<PAGE>

                              CONSULTING AGREEMENT

         THIS CONSULTING AGREEMENT (this "Agreement") is made as of the 1st day
of October 1997, by and between Sonoma Holding Corp, (the "Company"), and Prinz
& Associates LLC ("Consultant").

                                  WITNESSETH:

                  WHEREAS, the Company desires to engage Consultant to serve as
a consultant to the Company and Consultant desires to serve as a consultant to
the Company in accordance with the terms and conditions herein.

                  WHEREAS, the Company has announced is intention to merge with
Victor Max Technologies, Inc. (the "Merger") and this Agreement is for the
benefit of the merged companies with the goals described below for after the
Merger.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and agreement hereinafter contained, the parties agree as follows:

         1.       TERM. Subject to the provisions for termination hereinafter
provided, the term of this Agreement shall be for a period to consist of
completion of the Phases described below (the "Term").

         2.       DUTIES. Effective upon execution of this Agreement, Consultant
agrees that during the term of his engagement by the Company, he shall be
engaged as a consultant of the Company and in such capacity shall be responsible
for all acts consistent with his position as a consultant of the Company as may
be reasonably delegated to him to accomplish the following:

         PHASE 1:

                           (a)      Consultant will introduce the Company to
                                    acquisition candidates.

                           (b)      Consultant will assist in the support and
                                    act as a liason for the Company with its
                                    existing funding sources.

                           (c)      Consultant will introduce the Company to
                                    asset based lenders for the purpose of
                                    securing working capital for its operations.

                           (d)      Consultant will perform services on behalf
                                    of the Company in order to promote the
                                    Company and its growth, corporate relations
                                    and seek new investors.

         PHASE 2:

                           (a)      Consultant will assist the Company in
                                    facilitating a funding agreement with a
                                    lending group or introduce the Company to
                                    potential equity investors in order to meet
                                    its short or medium term capital needs.


                                       1
<PAGE>

                           (b)      Consultant will use its best efforts to seek
                                    accredited investors for any private
                                    placement for its capital needs.

         PHASE 3:          Assist the Company to meet its long-term goals of
                           building the Company's market value to 50 million or
                           more through internal growth or acquisitions.

         3.       COMPENSATION.

                  (a)      (I)      In consideration of the services to be
performed in Phase I above, the Company agrees to issue, within 10 days of the
date of this Agreement, 2 million (after the effect of the Merger or its
equivalent in the event the Merger does not occur) shares of its common stock to
Consultant or its designee(s).

                           (II)     In consideration of the services to be
performed in Phase 2 above, the Company agrees to issue within ten (10) business
days of the Company entering into an agreement or arrangement with a Broker
Dealer, a financial institution or a group of accredited investors in compliance
with the goals of Phase 2, 2 million (after the effect of the Merger or its
equivalent in the event the Merger does not occur) shares of its common stock to
Consultant or its designee(s).

                           (III)    In the event the Company, its successors or
assigns, reaches a market cap in excess of Fifty Million Dollars ($50,000,000),
the Company agrees to issue, within ten (10) business days of first reaching
that market cap, 1 million (after the effect of the Merger or its equivalent in
the event the Merger does not occur) shares of its common stock to Consultant or
its designee(s).

                  (b)      The Company shall also reimburse the Consultant for
travel, administrative and other expenses incurred by Consultant in the course
of performing his duties pursuant to this Agreement. Such amount shall be
payable to Consultant in accordance with the Company's normal practices for
similarly situated employees, or at such other intervals as may be mutually
agreed upon by the Company and Consultant.

         4.       REGISTRATION RIGHTS.


         All of the shares of stock to be issued pursuant to the above paragraph
shall have piggyback registration rights for any registration the Company files
with the Securities & Exchange Commission registering shares of the common stock
similar to the shares to be issued hereunder. Furthermore, the company agrees to
file a S-8 Registration Statement as soon as practical in order to register the
shares to be issued hereunder.

         5.       SEVERABILITY. If any provision of this Agreement is
adjudicated to be partially or completely invalid or unenforceable, such
adjudication is to apply only with respect to the operation of such provision in
the particular jurisdiction in which such adjudication is made. All provisions
of this Agreement are severable, and this Agreement shall be interpreted and
enforced as if all completely invalid or unenforceable


                                       2
<PAGE>

provisions were not contained herein and partially valid and enforceable
provisions shall be enforceable to the extent valid and enforceable.

         6.       ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties. All prior discussions, compensation understandings,
negotiations and agreements are merged herein. This Agreement may not be orally
changed or canceled, but may only be changed or canceled by an agreement to such
effect in writing signed by the party against whom enforcement of same is
sought.

         7.       GOVERNING LAW. The validity, construction and enforceability
of this Agreement shall be governed by the internal laws, and not the laws of
conflicts, of the State of Illinois.

         IN WITNESS WHEREOF, the parties hereto have caused this Consulting
Agreement to be duly executed on the date and year first above written.


CONSULTANT:                                 COMPANY:

PRINZ & ASSOCIATES                          SONOMA HOLDING CORP.

/s/ John Prinz                      /s/ Terrence L. Donati
---------------------------         ---------------------------
JOHN PRINZ, MEMBER                  Its President

                                    /s/ Frank Contaldo
                                    ---------------------------
                                    Its CEO


                                       3