<PAGE>

                SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

         This Settlement Agreement and Mutual General Release (this "Settlement
and Release") is made and entered into this 2nd day of April, 2000 by and
between Stuart D. Perlman individually and d/b/a Perlman & Horvitz ("Perlman"),
the Stuart D. Perlman Pension Plan & Trust (the "PSP") and their respective
officers, directors, shareholders, partners, members, employees, agents,
attorneys, representatives, predecessors, successors and assigns (collectively,
the "Perlman Group") and SHC Corp. (f/k/a VictorMaxx Technologies, Inc.) an
Illinois corporation ("VMTI"); Sonoma Holding Corp., an Illinois corporation
("Sonoma"); and any Sonoma related, affiliated or subsidiary companies; Terrence
L. Donati ("Terry"); Frank Contaldo ("Frank"); and their respective officers,
directors, shareholders, partners, members, employees, agents, attorneys,
representatives, predecessors, successors and assigns (collectively, the "VMTI
Group").

         WHEREAS, on May 15, 1998, Kevin E. Koy ("Kevin"), Maureen H. Koy
("Maureen" and Kevin's mother); Chicago Mortgage and Financial Services, Inc.
a/k/a Chicago Mortgage Company, Inc. a/k/a Chicago Mortgage Company or such
similar name ("CMFSI"); Chicago Mortgage and Financial Services, Inc. Profit
Sharing Plan & Trust "CMFSI Profit Sharing Plan"); Cambridge Financial Services,
Inc. a/k/a Cambridge Financial or such similar name "Cambridge Financial");
CorCapital Financial Partners L.L.C. a/k/a CorCapital Financial Corp or such
similar name ("CorCapital"); or any other entity, pseudonym, nominee or other
name used by Kevin, his attorneys, agents, heirs, representatives and assigns
(collectively, the Koy Group") and the VMTI Group entered into a Settlement
Agreement (the "Koy Settlement Agreement") for the stated purpose of
compromising and settling all allegations and disputed issues and any other
potential claims, allegations and disputes between them;

         WHEREAS, prior to the execution of the Koy Settlement Agreement,
litigation was commenced in the Circuit Court of Cook County by Kevin against
certain of the VMTI Group to collect an alleged $25,000 promissory note; Case
No. 98 MI 114181 (the "State Litigation");

         WHEREAS, also prior to the execution of the Koy Settlement Agreement,
some members of the VMTI Group filed a lawsuit in the United States District
Court for the Northern District of Illinois, seeking injunctive relief against
Kevin, case No. 98 C 1697 (the "Federal Litigation");

         WHEREAS, in connection with and as part of the Koy Settlement
Agreement, and concurrently with the execution of the Koy Settlement Agreement,
the Koy Group and the VMTI Group entered into an Escrow Agreement and Voting
Trust (The "Voting Trust") pursuant to which Perlman was appointed the Trustee
and Escrowee;

         WHEREAS, disputes have arisen between Perlman and the VMTI Group in
connection with Perlman's prior representation of the VMTI Group and his actions
as Escrowee and Trustee under the Voting Trust and fees and amounts allegedly
due the Perlman Group by the VMTI Group and amounts allegedly due the VMTI Group
by the Perlman Group; and


                                       1
<PAGE>

         WHEREAS, in order to avoid the cost of continuing litigation and
without admitting any liability, the Perlman Group and the VMTI Group have
agreed to settle and compromise, on the terms set forth herein, all claims,
disputes and issues between them.

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

         1.       OBLIGATIONS OF THE PERLMAN GROUP. Concurrently with the
execution of this Settlement and Release, the Perlman Group agrees:

          a.      to return and deliver to the VMTI Group a stock certificate
                  evidencing 1,000,000 shares of VMTI common stock of the
                  Company having a par value of $0.001 issued in the name of the
                  Stuart D. Perlman Profit Sharing Plan (the "Settlement
                  Shares"); together with a duly executed, medallion guaranteed
                  stock power in the form of the stock power attached hereto as
                  EXHIBIT A and any other documents or instruments requested by
                  the VMTI Group or its counsel which may be necessary or
                  appropriate, in the discretion of the VMTI Group, in order to
                  transfer title of the Settlement Shares;

