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                              CONSULTING AGREEMENT
                              --------------------

This Consulting Agreement (the "Agreement") is made on November 12, 1998, by and
between SONOMA HOLDING CORPORATION, a publicly traded company and its wholly
owned subsidiary PAYDAY CHECK ADVANCE, INC. D/B/A PAYDAY EXPRESS (the
"Company"), 390 South 8th Street, West Dundee, Illinois 60118, and CHURCHILL
GROUP, LTD. (the "Consultant"), 1255 North State Parkway, Suite 1N, Chicago,
Illinois 60610.

A.       The Consultant has a background in financial consulting and is willing
         to provide services to the Company based on this background.

B.       The Company desires to have financial consulting services provided by
         the Consultant.

         THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1)       DESCRIPTION OF SERVICES. Beginning on November 1, 1998, the Consultant
         shall use its best efforts to provide general financial consulting to
         the Company which shall include but is not limited to providing bank
         contracts, equity funding leads, supporting the stock price, and
         assisting and creating a market for the stock.

2)       PAYMENT TO CONSULTANT. The Company agrees that the Consultant will
         provide financial consulting.

                  The Company will pay a fee of five thousand dollars ($5,000)
         per month for twenty four (24) months commencing November 1, 1998. As
         additional compensation, upon execution, the Company will issue to the
         Consultant or their assigns, two hundred thousand (200,000) shares of
         Sonoma Holding Corporation, a NASDAQ small capital stock at no cost.

3)       RELATIONSHIP OF PARTIES. It is understood by the parties that the
         Consultant is an independent contractor with respect to the Company,
         and not an employee of the Company. The Company will not provide fringe
         benefits, including health insurance benefits, paid vacation, or any
         other employee benefit, to the Consultant.


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4)       ASSIGNMENT. The Consultant's obligations under this Agreement may not
         be assigned or transferred to any other person, firm or corporation
         without the prior written consent of the Company.

5)       NOTICES. All notices required or permitted under this Agreement shall
         be in writing and shall be deemed delivered when delivered in person or
         deposited in the United States mail, postage prepaid, addressed as
         follows:

                 Company:       SONOMA HOLDING CORPORATION
                                PAYDAY CHECK ADVANCE, INC. D/B/A PAYDAY EXPRESS
                                390 South 8th Street
                                West Dundee, Illinois  60118

                 Consultant:    CHURCHILL CROUP, LTD.
                                1255 North State Parkway, Suite 1N
                                Chicago, Illinois  60610

         Such address may be changed from time to time by either party by
         providing written notice in the manner set forth above.

6)       ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
         parties and there are no other promises or conditions in any other
         agreement whether oral or written. This Agreement supercedes any prior
         written or oral agreements between the parties.

7)       AMENDMENT. This Agreement may be modified or amended, if the amendment
         is made in writing and is signed by both parties.

8)       SEVERABILITY. If any provision of this Agreement shall be held to be
         invalid or unenforceable for any reason, the remaining provisions shall
         continue to be valid and enforceable. If a court finds that any
         provision of this Agreement is invalid or unenforceable, but that by
         limiting such provision it would become valid and enforceable, then
         such provision shall be deemed to be written, construed, and enforced
         as so limited.

9)       WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
         provision of this Agreement shall not be construed as a waiver or
         limitation of that party's right to subsequently enforce and compel
         strict compliance with every provision of this Agreement.


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10)      APPLICABLE LAW. This Agreement shall be governed by the laws of the
         State of Illinois.


Agreed this 12th day of Nov     , 1998.
           ------       --------    --

SONOMA HOLDING CORPORATION
PAYDAY CHECK ADVANCE, INC. d/b/a/ Payday Express

By:      /s/ Terrence L. Donati
         --------------------------

Title:   President
         --------------------------



CHURCHILL GROUP, LTD.

By:      Donald Grauer

Title:   President
         ---------------------------