<PAGE>

                              INVESTMENT AGREEMENT


         THIS INVESTMENT AGREEMENT (this "Agreement") is made and entered into
as of the 14 day of April, 1998 by and among PAYDAY CHECK ADVANCE, INC.
("Payday"), an Illinois corporation, SONOMA HOLDING CORP. ("Sonoma"), an
Illinois corporation, TERRENCE L. DONATI ("Donati") and the other parties whose
signatures appear below (collectively, the "Investors").

                                    RECITALS:
                                    ---------

         WHEREAS, the Investors desire to make a financial investment in Sonoma
in exchange for ownership of certain shares of stock in Sonoma and other
consideration more fully described in this Agreement and Sonoma desires to
accept the investment and provide the consideration;

         WHEREAS, Sonoma owns and controls eighty percent (80%) of the stock of
Payday;

         WHEREAS, Payday and Sonoma desires to provide the Investors with
certain representations regarding each of them and their holdings and with
certain rights and benefits as more fully described in this Agreement;

         WHEREAS, Donati is President of Sonoma and an officer of Payday,
personally controls the licenses necessary to operate and expand Payday's
business, and has agreed to guaranty certain portions of Payday's and Sonoma's
obligations; and

         WHEREAS, Payday, Sonoma, Donati and the Investors desire to enter into
this Agreement to more completely set forth their agreements, rights and
obligations with respect to the Investors' investment in Sonoma;

         NOW, THEREFORE, in consideration of Ten and 00/100 Dollars in hand
paid, the foregoing recitals and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Payday, Sonoma, Donati
and the Investors agree as follows:

1.       INCORPORATION OF RECITALS. The foregoing recitals are incorporated into
this Agreement by this reference as fully and with the same force and effect as
if repeated herein at length.

2.       INVESTMENT. The Investors, agree to pay to the aggregate amount of
$140,000 in cash (the "Investment"), which Investment shall be made
contemporaneously with the full execution and delivery of this Agreement. The
Investment shall be used to fund Payday's capital expenses relating to the
opening additional locations of Payday's paycheck advance stores. Sonoma and
Payday shall not use the Investment for any other purpose. Pursuant to the terms
of the Notes (as hereinafter defined), prior to the maturity date of the Notes,
the Investment shall be on a revolving basis, such that to the extent Sonoma and
Payday comply with the restrictions set forth in the Notes and less than the
full amount of the Investment remains outstanding, Sonoma and Payday may borrow
and reborrow the Investment.

3.       NOTES AND STOCK. In exchange for the Investment, (a) Sonoma and Payday
shall execute and deliver to each of the Investors a promissory note
(individually, a "Note"; collectively, the "Notes") in the principal amount of
each Investor's portion of the Investment, as set forth on the signature pages
of this Agreement, and (b) Sonoma shall execute and deliver to each of the
Investors an aggregate amount of 210,000 newly authorized shares of the stock of
Sonoma (the "Stock") distributed to each Investor in the amounts set forth on
the signature pages of this Agreement. The Notes shall bear interest at the rate
of twelve percent (12%) per annum. The Notes shall be repaid upon the date which
is four (4) months after the date hereof. Sonoma and Payday shall make periodic
payments of interest only on the outstanding principal balance of the Notes
monthly as provided in the Notes. Sonoma shall issue certificates for the Stock
within seven (7) days of the execution and delivery of this Agreement. The Stock
shall be issued at par with the other outstanding shares of Sonoma and the
Investors shall have all rights to register their shares at their election with
the next registration filing for Sonoma or any succeeding registration, as each
Investor may elect.


                                      -1-
<PAGE>

4.       SECURITY. As additional security for Payday's and Sonoma's obligations
hereunder, Donati shall execute and deliver a guaranty of the Notes and Payday
shall execute and deliver a certain Uniform Commercial Code Financing Statement
(the "UCC") granting the Investors or a nominee thereof, a junior security
interest in the accounts receivable of Payday. The Investors acknowledge that
Sonoma and Payday have granted a prior security interest in and to Payday's
accounts receivable to Illinois State Bank, Payday's primary lending
institution. The Investors agree that if Payday elects to refinance its existing
bank debt, the Investors or their nominee shall execute such documents as are
reasonably required by a new primary lending institution to subordinate the
security interest held by the Investors pursuant to the UCC to the interests of
the new primary lending institution; provided, however, that (a) all amounts due
and owing to Illinois State Bank be repaid in full and (b) any amounts funded to
Payday by said new primary lending institution in excess of those amounts needed
to repay Illinois State Bank are used first to repay the Investors pursuant to
the Notes.

