<PAGE>

                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of the 24th day of May, 1999 by and among Scott Tracy ("Tracy"), Scott
Clark ("Clark" and together with Tracy "Sellers" and each is a "Seller"), The
Money Market, Inc. an Indiana corporation (the "Company") and SHC Corp., an
Illinois corporation ("SHC" or the "Purchaser").

                                    RECITALS

         WHEREAS, the authorized capital stock of the Company is 10,000 shares
of no par value common stock (the "Common Stock"), of which 5,200 shares are
issued and outstanding;

         WHEREAS, Sellers are the record and beneficial owners of 5,200 shares
of Common Stock of the Company, constituting all of the issued and outstanding
share of the Company, evidenced by the following certificate(s) (the "Purchased
Shares"),:

<TABLE>
<CAPTION>

                     Certificate No.               Date of Issue              No. of Shares
                     --------------                -------------              -------------
                     <S>                           <C>                        <C>
                         1                          5-26-98                     2,600

                         2                          5-26-98                     2,600

</TABLE>

         WHEREAS, the parties have reached an understanding whereby Sellers will
sell to Purchaser, and Purchaser will purchase from Sellers, the Purchased
Shares, pursuant to the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1.       SALE AND PURCHASE. Sellers hereby agrees to sell to Purchaser
and Purchaser hereby agrees to purchase from Sellers, the Purchased Shares,
subject to the terms and conditions set forth herein.

         2.       PURCHASE PRICE. In exchange for the Purchased Shares,
Purchaser shall pay to Seller a purchase price of One Hundred Forty Thousand
Dollars ($140,000.00) in the aggregate (the "Purchase Price"), payable in
accordance with the terms set forth in Paragraph 3 below.

         3.       PAYMENT OF PURCHASE PRICE. In payment of the Purchase Price,
Purchaser shall deliver:


                                       1
<PAGE>

                  (a)      to Sellers, cash , certified check or other
immediately available funds in the aggregate amount of Sixty Thousand Dollars
($60,000) (the "Cash Consideration") allocated as follows:

                           (i)      $30,000 to Tracy; and

                           (ii)     $30,000 to Clark;

                  (b)      to Sellers, subordinated promissory notes, in the
aggregate principal amount of Fifty-Five Thousand Dollars ($55,000.00), each in
substantially the form of the promissory note attached hereto as EXHIBIT A (the
"Notes") payment of each of which shall be subordinated to the Purchasers Senior
Indebtedness (as defined in the Note), allocated as follows:

                           (i)      $27,500 to Tracy and

                           (ii)     $27,500 to Clark; and

                  (c)      to Escrow Agent (as hereinafter defined), 167, 000
shares of the $.001 par value common stock of SHC (the "SHC Shares") allocated
as follows:

                           (i)      83,500 shares to Tracy and

                           (ii)     83,500 shares to Clark.

         4.       CLOSING.

                  (a)      TIME AND PLACE. The closing of the sale shall take
place at the offices of Scott Clark, 415 West First Street, New Albany, Indiana,
on or before such date as Purchaser notifies Sellers that Purchaser has been
licensed to conduct business and make loans as a "payday lender" by the Indiana
Department of Financial Institutions, Consumer Credit Division (the "DFI") (or
other successor agency) or at such other time and location as the parties hereto
shall mutually agree upon (the "Closing").

                  (b)      SELLER'S DELIVERIES. Upon execution hereof, each
Seller shall deliver:

                           (i)      to Escrow Agent free and clear of all liens,
                                    options, encumbrances and security interests
                                    of any kind, original Company stock
                                    certificate numbers 1 and 2 evidencing the
                                    Purchased Shares duly endorsed by Seller,
                                    together with duly executed stock powers
                                    and/or other instruments of assignment which
                                    Purchaser, in its sole discretion, may deem
                                    necessary or appropriate.

