EXHIBIT 10.15

NEITHER  THIS  DEBENTURE  NOR  THE  SECURITIES  INTO  WHICH  THIS  DEBENTURE  IS
CONVERTIBLE  HAVE BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") OR ANY STATE  SECURITIES  LAWS AND NEITHER  THIS  DEBENTURE  NOR ANY
INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE MAY
BE OFFERED, SOLD, TRANSFERRED,  PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  SUCH ACT AND  SUCH  LAWS OR AN
EXEMPTION FROM  REGISTRATION  UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY, IS AVAILABLE.

THERE IS A RISK THAT THE  COMPANY  WILL NOT BE ABLE TO REDDEM  YOUR  CONVERTIBLE
DEBENTURE AS COMMITTED AS THE COMPANY  CURRENTLY DOES NOT HAVE SUFFICIENT  FUNDS
TO REDEEM YOUR  CONVERTIBLE  DEBENTURE  AND IT IS UNLIKELY THAT IS WILL GENERATE
SUFFICIENT CASH FROM OPERATIONS TO REDEEM YOUR CONVERTIBLE DEBENTURE. AS SUCH,IF
REQUIRED TO REDEEM YOUR CONVERTIBLE  DEBENTURE,  THE COMPANY WILL BE REQUIRED TO
RAISE ADDITIONAL CAPITAL TO FUND THE REDEMPTION OF YOUR CONVERTIBLE DEBENTURE.

                            5% CONVERTIBLE DEBENTURE

$ 287,000                                                      February 28, 2005

      FOR VALUE  RECEIVED,  CASE  FINANCIAL,  INC. a Delaware  corporation  (the
"Company"),  hereby  promises to pay to SAM SCHWARTZ  (the  "Holder")  having an
address at 16032  Valley  Meadow PL,  Encino CA 91436,  two years after the date
hereof,  or earlier upon  prepayment of this Debenture as provided  herein,  the
principal  sum of Two hundred  Eighty Seven  Dollars  ($287,000),  together with
simple Interest computed on the basis of a 360-day year of twelve 30-day months)
on the unpaid  balance at the rate of five percent (5%) per annum  beginning six
(6)Months  from the date of the last closing of this  Offering in arrears  until
the principal hereof shall have been paid.

      The Company shall pay interest  semi-annually in arrears  beginning six(6)
months from the date of the last  closing of this  Offering  and the last day of
every  subsequent sixth (6) month of each year that any portion of the principal
balance is unpaid.

      All  payments of  principal  and  interest  shall be made to the Holder in
lawful  Currency of the United  States of America to the address set forth above
or such other address as to which the Holder shall notify the Company in writing
ten (10) days  prior to the due date of any  payment or upon any  prepayment  of
this Debenture as provided herein.

      Subject to and in compliance with the provisions  hereof,  the Holder may,
at its option,  convert all or any portion of the outstanding  principal balance
of this  Debenture,  into shares of common stock of the Company,  par value $.01
(the "Common Stock") at a conversion price (the "Conversion  Price")15 cents per
share.  The Company has the right at anytime,  after one year from  closing,  to
require  conversion of the debenture into shares of common stock at 15 cents per
share,  provided  that:  the stock at anytime trades at 30 cents or higher for a
consecutive period of 30 trading days.

<PAGE>

      The  Company  may,  at  its  option,  redeem  all or  any  portion  of the
Debentures with 30 business days advanced notice.

      If the Holder elects to convert less than the entire  principal  amount of
this  Debenture  the Company  shall issue or cause to be issued and delivered to
the Holder, at its expense, a new Debenture evidencing the outstanding amount of
principal  due  hereunder  after  giving  effect to the  amount  applied  to the
conversion,  which  such  Debenture  shall,  except as to the  principal  amount
thereof, be identical to this Debenture in all respects.