5.       OPTIONS FOR ADDITIONAL STOCK. Upon the maturity date of the Notes, each
Investor shall have the option of purchasing additional Stock for a period of
one (1) year from said maturity date as follows: (a) an aggregate of up to
175,000 additional shares of the Stock in the amounts for each Investor set
forth on the signature pages of this Agreement at the price of $.20 per share
and (b) an aggregate of up to 175,000 additional shares of the Stock in the
amounts for each Investor set forth on the signature pages of this Agreement at
the price of $.25 per share.

6.       REPRESENTATIONS. Sonoma and Payday hereby represent to each of the
Investors the following:

         a.       The execution and delivery of this Agreement, the Notes and
                  the other documents related to the transaction described
                  herein have been duly and properly authorized by the Boards of
                  Directors of Payday and Sonoma (the "Boards") in accordance
                  with their respective By-Laws. The issuance of the Stock,
                  including, without limitation, the optional Stock, and the
                  certificates therefor in accordance with the terms of this
                  Agreement also has been duly and properly authorized by
                  Sonoma's Board.

         b.       Payday currently owns, operates or controls at least twelve
                  (12) "retail" cash advance stores under the name "Payday
                  Express". Sonoma and Payday will use the Investment to fund
                  the capital expenses of opening additional Payday Express
                  locations, and for no other purpose.

         c.       Sonoma and Payday are duly and validly organized as Illinois
                  corporations, are in good standing under the laws of the State
                  of Illinois and have paid all current franchise fees and taxes
                  in Illinois and any other state where Sonoma, Payday or any of
                  their subsidiaries may need to make such payments in order to
                  effectively operate the businesses of Sonoma, Payday and their
                  subsidiaries.

7.       DEFAULT. If Payday or Sonoma shall default on its obligations or
materially breach any of its representations contained herein or in the Notes,
the Investors shall have the right to accelerate the repayment obligations in
the Notes and shall have any other rights or remedies available to them as
creditors and/or shareholders of Sonoma as may be available under applicable
laws, statutes, ordinances, rules and regulations in a court of competent
jurisdiction.

8.       MISCELLANEOUS.

         a.       ENTIRE AGREEMENT; AMENDMENTS. This Agreement embodies the
                  entire understanding among the Investors, Payday, Sonoma and
                  Donati concerning the Investment and supersedes any and all
                  prior negotiations, understandings or agreements. This
                  Agreement may be amended or modified from time to time only by
                  a written instrument adopted, executed and agreed to by all of
                  the Investors and the other parties hereto.

         b.       NOTICES. All notices and demands required or permitted under
                  this Agreement shall be in writing and may be delivered to the
                  Investor to whom it is to be given, either in person or by
                  guaranteed overnight courier, or sent by certified mail,
                  postage prepaid, to the address as shown from time to time on
                  the

                                      -2-
<PAGE>

                  records of Sonoma, or if given to Payday, Sonoma or Donati, at
                  their respective addresses set forth below. Any notice or
                  demand mailed as aforesaid shall be deemed to have been given
                  on the date that such notice or demand is deposited in the
                  mails. Any party hereto may specify a different address, which
                  change shall become effective upon receipt of such notice by
                  the other parties hereto.

         c.       SEVERABILITY. If any provision of this Agreement or the
                  application of such provision to any party or circumstance
                  shall be held invalid, the remainder of this Agreement, or the
                  application of such provision to parties or circumstances
                  other than those as to which it is held invalid, shall not be
                  affected.

         d.       PARTIES BOUND. This Agreement shall be binding upon the
                  parties and their respective successors, assigns, heirs,
                  devisees, legal representatives, executors and administrators.

         e.       APPLICABLE LAW. The laws of the State of Illinois shall govern
                  this Agreement, excluding any conflict of laws rules. The
                  parties, hereto irrevocably agree that all actions or
                  proceedings in any way, manner or respect, arising out of or
                  from or related to this Agreement shall be litigated only in
                  courts having situs within Cook County, Illinois. Each party
                  hereto hereby consents and submits to the jurisdiction of any
                  local, state or federal court located within said county and
                  state and hereby waives any rights it may have to transfer or
                  change the venue of any such litigation. The prevailing party
                  in any litigation in connection with this Agreement shall be
                  entitled to recover from the other party all costs and
                  expenses, including without limitation fees of attorneys and
                  paralegals, incurred by such party in connection with any such
                  litigation.

         f.       HEADINGS. The headings in this Agreement are inserted for
                  convenience and identification only and are in no way intended
                  to describe, interpret, define or limit the scope, extent or
                  intent of this Agreement or any provision hereof.

         g.       COUNTERPARTS. This Agreement may be executed in multiple
                  counterparts with separate pages, and each such counterpart
                  shall be considered an original, but all of which together
                  shall constitute one and the same instrument.

