<PAGE>

                                LOAN AGREEMENT

<TABLE>
<CAPTION>

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         PRINCIPAL    LOAN DATE      MATURITY     LOAN NO    CALL   COLLATERAL     ACCOUNT    OFFICER    INITIALS
<S>     <C>            <C>           <C>             <C>      <C>   <C>           <C>             <C>     <C>
       $1,000,000.00    11-24-1998    11-24-1999      4861            12, 18         8756          ED
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  References in the shaded area are for Lender's use only and do not limit the applicability of this document to
  any particular loan or item.
-------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

<S>                                                                  <C>
BORROWER:  PAYDAY CHECK ADVANCE, INC. (TIN: 36-4151096)              LENDER:  BRICKYARD BANK
           380 SOUTH EIGHTH ST., SECOND FLOOR                                 4576 N. LINCOLN AVENUE
           WEST DUNDEE, IL 80118                                              LINCOLNWOOD, IL 60645-3831
===================================================================================================================
</TABLE>

THIS LOAN AGREEMENT between PAYDAY CHECK ADVANCE, INC. ("Borrower") and
BRICKYARD BANK ("Lender") is made and executed on the following terms and
conditions. Borrower has received prior commercial loans from Lender or has
applied to Lender for a commercial loan or loans and other financial
accommodations, including those which may be described on any exhibit or
schedule attached to this Agreement. All such loans and financial
accommodations, together with all future loans and financial accommodations
from Lender to Borrower, are referred to in this Agreement individually as
the "Loan" and collectively as the "Loans". Borrower understands and agrees
that: (a) in granting, renewing, or extending any Loan, Lender is relying
upon Borrower's representations, warranties, and agreements, as set forth in
this Agreement; (b) the granting, renewing, or extending of any Loan by
Lender at all times shall be subject to Lender's sole judgment and
discretion; and (c) all such Loans shall be and shall remain subject to the
following terms and conditions of this Agreement.

TERM. This Agreement shall be effective as of November 24, 1998, and shall
continue thereafter until all indebtedness of Borrower to Lender has been
performed in full and the parties terminate this Agreement in writing.

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references
to dollar amounts shall mean amounts in lawful money of the United States of
America.

    AGREEMENT. The word "Agreement" means this Loan Agreement, as this Loan
    Agreement may be amended or modified from time to time, together with
    all exhibits and schedules attached to this Loan Agreement from time to
    time.

    ACCOUNT. The word "Account" means a trade account, account receivable,
    or other right to payment for goods sold or services rendered owing to
    Borrower (or to a third party grantor acceptable to Lender).

    ACCOUNT DEBTOR. The words "Account Debtor" mean the person or entity
    obligated upon an Account.

    ADVANCE. The word "Advance" means a disbursement of Loan funds under this
    Agreement.

    BORROWER. The word "Borrower" means PAYDAY CHECK ADVANCE, INC. The word
    "Borrower" also includes, as applicable, all subsidiaries and affiliates
    of Borrower as provided below in the paragraph titled "Subsidiaries and
    Affiliates."

    BORROWING BASE. The words "Borrowing Base" mean, as determined by Lender
    from time to time, the lessor of (a) $999,856.50; or (b) 80.000% of the
    aggregate amount of Eligible Accounts.

    CERCLA. The word "CERCLA" means the Comprehensive Environmental
    Response, Compensation, and Liability Act of 1980, as amended.

    COLLATERAL. The word "Collateral" means and includes without limitation
    all property and assets granted as collateral security for a Loan,
    whether real or personal property, whether granted directly or
    indirectly, whether granted now or in the future, and whether granted in
    the form of a security Interest, mortgage, deed of trust, assignment,
    pledge, chattel mortgage, chattel trust, factor's lien, equipment trust,
    conditional sale, trust receipt, lien, charge, lien or title retention
    contract, lease or consignment intended as a security device, or any
    other security or lien interest whatsoever, whether created by law,
    contract, or otherwise. The word "Collateral" includes without
    limitation all collateral described below in the section titled
    "COLLATERAL."