      If the Company,  at any time while this Debenture is outstanding  shall(a)
pay a stock dividend or otherwise make a distribution or distributions on shares
of its Common Stock or any other equity or equity equivalent  securities payable
in shares of Common Stock, (b) subdivide outstanding shares of Common Stock into
a larger number of shares, (c) combine (including by way of reverse stock split)
outstanding shares of Common Stock into a smaller number of shares, or (d) issue
by reclassification of shares of the Common Stock any shares of capital stock of
the Company,  then the  Conversion  Price shall be adjusted to offset any of the
aforementioned.  Any  adjustment  made  pursuant to this  Section  shall  become
effective   immediately   after  the  record  date  for  the   determination  of
stockholders  entitled to receive such dividend or distribution and shall become
effective  immediately  after the effective  date in the case of a  subdivision,
combination or re-classification.

      If the Company  shall(i)fail  to make a payment of  principal  or interest
when due;  or (ii) make an  assignment  for the  benefit of  creditors,  files a
petition in bankruptcy,  be adjudicated insolvent or bankrupt,  suffers an order
for relief under any federal  bankruptcy law,  petition or apply to any tribunal
for the  appointment of a custodian,  receiver or any trustee for the Company or
any substantial  part of its assets,  or (iii) commence any proceeding under any
bankruptcy,  reorganization,  arrangement,  readjustment of debt, dissolution or
liquidation  law or statue of any  jurisdiction,  whether  now or  hereafter  in
effect;  or (iv) have been filed any such petition or  application,  or any such
proceeding  shall  have  been  commenced  against  the  Company,  which  remains
undismissed,  unstayed or unbonded for a period of thirty (30) days or more;  or
(v) by any act or omission shall indicate consent to, approve or acquiescence in
any such petition,  application or proceeding or the appointment of a custodian,
receiver or any trustee for all or any substantial  part of its  properties,  or
(vi)  allow  such  custodianship,   receivership,  or  trusteeship  to  continue
undischarged,  unstayed or unbonded for a period of thirty (30) days or more, or
(vii)  violate  any term or  provision  of this  Debenture  then and in any such
event,  the outstanding  principal  amount of this Debenture,  together with all
accrued and unpaid  interest  thereon,  shall be and become  immediately due and
payable.


                                       2
<PAGE>

      All notices and other communications  provided for herein shall be sent by
certified  mail,  return  receipt  requested,  or by  personal  delivery or by a
nationally  recognized  overnight courier to the Holder or the Company, at their
respective  addresses as set forth herein,  or to such other address as to which
either  party  may  advise  the other by notice  given in  accordance  with this
provision. All such notices shall be deemed given upon the earlier of receipt or
within five (5) business days of mailing if receipt is refused.

      All payments under this Debenture shall be made without  deduction for any
taxes of any nature now or hereafter imposed.

      The  provisions  of this  Debenture  shall in all  respects  be  construed
according to, and the rights and  liabilities of the parties hereto and shall in
all respects be governed by, the laws of the State of California. This Debenture
shall be deemed a contract  made under the laws of the State of California to be
fully performed  therein,  and the validity of this Debenture and all rights and
liabilities  hereunder shall be determined  under the laws of said state without
reference  to the  conflicts  of laws  provisions  thereof.  For purposes of any
proceeding involving this Debenture, the Company and the Holder hereby submit to
the  exclusive  jurisdiction  of the  courts of the State of  California  having
jurisdiction, and agree not to raise and waive any objection to or defense based
upon the venue of any such court or based upon forum non conveniens.

      In the event  this  Debenture  is placed in the hands of an  attorney  for
collection or for enforcement or protection of the security, or if Holder incurs
any costs incident to the collection of the indebtedness evidenced hereby or the
enforcement  or protection of the security,  the Company agrees to pay to Holder
all reasonable  attorneys'  fees so incurred,  all court and other costs and the
reasonable costs of any other collection  efforts,  including all costs incurred
in collecting  any judgment and in any appellate or bankruptcy  proceeding.  The
Company agrees to pay any  documentary  stamp taxes,  intangible  taxes or other
taxes which may now or hereafter  apply to this Debenture or any payment made in
respect of this Debenture.