         h.       PRONOUNS. All pronouns shall be deemed to refer to the
                  masculine, feminine or neuter, singular or plural, as the
                  identity of the person or persons may require.

         i.       EFFECT OF WAIVER OR CONSENT. A waiver or consent, express or
                  implied, to or of any breach or default by any party in the
                  performance by that party of its obligations hereunder or with
                  respect to the Company is not a consent or waiver to or of any
                  other breach or default in the performance by that party of
                  the same or any other obligations of that party. Failure on
                  the part of a party to complain of any act or to declare any
                  party in default hereunder, irrespective of how long that
                  failure continues, does not constitute a waiver by that party
                  of its rights with respect to that default.

         j.       FURTHER ASSURANCES. Each party hereto shall execute and
                  deliver any additional documents and instruments and perform
                  any additional acts that may be necessary or appropriate to
                  effectuate and perform the provisions of this Agreement and
                  the transactions contemplated herein.

         k.       INDEMNIFICATION FOR BREACH. To the fullest extent permitted by
                  law, each party hereto shall indemnify each other party and
                  hold all of them harmless from and against all losses, costs,
                  liabilities, damages and expenses (including, without
                  limitation, costs of suit and attorneys' fees) they may incur
                  on account of any material breach by that party of this
                  Agreement.

                        SEE ATTACHED PAGES FOR SIGNATURES


                                      -3-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and sealed as of the date first set forth above.

                 PAYDAY  CHECK  ADVANCE,  INC.,  an  Illinois  corporation,
                 390 South Eighth Street, Second Floor, West Dundee, Illinois
                 60118

                 By:      /s/ Terrence L. Donati
                     --------------------------------------------
                 Printed Name: TERRENCE L. DONATI
                               ----------------------------------
                 Title:    President
                       ------------------------------------------



                 SONOMA  HOLDING  CORP.,  an  Illinois  corporation,  390
                 South Eighth Street, Second Floor, West Dundee, Illinois 60118

                 By:     /s/ Terrence L. Donati
                     --------------------------------------------
                 Printed Name: TERRENCE L. DONATI
                        -----------------------------------------
                 Title: President
                        -----------------------------------------


                 /s/ Terrence L. Donati
                 -----------------------------------------
                 Terrence L. Donati


<TABLE>
<CAPTION>

INVESTMENT        INITIAL          OPTION
AMOUNT            SHARES           SHARES            INVESTOR*
------            ------           ------            --------
<S>               <C>              <C>               <C>
$40,000.00        42,000           35,000(1)         -------------------------------------------------------
                                   35,000(2)         Name:        Laurence Slavin
                                                     Address:     215 West Plum Grove Circle
                                                                  Arlington Heights, Illinois 60004
                                                     SS#:
                                                                  ---------------------------------
</TABLE>

*Note: Each Investor shall sign and deliver a separate signature page of this
document; Payday, Sonoma and Donati shall sign all of such signature pages.

(1) First option at $.20 per share
(2) Second option at $.25 per share

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and sealed as of the date first set forth above.

                 PAYDAY  CHECK  ADVANCE,  INC.,  an  Illinois  corporation,
                 390 South Eighth Street, Second Floor, West Dundee, Illinois
                 60118

                 By:      /s/ Terrence L. Donati
                    --------------------------------------------
                 Printed Name:      TERRENCE L. DONATI
                               ---------------------------------
                 Title:    President
                       -----------------------------------------


                 SONOMA  HOLDING  CORP.,  an  Illinois  corporation,  390
                 South Eighth Street, Second Floor, West Dundee, Illinois 60118

                 By:      /s/ Terrence L. Donati
                    --------------------------------------------
                 Printed Name:      TERRENCE L. DONATI
                               ---------------------------------
                 Title:    President
                        ----------------------------------------


                 /s/ Terrence L. Donati
                 -----------------------------------------
                 Terrence L. Donati


<TABLE>
<CAPTION>

INVESTMENT        INITIAL          OPTION
AMOUNT            SHARES           SHARES        INVESTOR*
------            ------           ------        --------
<S>               <C>              <C>           <C>
$20,000.00        21,000           17,500(1)     ---------------------------------------------------
                                   17,500(2)     Name:        Jeff Bernacchi
                                                 Address:     21125 Prestwick Drive
                                                              Barrington, Illinois 60010
                                                 SS#:
                                                              --------------------------
</TABLE>

*Note: Each Investor shall sign and deliver a separate signature page of this
document; Payday, Sonoma and Donati shall sign all of such signature pages.

(1) First option at $.20 per share
(2) Second option at $.25 per share

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and sealed as of the date first set forth above.

