<PAGE>
                            C O N F I D E N T I A L
                            -----------------------

                              SETTLEMENT AGREEMENT

         This Settlement Agreement ("Agreement") dated and effective as of this
15th day of May, 1998 by and among Kevin E. Koy ("Kevin"), Maureen H. Koy
("Maureen" and Kevin's mother); Chicago Mortgage and Financial Services, Inc.
a/k/a Chicago Mortgage Company, Inc. a/k/a Chicago Mortgage Company or such
other similar name ("CMFSI"); Chicago Mortgage and Financial Services, Inc.
Profit Sharing Plan & Trust ("CMFSI Profit Sharing Plan"); Cambridge Financial
Services, Inc. a/k/a Cambridge Financial or such other similar name ("Cambridge
Financial"); CorCapital Financial Partners L.L.C. a/k/a CorCapital Financial
Corp. or such other similar name ("CorCapital"); or any other entity, pseudonym,
nominee or other name used by Kevin, his attorneys, agents, heirs,
representatives and assigns (collectively, the "Koy Group") and SHC Corp.,
(f/k/a VictorMaxx Technologies, Inc.) an Illinois corporation ("VMTI"); Sonoma
Holding Corp., an Illinois corporation ("Sonoma"); and any Sonoma-related,
affiliated or subsidiary companies; Terrence L. Donati ("Terry"); Frank A.
Contaldo "(Frank"); and their respective officers, directors, shareholders,
employees, agents, attorneys, representatives, predecessors, successors and
assigns (collectively, the "VMTI Group").

         WHEREAS, as used herein, "the Koy Group" refers to each member thereof
individually, as well as the group as a whole. As used herein, "the VMTI Group"
refers to each member thereof individually, as well as the group as a whole;


<PAGE>

                            C O N F I D E N T I A L
                            -----------------------

         WHEREAS, the Koy Group may have in its possession certain shares of
VMTI stock, as more fully set forth in Schedule A to this Agreement;
         WHEREAS, disputes have arisen between the VMTI Group and the Koy Group;
         WHEREAS, litigation was commenced in the Circuit Court of Cook County,
by Kevin against certain of the VMTI Group to collect an alleged $25,000
promissory note, Case No. 98 MI 114181;
         WHEREAS, some members of the VMTI Group filed a lawsuit in the United
States District Court for the Northern District of Illinois, seeking injunctive
and other relief against Kevin, Case No. 98 C 1697; and
         WHEREAS, Kevin and the VMTI Group are parties to a certain settlement
agreement dated July 18, 1995;
         WHEREAS, the parties wish to avoid the expense and uncertainty of
litigating the disputed issues of law and fact and wish to compromise and settle
all such allegations and disputed issues and any other potential claims,
allegations and disputes between them; and
         WHEREAS, the parties hereto desire to resolve all of their differences
and disputes in one comprehensive settlement agreement;
         NOW THEREFORE, in recording of the foregoing, and in consideration of
the promises and mutual covenants and understandings contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties, agree as follows:


                                       2
<PAGE>

                            C O N F I D E N T I A L
                            -----------------------

         1.       STOCK DELIVERY AND PAYMENTS.

         (A)      Upon the execution of this Settlement Agreement, the Koy Group
shall deliver to Stuart Perlman, counsel of the VMTI Group, 3,632,567 shares of
VMTI common stock, and 50,000 shares of VMTI preferred stock as more fully
described in Paragraph 2 below, to be held in escrow at the law offices of
Stuart Perlman or such successor escrowee which shall be selected at the sole
discretion of the VMTI Group, pursuant to the terms of the Voting Trust
Agreement and Escrow Agreement attached hereto as Exhibit 2, to and until such
shares may be released in accordance with the terms of this Agreement. The VMTI
Group itself, or on behalf of others, shall make the following payments in good
Chicago funds, to the Koy Group payable to "CMFSI Profit Sharing Plan and Peter
Carey, its Attorney". The Koy Group expressly authorizes payment in this matter
for all sums due hereunder to be paid by the VMTI Group to the Koy Group, within
the time period specified below (unless said frame falls in a Saturday, Sunday
or legal holiday then the immediately following day thereof), to be delivered to
Peter Carey:
                  (i)      $50,000 within 7 days from the date of execution of
this Settlement Agreement;
                  (ii)     $250,000 on or before June 11, 1998, at which time
Stuart Perlman is authorized to release to the VMTI Group or its assigns, from
the escrow established herein, 5,000,000 shares of Common Stock of VMTI.