                           (ii)     to Purchaser a duly executed non-competition
                                    agreement, substantially in the form of the
                                    non-competition agreement


                                       2
<PAGE>

                                    attached hereto as EXHIBIT B (the
                                    "Non-Competition Agreement"); and

                           (iii)    to Purchaser a resignation as an officer,
                                    director, employee, trustee, and any other
                                    position held by each Seller with the
                                    Company; and

                           (iv)     to Purchaser a general release in a form
                                    satisfactory to Purchaser (the "Release").

                  (c)      PURCHASER'S DELIVERIES. Upon execution hereof,
Purchaser shall deliver:

                           (i)      to Sellers, the Cash Consideration;

                           (ii)     to Sellers, the Notes, duly executed by
                                    Purchaser; and

                           (iii)    to Escrow Agent, the SHC Shares.

                  (d)      ADDITIONAL DELIVERIES BY PURCHASER.

                           (i)      Upon execution hereof, Purchasers shall
                                    deliver in immediately available funds to
                                    Sellers an aggregate amount of $21,617.64
                                    representing the sum of the cash-on-hand in
                                    all of the Company's bank accounts plus the
                                    amount of the increase in accounts
                                    receivable since March 31, 1999, less
                                    certain accounts payable. The Sellers hereby
                                    direct Purchasers to deliver fifty percent
                                    (50%) of such amount to each Seller upon
                                    execution hereof.

                           (ii)     Upon Closing, Purchasers shall cause any
                                    accounts receivable due from the Sellers (as
                                    shareholder loans) as set forth on the most
                                    recent Financial Statements (as hereinafter
                                    defined) to be forgiven in their entirety.

         5.       SELLER'S REPRESENTATIONS AND WARRANTIES. To induce Purchaser
to purchase the Purchased Shares, each of the Sellers and the Company represents
and warrants to the Purchaser that each of the following statements are true and
correct upon execution of this Agreement and at all times through Closing and
thereafter:

         (a)      ORGANIZATION AND GOOD STANDING. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
state of its incorporation and has all requisite corporate and other power and
all necessary permits, certificates, licenses, approvals and other
authorizations required to carry on its business in the manner in which such
business is presently carried on. The Company is qualified to do business and is
in good standing in every state or jurisdiction in which either the ownership or
use of its properties, or the nature of the activities conducted by it, requires
such qualification or the lack thereof would have a material adverse effect on
the Company.


                                       3
<PAGE>

         (b)      VALID AND BINDING AGREEMENT. Each of the Sellers and the
Company has full power and authority to execute, deliver and perform this
Agreement and all other documents and instruments to be executed by each Seller
pursuant to this Agreement without the consent of any other person or entity.
This Agreement constitutes a valid and binding agreement of each of the Sellers,
enforceable against him or her in accordance with its terms. Upon the execution
and delivery by Sellers of this Agreement and the Noncompetition Agreements and
the Sellers' Releases (collectively, the "Sellers' Closing Documents"), the
Sellers' Closing Documents will constitute the legal, valid and binding
obligations of Sellers, enforceable against Sellers in accordance with their
respective terms. Neither the execution and delivery of this Agreement and the
Sellers' Closing Documents nor the consummation of the purchase and sale of the
Shares (i) violates or will violate any statute or law or any rule, regulation,
or order of any court or governmental authority, or (ii) violates or will
violate, or conflicts with or will conflict with, or constitutes a default under
or will constitute a default under, any contract, commitment, agreement
understanding or restriction of any kind to which the Company or any Seller is a
party or may be bound.

         (c)      CAPITALIZATION. The authorized capital stock of the Company
consists of Ten Thousand (10,000) shares of no par value common stock, of which
Five Thousand Two Hundred (5,200) shares are validly issued and outstanding,,
fully paid, nonassessable, and are free and clear of any liens, encumbrances,
security interests, claims, charges, pledges, limitations, options, proxies,
agreements, restrictions or any legal or equitable rights of others not a party
to this Agreements (collectively, "Encumbrances"). Tracy owns 2,600 Shares and
Clark owns 2,600 Shares. All of the outstanding capital stock and other
securities of each subsidiary, if any, of the Company are owned of record and
beneficially by the Company, free and clear of all Encumbrances. All of the
outstanding capital stock of each subsidiary, if any, has been duly authorized
and validly issued and is fully paid and nonassessable. There are no contracts
or arrangements relating to the issuance, sale, or transfer of any equity
securities or other securities of the Company. The Company does not own, or have
any Contract to acquire, any equity securities or other securities of any entity
or any direct or indirect equity or ownership interest in any other business.

