12% SECURED
                                PROMISSORY NOTE

March 8, 2004                                      U.S. Dollars ("USD") $500,000


FOR USD$500,000 RECEIVED, the undersigned, CASE FINANCIAL, INC., a corporation
organized under the laws of the State of Delaware ("BORROWER") promises to pay
to the order of I.F. PROPCO HOLDINGS 32 LTD. or its registered assign[s]
("LENDER"), the principal sum of Five Hundred Thousand Dollars (USD$500,000)
(the "LOAN AMOUNT") on September 8, 2004 (the "MATURITY DATE") and pay interest
on the unpaid principal balance hereof at the rate specified herein from the
date hereof (the "ISSUE DATE") until the same becomes due and payable (which
interest shall accrue on a daily basis), whether at maturity or upon redemption,
acceleration or otherwise. All payments of principal and interest shall be made
in, and all references herein to monetary denominations shall refer to, lawful
money of the United States of America. Whenever any amount expressed to be -due
by the terms of this Note is due on any day which is not a Business Day (as
defined herein), the same shall instead be due on the next succeeding day which
is a Business Day. Except as otherwise expressly provided herein, this Note may
be prepaid by Borrower.

                             ARTICLE 1. DEFINITIONS

      SECTION 1.1 DEFINITIONS. The following terms wherever used in this Note
shall have the following meanings:

            "Business Day" means any day other than a Saturday, Sunday or a day
on which commercial banks in the City of New York, New York are authorized or
required by law or executive order to remain closed.

            "Collateral" means, collectively, all existing and future assets of
the Borrower (as defined below) as more fully described and provided for in the
Security Documents.

            "Common Stock" means the Borrower's common stock, par value $.001
            per share. "Default Rate" has the meaning set forth for such
            expression in Section 2.1. "Event of Default" means any of the
            events set forth in Section 7 hereof. "Non-Default Rate" has the
            meaning set forth for such expression in Section 2.1. "Note" means
            this promissory note.

<PAGE>

            "Person" means an individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization or joint venture, or a
court or government or any agency or political subdivision thereof.

            "Section" means a numbered section of this Note, unless another
document is speci fically referenced.


            "Security Agreement" means that certain Security Agreement, dated as
of the date hereof, given by Borrower to Lender, together with all renewals,
amendments, modifications and supplements thereto.

            "Unmatured Default" means an event which but for the passage of time
or the giving of notice, or both, would constitute an Event of Default.

      Each capitalized term used herein, and' not otherwise defined, shall have
the meaning ascribed thereto in the Exchange Agreement.

                          ARTICLE 2. TERMS OF THE NOTE

      SECTION 2.1 INTEREST. The sums advanced under this Note shall bear per
annum interest on the outstanding Loan Amount as follows: (i) from the Issue
Date through the Maturity Date and so long as there is no existing Event of
Default hereunder at twelve percent (12%) (the "Non-Default Rate") and (ii)
after the Maturity Date or while there exists an Event of Default, equal to the
Non-Default Rate plus three percent (3.0%) (such rate existing from time to time
under this clause (ii) referred to as the "DefaultJRate"). Interest shall be
calculated on the basis of a 360-day year, counting the actual number of days
elapsed. Interest will begin to accrue on the Issue Date, shall be payable in
arrears at such time as the outstanding principal balance hereof with respect to
which such interest has accrued becomes due and payable hereunder and the amount
of principal outstanding under this Note shall continue to accrue interest at
the Non-Default Rate or the Default Rate, as set forth above, even after the
occurrence of an Unmatured Default, an Event of Default, maturity, acceleration,
judgment, bankruptcy, insolvency proceedings of any kind, or the happening of
any other event or occurrence, whether similar or dissimilar.

      SECTION 2.2 COMMON Stock. As further consideration for the Loan Amount,
Borrower shall promptly issue to Lender or its registered assignfs] One Million
(1,000,000) shares of Common Stock. Such shares of Common Stock will have "piggy
back" registration rights, subject to the terms and conditions of a Registration
Rights Agreement executed by the Borrower and the Lender as of the date hereof.

<PAGE>

      SECTION 2.3 MATURITY. Subject to Section 2.4 and Section 7.1 below, this
Note shall mature and be due and payable in full on the Maturity Date.