      No delay or  omission  on the part of the  Holder in the  exercise  of any
right  hereunder  shall  operate as a waiver of such right or of any other right
under this Debenture. A waiver by the Holder of any right or remedy conferred to
it hereunder  on any one occasion  shall not be construed as a bar to, or waiver
of, any such right and/or remedy as to any future occasion.  The Company and all
persons now or hereafter  becoming obligated or liable for the payment hereof do
jointly and severally waive demand,  notice of non-payment,  protest,  notice of
dishonor and presentment.  No failure to accelerate the  indebtedness  evidenced
hereby by reason of default hereunder,  acceptance of a past-due  installment or
other indulgences granted from time to time, shall be construed as a novation of
this Debenture or as a waiver of such right of  acceleration  or of the right of
the Holder  thereafter to insist upon strict  compliance  with the terms of this
Debenture or to prevent the exercise of such right of  acceleration or any other
right granted hereunder or by applicable law.

      This Debenture may be amended only by a written instrument executed by the
Company and the Holder.


                                       3
<PAGE>

      THE COMPANY HEREBY  KNOWINGLY,  VOLUNTARILY AND  INTENTIONALLY  WAIVES THE
RIGHT WHICH IT MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION BASED HEREON,  OR ARISING OUT OF, UNDER OR IN ANY WAY  CONNECTED  WITH
THE  DEALINGS  BETWEEN  THE  HOLDER  AND THE  COMPANY,  THIS  DEBENTURE,  OR ANY
DOCUMENTS EXECUTED IN CONNECTION HEREWITH,  OR ANY COURSE OF CONDUCT,  COURSE OF
DEALING,  STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO OR
THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER  ARISING,  AND WHETHER IN
CONTRACT, TORT, EQUITY OR OTHERWISE. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
THE HOLDERS EXTENDING THE LOAN EVIDENCED BY THIS DEBENTURE.


                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                             SIGNATURE PAGE FOLLOWS


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<PAGE>



      IN WITNESS  WHEREOF,  Case Financial,  Inc. has caused this 5% Convertible
Debenture  to be executed in its  corporate  name by its C.E.O,  thereunto  duly
authorized.


Dated: February 28, 2005


                                        THE COMPANY:

                                        -----------------------
                                        By: Michael Schaffer C.E.O
                                        Case Financial,Inc.


                                        HOLDER:

                                        ----------------------
                                        By: Sam Schwartz


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<PAGE>

                                   EXHIBIT "A"

                              NOTICE OF CONVERSION


(To be Executed by the Holder in order to Convert this Debenture)

The undersigned  hereby elects to convert the attached 5% Convertible  Debenture
into  shares of common  stock,  par value  $.01 (the  "Common  Stock"),  of Case
Financial,  Inc. (the "Company")  according to the conditions  hereof, as of the
date  written  below.  If shares are to be issued in the name of a person  other
than the  undersigned,  the undersigned will pay all transfer taxes payable with
respect  thereto and is delivering  herewith such  certificates  and opinions as
reasonably  requested  by the Company in  accordance  therewith.  No fee will be
charged to the holder for any  conversion,  except for such transfer  taxes,  if
any.

Conversion calculations:  ---------------------------------------
                          Date to Effect Conversion


                          ---------------------------------------
                          Principal Amount of Debenture to be Converted

                          Payment of Interest in Kind   |_| Yes
                                                        |_| No

If yes, $ _______of Interest Accrued on Account of Conversion at Issue


                          ---------------------------------------
                          Number of shares of Common Stock to be Issued


                          ---------------------------------------
                          Applicable Conversion Price


                          ---------------------------------------
                          Signature


                          ---------------------------------------
                          Name


                          ---------------------------------------
                          Address


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