                                       3
<PAGE>

                            C O N F I D E N T I A L
                            -----------------------

                  (iii)    $400,000 within nine months from the date of
execution of this Settlement Agreement, at which time Stuart Perlman is
authorized to release to the VMTI Group or its assigns, from escrow established
herein, an additional 5,000,000 shares of Common Stock of VMTI.
                  (iv)     In the event that any of the payments contemplated in
Paragraphs 1.(A)(ii) through 1.(A)(iii) above is not timely made, there shall be
a 30-day cure period during which time the VMTI Group (or its assigns) may make
the required payment, with no penalty or prejudice to its rights, and the
payment shall be deemed as having been timely made. In the event that any cure
period expires and the required payment has not been made, the parties agree
that the VMTI Group (or its assigns) may retain the stock to which the defaulted
payment applies, and further agree that this Agreement confers upon the Koy
Group the right to pursue the VMTI Group, in a court of law or other appropriate
forum, to recover the sums owed under this Agreement; provided, however, any
such debt created by this Agreement cannot be used by the Koy group as a basis
on which to initiate, induce or otherwise encourage the filing of any bankruptcy
proceedings against the VMTI Group.

         2.       STOCK.

         (A)      As set forth above, simultaneously with the execution of this
Settlement Agreement the Koy Group shall deliver to Stuart Perlman, attorney, as
Escrowee, the following shares and certificates.


                                       4
<PAGE>

                            C O N F I D E N T I A L
                            -----------------------

                  a.       Certificate #VM2466 to CMFSI Profit Sharing Plan for
                  3,632,568 shares of Common Stock of VMTI.
                  b.       Certificate #P3 to CMFSI Profit Sharing Plan for
                  30,000 shares of VMTI Preferred Stock convertible into
                  9,000,000 shares of Common Stock of VMTI.
                  c.       On a stock power form provided by Stuart Perlman,
                  duly executed by CMFSI Profit Sharing Plan to assign, in
                  blank, the 3,632,568 shares by a duly authorized
                  representative with full power and authority to execute said
                  power.
                  d.       On a stock power form provided by Stuart Perlman,
                  duly executed by CMFSI Profit Sharing Plan to assign, in
                  blank, the said 30,000 shares of Preferred Stock by a duly
                  authorized representative with full power and authority to
                  execute said power.
                  e.       Written Notice and Request to convert 30,000 shares
                  of Preferred Stock into 9,000,000 shares of Common Stock of
                  VMTI, which form shall be provided by Stuart Perlman.

         Upon receipt thereof, Stuart Perlman shall promptly forward all of the
above shares to VMTI's Transfer Agent for the purpose of putting the following
certificates into CMFSI Profit Sharing Plan's name, subject to receipt of three
duly executed stock powers to assign in blank. These stock certificates will
provide full power and verification that the named shareholder has authority to
execute said powers:


                                       5
<PAGE>

                            C O N F I D E N T I A L
                            -----------------------

                  (i)      1,882,567 shares of Common Stock (restricted)
                  (ii)     5,000,000 shares of Common Stock (restricted)
                  (iii)    5,000,000 shares of Common Stock (restricted)
                  (iv)     126,648 shares of Common Stock or a Lost Certificate
Affidavit and Indemnity Agreement (restricted but subject to permitting the
removal of the legend after three months from the time the Koy Group was not an
affiliate of VMTI); and
         (B)      The 82,447 shares of VMTI Common Stock in Kevin's name shall
remain in the custody of George Hormel and the shares shall be subject to the
Voting Trust created herein; provide, however, if George Hormel ever releases or
otherwise wishes to transfer those shares to Kevin or the Koy Group, they must
be delivered to Stuart Perlman to be held in Escrow subject to this Agreement.
         (C)      The Koy Group warrants and represents that all of the shares
identified in Paragraph 2.(A) above are free and clear of any liens or
encumbrances, have free and marketable title, that no promise or contract or
other commitment has been made to sell or dispose of any of those shares, and
those shares have not been pledges, hypothecated, or otherwise assigned or
transferred for any reason at any time heretofore.
         (D)      Except for the shares identified in Paragraphs 2.(A) and 2.(B)
above, the Koy Group agrees to waive and otherwise relinquish all right, title
or interest in and to any shares of stock, warrants, options or any other
securities of any kind or description or interest, compensation, fees or any
other interest whatsoever in or from any of the VMTI Group.