      SECTION 2.4 ACCELERATION. If the Borrower raises an aggregate of Three
Million Dollars (USD$3,000,000) through a private placement or initial public
offering of securities of the Borrower (such amount to be deemed the "Qualified
Funding Level"), Lender may elect to require Borrower to prepay this Note within
ten (10) days following the date that Borrower reaches the Qualified Funding
Level. Borrower shall pay to Lender an amount in cash, by wire transfer to an
account designated by Lender, equal to the original principal amount hereunder,
plus all accrued and unpaid interest on the full outstanding principal amount of
this Note. As soon as practicable after receipt by the holder hereof of all
amounts owing in connection with a prepayment, the holder hereof shall deliver
to the Borrower the original copy of this Note marked "cancelled."

      Section 2.5 Purpose. This Note is being executed for working capital
purposes of the Borrower.


                        ARTICLE 3. INCORPORATED DOCUMENTS

      SECTION 3.1 SECURITY AGREEMENT INCORPORATED. This Note is secured by and
made pursuant to the Security Agreement and all supplements thereto reference is
made for the further description of the terms of the subject loan transaction,
the right of the holder hereof to declare this Note due and payable prior to its
stated maturity, the description of the property securing this Note, the nature
and extent of any security, the rights of Lender with respect to any security
and other terms and conditions upon which this Note is issued.

                          ARTICLE 4. ENFORCEMENT COSTS

      SECTION 4.1 ENFORCEMENT COSTS. Borrower agrees to pay immediately upon
demand all reasonable costs and expenses of Lender, including reasonable
attorneys' fees (i) if, after an Event of Default, this Note is placed in the
hands of an attorney or attorneys for collection, (ii) if Lender finds it
necessary or desirable upon an Unmatured Default or an Event of Default to
secure the services or advice of one or more attorneys with regard to collection
of this Note against Borrower, any guarantor or any other party liable therefor
or for protection of its rights under this Note and the Security Agreement,
(iii) if Lender seeks to have the Collateral, or any part thereof, abandoned by
any estate in bankruptcy, or attempts to have lifted any stay or injunction
prohibiting the enforcement or collection of the Note, prohibiting the
foreclosure of any security for the Loan or prohibiting the enforcement of the
Security Agreement by any bankruptcy or other court, and any subsequent
proceedings or appeals from any order or judgment entered in any such proceeding
or (iv) if Lender seeks to enforce any of its remedies at law or as provided for
in the Security Agreement.

<PAGE>

      If Lender shall be made a party to or shall intervene in any action or
proceeding, whether in court or before any governmental authority, affecting the
Collateral or the title thereto or the interest of the Lender under the Security
Agreement, Lender shall be reimbursed by Borrower immediately upon demand for
all reasonable costs, charges, and attorneys' fees incurred by Lender in any
such case, and the same shall be secured by the liens of the Security Agreement
and any other security for the Loan and/or this Note.

                               ARTICLE 5. WAIVERS

      SECTION 5.1 WAIVERS. Lender, at its option, may make extensions of the
time for the payment of the indebtedness, or reduce the payments thereon,
release any collateral securing such indebtedness, or accept a renewal note or
notes therefor, all without notice, and Borrower, endorsers and guarantors
hereby consent to any such extensions, reductions or renewals, all without
notice, and agree that any such action shall not release them from any liability
hereunder. Borrower waives presentment for payment, notice of dishonor, notice
of nonpayment of this Note, and diligence in the collection thereof as
conditions of liability under this instrument.

                          ARTICLE 6. CERTAIN COVENANTS

      SECTION 6.1 BORROWINGS; LIENS. So long as this Note remains outstanding,
the Borrower shall not, without the written consent of the Lender, create,
incur, assume or suffer to exist any (i) liability for borrowed money, except
(a) borrowing in existence or committed on the date hereof and of which the
Borrower has informed Holder in writing prior to the date hereof, (b)
indebtedness to trade creditors incurred in the ordinary course of business, (c)
borrowings, the proceeds of which shall be used to repay this Note and (d)
unsecured indebtedness; or (ii) lien, claim or encumbrance with respect to any
property or asset now owned or hereafter acquired by Borrower other than as
expressly permitted by the Security Agreement.