         (d)      STOCK OPTIONS. None of the shares of the capital stock of the
Company is subject to any stock option, stock warrant, stock right or agreement.
The Company has not issued securities convertible into stock or made offers or
commitments or incurred any obligation to issue shares of stock or securities
convertible into stock at any future time.

         (e)      TITLE TO SHARES. Each Seller is the owner of all legal and
beneficial interest in his or her respective Shares and holds the Shares free
and clear of any Encumbrances, with full and absolute right and power to sell,
assign, transfer and deliver such Shares as provided in this Agreement without
the consent of any other person or entity.

         (f)      ABSENCE OF UNDISCLOSED LIABILITIES. The Company has no
material liabilities or obligations of any nature, whether accrued, absolute,
contingent or otherwise, including without limitation tax liabilities or the
guarantee of third party obligations, which are not reflected or


                                       4
<PAGE>

accounted for in the financial statements of the Company dated March 31, 1999
true and correct copies of which have been delivered to Purchaser (together with
any subsequently delivered financial statements, the "Financial Statements")
other than current liabilities incurred in the ordinary course of business since
the respective dates thereof. The Company does not owe any money to any bank or
other person under any credit or similar facility other than as shown on the
Financial Statements. The Company does not owe any money to any subsidiary other
then as reflected in the latest Financial Statement provided to Purchaser under
this Agreement.

         (g)      NO MATERIAL ADVERSE CHANGE. Since the date of the most recent
Financial Statements, there has not been (i) any material adverse change in the
financial condition or in the operations, businesses, prospects, properties or
assets of the Company considered as a whole from that shown in such Financial
Statements, and no event has occurred or circumstances exists that may result in
such a material adverse change; (ii) payment or increase by the Company of any
bonuses, salaries, or other compensation to any stockholder, director, officer
or, except in the ordinary course of business, employee or entry into any
employment, severance or similar contract with any director, officer or
employee; (iii) material change in the methods of accounting used by the
Company; (iv) sale (other than the sale of inventory in the ordinary course of
business), lease, or other disposition of any asset or property of the Company
or mortgage, pledge or imposition of any lien or other Encumbrance on any
material asset or property of the Company; or (v) agreement, whether oral or
written, by the Company to do any of the foregoing nor has the Company made or
entered into any material contract.

         (h)      TAX RETURNS AND PAYMENTS; TAX STATUS. The Company has duly
filed all federal, state and local tax returns required to be filed and has duly
paid in full all taxes and other governmental charges upon the Company or its
properties, assets, income and sales. The charges, accruals, and reserves with
respect to taxes on the respective books of the Company are adequate (as
determined in accordance with generally accepted accounting principals
consistently applied ("GAAP") and are at least equal to the Company's
liabilities for taxes. All taxes that the Company is or was required by law,
ordinance or rule to withhold or collect have been duly withheld or collected
and, to the extent required, have been paid to the proper governmental or other
authority. All tax returns filed by the Company are true, correct and complete.
There is no tax sharing agreement that will require any payment the Company
after the date of this Agreement.

         (i)      LEGAL PROCEEDINGS. There are no actions, suits, proceedings or
claims pending or threatened with respect to or in any manner affecting the
Company or the ownership of the Shares by each of the Sellers. There is no
order, judgment or decree to which the Company, or any of the assets owned or
used by the Company is subject. Neither Seller is subject to any order, judgment
or decree that relates to the business of, or any of the assets owned or used
by, the Company and no officer, director, agent or employee of the Company is
subject to any order, judgment or decree that prohibits him or it from engaging
in or continuing any conduct, activity, or practice relating to the business of
the Company.