    ELIGIBLE ACCOUNTS. The words "Eligible Accounts" mean, at any time, all
    of Borrower's Accounts which contain selling terms and conditions
    acceptable to Lender. The net amount of any Eligible Account against
    which Borrower may borrow shall exclude all returns, discounts, credits,
    and offsets of any nature. Unless otherwise agreed to by Lender in
    writing, Eligible Accounts do not include:

         (a) Accounts with respect to which the Account Debtor is an
         officer, an employee or agent of Borrower.

         (b) Accounts with respect to which the Account Debtor is a
         subsidiary of, or affiliated with or related to
         Borrower or its shareholders, officers, or directors.

         (c) Account with respect to which goods are placed on consignment,
         guaranteed sale, or other terms by reason of which the payment by
         the Account Debtor may be conditional.

         (d) Accounts with respect to which Borrower is or may become liable
         to the Account Debtor for goods sold or services rendered by the
         Account Debtor to Borrower.

         (e) Accounts which are subject to dispute, counterclaim, or setoff.

         (f) Accounts with respect to which the goods have not been shipped
         or delivered, or the services have not been rendered, to the
         Account Debtor.

         (g) Accounts with respect to which Lender, in its sole discretion,
         deems the creditworthiness or financial condition of the Account
         Debtor to be unsatisfactory.

         (h) Accounts of any Account Debtor who has filed or has had filed
         against it a petition in bankruptcy or an application for relief
         under any provision of any state or federal bankruptcy, insolvency,
         or debtor-in-relief acts; or who has had appointed a trustee,
         custodian, or receiver for the assets of such Account Debtor, or
         who has made an assignment for the benefit of creditors or has
         become insolvent or fails generally to pay its debts (including
         its payrolls) as such debts become due.

         (i) Accounts with respect to which the Account Debtor is the United
         States government or any department or agency of the United States.

         (j) Accounts which have not been paid in full within 90 DAYS from
         the invoice date.

    ERISA. The word "ERISA" means the Employee Retirement Income Security
    Act of 1974, as amended.

    EVENT OF DEFAULT. The words "Event of Default" mean and include without
    limitation any of the Events of Default set forth below in the section
    titled "EVENTS OF DEFAULT".

    EXPIRATION DATE. The words "Expiration Date" mean the date of termination
    of Lender's commitment to lend under this Agreement.

    GRANTOR. The word "Grantor" means and includes without limitation each
    and all of the persons or entities granting a Security Interest in any
    Collateral for the indebtedness, including without limitation all
    Borrowers granting such a Security Interest.

<PAGE>

11-24-1998                      LOAN AGREEMENT                           PAGE 2
                                  (CONTINUED)
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    GUARANTOR. The word "Guarantor" means and includes without limitation
    each and all of the guarantors, sureties, and accommodation parties in
    connection with any indebtedness.

    INDEBTEDNESS. The word "Indebtedness" means and includes without
    limitation all Loans, together with all other obligations, debts and
    liabilities of Borrower to Lender, or any one or more of them, as well
    as all claims by Lender against Borrower, or any one or more of them:
    whether now or hereafter existing, voluntary or involuntary, due or not
    due, absolute or contingent, liquidated; whether Borrower may be liable
    individually or jointly with others; whether Borrower may be obligated
    as a guarantor, surety, or otherwise; whether recovery upon such
    Indebtedness may be or hereafter may become barred by any statute of
    limitations; and whether such Indebtedness may be or hereafter may
    become otherwise unenforceable.

    LENDER. The word "Lender" means BRICKYARD BANK, its successors and
    assigns.

    LINE OF CREDIT. The words "Line of Credit" mean the credit facility
    described in the Section titled "LINE OF CREDIT" below.

    LOAN. The word "Loan" or "Loans" means and includes without limitation
    any and all commercial loans and financial accommodations from Lender to
    Borrower, whether now or hereafter existing, and however evidenced,
    including without limitation those loans and financial accommodations
    described herein or described on any exhibit or schedule attached to
    this Agreement from time to time.

    NOTE. The word "Note" means and includes without limitation Borrower's
    promissory note or notes, if any, evidencing Borrower's Loan obligations
    in favor of Lender, as well as any substitute, replacement or
    refinancing note or notes therefor.