      SECTION 6.2 ADVANCES AND LOANS. So long as this Note remains outstanding,
the Borrower shall not, without the written consent of the Lender, lend money,
give credit or make advances to any person, firm, joint venture or corporation,
including, without limitation, officers, directors, employees, subsidiaries and
affiliates of the Borrower, except loans, credits or advances (i) in existence
or committed on the date hereof and which the Borrower has informed Holder in
writing prior to the date hereof and (ii) made in the ordinary course of
business.

<PAGE>

      SECTION 6.3 CONTINGENT LIABILITIES. So long as this Note remains
outstanding, the Borrower shall not, without the written consent of the Lender,
assume, guarantee, endorse, contingently agree to purchase or otherwise become
liable upon the obligation of any person, firm, partnership, joint venture or
corporation, except by the endorsement of negotiable instruments for deposit or
collection and except assumptions, guarantees, endorsements and contingencies
(i) in existence or committed on the date hereof and of which the Borrower has
informed Holder in writing prior to the date hereof and (ii) similar
transactions in the ordinary course of business.

                          ARTICLE 7. EVENTS OF DEFAULT

      SECTION 7.1 EVENTS OF DEFAULT. If any of the following events of default
(each, an "EVENT OF DEFAULT") shall occur:

            (i) the Borrower fails to pay the principal amount hereof or any
interest thereon when due under this Note, whether at maturity, upon
acceleration or otherwise;

            (ii) the Borrower shall:

                  (a) sell, convey or dispose of all or substantially all of its
assets (the presentation of any such transaction for stockholder approval being
conclusive evidence that such transaction involves the sale of all or
substantially all of the assets of the Borrower); or

                  (b) merge, consolidate or engage in any other business
combination with or into any other entity (other than pursuant to a migratory
merger effected solely for the purpose of changing the jurisdiction of
incorporation of the Borrower and other than pursuant to a merger in which the
Borrower is the surviving or continuing entity and its capital stock is
unchanged); or

                  (c) effectuate a transaction or a series of related
transactions in which fifty percent (50%) or more of the voting power of its
capital stock is disposed of or is owned beneficially by one person, entity or
"group" (as such term is used under Section 13(d) of the Securities Exchange Act
of 1934, as amended);

            (iii) the Borrower shall make an assignment for the benefit of
creditors, or admit in writing its inability to pay its debts as they become due
or apply for or consent to the appointment of a receiver or trustee for it or
for a substantial part of its property or business or such a receiver or trustee
shall otherwise be appointed;

<PAGE>

            (iv) bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings for relief under any bankruptcy law or any law
for the relief of debtors shall be instituted by or against the Borrower; or

            (v) a judgment or attaching creditor of Borrower shall obtain
possession of any Collateral by any means including, without limitation, levy,
replevin or self-help.

THEN, Lender may, at its election and without demand or notice of any kind,
which are hereby waived, declare the entire principal sum outstanding hereunder,
together with all accrued interest thereon, immediately due and payable, proceed
to collect the same, and exercise any and all other rights, powers and remedies
given it by this Note, the Security Agreement or otherwise at law or in equity.
No delay on the part of Lender in exercising said election shall operate as a
waiver, or preclude exercise of such option during the existence of such Event
of Default or upon the occasion of a later Event of Default.


                               ARTICLE 8. NOTICES

      SECTION 8.1 NOTICES. Notices hereunder shall be given as provided for
notices in the Security Agreement.


                     ARTICLE 9. RIGHTS OF LENDER ASSIGNABLE

      SECTION 9.1 SUCCESSORS AND ASSIGNS. The rights of Lender hereunder are
freely assignable by Lender, and upon such assignment, such successors and
assigns shall succeed to Lender's rights.


                          ARTICLE 10. JURY TRIAL WAIVER

      SECTION 10.1 JURY TRIAL WAIVER. Borrower hereby waives any right to a
trial by jury in any civil action arising out of, or based upon, this Note or
any collateral securing this Note. This waiver shall not in any way affect,
waive, limit, amend or modify Lender's ability to pursue remedies pursuant to
any confession of judgment provision contained in this Note or any other
instrument, document or agreement between Lender and Borrower.


