thereafter.

         f)       COMMON STOCK OPTIONS.

                  i)       GRANT. Executive shall participate in the Stock
                           Option Plan of the Company. Company agrees to grant
                           Executive options to purchase 500,000 shares of the
                           Company's common stock at an exercise price of $0.45
                           per share. The Options shall vest ratably over 36
                           months from the Start Date, subject to Executive
                           continuing to render services to the Company during
                           such period.

                  ii)      CHANGE IN CONTROL. Upon the occurrence of any change
                           in control of the company either through sale of a
                           majority of the assets or stock ownership,
                           seventy-five percent (75%) of Executive's unvested
                           shares at such date shall immediately vest. Such
                           provision shall not apply in the case of a financing
                           transaction occurring prior to June 30, 2003, but
                           only if none of the senior management employment
                           relationships are terminated in connection with, or
                           as a result of such financing transaction.

                  iii)     OTHER TERMS AND CONDITIONS. All other terms and
                           conditions shall be as governed by the Stock Option
                           Plan of the Company as adopted.

         g)       SEVERANCE BENEFITS. Executive shall be earn a severance
                  benefit equal to one month of base pay for each six (6) months
                  of continuous employment up to a maximum of six (6) months of
                  base pay. For this purpose, employment shall be considered to
                  have begun on the Start Date. Severance benefits shall be
                  payable in equal monthly amounts as a post-employment salary
                  continuation. Severance benefits shall be payable if
                  employment is terminated by Company for any reason.

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         h)       TERMINATION WITHOUT CAUSE.

                  i)       In the event Executive is terminated without Cause
                           (as defined below in subparagraph g) iii) below)
                           prior to January 1, 2003, then the Company shall make
                           continued payments of Base Salary to Executive for
                           three (3) months following the date of such
                           termination.
                  ii)      Subsequent to December 31, 2002
                           (1)      In the event Executive is terminated without
                                    Cause (as defined in subparagraph g) iii)
                                    below) subsequent to December 31, 2002, then
                                    (a)      the Company shall make continued
                                             payments of Base Salary to
                                             Executive for three (3) months
                                             following the date of such
                                             termination, and
                                    (b)      Fifty percent (50%) of all unvested
                                             options of the Executive at such
                                             date of termination shall then
                                             immediately vest.

                  iii)     For purposes of this paragraph, "Cause" shall mean
                           (i) Executive fails to or is unable to perform the
                           material duties assigned to him as a result of the
                           use of intoxicants or narcotics, or fails to pass a
                           drug test if such drug testing is required without
                           discrimination of all senior executives of the
                           Company, and is administered in compliance with the
                           conditions set forth in the Employee Manual, (ii)
                           Executive is guilty of gross and willful misconduct
                           in the conduct of his duties hereunder, (iii)
                           Executive is convicted of any felony, (iv) Executive
                           is in material breach of this Agreement, (v)
                           Executive fails to substantially perform his material
                           duties hereunder for any reason other than those set
                           forth in clauses (i) through (iv), or (vi) Executive
                           willfully fails to obey the reasonable instructions
                           of the Chief Executive Officer or the Board of
                           Directors of the Company. A reduction in salary not
                           exceeding twenty percent (20%) of Base Salary and
                           which is applied equally to all similarly situated
                           executives of the company shall not be considered a
                           Termination Without Cause under this subparagraph
                           (g).

                  iv)      COORDINATION WITH SEVERANCE BENEFITS. In no event
                           shall the total of Severance Benefits in paragraph
                           2(f) and the continued payments of Base Salary in
                           this paragraph 2(g) exceed an aggregate of six (6)
                           month's base salary at the time of termination.

         i)       EXPENSES. The Company will pay or reimburse Executive for
                  reasonable travel, entertainment, cellular phone, wireless
                  email or other expenses incurred by Executive in the
                  furtherance of or in connection with the performance of
                  Executive's duties hereunder in accordance with the Company's
                  established policies. Without limiting the generality of the
                  foregoing, the Company shall reimburse Executive for all
                  continuing education, professional dues and other costs of
                  maintaining licensure as a California Certified Public
                  Accountant, and continued involvement in professional
                  societies relating thereto.

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3)       CONFIDENTIAL INFORMATION. Executive agrees to continue to maintain the
         confidentiality of all confidential and proprietary information of the
         Company and agrees as set forth in the Confidentiality, Non-Disclosure
         and Non-Competition Agreement executed April, 2002 between Executive
         and the Company.