          b.      to deliver to the VMTI Group his resignation as Trustee and as
                  Escrowee under the Voting Trust, together with any and all
                  stock certificates, documents, instruments and other items
                  held by Perlman in his capacity as Trustee or Escrowee under
                  the Voting Trust;

          c.      to deliver to VMTI or, at VMTI's option, its counsel all
                  records, files and documents held by or under the control of
                  Perlman, if any, relating to Perlman's prior representation of
                  VMTI as counsel to VMTI (the VMTI Group acknowledges that
                  Perlman has previously delivered to the VMTI Group certain
                  materials which Perlman has represented constitutes all such
                  records, files and documents); and

          d.      to immediately file a withdrawal of Perlman's appearance on
                  behalf of VMTI in the Federal Litigation and in any other
                  litigation, if any, in which Perlman has filed an appearance
                  on behalf of the VMTI Group or any of its members.

         2.       OBLIGATIONS OF THE VMTI GROUP. Concurrently with the execution
of this Settlement and Release, the VMTI Group agrees to deliver to Perlman
$20,000 in the form of a certified check or, at the option of Perlman, by wire
transfer.

         3.       MUTUAL OBLIGATIONS OF THE PERLMAN GROUP AND THE VMTI GROUP.
Concurrently with the execution of this Settlement and Release, the Perlman
Group and the VMTI Group agree to present, as soon as is practicable, an agreed
order, in the form attached hereto as EXHIBIT B and made a part hereof, to the
Court hearing the Federal Litigation which:


                                       2
<PAGE>

         a.       enters a withdrawal of Perlman's (and if applicable Perlman &
                  Horvitz's) appearance on behalf of VMTI;

         b.       dismisses with prejudice Perlman's Fee petition currently
                  pending before the court; and

         c.       strikes the evidentiary hearing relating to Perlman's fee
                  petition currently scheduled to take place on April 10, 2000.

         3.       REPRESENTATIONS AND WARRANTIES OF THE VMTI GROUP. Each of the
members of the VMTI Group represents and warrants to the Perlman Group as
follows:

         a.       ORGANIZATION, GOOD STANDING. VMTI is a corporation duly
                  organized, validly existing and in good standing under the
                  laws of the State of Illinois and has all requisite corporate
                  and other power and all necessary permits, certificates,
                  licenses, approvals and other authorizations required to carry
                  on and conduct its business and to own, lease, use and operate
                  its properties at the locations where VMTI does business and
                  in the manner in which such business is presently carried on
                  and conducted or where the lack thereof would have a material
                  adverse effect on VMTI.

         b.       AUTHORITY. Each of the VMTI Group has full power and authority
                  to execute, deliver and perform this Settlement and Release
                  and any other documents and instruments to be executed by the
                  any of VMTI Group pursuant to this Settlement and Release
                  without the consent of any other person. This Settlement and
                  Release, and the transactions contemplated by it, have been
                  validly approved and authorized by the Board of Directors of
                  VMTI and its officer or officers executing this Settlement and
                  Release have been duly authorized for that purpose.

         c.       VALID AND BINDING AGREEMENT. This Settlement and Release
                  constitutes a valid and binding agreement of each of the VMTI
                  Group, enforceable against them in accordance with its terms.
                  Neither the execution and delivery of this Settlement and
                  Release or the performance by the VMTI Group hereunder (i)
                  violates or will violate any statute or law or any rule,
                  regulation or order of any court or governmental authority
                  applicable to the VMTI Group, 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 or agreement to which any of
                  the VMTI Group is a party or by which any of the VMTI Group is
                  bound.

