AGREEMENT

                                                                   EXHIBIT 10.14

                                    AGREEMENT

This  ("Agreement")  is entered  into by and between  Case  Financial,  Inc.,  a
Delaware  Corporation  on the one hand, and Xxx Xxxxxxxx,  an  individual.  Case
Financial,  Inc. and Xxx Xxxxxxxx may be referred to hereafter  collectively  as
the "Parties," whom agree to the following:

                                    RECITALS

      A.    WHEREAS,  Xxx Xxxxxxxx has a 65.63 % ownership interest in the cases
            and  accounts  of  Case  Financial   Funding,   Inc.,  a  California
            Corporation.  The written  documents  creating and establishing such
            65.63 % interest are attached hereto as Exhibit "A."

      B.    WHEREAS  Xxx  Xxxxxxxx  desires to sell his 65.63  interest  to Case
            Financial,  Inc., a Delaware  Corporation and Case Financial Inc., a
            Delaware Corporation desires to purchase said interest.


            NOW,  THEREFORE,  in consideration of the mutual  agreements made in
this  Agreement  and  other  valuable  consideration,   the  receipt  and  legal
sufficiency of which are hereby acknowledged, the Parties agree as follows:

      1.0 RECITALS  INCORPORATED.  The aforementioned  Recitals are incorporated
herein and made a part hereof.

      2.0  CONSIDERATION.  In consideration of Xxx Xxxxxxxx' sale of his 65.63 %
interest set forth above to Case Financial, Inc., a Delaware Corporation,  which
interest he hereby  sells,  conveys and  transfers  to Case  Financial,  Inc., a
Delaware Corporation; Case Financial, Inc., a Delaware Corporation hereby issues
Xxx Xxxxxxxx a Debenture  in the  principal  amount of $ 287,000.  A copy of the
Debenture is attached hereto as Exhibit "B."

      3.0 WARRANTIES.  Xxx Xxxxxxxx hereby warrants that he has full an complete
legal right,  title and interest in the 65.63 % interests being sold and that he
has taken all  necessary  steps,  and has  obtained all  necessary  approvals to
execute this Agreement and to fully and completely  convey such interest to Case
Financial,  Inc.,  a Delaware  corporation.  Case  Financial,  Inc.,  a Delaware
Corporation,  hereby  warrants that it has full legal  authority to execute this
Agreement and to issue the Debenture referred to herein.

      4.0  EFFECTUATION  OF THIS  AGREEMENT.  The Parties  agree and covenant to
cooperate fully and to execute any and all  supplementary  documents and to take
all additional actions,  that may be necessary or appropriate to give full force
to the basic terms and intent of this  Agreement and which are not  inconsistent
with its terms.





      5.0  SEVERABILITY.  If any provision of this Agreement or the  application
thereof is held invalid,  the  invalidity  shall not affect other  provisions or
applications  of the  Agreement  which can be given  effect  without the invalid
provisions or application,  and to this end, those  provisions of this Agreement
are declared to be severable.

      6.0 GOVERNING  LAW. This  Agreement  shall be deemed to have been executed
and delivered within the State of California,  and the rights and obligations of
the Parties  hereunder  shall be construed and enforced in accordance  with, and
governed by, the laws of the State of California without regard to principles of
conflict of laws.

      7.0  CONSTRUCTION  OF THIS  AGREEMENT.  Each Party has  cooperated  in the
drafting and  preparation of this Agreement.  Hence,  in any  construction to be
made of this Agreement, the same shall not be construed against any Party on the
basis that the Party was the drafter.  Rather,  the  language of this  Agreement
shall in all cases be  construed  as a whole,  according to its fair meaning and
not strictly for or against any of the Parties.

      8.0  SIGNATURES  IN   COUNTERPARTS.   This  Agreement  may  be  signed  in
counterparts,  and each counterpart,  when executed,  shall be of the same force
and effect as if signed as one document.  Photographic  and facsimile  copies of
such signed counterparts may be used in lieu of the originals for any purpose.

      9.0  ATTORNEYS'  FEES. In the event of  litigation  in connection  with or
concerning the subject matter of this Agreement,  the prevailing  Party shall be
entitled to recover all costs and expenses  incurred by such Party in connection
herewith, including reasonable attorneys' fees.


Case Financial, Inc.,                      Xxx Xxxxxxxx,
a Delaware Corporation                     an individual

Dated: February 28, 2005                   Dated: February 28, 2005


By: ________________________________       By: ____________________________
    Xxxxxxx X. Xxxxxxxx, CEO                   Xxx Xxxxxxxx,


By: ________________________________
    Xxxxxxxx X. Xxxxxxxx, President