                                       6
<PAGE>

                            C O N F I D E N T I A L
                            -----------------------

         (E)      The Koy group, directly or indirectly, has no power or rights
as a shareholder of any member of the VMTI Group, except those rights which may
exist arising from the Voting Trust described below.
         (F)      The parties, either directly or indirectly, shall not take any
action which interferes, either directly or indirectly, with any party hereto,
or any related entity, nor make any disparaging statements regarding any party
or related entity at anytime hereafter. Kevin further agrees that he will not
make any public or private representations which suggest or imply that Kevin was
or in any way responsible for any present or future success of VMTI, or any of
its successor entities.
         (G)      All Shares of stock to which the Koy Group may be entitled
pursuant to the terms of this Agreement shall be held by Stuart Perlman in a
Voting Trust, and any successor trustee of said Voting Trust shall be selected
solely by the VMTI Group, a copy of which Voting Trust is attached as Exhibit 2
and made a part hereof.
         (H)      All of the Shares for stock identified above shall be subject
to anti-dilution no matter how caused, including but not limited to, a reverse
split of any Shares, so long as such action shall apply to all shareholders of
the VMTI Group entity involved.

         3.       SHARES ISSUED TO OTHERS ON BEHALF OF THE KOY GROUP.

         (A)      Schedule 3 is attached hereto and made a part hereof provided
for a total of 750,000 Shares of VMTI Common Stock issued to various persons on
behalf of and at the request of the Koy Group, and shall be a part of this
Agreement.


                                       7
<PAGE>

                            C O N F I D E N T I A L
                            -----------------------

         (B)      Except for the stock shares designated for Maureen Koy on
Schedule B, which shares shall be deposited in the Voting Trust established
herein and subject to the terms of that Trust, The Koy Group, directly or
indirectly, shall not receive any of the certificates identified on Schedule B.
Those certificates shall be delivered only to the person named on each
certificate, subject to each named person returning an affidavit of
representations and warranties to the VMTI Group's counsel and such other
documents as may be reasonably requested by the VMTI Group. Upon execution
hereof, Stuart Perlman shall mail the requested affidavit and other necessary
documentation to the persons specified on Schedule B, attached hereto. Stuart
Perlman shall include in such mailing a letter from Kevin, subject to Stuart
Perlman's approval of both the form and substance of such letter. Upon return of
the properly executed documents to Mr. Perlman, the shares provided for those
individuals on Schedule B shall be promptly mailed to those individuals by Mr.
Perlman; provided, however, that the shares designated for Maureen Koy shall be
deposited into the Voting Trust described in Paragraph (2(G) herein.
         (C)      Except for the stock shares designated for Maureen Koy on
Schedule B, which shires shall be deposited in the Voting Trust established
herein and subject to the terms of that Trust, The Koy Group, directly or
indirectly, agrees to waive all interest and rights with respect to any of the
shares listed on Schedule B attached hereto and to take whatever action
requested by the VMTI Group to effectuate such waiver.


                                       8
<PAGE>

                            C O N F I D E N T I A L
                            -----------------------

         (D)      With respect to all shares referenced to or disposed of
herein, the parties acknowledge the VMTI Group's previous challenge regarding
the Koy Group's ownership of VMTI stock, and the Koy Group agrees that in the
event of a breach of this Agreement, the parties agree that this Settlement
Agreement shall not be used as evidence of stock ownership by the Koy Group, and
that no concession by the VMTI Group regarding the Koy Group's stock ownership
shall be inferred from this Agreement.

         4.       STANDSTILL BY THE KOY GROUP REGARDING ANY OTHER SHARES OF THE
VMTI GROUP.

         (A)      The Koy Group agrees that for the period of five (5) years
from the date of this Settlement Agreement, it will not:
                  (i)      acquire, by purchase or otherwise, or offer or agree
to acquire or obtain the right to acquire or propose to acquire or announce any
intention or plan to acquire or announce any request for permission to acquire,
directly or indirectly, any additional shares of the stock of VMTI or any of its
successor entities ("VMTI Stock") and/or any rights, warrants or obligations
convertible into VMTI Stock;


                                       9
<PAGE>

                            C O N F I D E N T I A L
                            -----------------------

                  (ii)     directly or indirectly engage in, or become a member
of a group which is engaging in, any tender offer or exchange offer for any
shares of VMTI Stock; provided that it shall be free to tender any shares of
VMTI which it may own in response to such offer;
                  (iii)    take any other action, including participating in or
becoming a member of any group, to directly or indirectly acquire control of
VMTI, or of any significant subsidiary of VMTI, or of any significant amount of
assets of VMTI or of any significant subsidiary of VMTI, including without
limitation becoming a "participant" in, or lending its support to, any "election
contest" relating to the election of directors of VMTI (as such terms are used
in Rule 14a-11 of Regulation 14A under the Securities Exchange Act of 1934); or
                  (iv)     acquire from any person any claim, whether monetary
or otherwise that such person may have against VMTI or any of its affiliates.