                        ARTICLE 11. APPLICABLE LAW/FORUM

      SECTION 11.1 APPLICABLE LAW/FORUM. This Note shall be governed by and
construed in accordance with the laws of the State of California applicable to
agreements made and to be performed in the State of California (without regard
to principles of conflict of laws). Borrower consents to the exclusive
jurisdiction and venue of the United States federal courts and the state courts
located in California with respect to any suit or proceeding based on or arising
under this Note, the agreements entered into in connection herewith or the
transaction contemplated hereby or thereby and irrevocably agrees that all
claims in respect of such suit or proceeding may be determined in such courts.
Borrower irrevocably waives the defense of an inconvenient forum to the
maintenance of such suit or proceeding. Borrower further agrees that service of
process upon the Borrower mailed by first class mail shall be deemed in every
respect effective service of process upon the Borrower in any such suit or
proceeding. Nothing herein shall affect Lender's right to serve process in any
other manner permitted by law. Borrower agrees that a final non-appealable
judgment in any such suit or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on such judgment or in any other lawful manner.

<PAGE>

WITNESS OR ATTEST:                              BORROWER:

                                                CASE FINANCIAL, INC.


                                                By:

                                                Thomas G. Brown
                                                President



                                                [Corporate Seal]



ACKNOWLEDGED AND ACCEPTED BY LENDER:


I.F. PROPCO HOLDINGS 32 LTD.


By:
     Clifford/Evans
     Director

<PAGE>

WITNESS OR ATTEST:                              BORROWER:

                                                CASE FINANCIAL, INC.



                                                By:
                                                     Thomas G. Brown
                                                     President



                                                [Corporate Seal]



ACKNOWLEDGED AND ACCEPTED BY LENDER: I.F. PROPCO

HOLDINGS 32 LTD.


By: ________________________.
    Clifford Evans Director

<PAGE>

                               SECURITY AGREEMENT

                        (for 12% Secured Promissory Note)

THIS SECURITY AGREEMENT, made this 8th day of March, 2004, is among Case
Financial, Inc. ("Debtor"), a Delaware corporation, having its chief executive
office at 15060 ventura Boulevard, Suite 240, Sherman Oaks, CA 91430, and I.F.
Propco Holdings 32 Ltd. ("Secured Party"), having its chief executive office at
83 Campbell Avenue East, P.O. Box 487, Campbellville, Ontario, the address from
which information concerning Secured Party's security interests hereunder may be
obtained.

                                   BACKGROUND

      A. Concurrently herewith, under the terms and subject to the conditions
set forth in a certain 12% Secured Promissory Note dated as of the date hereof
between Debtor and Secured Party (the "Note"), Debtor is currently indebted to
Secured Party for repayment of the Note in the principal sum of Five Hundred
Thousand Dollars (USDS500,000), as executed and delivered by Debtor to Secured
Party. *

      B. To induce Secured Party to accept the Note, Debtor has guaranteed all
its existing and future debts, liabilities and obligations to Secured Party
including, without limitation, the debts, liabilities and obligations evidenced
by the Note.

      C. To secure the existing and future debts, liabilities and obligations of
Debtor to Secured Party, including the indebtedness evidenced by the Note and
any replacements or substitutions thereof, Debtor has agreed to provide the
collateral security described in this Security Agreement.

      The parties hereto, intending to be legally bound, covenant and agree as
follows:

      SECTION 1. DEFINITIONS:

            1.1 "Accounts," "Account Debtor," "Chattel Paper," "Electronic
Chattel Paper," "Equipment," "Fixtures," "Commercial Tort Claims," "Contracts,"
"Deposit Accounts," "Documents," "General Intangibles," "Goods," "Instruments,"
"Inventory," "Investment Property," "Letter-of-Credit Rights," "Payment
Intangibles," "Proceeds," "Cash Proceeds." "Noncash Proceeds," "Purchase Money
Security Interest," and "Supporting Obligations" shall have the same respective
meanings as are given to these terms in the Uniform Commercial Code as enacted
in the State of California.

            1.2 "Books and Records" means correspondence, memoranda, tapes,
disks. papers, books and other documents, or transcribed information of any
type, whether expressed in ordinary or machine language, and whether on or off
the premises of Debtor.