         (j)      FINANCIAL STATEMENTS. (i) The Sellers have previously
delivered to Buyer the Financial Statements and (ii) the Financial Statements
present fairly the financial condition and


                                       5
<PAGE>

the results of operation, changes in stockholders' equity, and cash flow of the
Company as at the respective dates set forth therein and have been prepared in
accordance with GAAP.

         (k)      REAL ESTATE. The Company owns no real property. the Company is
not a party to any lease or other contract or arrangement with respect to any
real estate, except as previously provided to Purchaser.

         (l)      MATERIAL CONTRACT. Set forth on SCHEDULE 5(l) is a list of all
material contracts to which the Company is a party or otherwise materially
relating to or affecting any of its assets or operations. Each such contract is
valid, binding and enforceable against the parties thereto and no event has
occurred that, with due notice or lapse of time or both, would constitute a
default under any such contract. Sellers have delivered to Buyer true and
complete copies of each of the contracts.

         (m)      EMPLOYEES. The Company does not now maintain or make
contributions to, and has not in the past maintained or made contributions to,
any employee pension plan or employee benefit plan, as such terms are defined
under the Employee Retirement Income Security Act of 1974, as amended.

         (n)      INSURANCE. The Company carries insurance, which. is adequate
in character and amount, with reputable insurers, covering all of its, assets,
properties and, business, and it has provided all required performance or other
surety bonds. All premiums and other payments which have become due under the
polices of insurance of the Company have been paid in fall, all of such policies
are now in full force and effect and neither the Company nor the Sellers have
received notice from any insurer, agent or broker of the cancellation of, or any
increase in premium with respect to, any of such policies or bonds. Neither the
Company nor the Sellers have received any notification from any insurer, agent
or broker denying or disputing any claim made by the Company or denying or
disputing any coverage for any such claim or the amount of any claim.

         (o)      ENVIRONMENTAL. (i) The Company has not transported, stored,
treated or disposed, nor has it arranged for or, to the knowledge of Sellers and
the Company, allowed any third person or entity to transport, store, treat or
dispose waste to or at: (A) any location other than a site lawfully permitted to
receive such waste for such purposes, or (B) any location designated for
remedial action pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("CERCLA") or any similar federal or
state statute; nor has it performed, arranged for or allowed by any method or
procedure such transportation or disposal in contravention of any laws or
regulations or in any manner which may result in liability for contamination of
the environment. The Company has not disposed, nor has it allowed or arranged
for any third parties to dispose of waste upon property owned or leased by it,
except as permitted by law.

                           (ii)     Neither the Company nor the Sellers have
received notification of any past or present failure by the Company to comply
with any laws, regulations, permits or orders applicable to it or the assets or
properties of the Company. Neither the Sellers nor


                                       6
<PAGE>

the Company have received any notification from any governmental agency
asserting that the Company is or may be a "potentially responsible Person" for
remedial action at a waste storage, treatment or disposal facility, pursuant to
the provisions of CERCLA, or any similar federal or state statute assigning
responsibility for the costs of investigating or remediating releases of
contaminants into the environment.

                           (iii)    There has not occurred, nor is there
presently occurring, a release of any hazardous substance on, into or beneath
the surface of any parcel of the real property owned or leased by the Company.

         (p)      INVESTMENT REPRESENTATION. Sellers are acquiring the Notes for
their own account and not with a view to their distribution within the meaning
of Section 2(11) of the Securities Act of 1933 or any successor law (the
"Securities Act"). Each Seller is an "accredited investor" as such term is
defined in Rule 501(a) promulgated under the Securities Act.

         (q)      BOOKS AND RECORDS. The books of account, minute books, stock
record books, and other records of the Company, all of which have been made
available to Purchaser, are complete and correct and have been maintained in
accordance with sound business practices. The minute book of the Company
contains accurate and complete records of all meetings held and corporate
actions taken by, the stockholders, the Board of Directors, and committees of
the Board of Directors of the Company. At the Closing, all of those books and
records will be delivered to Purchaser.