         5.       ALLEGED CLAIMS COVERED BY THE AGREEMENT.
         Without limiting the settlement of all issues, the following items are
settled and are included within the terms of this Agreement:

         (A)      The Settlement Agreement, dated and effective as of the 18th
day of July, 1995, and all cash or monies owed or to be paid pursuant to that
agreement;
         (B)      All cash, stock shares or other securities of every kind and
description purportedly owed for the alleged failure to fulfill the July 18,
1995 Settlement Agreement by certain members of the VMTI Group, including but
not limited to the sum of $150,000;


                                       10
<PAGE>

         (C)      Any alleged rights created by the document entitled "Board of
Directors Agreement", dated September 3rd, 1997;

         (D)      The alleged Promissory Note in the principal sum of $25,000
dated on or about March 6, 1998; and

         (E)      The civil action currently pending in the Circuit Court of
Cook County, and known as KEVIN KOY V. VICTOR MAXX TECHNOLOGIES, INC. ET AL,
Case No. 98 MI-114181; and

         (F)      The federal court injunctive action currently pending and
known as VICTORMAXX TECHNOLOGIES, INC. ET AL V. KEVIN KOY, Case No. 98 C 1697.

         (G)      Any and all other documents, relationships of any kind or
description which the either the Koy Group or the VMTI Group has previously
claimed create any interest, rights or sums owed to the other party, or any of
them, by the Koy Group or the VMTI Group, or any of them, except to the extent
that any such documents or relationships expressly survive the terms of this
Settlement Agreement.

         (H)      Any other pending cases, litigation or demands filed or made
by either party upon the other.

         (I)      The receipt by Kevin of a $50,00 check from Mr. Jeffery
Goldberg which Kevin represents and warrants was returned by him to Mr.
Goldberg.

         (J)      The alleged October 10, 1997 Cambridge Financial
promissory note to Terry in the sum of $140,000.


                                       11
<PAGE>

         (K)      Kevin's charges on the American Express Credit Card of
appropriately $1,740;

         (L)      The sum of $32,500 received by Kevin of checks made payable to
Cambridge Financial from January to March, 1998.

         6.       NON COMPETE; NON-DISCLOSURE.

         (A)      The parties agree that from and after the date hereof through
a period of two years, and within a radius of seven miles from any of the VMTI
Group's existing or currently planned locations, stores, offices or
establishments, the Koy Group, directly or indirectly will not compete, or have
any business in any manner whatsoever with any of the VMTI Group, including all
of their subsidiary, related or affiliated entities, and whatever business
conducted or to be conducted by them. The Koy Group and the VMTI Group have
carefully considered the time period and the area of this non-compete agreement
and they believe these restrictions to be reasonable and intend to be bound by
them. The Koy Group agrees that these provisions are enforceable and that any
court of competent jurisdiction may impose any injunctive remedy, and award such
other and further relief as may be appropriate.

         (B)      For the purposes of this Agreement, "compete" or "competition"
shall mean employment, being an officer and/or director of, consulting with or
owning more than 1% of any beneficial interest in; any interest in a loan
arrangement with; providing marketing, or


                                       12
<PAGE>

customer or technical information to; negotiating or selling or providing any
know how or other information learned while working with or associated with the
VMTI Group.

         (C)      Neither the Koy Group nor the VMTI Group shall at any time
hereinafter disclose to anyone any information regarding the VMTI Group's or the
Koy Group's financial conditions, assets, liabilities, trade secrets, regardless
of whether any such trade secrets are patented, registered or deemed secrets,
under the common law, technology, licenses, vendors, distributors, salesmen, and
customers, or any other confidential, personal or proprietary information of the
VMTI Group or the Koy Group, or any information concerning the VMTI Group's or
the Koy Group's respective officers, directors, employees, attorneys,
shareholders, agents and assigns; provided that the VMTI Group and Koy Group may
disclose the aforementioned information only to the extent required by a valid
court order or as permitted in writing by the appropriate VMTI Group or the Koy
Group members after the date hereof; provided, however, that the aforesaid
obligations shall not apply to:

                  (i)      any information which has come within the public
domain through no fault of or action by the VMTI Group or the Koy Group; and

                  (ii)     information which is hereafter obtained by the VMTI
Group or the Koy Group from any third party which is lawfully in possession of
such information and not in violation of any contractual or legal obligation
with respect thereto.