            1.3 "Collateral" means the property of Debtor described in Section 2
of this Agreement.

            1.4 "Event of Default" means an event specified in Section 7 of this
Agreement.

<PAGE>

            1.5 "Obligations" means the existing and future debts, liabilities
and obligations of Debtor to pay the principal and interest on the Note in
accordance with the terms thereof and hereof, and to (i) repay to Secured Party
all amounts advanced by Secured Party hereunder, under the Note or otherwise to
or for the benefit of any Obligor including, without limitation, advances for
principal or interest payments to prior secured parties, other lienors, or for
taxes, levies, insurance, rent, repairs to or maintenance or storage of any of
the Collateral, (ii) repay Secured Party for its costs of curing any Event of
Default which Secured Party, in its sole discretion, elects to cure, and (iii)
repay all of Secured Party's fees, expenses and costs (including the reasonable
fees and expenses of Secured Party's counsel) in connection with the enforcement
of this Agreement, the Note, and Secured Party's rights hereunder, thereunder
and under the documents required pursuant to this Agreement, and in connection
with any proceeding brought or threatened to enforce payment of any of the
obligations including, without limitation, any bankruptcy and other insolvency
proceeding, whether instituted by or against Debtor.

            1.6 "Obligor(s)" means Debtor and all other Persons liable for the
Obligations, whether directly or indirectly, absolutely or contingently, jointly
or severally including, without limitation, all endorsers, sureties and
guarantors of the Obligations.

            1.7 "Permitted Liens" means the liens, claims or encumbrances, if
any, described on Exhibit "A", attached hereto, incorporated herein by this
reference and hereby made a part hereof.

            1.8 "Person" means any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, joint
venture, court or government or political subdivision or agency thereof.

      SECTION 2. COLLATERAL SECURITY

      As security for the prompt payment, performance and satisfaction of all
Obligations, Debtor hereby assigns, transfers and sets over to Secured Party all
of its right, title and interest in and to, and hereby grants to Secured Party a
continuing lien on and security interest in and to, all assets of Debtor
including, without limitation, all of the following, wherever located, whether
now owned or existing or hereafter acquired or arising, together with all
replacements, accessories, parts, additions and substitutions therefore and Cash
Proceeds and Noncash Proceeds (including insurance proceeds and proceeds of
proceeds) thereof:

            2.1 Accounts; Chattel Paper; Electronic Chattel Paper; Commercial
Tort Claims; Contracts; Deposit Accounts; Documents; Equipment; Fixtures;
General Intangibles; Goods; Instruments (including promissory notes); Inventory:
Investment Property; Letter-of-Credit Rights; Payment Intangibles; and
Supporting Obligations.

            2.2 All amounts that may be owing from time to time by Secured Party
to Debtor in any capacity, including, without limitation, any balance or share
belonging to Debtor of any deposit, agency, trust, escrow or other account with
Secured Party, which lien and security interest shall be independent of any
right of set-off which Secured Party has or may have.

            2.3 All property of Debtor which at any time Secured Party shall
have in its possession, or which is in transit to it.

      SECTIONS. OBLIGATIONS SECURED

<PAGE>

      The Collateral secures all of the Obligations, and may be retained by
Debtor until all such Obligations have been paid and satisfied in full.

      SECTION 4. REPRESENTATIONS AND WARRANTIES

      Debtor hereby represent and warrant, which representations and warranties
shall be deemed continuing until all Obligations have been paid and satisfied in
full, as follows:

            4.1 Debtor is duly organized, validly existing and in good standing
under the laws of its state of formation as shown above, is duly qualified and
in good standing as a foreign entity in each of the jurisdictions in which the
nature of its business or assets (including the Collateral) makes such
qualification necessary or desirable, and has the power, capacity and authority
to make and perform this Agreement, the Note and all related instruments,
agreements and documents;

            4.2 The execution, delivery and performance of this Agreement and
all related instruments, agreements and documents have been duly authorized by
all requisite action and will not violate any provision of law, rule or
regulation or of the articles or certificate of incorporation, by-laws,
partnership agreement or other organizational documents of Debtor, or of any
agreement, indenture or instrument to which Debtor is a party or by which it or
its assets (including the Collateral) are or may be bound;