    PERMITTED LIENS. The words "Permitted Liens" mean: (a) liens and
    security interests securing indebtedness owed by Borrower to Lender; (b)
    liens for taxes, assessments, or similar charges either not yet due or
    being contested in good faith; (c) liens of materialmen, mechanics,
    warehousemen, or carriers, or other like liens arising in the ordinary
    course of business and securing obligations which are not yet
    delinquent; (d) purchase money liens or purchase money security
    Interests upon or in any property acquired or held by Borrower in the
    ordinary course of business to secure indebtedness outstanding on the
    date of this Agreement or permitted to be incurred under the paragraph
    of this Agreement titled "Indebtedness and Liens"; (e) liens and
    security interests which, as of the date of this Agreement, have been
    disclosed to and approved by the Lender in writing; and (f) those liens
    and security interests which in the aggregate constitute an immaterial
    and insignificant monetary amount with respect to the net value of
    Borrower's assets.

    RELATED DOCUMENTS. The words "Related Documents" mean and include
    without limitation all promissory notes, credit agreements, loan
    agreements, environmental agreements, guaranties, security agreements,
    mortgages, deeds of trust, and all other instruments, agreements and
    documents, whether now or hereafter existing, executed in connection
    with the Indebtedness.

    SECURITY AGREEMENT. The words "Security Agreement" mean and include
    without limitation any agreements, promises, covenants, arrangements,
    understandings or other agreements, whether created by law, contract, or
    otherwise, evidencing, governing, representing, or creating a Security
    Interest.

    SECURITY INTEREST. The words "Security Interest" mean and include
    without limitation any type of collateral security, whether in the form
    of a lien, charge, mortgage, deed of trust, assignment, pledge, chattel
    mortgage, chattel trust, factor's lien, equipment trust, conditional
    sale, trust receipt, lien or title retention contract, lease or
    consignment intended as a security device, or any other security or lien
    interest whatsoever, whether created by law, contract, or otherwise.

    SARA. The word "SARA" means the Superfund Amendments and Reauthorization
    Act of 1986 as now or hereafter amended.

LINE OF CREDIT. The Lender agrees to make Advances to Borrower from time to
time from date of this Agreement to the Expiration Date, provided the
aggregate amount of such Advances outstanding at any time does not exceed the
Borrowing Base. Within the foregoing limits, Borrower may borrow, partially
or wholly prepay, and reborrow under this Agreement as follows.

    CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make any
    Advance to or for the account of Borrower under this Agreement is
    subject to the following conditions precedent, with all documents,
    instruments, opinions, reports, and other items required under this
    Agreement to be in form and substance satisfactory to Lender:

         (a) Lender shall have received evidence that this Agreement and all
         Related Documents have been duly authorized, executed, and
         delivered by Borrower to Lender.

         (b) Lender shall have received such opinions of counsel,
         supplemental opinions, and documents as Lender may request.

         (c) The security interests in the Collateral shall have been duly
         authorized, created, and perfected with first lien priority and
         shall be in full force and effect.

         (d) All guaranties required by Lender for the Line of Credit shall
         have been executed by each Guarantor, delivered to Lender, and be
         in full force and effect.

         (e) Lender, at its option and for its sole benefit, shall have
         conducted an audit of Borrower's Accounts, books, records, and
         operations, and Lender shall be satisfied as to their condition.

         (f) Borrower shall have paid to Lender all fees, costs, and
         expenses specified in this Agreement and the Related Documents as
         are then due and payable.

         (g) There shall not exist at the time of any Advance a condition
         which would constitute an Event of Default under this Agreement,
         and Borrower shall have delivered to Lender the compliance
         certificate called for in the paragraph below titled " Compliance
         Certificate".

    MAKING LOAN ADVANCES. Advances under the Line of Credit may be requested
    either orally or in writing by authorized person. Lender may, but need
    not, required that all oral requests be confirmed in writing. Each
    Advance shall be conclusively deemed to have been made at the request of
    and for the benefit of Borrower (a) when credited to any deposit account
    of Borrower maintained with Lender or (b) when advanced in accordance
    with the instructions of an authorized person, Lender, at its option,
    may set a cutoff time, after which all requests for Advances will be
    treated as having been requested on the next succeeding Business Day.

