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                          SUBORDINATED PROMISSORY NOTE

$27,500.00                                                 Northfield, Illinois
Dated:  May 24, 1999

         FOR VALUED RECEIVED, SHC Corp. (the "Debtor"), hereby promises to pay
to Twenty Seven Thousand Five Hundred and 00/100 Dollars to Scott Tracy (the
"Holder"), or at the Holder's option to his authorized agent, at such place as
further described in this Note and subject to the following payment provisions:

         (1)      TERM. The initial term of this Promissory note shall be
                  thirty-seven (37) months years, commencing from the date of
                  the Promissory Note is executed, and maturing on June 23, 2002
                  on which date any remaining amount, due thereunder shall be
                  due and payable in full.

         (2)      PAYMENT TERMS. The principal balance and interest on this
                  Promissory Note shall be payable as follows: (i) $333.65 due
                  on the date one (1) month from the date of this Note and on
                  the 24th day of each month thereafter continuing for an
                  aggregate of thirty-six (36) months and (ii) on the 24th day
                  of the 36th month following the date of this Note, the entire
                  amount owing hereunder, if any, shall be due and payable.
                  Interest shall be payable in arrears on the outstanding,
                  unpaid principal amount of this Promissory Note form the date
                  of this Promissory Note until payment in full at a rate of
                  eight percent 8% per annum. Interest payments shall be made
                  concurrently with monthly principal payments. A schedule of
                  payments is attached hereto as EXHIBIT A.

         (3)      DEFAULT. The occurrence or existence of any of the following
                  shall constitute a "Default" under this Promissory Note: (a)
                  the Debtor fails to pay principal or interest when due or
                  declared due under this Promissory Note; (b) a proceeding
                  under any bankruptcy, reorganization, insolvency or similar
                  law is filed by or against the Debtor or the Debtor's parent
                  entity or the Debtor or the Debtor's parent entity makes an
                  assignment for the benefit of creditors or (c) the Debtor is
                  in breach of its obligations under that certain Stock Purchase
                  Agreement, as herein defined, or under any documents executed
                  and delivered in connection therewith and such breach is not
                  cured within ten (10) business days after the Debtor has
                  received written notice of such breach from Holder. In the
                  event of a default, all the indebtedness evidenced by this
                  Promissory Note may, at the option of the Holder, and without
                  demand or notice of demand of any kind, be declared, and
                  thereupon shall become, immediately due and payable.

         (4)      PREPAYMENT. The Debtor shall have the right to prepay any part
                  of or all of the unpaid balance at any time without penalty.

         This Promissory Note is one of the Debtor's Subordinated Notes issued
pursuant to that certain Stock Purchase Agreement dated as of May 24, 1999 by
and among Debtor, Holder and Scott Tracy (the "Stock Purchase Agreement") .

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         Holder acknowledges and agrees that this Promissory Note and any right
to payment hereunder shall be subordinated in right to extend and in the manner
provided below in the prior payment and satisfaction in full of the Senior
indebtedness (as defined below). The term "Senior Indebtedness" shall mean the
principal of and premium, if any, and interest on, and any and all other fees,
expenses, reimbursement obligations and other amounts due pursuant to the terms
of all agreements, documents and instruments providing for, creating, securing,
or evidencing: (a) commercial or institutional indebtedness of the Debtor; or
(b) all deferrals, renewals, extensions, replacements, refinancing and
refundings of, and amendments, modifications and supplements to, any commercial
or institutional indebtedness of Debtor. Holder agrees to enter into a
subordination agreement in form and substance acceptable to the makers of Senior
Indebtedness (the "Senior Lenders"), subject to the terms hereof, upon written
request of Debtor. Unless the Debtor has received notice from a Senior Lender of
the occurrence and continuation of an event of default under any Senior
Indebtedness, the Debtor may pay, and the Holder may receive the principal
amount outstanding under this Promissory Note at the maturity of this Promissory
Note.

         The release, waiver or forbearance by the Holder to require the
performance of any duty or obligation owed to it by the Debtor shall not act as
a waiver of the future compliance by the Debtor of the same or any like or
similar obligation. The Debtor hereby waives the rights of presentment and
notice of dishonor.

         In the event that the Debtor fails to make timely payment of any of his
obligations hereunder, the Holder may forthwith exercise singularly,
concurrently, successively or otherwise any and all rights and remedies
available to the Holder hereunder or available to the Holder by law, equity,
statute or otherwise. No right or remedy conferred upon or reserved to the
Holder hereunder, or now or hereafter existing at law or in equity or by statute
or other legislative enactment, is intended to be exclusive or any other right
or remedy, and each and every such right or remedy shall be cumulative and
concurrent and shall be in addition to every other such right or remedy, and may
be pursued singly, concurrently, successively or otherwise, at the sole
discretion of the Holder, and shall not be exhausted by any one exercise thereof
but may be exercised as often as occasion therefor shall occur. The Holder's
costs and expenses in enforcing the terms hereunder, including but not limited
to reasonable attorneys' fees, shall be paid by the Debtor.

         The provisions of this Promissory Note shall be deemed made in
Illinois, construed in accordance with Illinois law and shall both bind and
benefit the Debtor, its successors, assigns, guarantors, endorsers, and any
other Person or entity now or hereafter liable hereon.

         Dated this 24th day of May, 1999.

                                    SHC Corp.


                                    By:      /s/ Frank Contaldo
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                                    Title:        CEO
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