         (r)      ACCOUNTS RECEIVABLE. All accounts receivable of the Company
that are reflected in the Financial Statements or on the accounting records of
the Company as of the Closing Date (collectively, the "Accounts Receivable')
represent or will represent valid obligations arising from sales actually made
or services actually performed in the ordinary course of business. Unless paid
prior to the Closing Date, the Accounts Receivable are or will be as of the
Closing Date (i) current and collectible within fourteen (14) days after the day
on which it first becomes due and payable or (ii) covered by an appropriate
reserve on the balance sheet of the Company. There is no contest, claim, or
right of set-off under any contract with any obligor of an Accounts Receivable.

         (s)      COMPLIANCE WITH LEGAL REQUIREMENTS. (i) The Company is in full
compliance with each legal requirement that is or was applicable to it or to the
conduct or operation of its business or the ownership or use of any of its
assets; (ii) no event has occurred nor circumstance exists that (with or without
notice or lapse of time) (A) may constitute or result in a violation by the
Company of, or a failure on the part of the Company to comply with, any legal
requirement, or (B) may give rise to any obligation on the part of the Company
to undertake, or to bear all or any portion of the cost of, any remedial action
of any nature; and (iii) the Company has not received at any time since January
1, 1997, any notice of other communication (whether oral or written) from any
governmental body or any other person or entity regarding (A) any actual,
alleged, possible, or potential violation of, or failure to comply with, any
legal requirement, or (B) any actual, alleged, possible, or potential obligation
on the part of any Acquired Company to undertake, or to bear all or any portion
of the cost of, any remedial action of any nature.


                                       7
<PAGE>

         (t)      CERTAIN PAYMENTS. Neither the Company nor any director,
officer, agent or employee of the Company has directly or indirectly made any
contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other
payment to any person, entity or authority, private or public, regardless of
form, whether in money, property, or services (i) to obtain favorable treatment
in securing business, (ii) to pay for favorable treatment secured, (iii) to
obtain special concessions or for special concessions already obtained, for or
in respect of the Company or (iv) in violation of any legal requirement or (ii)
established or maintained any fund or asset that has not been reflected in the
books and records of the Company.

         (u)      DISCLOSURE. No representation or warranty of Sellers or the
Company in this Agreement omits to state a material fact necessary to make the
statements herein not misleading.

         (v)      BROKERS OR FINDERS. Neither Sellers nor any of the Company or
their respective agents have incurred any obligation or liability, contingent or
otherwise, for brokerage or finders' fees or agents' commissions or other
similar payment in connection with this Agreement. Any and all such expenses, if
any, shall be the sole expense and responsibility of Sellers.

         6.       PURCHASER'S AND COMPANY'S REPRESENTATIONS AND WARRANTIES. The
Purchaser represents and warrants to the Sellers that each of the following
statements are true and correct upon execution of this Agreement and at all
times through Closing and thereafter:

         (a)      ORGANIZATION AND GOOD STANDING. Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the
state of its incorporation and has all requisite corporate and other power and
all necessary permits, certificates, licenses, approvals and other
authorizations required to carry on its business in the manner in which such
business is presently carried on. Purchaser is qualified to do business and is
in good standing in every state or jurisdiction in which either the ownership or
use of its properties, or the nature of the activities conducted by it, requires
such qualification or the lack thereof would have a material adverse effect on
Purchaser.

         (b)      VALID AND BINDING AGREEMENT. Purchaser has full power and
authority to execute, deliver and perform this Agreement and all other documents
and instruments to be executed by Purchaser pursuant to this Agreement without
the consent of any other person or entity. This Agreement constitutes a valid
and binding agreement of each of the Sellers, enforceable against him or her in
accordance with its terms. Upon the execution and delivery by Sellers of this
Agreement and the Noncompetition Agreements and the Sellers' Releases
(collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents
will constitute the legal, valid and binding obligations of Sellers, enforceable
against Sellers in accordance with their respective terms. Neither the execution
and delivery of this Agreement and the Sellers' Closing Documents nor the
consummation of the purchase and sale of the Shares (i) violates or will violate
any statute or law or any rule, regulation, or order of any court or
governmental authority, or (ii) violates or will violate, or conflicts with or
will conflict with, or constitutes a default under or will constitute a default
under, any contract, commitment, agreement understanding or restriction of any
kind to which the Company or any Seller is a party or may be bound.