            4.3 This Agreement and all related instruments, agreements and
documents, when executed and/or delivered by Debtor will represent the legal,
valid and binding Obligations of Debtor, enforceable against Debtor in
accordance with their respective terms;

            4.4 No consent, approval or authorization of, or filing,
registration or qualification with, any Person (including any shareholder of
Debtor, holder of an indebtedness of Debtor or holder of any Permitted Lien) is
required to be obtained by Debtor in connection with the execution and delivery
of this Agreement, the Note, and all related instruments, agreements and
documents, or the undertaking or performance of any Obligations hereunder or
thereunder;

            4.5 No Event of Default or event which, with the passage of time or
the giving of notice, or both, would constitute an Event of Default, has
occurred and is continuing;

            4.6 There are no judgments or judicial or administrative orders or
proceedings pending, or to the knowledge of Debtor threatened, against or
affecting Debtor in any court or before any governmental authority or
arbitration board or tribunal; 4.7 Debtor has good title to all of the property
and assets (including the Collateral) it purports to own, free from liens,
claims and encumbrances of any third Person, except for Permitted Liens; and

            4.8 Debtor's exact legal name, and its respective chief executive
office and the address at which the Books and Records relating to the Collateral
is located, are as set forth on the first page of this Agreement.

      SECTIONS. COVENANTS

      Debtor covenants and agrees with Secured Party that, so long as any of the
Obligations remain unpaid or unsatisfied, it will comply with the following
covenants:

<PAGE>

            5.1 Debtor will immediately notify Secured Party, in writing at
Secured Party's address set forth on the first page of this Agreement, of any
prospective change of Debtor's legal name, the location of its chief executive
office or of any additions or changes to the locations of Collateral shown on
the first page of this Agreement or its state of incorporation (or other change
in organization);

            5.2 Debtor shall keep complete and accurate Books and Records.
Debtor shall permit Secured Party, its officers, employees, agents and
representatives, to have full access at reasonable times upon reasonable prior
notice to all of the Books and Records and any other records pertaining to
Debtor's business or the Collateral which Secured Party may request, and shall
cause all Persons to make all such Books and Records in their possession
available to Secured Party, its officers, employees, agents and representatives;

            5.3 Debtor shall promptly pay, when due, all taxes, assessments and
impositions upon the Collateral or for its use or operation or upon this
Agreement, and upon request shall promptly furnish to Secured Party the
receipted bills therefore. At its option, Secured Party may discharge taxes,
liens or security interest, or other encumbrances at any time levied or placed
on the Collateral, and may pay for the maintenance and preservation of the
Collateral. Debtor agrees to reimburse Secured Party, on demand, for any payment
made, or any expense incurred by Secured Party, pursuant to the forgoing
authorization;

            5.4 Debtor shall at all reasonable times and from time to time allow
Secured Party, by or through any of its officers, employees, agents or
representatives, to examine or inspect the Collateral wherever located;

            5.5 Debtor shall, at its sole cost and expense, (i) preserve the
Collateral and Debtor's rights against any Person (other than any holder of
Permitted Liens) free and clear of all liens, claims and encumbrances, except
for Permitted Liens and liens, claims and encumbrances created pursuant to this
Agreement, (ii) defend its right, title and interest in and to the Collateral
and (iii) defend the Collateral against any and all claims and demands of all
Persons (other than any holder of Permitted Liens) at any time or from time to
time claiming the same or any interest therein. Debtor will not grant to any
Person, other than any holder of Permitted Liens and Secured Party, any lien on
or security interest in and to the Collateral, nor allow any Person other than
holders of Permitted Liens and Secured Party to obtain a lien on or security
interest in and to or levy upon the Collateral; 5.6 Debtor shall, at its sole
cost and expense, maintain the Collateral in good condition and repair at all
times and shall not waste, abuse or destroy, or use in violation of any
applicable laws, any of the Collateral; and