         (D)      The Koy Group agrees that upon execution of the Agreement, the
Koy Group shall within 48 hours return to the VMTI Group all stationery,
business cards, credit cards


                                       13
<PAGE>

brochures, and all other documents bearing Kevin Koy's name suggesting an
affiliation with VMTI or any related entities.

         (E)      The Koy Group agrees that it shall not make any comments
whatsoever, or initiate or respond to any communications regarding the economic
or financial condition of the VMTI Group or any of its successor entities. The
Koy Group further agrees that it shall not communicate with any banks, financial
institutions, regulatory agencies or such similar entities, regarding the VMTI
Group or any of its successor entities.

         7.       DISMISSALS OF ACTIONS.

         (A)      Kevin and his attorney, Peter Carey, and the VMTI Group agree
that upon the receipt by Peter Corey of the first $50,000 payable under
paragraph 1.(A)(i) above, Kevin agrees to dismiss with prejudice the lawsuit
filed in the Circuit Court of Cook County, Municipal Department, case number
98M1-114181, entitled KEVIN KOY V. VICTOR MAXX TECHNOLOGIES, INC. ET AL. and
cause an order of court to be entered dismissing the aforesaid case with
prejudice, and the Koy Group agrees that it will not file any claim for the same
or similar relief, in any court or tribunal.

         (B)      (i)      The U.S. District Court case filed in Chicago, by the
VMTI Group against Kevin, Case No. 98 C 1697, shall be dismissed with prejudice;
provided, however, Judge Morton Denlow shall retain jurisdiction solely to
enforce the terms of this Agreement, and to award any appropriate relief,
including but not limited to punitive damages; and


                                       14
<PAGE>

                  (ii)     The Koy Group, directly and indirectly, agrees that
it shall not file, assist in the filing or urge the filing against or with
respect to the VMTI Group (which, as defined above, includes any of its
respective affiliates, subsidiaries or related parties) of (a) any involuntary
bankruptcy petition or (b) any other request of a court seeking similar relicf,
nor will the Koy Group suggest or encourage that any other person or entity
participate in any such filing or action.

         (C)      In the event that any party hereto, its affiliates,
subsidiaries or related parties, learns that either party has breached or may be
in violation of Paragraph 6 herein, the parties agree that the aggrieved party
may seek immediate and appropriate relief, with or without notice, to prevent or
deter such possible violation hereof.

         8.       CONFIDENTIALITY AND PRESS RELEASES.

         (A)      This Agreement, its contents and the underlying understandings
shall be held as confidential between the Parties hereto as of the date hereof
unless a court or any administrative body requires disclosure thereof.

         (B)      The Koy Group agrees that the VMTI Group may make an
appropriate disclosure to prospective stock purchasers, and also in publicly
disseminated documents, disclosing the substance of this Agreement and generally
describing the underlying actions giving rise to this Agreement. The parties
mutually agree to use their best efforts to cooperate with one another in
preparing any press release, for which all parties acknowledge time is of the
essence.


                                       15
<PAGE>

         (C)      Each party to this Agreement agrees not to encourage,
participate in or otherwise undertake any efforts or communications which
disparage, or make any adverse or negative statement or disclose any nonpublic
financial information concerning any other party to this Agreement (without such
party's consent), and in the case of corporate parties to this Agreement, any of
their directors, officers, affiliates, employees, shareholders, accountants,
attorneys, lenders, vendors, distributors, salesmen, customers, agents,
representatives, successors or assigns.

         9.       RESIGNATION FROM ALL OFFICES, DIRECTORSHIPS AND ALL OTHER
CORPORATE CAPACITIES EXCEPT AS PERMITTED IN THIS AGREEMENT.

         On forms provided by Stuart Penman, the Koy Group, and Kevin in
particular, agrees to execute resignations from all offices, if any, any
membership, if any, on the Boards of Directors of any of the members of the VMTI
Group, their subsidiaries, affiliates and related parties contemporaneous with
the execution of this Agreement:

         The Koy Group agrees that it and Kevin in particular shall have no
capacity, interest or rights whatsoever with respect to the VMTI Group, except
as expressly set forth in this Agreement.