         4.       REPRESENTATIONS AND WARRANTIES OF THE PERLMAN GROUP. Each of
the Perlman Group represents to the VMTI Group as follows:

         a.       [INTENTIONALLY DELETED]

         b.       AUTHORITY. Each of the Perlman Group has full power and
                  authority to execute, deliver and perform this Settlement and
                  Release and all other documents and


                                       3
<PAGE>

                  instruments to be executed by any of the Perlman Group
                  pursuant to this Settlement and Release without the consent of
                  any other person. This Settlement and Release, and the
                  transactions contemplated by it, have been validly approved
                  and authorized by the Board of Directors of Perlman & Horvitz
                  and its officer or officers executing this Settlement and
                  Release have been duly authorized for that purpose.

         c.       VALID AND BINDING AGREEMENT. This Settlement and Release
                  constitutes a valid and binding agreement of each of the
                  Perlman Group, enforceable against them in accordance with its
                  terms. Neither the execution and delivery of this Settlement
                  and Release or the performance by any of the Perlman Group
                  hereunder (i) violates or will violate any statute or law or
                  any rule, regulation or order of any court or governmental
                  authority applicable to any of the Perlman Group, 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 or agreement to which
                  any of the Perlman Group is a party or by which any of the
                  Perlman Group is bound.

         d.       DELIVERY OF RECORDS. Perlman has previously delivered to VMTI
                  or its attorneys all records, files and documents relating his
                  representation of VMTI and upon execution hereof Perlman will
                  no longer be in possession of any such materials (excepting
                  copies he may have made).

         5.       RELEASE OF CLAIMS.

         a.       In consideration of the promises of the VMTI Group under this
                  Settlement and Release, each of the Perlman Group hereby
                  unconditionally releases and forever discharges each of the
                  VMTI Group, their successors and assigns, and their respective
                  officers, directors, shareholders, partners, members,
                  employees, agents, and attorneys, past and present, ("Released
                  VMTI Parties," individually each is a "Released VMTI Party"),
                  from each and every action, charge, claim, right, liability or
                  demand of any kind or nature, known or unknown, that any of
                  the Perlman Group had, now has or may through the effective
                  date of this Settlement and Release have against Contaldo,
                  Donati or VMTI or any other Released VMTI Party based on
                  actions or events prior to the effective date of this
                  Settlement and Release. Without limiting the generality of the
                  foregoing, specifically included in this release and discharge
                  are each and every action, charge, claim, right, liability or
                  demand of any kind or nature, known or unknown, any of the
                  Perlman Group had, now has, or may have through the effective
                  date of this Settlement and Release, arising under any law,
                  constitution, rule, regulation, statute, or common law theory,
                  whether in tort, contract, equity, or otherwise, including
                  without limitation any fees for services performed by any of
                  the Perlman Group as attorneys, Trustee or Escrowee for the
                  VMTI Group. Any action, charge, claim, right, liability,
                  demand or other legal proceeding released and discharged under
                  this Section is hereinafter referred to as a "Claim".


                                       4
<PAGE>

                  Each of the Perlman Group further agrees that it will not
                  instigate, advise or encourage any other person, group of
                  persons, or any entity to file suit against any of the VMTI
                  Group or any other Released VMTI Party, and that it will not
                  assist in any action against any of the VMTI Group or any
                  other Released VMTI Party, except in response to any court
                  issued subpoena, notice of deposition or inquiry from a
                  governmental agency, and it further represents and warrants
                  that it has not filed any legal or administrative action of
                  any kind against any of the VMTI Group or any other Released
                  VMTI Party.

         b.       In consideration of the promises of the Perlman Group under
                  this Settlement and Release, each of the VMTI Group hereby
                  unconditionally releases and forever discharges each of the
                  Perlman Group, their successors and assigns, and their
                  respective officers, directors, shareholders, partners,
                  members, employees, agents, and attorneys, past and present,
                  ("Released Perlman Parties," individually each is a "Released
                  Perlman Party"), from each and every action, charge, claim,
                  right, liability or demand of any kind or nature, known or
                  unknown, that any of the VMTI Group had, now has or may
                  through the effective date of this Settlement and Release have
                  against any of the Perlman Group or any other Released Perlman
                  Party based on actions or events prior to the effective date
                  of this Settlement and Release. Without limiting the
                  generality of the foregoing, specifically included in this
                  release and discharge are each and every action, charge,
                  claim, right, liability or demand of any kind or nature, known
                  or unknown, any of the VMTI Group had, now has, or may have
                  through the effective date of this Settlement and Release,
                  arising under any law, constitution, rule, regulation,
                  statute, or common law theory, whether in tort, contract,
                  equity, or otherwise, including without limitation any shares
                  of stock of VMTI previously delivered to Perlman (other than
                  the Settlement Shares). Any action, charge, claim, right,
                  liability, demand or other legal proceeding released and
                  discharged under this Section is hereinafter referred to as a
                  "Claim".