                 PAYDAY  CHECK  ADVANCE,  INC.,  an  Illinois  corporation,
                 390 South Eighth Street, Second Floor, West Dundee, Illinois
                 60118

                 By:      /s/ Terrence L. Donati
                    --------------------------------------------
                 Printed Name:      TERRENCE L. DONATI
                               ---------------------------------
                 Title:    President
                       -----------------------------------------


                 SONOMA  HOLDING  CORP.,  an  Illinois  corporation,  390
                 South Eighth Street, Second Floor, West Dundee, Illinois 60118

                 By:      /s/ Terrence L. Donati
                    --------------------------------------------
                 Printed Name:      TERRENCE L. DONATI
                               ---------------------------------
                 Title:    President
                        ----------------------------------------


                 /s/ Terrence L. Donati
                 -----------------------------------------
                 Terrence L. Donati



<TABLE>
<CAPTION>

INVESTMENT        INITIAL     OPTION
AMOUNT            SHARES      SHARES         INVESTOR*
------            ------      ------         --------
<S>               <C>         <C>            <C>
$20,000.00        21,000      17,500(1)      ------------------------------------------------
                              17,500(2)      Name:        Dave Adams
                                             Address:
                                                          -----------------------------------
                                                          -----------------------------------
                                             SS#:
                                                          -----------------------
</TABLE>

*Note: Each Investor shall sign and deliver a separate signature page of this
document; Payday, Sonoma and Donati shall sign all of such signature pages.

(1) First option at $.20 per share
(2) Second option at $.25 per share

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and sealed as of the date first set forth above.

                 PAYDAY  CHECK  ADVANCE,  INC.,  an  Illinois  corporation,
                 390 South Eighth Street, Second Floor, West Dundee, Illinois
                 60118

                 By:      /s/ Terrence L. Donati
                    --------------------------------------------
                 Printed Name:      TERRENCE L. DONATI
                               ---------------------------------
                 Title:    President
                       -----------------------------------------


                 SONOMA  HOLDING  CORP.,  an  Illinois  corporation,  390
                 South Eighth Street, Second Floor, West Dundee, Illinois 60118

                 By:      /s/ Terrence L. Donati
                    --------------------------------------------
                 Printed Name:      TERRENCE L. DONATI
                               ---------------------------------
                 Title:    President
                        ----------------------------------------


                 /s/ Terrence L. Donati
                 -----------------------------------------
                 Terrence L. Donati

<TABLE>
<CAPTION>

INVESTMENT        INITIAL     OPTION
AMOUNT            SHARES      SHARES        INVESTOR*
------            ------      ------        --------
<S>               <C>         <C>          <C>
$20,000.00        21,000      17,500(1)    ----------------------------------------------------------
                              17,500(2)    Name:        Todd Cohen
                                           Address:     2315 East Lillian Lane
                                                        Arlington Heights, Illinois 60004
                                           SS#:
                                                        --------------------------------
</TABLE>

*Note: Each Investor shall sign and deliver a separate signature page of this
document; Payday, Sonoma and Donati shall sign all of such signature pages.

(1) First option at $.20 per share
(2) Second option at $.25 per share

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and sealed as of the date first set forth above.

                 PAYDAY  CHECK  ADVANCE,  INC.,  an  Illinois  corporation,
                 390 South Eighth Street, Second Floor, West Dundee, Illinois
                 60118

                 By:      /s/ Terrence L. Donati
                    --------------------------------------------
                 Printed Name:      TERRENCE L. DONATI
                               ---------------------------------
                 Title:    President
                       -----------------------------------------


                 SONOMA  HOLDING  CORP.,  an  Illinois  corporation,  390
                 South Eighth Street, Second Floor, West Dundee, Illinois 60118

                 By:      /s/ Terrence L. Donati
                    --------------------------------------------
                 Printed Name:      TERRENCE L. DONATI
                               ---------------------------------
                 Title:    President
                        ----------------------------------------


                 /s/ Terrence L. Donati
                 -----------------------------------------
                 Terrence L. Donati


<TABLE>
<CAPTION>

INVESTMENT        INITIAL     OPTION
AMOUNT            SHARES      SHARES         INVESTOR*
------            ------      ------         ---------
<S>               <C>         <C>            <C>
$20,000.00        21,000      17,500(1)      -----------------------------------------------------------
                              17,500(2)      Name:        Tom Prinz
                                             Address:     769 North 58th Street
                                                          Omaha, Nebraska  68132
                                             SS#:
                                                          ---------------------------
</TABLE>

*Note: Each Investor shall sign and deliver a separate signature page of this
document; Payday, Sonoma and Donati shall sign all of such signature pages.

(1) First option at $.20 per share
(2) Second option at $.25 per share