         10.      RELEASES.

         (A)      The Koy Group hereby releases and discharges the VMTI Group,
their respective subsidiaries, affiliates and related parties their respective
officers, directors, security holders, attorneys, employees, accountants,
agents, representatives, affiliates,


                                       16
<PAGE>

successor and assigns from all known and unknown actions, causes of action,
suits, debts, dues, sums of money, accounts, bonds, bills, covenants, contracts,
controversies, agreements, promises, trespasses, damages, judgments, executions,
claims and demands whatsoever, in law admiralty or equity (collectively
"Claims"), including without limitation, the Claims made in the above-mentioned
Municipal Court case and promissory note described therein; the July 18, 1995
Settlement Agreement; the subsequent settlement of the July 18, 1995 Settlement
Agreement by VMTI; the September 3, 1997 Board of Directors Agreement; and as
set forth in Paragraph 5 above; and for any or other alleged or purported claims
now or hereafter, which the Koy Group, its successors and assigns ever had, now
have or hereafter can, shall or may, have for upon, or by reason of any matter
cause or thing whatsoever from the beginning of the world to the date of this
Agreement is last executed by all of the parties hereto, and for which the VMTI
Group could otherwise be liable. Each party executing this Agreement agrees to
provide appropriate documentation of their respective authority and right to
execute this Agreement.

         (B)      The VMTI Group hereby releases and discharges the Koy Group,
their respective subsidiaries, affiliates and related parties, their respective
officers, directors, security holders, attorneys, employees, accountants,
agents, representatives, affiliates, successor and assigns from all known and
unknown actions, causes of action, suits, debts, dues, sums of money, accounts,
bonds, bills, covenants, contracts, controversies, agreements, promises,
trespasses, damages, judgments, executions, claims and demands


                                       17
<PAGE>

whatsoever, in law admiralty or equity (collectively "Claims"), including
without limitation, the following Claims:

                  (a)      September 3, 1997 Board of Directors Agreement
                           requiring the payment of $150,000; and

                  (b)      the alleged October 10, 1997 Cambridge Financial
                           promissory note to Terry in the sum of $140,000,

                  (c)      Kevin's charges on the American Express Credit Card
                           of approximately $1,700;

                  (d)      the sum of $32,500 received by Kevin of checks made
                           payable to Cambridge Financial from January to March,
                           1998;

                  (e)      conveying of any interest, if any in Cambridge
                           Financial to the VMTI Group;

                  (f)      the federal court injunctive action currently pending
                           and known as VICTORMAXX TECHNOLOGIES, INC. ET AL. V.
                           KEVIN, Case No. 98 C 1697;

and for any or other alleged or purported claims now or hereafter, which the
VMTI Group, its successors and assigns ever had, now have or hereafter can,
shall or may, have for upon, or by reason of any matter cause or thing
whatsoever from the beginning of the world to the date of this Agreement is last
executed by all of the parties hereto, and for which the Koy Group could
otherwise be liable. Each party executing this Agreement agrees to provide
appropriate documentation of their respective authority and right to execute
this Agreement.

         11.      MISCELLANEOUS.

         (A)      This Agreement and the other documents contemplated herein
constitute and embody the full and complete understanding of the parties hereto
with respect to the subject matter hereof and supersede all prior or
contemporaneous understandings, agreements or


                                       18
<PAGE>

representations, whether oral or in writing (but excluding any written
agreements to be executed contemporaneously with this Agreement), and all such
agreements and the terms thereof shall be null and void to the extent that they
are inconsistent with or contradicted by the terms of this Agreement, which
shall control in the event of any such inconsistency or contradiction. This
Agreement may only be amended, modified or changed by written instrument
executed by the parties hereto.

         (B)      (a)      This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns.
This Agreement shall be governed by, interpreted, and performed and construed in
accordance with the laws of the State of Illinois. The State of Illinois County
of Cook, and its federal courts, shall be exclusive jurisdiction, forum and
venue for litigation, trial, arbitration or mediation of any dispute which may
arise between the parties hereto concerning this Agreement. Jurisdiction to
enforce the terms of this Agreement is expressly retained by the Honorable Judge
Morton Denlow or any judge sitting in his stead.