                  Each of the VMTI Group further agrees that it will not
                  instigate, advise or encourage any other person, group of
                  persons, or any entity to file suit against any of the Perlman
                  Group or any other Released Perlman Party, and that it will
                  not assist in any action against any of the Perlman Group or
                  any other Released Perlman Party, except in response to any
                  court issued subpoena, notice of deposition or inquiry from a
                  governmental agency, and it further represents and warrants
                  that it has not filed any legal or administrative action of
                  any kind against any of the Perlman Group or any other
                  Released Perlman Party.

         6.       AGREEMENT NOT TO SUE.

         a.       In consideration of the promises of the parties under this
                  Settlement and Release, the VMTI Group agrees on behalf of
                  itself and its owners, beneficiaries, partners, successors and
                  assigns never to institute, directly or indirectly, any action
                  or proceeding of any kind against any of the Perlman Group or
                  any other Released Perlman Party to enforce a Claim, except
                  for an action or proceeding specifically


                                       5
<PAGE>

                  and expressly not released by this Settlement and Release
                  or to enforce this Settlement and Release.

         b.       In consideration of the promises of the parties under this
                  Settlement and Release, the Perlman Group agrees on behalf of
                  itself and its owners, beneficiaries, partners, successors and
                  assigns never to institute, directly or indirectly, any action
                  or proceeding of any kind against any of the VMTI Group or any
                  other Released VMTI Party to enforce a Claim, except for an
                  action or proceeding specifically and expressly not released
                  by this Settlement and Release or to enforce this Settlement
                  and Release.

         7.       AGREEMENT AS COMPLETE DEFENSE. In consideration of the
promises of the parties under this Settlement and Release, the parties hereby
agree that if any party files a Claim or a Claim is filed on a party's behalf,
except for an action or proceeding specifically and expressly not released by
this Settlement and Release, this Settlement and Release shall constitute a
complete defense to such Claim.

         9.       COSTS AND ATTORNEYS' FEES. The Perlman Group and the VMTI
Group agree that each shall bear its own costs and attorneys' fees in connection
with entering into this Settlement and Release and the circumstances underlying
this Settlement and Release. In the event of litigation to enforce the terms of
this Settlement and Release, the prevailing party shall be entitled to recover
from the non-prevailing party reasonable attorneys' fees and court costs
incurred.

         10.      NO ADDITIONAL CLAIMS. Each of the Perlman Group understands
and agrees that it has no additional claims against Contaldo, Donati, any of the
VMTI Group or any other Released VMTI Party other than those specified herein.
Each of the VMTI Group understands and agrees that they have no additional
claims against Perlman or any of the Perlman Group other than those specified
herein.

         11.      DISCLAIMER OF LIABILITY. The parties understand and agree that
this Settlement and Release does not constitute and shall not be construed as an
admission of liability or wrongdoing by any party or any other Released Party
with respect to any claims asserted by any party, and that each party and the
other Released Parties expressly denies that they collectively have, that more
than one of them have, or that any one of them has done anything wrong or
unlawful regarding the other parties.

         12.      COVENANTS OF THE PERLMAN GROUP AND THE VMTI GROUP.

         a.       Perlman covenants and agrees that following the execution of
                  this Settlement and Release, he will provide reasonable
                  cooperation to the VMTI Group (at no cost to the VMTI Group)
                  in connection with any actions required to terminate the
                  Voting Trust Agreement, if any, and agrees to execute such
                  documents as may be reasonably requested by the VMTI Group in
                  order to carry out the purposes of this Settlement and
                  Release, and any other matters requiring Perlman's
                  cooperation, if any.