                                       8
<PAGE>

         (c)      SECURITIES LAWS. Purchaser is acquiring the Purchased Shares
for his own accounts for investment and with no present intention of
distributing or reselling the Purchased Shares or any part thereof in any
transaction which would constitute a "distribution" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"). Purchaser understands
that the Purchased Shares have not been registered under the Securities Act or
any state securities laws and are being transferred to Purchasers in part, in
reliance on the foregoing representation.

         (d)      BROKERS OR FINDERS. Neither Purchaser or its agents have
incurred any obligation or liability, contingent or otherwise, for brokerage or
finders' fees or agents' commissions or other similar payment in connection with
this Agreement. Any and all such expenses, if any, shall be the sole expense and
responsibility of Purchaser.

         (e)      AUTHORIZATION OF SHC SHARES. The SHC Shares are authorized to
be issued.

         7.       INDIANA BUSINESS LICENSE AND QUALIFICATION.

         (a)      The Company is the registered owner of a license(s) to operate
the Company's business as a payday lender issued by the State of, a copy of
which has been delivered to Purchaser (the "Operating License"). Upon execution
of this Agreement, the Company shall apply to the State of Indiana, or such
other authority as may be required, to the extent required, to conform the
Operating License to reflect the new ownership of the Company. Sellers hereby
irrevocably consent to the continued use by the Company of the Operating License
following the Closing and until such time as the Company is licensed to operate
the Company under the Operating License without Sellers' consent, name or
participation (the "New License Date").

         (b)      During the period from the execution of this Agreement until
the New License Date, management of the Company shall be the sole and exclusive
responsibility of Purchaser and shall be governed by the terms of a management
agreement substantially in the form of the management agreement attached as
EXHIBIT D hereto (the "Management Agreement").

         8.       CONDITIONS PRECEDENT. All obligations of the parties under
this Agreement are subject to the fulfillment prior to or at the closing of each
of the following conditions:

         (a)      REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. Purchaser's
and Sellers' and Company's representations and warranties contained in this
Agreement shall be true at the time of Closing as though such representations
and warranties were made at such time.

         (b)      PERFORMANCE. Each party shall have performed and complied with
all agreements and conditions required by this Agreement to be performed or
complied with by such party prior to or at the Closing.

         (c)      PURCHASE PRICE, NOTE AND STOCK PLEDGE AGREEMENT. Purchaser
shall have delivered an executed Note and the SHC Shares. The parties shall have
executed and delivered to each other the Stock Pledge Agreement.


                                       9
<PAGE>

         (d)      NON-COMPETITION AGREEMENT AND RELEASE. Each of the Sellers
shall have delivered to Purchaser a Non-Competition Agreement, a resignation as
an officer and director, and a Release.

         (e)      BOARD APPROVAL. Purchaser's Board of Directors shall have
approved the transactions contemplated hereby. Failure of Purchaser's Board to
approve this Agreement shall render this Agreement null and void.

         (f)      LICENSE/ MANAGEMENT AGREEMENT. Either: (i) Purchaser deems, in
its sole and absolute discretion, that the Operating License will continue to be
valid without Sellers' consent, name or participation following the sale and
purchase of the Purchased Shares or (ii) the parties have entered into the
Management Agreement.

         (g)      ESCROW AGREEMENT. The parties shall have entered into an
Escrow Agreement, substantially in the form of the Escrow Agreement attached
hereto as EXHIBIT E (the "Escrow Agreement"), pursuant to which Purchaser's
counsel, Kwiatt & Ruben, Ltd. shall act as escrow agent (the "Escrow Agent")

         (h)      OTHER DOCUMENTS. Buyer shall have received such other
documents as Purchaser may reasonably request for the purpose of (i) evidencing
the accuracy of any of Seller's representations and warranties, (ii) evidencing
the performance by Seller of, or the compliance by Seller with, any covenant or
obligation required to be performed or complied with by Seller, (iii) evidencing
the satisfaction of any condition referred to in this Section 7(c), or (iv)
otherwise facilitating the consummation or performance of any of the
transactions contemplated herein.