         (C)      On forms provided by Stuart Perlman, each party who executes
this Agreement shall document the authorization and approval to execute the
Agreement and that such execution is being given by such party's own free will
and without any duress or coercion.


                                       19
<PAGE>

         (D)      Each of parties agrees to execute, acknowledge and deliver any
additional documents and to take such further action as may be reasonably
required in order to effectuate the terms and purposes of this Agreement.

         (E)      This Agreement may be executed in any number of counterparts
each of which when executed and delivered shall be deemed an original, but all
of which together shall constitute one and the same instrument.

         (F)      This Agreement shall be deemed to have been jointly negotiated
and jointly drafted.

         (G)      Neither this Agreement nor any paragraph or provision of this
Agreement can he amended, modified or waived, except in a writing signed by both
parties.

         (H)      If any paragraph or provision of this Agreement is held to be
unenforceable by a court of competent jurisdiction, the remainder of this
Agreement shall continue in full force and effect, and such unenforceable
paragraph or provision shall be enforced and shall be binding to the fullest
extent permitted by law or, if necessary, stricken.


                                       20
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Settlement
Agreement as of the year and date first written above.

<TABLE>

<S>                                                  <C>
SUBSCRIBED and SWORN                                 /s/ Kevin E. Koy          5-15, 1998
to before me this 15th                               -----------------         ----
day of May, 1998.                                    Kevin E. Koy              Date

/s/ Rosalyn Diliberto             [SEAL]
---------------------------
    Notary Public


SUBSCRIBED and SWORN                                 /s/ Maureen H. Koy        May 15, 1998
to before me this 15th                               ------------------        ------
day of May, 1998.                                    Maureen H. Koy            Date

/s/ Rosalyn Diliberto             [SEAL]
---------------------------
    Notary Public


SUBSCRIBED and SWORN                                 Chicago Mortgage and Financial Services,
to before me this 15th                               Inc. a/k/a Chicago Mortgage Company, Inc.
day of May, 1998.                                    a/k/a Chicago Mortgage Company

/s/ Rosalyn Diliberto             [SEAL]
---------------------------                          By: /s/ Maureen H. Koy    May 15, 1998
    Notary Public                                        -------------------   ------
                                                         Its   President       Date
                                                              --------------

SUBSCRIBED and SWORN                                 Chicago Mortgage and Financial Services, Inc.
to before me this 15th                               Profit Sharing Plan and Trust
day of May, 1998.

/s/ Rosalyn Diliberto             [SEAL]
---------------------------                          By: /s/ Maureen H. Koy    May 15, 1998
    Notary Public                                        -------------------   ------
                                                         Its   Trustee         Date
                                                              --------------


                                       21
<PAGE>

SUBSCRIBED and SWORN                                 Cambridge Financial Services, Inc.
to before me this 15th                               a/k/a Cambridge Financial
day of May, 1998.

/s/ Rosalyn Diliberto             [SEAL]
----------------------------                         By: Kevin E. Koy          5-5, 1998
    Notary Public                                         -------------------  ---
                                                         Its    President      Date
                                                              ---------------

SUBSCRIBED and SWORN                                 CorCapital Financial Partners LLC
to before me this 15th                               a/k/a CorCapital Financial Corp.
day of May, 1998.


/s/ Rosalyn Diliberto             [SEAL]
----------------------------                         By:  Kevin E. Koy          5-5, 1998
    Notary Public                                         ------------------    ---
                                                         Its  Managing Partner  Date
                                                             ---------------


SUBSCRIBED and SWORN                                 VictorMaxx Technologies, Inc.
to before me this 15th
day of May, 1998.


/s/ Rosalyn Diliberto             [SEAL]             By:  Frank A. Contaldo    5-15, 1998
----------------------------                              ------------------   ----
    Notary Public                                        Its      CEO          Date
                                                              --------------

SUBSCRIBED and SWORN                                 Sonoma Holding Corp.
to before me this 15th
day of May, 1998.