                                       6
<PAGE>

         b.       VMTI acknowledges that following the return of the Settlement
                  Shares, the Perlman Group will remain the owner of 1,000,000
                  shares of VMTI common stock (the "Retained Shares") and that
                  it is contemplated that the Perlman Group will submit the
                  certificate evidencing Retained Shares to VMTI's stock
                  transfer agent for removal of the restrictive legend. Provided
                  that Perlman provides to the VMTI Group and its counsel
                  appropriate documentation as requested by VMTI and/or its
                  counsel, VMTI shall cause its counsel to deliver to VMTI's
                  stock transfer agent an opinion authorizing the removal of the
                  restrictive legend on the Retained Shares.

         13.      APPLICABLE LAW. This Settlement and Release shall be governed
and construed in accordance with the laws of the State of Illinois to the extent
state law is applicable.

         14.      BINDING EFFECT. This Settlement and Release shall be binding
upon the heirs, administrators, executors, successors and assigns of the VMTI
Group and the Perlman Group.

         15.      NO RELIANCE ON OUTSIDE PROMISES. The parties acknowledge that
they have not relied upon any promises made by any party or by any other
Released Party, other than those specifically contained herein, as an inducement
to execute this Settlement and Release.

         16.      ENFORCEABILITY. If any term or provision, or any part of any
term or provision of this Settlement and Release is held unenforceable, it shall
be severed as narrowly as possible and the remaining terms and provisions shall
be enforced in accordance with the tenor of this Settlement and Release.

         17.      COMPLETE AGREEMENT. This Settlement and Release contains the
entire understanding between the VMTI Group and the Perlman Group and supersedes
all prior agreements and understandings relating to the subject matter hereof.

         18.      COUNTERPARTS. This Settlement and Release may be executed in
counterparts, each of which shall be deemed an original and shall, when taken
together, be deemed to be one and the same Settlement Agreement.

                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


                                       7
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Settlement and
Release this 2nd day of April, 2000.

         STUART PERLMAN,
         individually and d/b/a PERLMAN & HORVITZ :            [SEAL]
             /s/ Stuart Perlman                           /s/ Mitchell D. Pawlan
         ---------------------------------------          ----------------------
                                                             Notary Public

         STUART D. PERLMAN PENSION PLAN & TRUST:
                                                               [SEAL]
         By: /s/ Stuart D. Perlman                        /s/ Mitchell D. Pawlan
            -------------------------------------         ----------------------
         Its:    TTEE                                         Notary Public
             ------------------------------------

         SHC CORP. (a/k/a Sonoma Holding Corp.)(f/k/a Victormaxx Technologies,
Inc.)

         By: /s/ Terrence L. Donati                            [SEAL]
            -------------------------------------         /s/ Allen D. Katz
         Its: President                                   ----------------------
             ------------------------------------             Notary Public


         FRANK A. CONTALDO, individually:                      [SEAL]
             /s/ Frank A. Contaldo                        /s/ Lisa Gianfrancisco
         ---------------------------------------          ----------------------
                                                              Notary Public

         TERRENCE L. DONATI, individually:                     [SEAL]
             /s/ Terrence L. Donati                       /s/ Allen D. Katz
         ---------------------------------------          ----------------------
                                                              Notary Public


                                       8
<PAGE>

                                    EXHIBIT A
                                       TO
                             SETTLEMENT AND RELEASE


                                   STOCK POWER

FOR VALUE RECEIVED, ______________________________ hereby sells, assigns and
transfers unto __________________________________ , One Million (1,000,000)
Shares of the Common Stock of SHC Corp. (f/k/a VictorMaxx Technologies, Inc.),
an Illinois corporation, standing in his name on the books of said Company and
represented by Certificate No(s). _______________________ herewith and does
hereby irrevocably constitute and appoint ________________________ his/its
attorney to transfer said stock on the books of the Company with full power of
substitution in the premises.

  Dated:  ___________________________


                                            ------------------------------------
                                            signature -- must match exactly the
                                            name on the stock certificate


                                            ------------------------------------
                                            print name - must match exactly the
                                            name on the stock certificate


MEDALLION GUARANTEE:


-------------------------------------


                                       9