4)       ASSIGNMENT. This Employment Agreement shall be binding upon and inure
         to the benefit of (a) the heirs, executors and legal representatives of
         Executive upon Executive's death and (b) any successor of the Company.
         Any such successor of the Company shall be deemed substituted for the
         Company under the terms of this Employment Agreement for all purposes.
         As used herein, "successor" shall include any person, firm, corporation
         or other business entity which at any time, whether by purchase, merger
         or otherwise, directly or indirectly, acquires all or substantially all
         of compensation payable pursuant to this Employment Agreement shall be
         assignable or transferable except to a corporation furnishing
         Executive's services reasonably approved by the Company or through a
         testamentary disposition or by the laws of descent. Any attempted
         assignment, transfer, conveyance or other disposition (other than as
         aforesaid) of any interest in the rights of Executive to receive any
         form of compensation hereunder shall be null and void.

5)       NOTICES. All notices, requests, demands and other communications called
         for hereunder shall be in writing and shall be deemed given if
         delivered personally, one (1) day after mailing via Federal Express
         overnight or a similar overnight delivery service, or three (3) days
         after being mailed by registered or certified mail, return receipt
         requested, prepaid and addressed to the parties or their successors in
         interest at the following addresses, or at such other addresses as the
         parties may designate by written notice in the manner aforesaid:

                           If to the Company:
                                    Eric Alden, CEO
                                    Case Financial, Inc.
                                    15060 Ventura Boulevard
                                    Suite 240
                                    Sherman Oaks, CA   91403
                                    Fax: 818-728-9449

                           If to Executive:
                                    Steven D. Gershick
                                    334 Fox Ridge Drive
                                    Thousand Oaks, CA  91361
                                    Fax: 805-557-0801

6)       SEVERABILITY. In the event that any provision hereof becomes or is
         declared by a court of competent jurisdiction to be illegal,
         unenforceable or void, this Employment Agreement shall continue in full
         force and effect without said provision.

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7)       ENTIRE AGREEMENT. This Employment Agreement, the Stock Option Plan,
         Option Agreement, and the Confidentiality, Non-Disclosure and
         Non-Competition Agreement represent the entire agreement and
         understanding between the Company and Executive concerning Executive's
         employment relationship with the Company, and supersede in their
         entirety any and all prior agreements and understandings concerning
         Executive's employment relationship with the Company. To the extent
         this Employment Agreement is inconsistent or conflicts with any other
         agreement entered into between Executive and the Company, including the
         Option agreement, this Employment Agreement shall control.

8)       NO ORAL MODIFICATION, CANCELLATION OR DISCHARGE. This Employment
         Agreement may only be amended, canceled or discharged in writing signed
         by Executive and the Company.

9)       GOVERNING LAW. This Employment Agreement shall be governed by the laws
         of the State of California.

10)      CORPORATE ACTION. The Company represents and warrants to Executive that
         all necessary corporate action has been taken by the Company to
         execute, deliver and perform this Employment Agreement by the Company.

11)      CONFIDENTIALITY. Executive agrees that the terms of this Employment
         Agreement will remain confidential, and that he shall not disclose the
         contents or terms of this Employment Agreement to any other person or
         entity, except to accountants, financial advisors, attorneys and
         governmental agencies on a need-to-know basis and in order to comply
         with applicable tax laws.

12)      NON-SOLICITATION; NON-DISPARAGEMENT. In consideration for the benefits
         Executive and the Company are to receive herein, (a) Executive agrees
         that he (i) will not, at any time during the one year following his
         termination date, directly or indirectly solicit any individuals to
         leave the Company's employ for any reason or interfere in any other
         manner with the employment relationships at the time existing between
         the Company and their current or prospective employees, and (ii) will
         not disparage, criticize, defame or slander the Company or their
         employees and (b) the Company agrees that it will not disparage,
         criticize, defame or slander Executive.

13)      FURTHER ASSURANCES. Each of the Company and Executive agrees to take
         promptly all actions necessary, proper or advisable or as the other may
         reasonably request to fully carry out the intent and purpose of this
         Employment Agreement.

14)      REPRESENTATION BY COUNSEL. Each of the Parties hereto acknowledge that
         they have been represented by independent counsel of their choice
         throughout all negotiations which preceded the execution of this
         Employment Agreement, and that this Employment Agreement has been
         executed with the consent and on the advice of such independent legal
         counsel, or such advice has been explicitly waived.

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         IN WITNESS WHEREOF, the undersigned have executed this Employment
Agreement this 19th day of August 2002,


CASE FINANCIAL, INC.
(formerly Asia Web Holdings, Inc.)



By: /S/ Eric Alden
   ---------------------
Eric Alden, CEO




EXECUTIVE

/S/ Steven D. Gershick
------------------------
Steven D. Gershick


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