         9.       NOTICES. All notices or other communications hereunder shall
be in writing and shall be deemed to have been duly delivered pursuant to this
Agreement, if delivered, or if telecopied, or if sent by registered or certified
mail, postage prepaid, return receipt requested, to the party at the following
address (or at such other address as shall be designated by the party hereto in
writing):

                  If to Sellers:                 Scott Tracy
                                                 15555 North Frank Lloyd Wright
                                                 Apt. 3113
                                                 Scottsdale, AZ 85260

                                                 Scott Clark
                                                 P.O. Box 399
                                                 Floyds Knobs, IN 47119

                  With a copy to:                Hancock & Hancock
                                                 413 West First Street
                                                 New Albany, IN, 47150


                                       10
<PAGE>

                  If to Purchaser:               SHC Corp.
                                                 815 W. Higgins Road
                                                 Schaumburg, IL, 60195
                                                 Attn:     CEO

                  With a copy to:                Philip E. Ruben, Esq.
                                                 Kwiatt & Ruben, Ltd.
                                                 211 Waukegan Road, Suite 300
                                                 Northfield, IL 60093

         10.      SURVIVAL. All representations, warranties, covenants and
agreements made by either party or pursuant hereto, except as otherwise
expressly stated, shall survive closing.

         11.      FURTHER ASSURANCES. The parties shall execute such further
documents, and perform such further acts, as may be necessary to consummate the
transactions contemplated hereby.

         12.      EXPENSES. Purchaser and Seller shall each be responsible for
their own expenses in connection with the transactions contemplated hereby,
including the negotiation and preparation of this Agreement and related
documents.

         13.      NON-WAIVER. Any waiver or failure of any of the parties hereto
to require the performance of any duty or obligation hereunder shall not act as
a waiver of the future compliance by the other party of the same or any like or
similar obligation.

         14.      AMENDMENT. This Agreement may only be amended by written
instrument signed all the parties hereto.

         15.      BENEFIT. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of Seller and Purchaser. Sellers may not
assign this Agreement without the prior written consent of Purchaser.

         16.      GOVERNING LAW. This Agreement is being delivered and is
intended to be performed in the State of Indiana and shall be construed and
enforced in accordance with the laws thereof.

         17.      COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original.

         18.      SEVERABILITY. Should any term, provision or section hereof be
held to be invalid, such invalidity shall not affect any other provisions or
sections hereof or thereof which can be given effect without such invalid
provision or section, all of which shall remain in full force and effect.


                                       11
<PAGE>

         19.      VARIATIONS IN PRONOUNS. All pronouns and any variations
thereof refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person or persons may require.

         20.      DESCRIPTIVE HEADINGS. The descriptive headings of the several
sections of this Agreement are inserted for convenience only and do not
constitute part of this Agreement.

         21.      ENTIRE AGREEMENT. This Agreement represents the entire
agreement and understanding of the parties hereto and all prior and concurrent
agreements, understandings, representations and warranties in regard to the
subject matter hereof are and have been merged herein.

                  [Remainder of Page Left Intentionally Blank]


                                       12
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement the day and year first above written.


                                       SELLERS:

                                       /s/ Scott Tracy
                                       -----------------------------------
                                       Scott Tracy

                                       /s/ Scott Clark
                                       -----------------------------------
                                       Scott Clark


                                       PURCHASER:

                                       SHC Corp.


                                       By:      /s/ Frank Contaldo
                                                --------------------------
                                       Title:   CEO
                                                --------------------------


                                       THE COMPANY:

                                       THE MONEY MARKET, INC.


                                       By:      /s/ Scott Clark
                                                --------------------------
                                       Title:   President
                                                --------------------------

                                       13