            5.7 Debtor has the risk of loss of the Collateral. Debtor shall keep
itself and the Collateral insured against all hazards in such amounts and by
such insurers as are satisfactory to Secured Party, with insurance policies
providing for at least ten (10) days' prior written notice to Secured Party of
any cancellation or reduction in coverage. Debtor shall cause Secured Party's
liens on and security interests in and to the Collateral to be endorsed on all
policies of insurance thereon in such manner that all payments for losses shall
be paid directly to Secured Party as loss payee (as its interests may appear),
and will furnish Secured Party with evidence of such insurance and endorsement
as Secured Party may require. Debtor shall keep such insurance in full force and
effect at all times. In the event Debtor fails to pay any such insurance
premiums when due, Secured Party may, without obligation to do so, pay such
premiums and add the cost thereof to the amounts due Secured Party under the
Obligations. Debtor agrees to reimburse such premiums to Secured Party, with
interest, at the highest rate of interest being charged to Debtor by Secured
Party on any of the Obligations at the time of payment of such premiums by
Secured Party. Debtor hereby assigns to Secured Party any return or unearned
premiums which may be due upon cancellation of any such policies for any reason
whatsoever and directs its insurers to pay Secured Party any amount so due.

<PAGE>

            5.8 Debtor will cooperate with Secured Party in obtaining control
with respect to Collateral consisting of Deposit Accounts, Investment Property,
Letter-of-Credit Rights and Electronic Chattel Paper.

            5.9 Debtor will not create any Chattel Paper without placing a
legend on the Chattel Paper acceptable to Secured Party indicatingjhat Secured
Party has a security interest in the Chattel Paper.

            5.10 Secured Party does not authorize, and Debtor agrees not to: (i)
make any sales or leases of any of the Collateral, other than in the ordinary
course of business; (ii) license any of the Collateral; or (iii) grant any other
security interest in any of the Collateral, except in favor of the holder of
Permitted Liens.

            5.11 Debtor will preserve its corporate existence and not, in one
transaction or a series of related transactions, merge into or consolidate with
any other entity, or sell all or substantially all of its assets.

      SECTION 6. DEBTOR AUTHORIZATION

      Debtor hereby authorizes any employee, officer, agent or representative of
Secured Party to sign and endorse the name of Debtor upon any financing
statements and continuations thereof (or to file the same without Debtor's
signature as permitted by applicable law describing the Collateral as "all
assets of Debtor") required by Secured Party to perfect and continue perfected
liens on and security interests in and to the Collateral.

      SECTION 7. EVENTS OF DEFAULT

      Each of the following shall be an "Event of Default" hereunder:

            7.1 Debtor shall fail to pay, when due, any installment of
principal, interest, fee or other charge payable to Secured Party under the
Note, or any other document evidencing and/or securing the Loan, or any other
sum due Secured Party;

            7.2 The failure of any Obligor to observe or perform any of the
covenants or agreements set forth in this Agreement, the Note,, or any related
instrument, agreement or document;

            7.3 Debtor shall fail to pay when due, or within applicable grace
periods, any indebtedness due any third Person, or suffer to exist any other
default or event of default of a material nature under any agreement binding
Debtor;

            7.4 A judgment creditor of Debtor shall obtain possession of any of
the Collateral by any means, including, but without limitation, levy, distraint,
replevin or self-help;

            7.5 Debtor shall make a general assignment for the benefit or its or
any of its creditors;

<PAGE>

            7.6 Proceedings in bankruptcy, or for reorganization of Debtor, or
for the readjustment of any of its debts, under the United States Bankruptcy
Code, as amended, or any part thereof, or under any other laws, whether federal
or state, for the relief of debtors, now or hereafter existing, shall be
commenced by Debtor, or shall be commenced against Debtor;

            7.7 A receiver or trustee shall be appointed for Debtor or for any
substantial part of the assets of Debtor, or any proceedings shall be instituted
for the dissolution or the full or partial liquidation of Debtor; and

            7.8 The occurrence of an Event of Default under the Note.

      SECTION 8. SECURED PARTY'S RIGHTS UPON DEFAULT

      Upon or after the occurrence and during the continuance of any Event of
Default, subject to the rights of any holder of Permitted Liens, Secured Party
may, in addition to the exercise of any right or remedy existing or at any time
available to Secured Party at law or in equity, exercise at any time or from
time to time (as often as Secured Party shall deem necessary or desirable) any
one or more of the following rights and remedies, all of which rights and
remedies shall be cumulative and concurrent:

            8.1 Exercise any or all rights, remedies, benefits and privileges
available to Secured Party under this Agreement, the Note, and those available
to a secured party under the Uniform Commercial Code as enacted in the State of
California, as well as those under any other applicable agreement with respect
to any of the Collateral, and to apply such monies and the net proceeds of the
Collateral to any of the Obligations in such order as Secured Party, in its sole
discretion, may elect and Secured Party has no obligation to clean-up or
otherwise prepare the Collateral for sale, or to attempt to satisfy the
Obligations by collecting them from any other Person liable for them, and
Secured Party may release, modify or waive any collateral provided by any other
Person to secure any of the Obligations, all without affecting Secured Party's
rights against Debtor. Debtor waives any right it may have to require Secured
Party to pursue any third Person for any of the Obligations;

            8.2 Cure any default in any reasonable manner and add the cost of
any such cure to the Obligations and accrue interest thereon at the highest rate
of interest then being charged to Debtor by Secured Party on any of the
Obligations.

      SECTION 9. MISCELLANEOUS

            9.1 This Agreement shall inure to the benefit of, and is and shall
continue to be binding upon, the parties hereto and their respective heirs,
personal representatives, successors and assigns, including, without limitation,
all Persons who become bound as a debtor to this Security Agreement, receivers,
trustees and debtors-in-possession, but nothing contained herein shall be
construed to permit Debtor to assign this Agreement or any of Debtor's rights or
obligations hereunder without Secured Party's prior written consent, which
consent may be unreasonably withheld.

            9.2 This Agreement shall be governed by and construed in accordance
with the laws of the State of California applicable to agreements made and to be
performed in the State of California (without regard to principles of conflict
of laws). The parties irrevocably consent to the exclusive jurisdiction of the
United States federal courts and the state courts located in California with
respect to any suit or proceeding based on or arising under this Agreement, the
agreements entered into in connection herewith or the transactions contemplated
hereby or thereby and irrevocably agree that all claims in respect of such suit
or proceeding may be determined in such courts. The parties irrevocably waive
the defense of an inconvenient forum to the maintenance of such suit or
proceeding. The parties further agree that service of process upon a party
mailed by first class mail shall be deemed in every respect effective service of
process upon the party in any such suit or proceeding. Nothing herein shall
affect either party's right to serve process in any other manner permitted by
law. The parties agree that a final non-appealable judgment in any such suit or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on such judgment or in any other lawful manner.

<PAGE>

            9.3 If any provision of this Agreement shall for any reason be held
to be invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision hereof, and this Agreement shall be construed as if
such invalid or unenforceable provision had never been contained herein.

            9.4 The rights, powers and remedies of Secured Party hereunder are
cumulative, concurrent and not alternative, and shall not be exhausted by the
single assertion or exercise thereof, and the failure of Secured Party to
exercise any such right, power or remedy will not be deemed a waiver thereof nor
preclude any further or additional assertion or exercise of such right, power or
remedy. The waiver of any default, violation or Event of Default hereunder shall
not be a waiver of any subsequent default, violation or Event of Default
hereunder.

            9.5 No modifications of this Agreement shall be binding or
enforceable unless in writing and signed by duly authorized representatives of
Debtor and Secured Party.

            9.6 This Agreement is intended to take effect as an instrument under
seal.

      IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be
duly executed and sealed as of the day and year first above written.

                                       DEBTOR:

                                       CASE FINANCIAL, INC.



                                       By:
                                          THOMAS G. BROWN
                                          PRESIDENT


                                       SECURED PARTY:

                                       IF. PROPCO HOLDINGS 32 LTD.


                                       By:/s/ CLIFFORD R. EVANS
                                          --------------------------------------
                                          CLIFFORD R. EVANS
                                          DIRECTOR

<PAGE>

      IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be
duly executed and sealed as of the day and year first above written.

                                       DEBTOR:

                                       CASE FINANCIAL, INC.



                                       THOMAS G. BROWN PRESIDENT



                                       SECURED PARTY:



                                       I.F. PROPCO HOLDINGS 32
                                       LTD.



                                       By:
                                          --------------------------------------
                                          CLIFFORD R. EVANS DIRECTOR

<PAGE>

                                   EXHIBIT "A"

                                 Permitted Liens

None.