/s/ Rosalyn Diliberto             [SEAL]             By:  Frank A. Contaldo    5-15, 1998
----------------------------                              ------------------   ----
    Notary Public                                        Its      CEO          Date
                                                              --------------

SUBSCRIBED and SWORN                                 /s/ Terrence Donati       5-15, 1998
to before me this 15th                               -----------------------   ----
day of May, 1998.                                    Terrence Donati           Date
                                                     President
/s/ Frank A. Contaldo             [SEAL]
----------------------------
    Notary Public


                                       22
<PAGE>

SUBSCRIBED and SWORN                                 /s/ Frank Contaldo        5-15, 1998
to before me this 15th                               -----------------------   ----
day of May, 1998.                                    Frank Contaldo            Date


/s/ Rosalyn Diliberto             [SEAL]
----------------------------
    Notary Public

</TABLE>


                                       23
<PAGE>

                                   SCHEDULE A

                        SHARES OF VMTI IN THE NAME OF THE
                RELEASING NAMED PERSON ON BEHALF OF THE KOY GROUP
           OR WHICH THE KOY GROUP MAY BE ENTITLED UNDER THIS AGREEMENT

<TABLE>
<CAPTION>

                                             Stock
                                             -----
Name of Shareholder               Common            Preferred                Held by
-------------------               ($0.001           ($0.001 par value)       or to be
                                  par value)        value)                   held at date
                                  ----------        convertible into         of settlement
                                                    common (300 for 1)       agreement
                                                    -----------------        --------------

<S>                               <C>               <C>                      <C>
                                                                             In escrow with Stuart
                                                                             Perlman
                                                                             3,632,567

CMFSI Profit Sharing Plan
(restricted)                      3,632,567                                  (less 1,000,000)
                                                                             and (less 750,000)
                                                                                See Schedule B
                                                                             1,882,567
CMFSI Profit Sharing Plan
(restricted)                                              30,000             9,000,000

Kevin (restricted)                82,447                                     George Hormel is holding
                                                                             these shares

Kevin (restricted)                126,648                                    VMTI Group in Escrow
                                                                             restricted, until
                                                                             compliance with Rule 144

                                                                             All of the above are
                                                                             subject to the voting
                                                                             Trust Agreement
                                                                             established herein.

</TABLE>

No other shares, warrants, options or other interests are held or are to be held
by any of the Koy Group, other than set forth above, and unless otherwise
expressly provided in this Settlement Agreement, all of the aforesaid, if any,
shall be cancelled and be deemed null and void.

<PAGE>



                                   SCHEDULE B

                  SHARES OF VMTI ISSUED IN THE FOLLOWING NAMES
                      FOR AND ON BEHALF OF THE VMTI GROUP,
                       SUBJECT TO RECEIPT OF DOCUMENTATION
                           REQUESTED BY THE VMTI GROUP
                               AS SET FORTH HEREIN

                        1,000,000 shares of Common Stock

<TABLE>
<CAPTION>

Name of Person                          Certificate #         No. of Shares         Disposition to be made
--------------                          --------------        --------------        ----------------------
<S>                                     <C>                   <C>                   <C>

Peter Carey                                                        250,000          Cancelled and returned
                                                                                    to VMTI Treasury

Patricia Lerch                            VM2478                    30,000          To be cancelled and
                                                                                    transferred to Maureen
                                                                                    Koy

Catherine Forseberg                       VM2479                    10,000

Doug & Karen Phillips                     VM2480                    16,500

Barb Quan                                 VM2481                    10,000

Donald Trost                              VM2482                    11,000

Susan Seiz                                VM2483                     5,500

Barb Franzen                              VM2484                    10,000

Nancy Fahey                               VM2485                     5,500

Randy Shell                               VM2486                    20,000

Rues Felker                               VM2487                    30,000

Alaron Trading Core.                      VM2503                    45,000

Julie Sowera                              VM2489                    25,000

Janet Gipson                              VM2490                    20,000

Dr. Thomas C. Murphy                      VM2491                     3,000

Shi Yung                                  VM2492                    45,000

Ed Vardon                                 VM2493                    25,000

Carolyn Vardon                            VM2494                    25,000

Marie Platowski                           VM2495                     5,000

Bridget Stacy                             VM2496                     5,000

Mary Ann Doherty                          VM2497                     5,000

Victor J. Ortiz                           VM2498                     1,000


<PAGE>

David Joseph Ortiz                        VM2499                     1,000

Tristan Sayre                             VM2500                     2,000

Mikko Sayre                               VM2501                     2,000

Maureen H. Koy                            VM2502                   412,500

                                                                 1,000,000

</TABLE>

All of the above Stock will be held by the VMTI Group's counsel, Stuart Perlman,
until all documentation is satisfactorily submitted to such counsel and then the
respective stock certificate will be delivered to only the named shareholder;
provided, however, any certificate(s) intended for Maureen Koy shall be held by
Stuart Perlman as Trustee under the Voting Trust Agreement.


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