    MANDATORY LOAN REPAYMENTS. If at any time the aggregate principal amount
    of the outstanding Advances shall exceed the applicable Borrowing Base,
    Borrower, immediately upon written or oral notice from Lender, shall pay
    to Lender an amount equal to the difference between the outstanding
    principal balance of Advances and the Borrowing Base. On the Expiration
    Date, Borrower shall pay to Lender in full the aggregate unpaid
    principal amount of all Advances then outstanding and all accrued unpaid
    interest, together with all other applicable fees, costs and charges, if
    any, not yet paid.

    LOAN ACCOUNT. Lender shall maintain on its books a record of account in
    which Lender shall make entries for each Advance and such other debits
    and credits as shall be appropriate in connection with the credit
    facility. Lender shall provide Borrower with periodic statements of
    Borrower's account, which statements shall be considered to be correct
    and conclusively binding on Borrower unless Borrower notifies Lender to
    the contrary within thirty (30) days after Borrower's receipt of any
    such statement which Borrower deems to be incorrect.

<PAGE>

11-24-1998                      LOAN AGREEMENT                           PAGE 3
                                  (CONTINUED)
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COLLATERAL. To secure payment of the Line of Credit and performance of all other
Loans, obligations and duties owed by Borrower to Lender. Borrower (and others,
if required) shall grant to Lender Security Interests in such property and
assets as Lender may require (the "Collateral"), including without limitation
Borrower's present and future Accounts and general intangibles. Lender's
Security interests in the Collateral shall be continuing liens and shall include
the proceeds and products of the Collateral, including without limitation the
proceeds of any insurance. With respect to the Collateral. Borrower agrees and
represents and warrants to Lender:

    PERFECTION OF SECURITY INTERESTS.  Borrower agrees to execute such
    financing statements and to take whatever other actions are requested by
    Lender to perfect and continue Lender's Security interests in the
    Collateral.  Upon request of Lender, Borrower will deliver to Lender any
    and all of the documents evidencing or constituting the Collateral, and
    Borrower will note Lender's interest upon any and all chattel paper if
    not delivered to Lender for possession by Lender.  Contemporaneous with
    the execution of this Agreement, Borrower will execute one or more UCC
    financing statements and any similar statements as may be required by
    applicable law, and will file such financing statements and all such
    similar statements in the appropriate location or locations.  Borrower
    hereby appoints Lender as its irrevocable attorney-in-fact for the
    purpose of executing any documents necessary to perfect or to continue
    any Security interest.  Lender may at any time, and without further
    authorization from Borrower, file a carbon, photograph, facsimile, or
    other reproduction of any financing statement for use as a financing
    statement.  Borrower will reimburse Lender for all expenses for the
    perfection, termination, and the continuation of the perfection of
    Lender's security interest in the Collateral.  Borrower promptly will
    notify Lender of any change in Borrower's name including any change to
    the assumed business names of Borrower.  Borrower also promptly will
    notify Lender of any change in Borrower's Social Security Number or
    Employer Identification Number.  Borrower further agrees to notify
    Lender in writing prior to any change in address or location of
    Borrower's principal governance office or should Borrower merge or
    consolidate with any other entity.

    COLLATERAL RECORDS.  Borrower does now, and at all times hereafter
    shall, keep correct and accurate records of the Collateral, all of which
    records shall be available to Lender or Lender's representative upon
    demand for inspection and copying at any reasonable time.  With respect
    to the Accounts, Borrower agrees to keep and maintain such records as
    Lender may require, including without limitation information concerning
    Eligible Accounts and Account balances and agings.

    COLLATERAL SCHEDULES.  Concurrently with the execution and delivery of
    this Agreement, Borrower shall execute and deliver to Lender a schedule
    of Accounts and Eligible Accounts, in form and substance satisfactory to
    the Lender.  Thereafter Borrower shall execute and deliver to Lender
    such supplemental schedules of Eligible Accounts and such other matters
    and information relating to Borrower's Accounts as Lender may request.
    Supplemental schedules shall be delivered according to the following
    schedule:  ACCOUNTS RECEIVABLE AGING SCHEDULE TO BE DELIVERED WEEKLY.

    REPRESENTATIONS AND WARRANTIES CONCERNING ACCOUNTS.  With respect to the
    Accounts, Borrower represents and warrants to Lender: (a) Each Account
    represented by Borrower to be an Eligible Account for purposes of this
    Agreement conforms to the requirements of the definition of an Eligible
    Account; (b) All Account information listed on schedules delivered to
    Lender will be true and correct, subject to immaterial variance; and (c)
    Lender, its assigns, or agents shall have the right at any time and at
    Borrower's expense to inspect, examine, and audit Borrower's records and
    to confirm with Account Debtors the accuracy of such Accounts.

REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants to Lender,
as of the date of this Agreement, as of the date of each disbursement of Loan
proceeds, as of the date of any renewal, extension or modification of any
Loan, and at all times any indebtedness exists:

    ORGANIZATION.  Borrower is a corporation which is duly organized,
    validly existing, and in good standing under the laws of the State of
    Illinois and is validly existing and in good standing in all states in
    which Borrower is doing business.  Borrower has the full power and
    authority to own its properties and to transact the businesses in which
    it is presently engaged or presently proposes to engage.  Borrower also
    is duly qualified as a foreign corporation and is in good standing in
    all states in which the failure to so qualify would have a material
    adverse effect on its businesses or financial condition.

    AUTHORIZATION.  The execution, delivery, and performance of this
    Agreement and all Related Documents by Borrower, to the extent to be
    executed, delivered or performed by Borrower, have been duly authorized
    by all necessary action by Borrower, do not require the consent or
    approval of any other person, regulatory authority or governmental body;
    and do not conflict with, result in a violation of, or constitute a
    default under (a) any provision of its articles of incorporation or
    organization, or bylaws, or any agreement or other instrument binding
    upon Borrower upon Borrower or (b) any law, governmental regulation,
    court decree, or order applicable to Borrower.

    FINANCIAL INFORMATION.  Each financial statement of Borrower supplied to
    Lender truly and completely disclosed Borrower's financial condition as
    of the date of the statement, and there has been no material adverse
    change in Borrower's financial condition subsequent to the date of the
    most recent financial statement supplied to Lender.  Borrower has no
    material contingent obligations except as disclosed in such financial
    statements.

    LEGAL EFFECT.  This Agreement constitutes, and any instrument or
    agreement required hereunder to be given by Borrower when delivered will
    constitute legal, valid and binding obligations of Borrower enforceable
    against Borrower in accordance with their respective terms.

    PROPERTIES.  Except for Permitted Liens, Borrower owns and has good
    title to all of Borrower's properties free and clear of all Security
    Interests, and has not executed any security documents or financing
    statements relating to such properties.  All of Borrower's properties
    are titled in Borrower's legal name, and Borrower has not used, or filed
    a financing statement, under any other name for at least the last five
    (5) years.

    HAZARDOUS SUBSTANCES.  The terms "hazardous waste," "hazardous
    substance," "disposal," "release," and "threatened release," as used in
    this Agreement, shall have the same meanings as set forth in the
    "CERCLA," "SARA," the Hazardous Materials Transportation Act, 49 U.S.C.
    Section 1801, et seq., the Resource Conservation and Recovery Act, 42
    U.S.C. Section 6901, et seq., or other applicable state or Federal laws,
    rules, or regulations adopted pursuant to any of the foregoing.  Except
    as disclosed to and acknowledged by Lender in writing, Borrower
    represents and warrants that: (a) During the period of Borrower's
    ownership of the properties, there has been no use, generation,
    manufacture, storage, treatment, disposal, release or threatened release
    of any hazardous waste or substance by any person on, under, about or
    from any of the properties. (b) Borrower has no knowledge of, or reason
    to believe that there has been (i) any use, generation, manufacture,
    storage, treatment, disposal, release, or threatened release of any
    hazardous waste or substance on, under, about or from the properties by
    any prior owners or occupants of any of the properties, or (ii) any
    actual or threatened litigation or claims of any kind by any person
    relating to such matters. (c) Neither Borrower nor any tenant,
    contractor, agent or other authorized user of any of the properties
    shall use, generate, manufacture, store, treat, dispose of, or release
    any hazardous waste or substance on, under, about or from any of the
    properties; and any such activity shall be conducted in compliance with
    all applicable federal, state, and local laws, regulations, and
    ordinances, including without limitation those laws, regulations and
    ordinances described above.  Borrower authorizes Lender and its agents
    to enter upon the properties to make such inspections and tests as
    Lender may deem appropriate to determine compliance of the properties
    with this section of the Agreement.  Any inspections or tests made by
    Lender shall be at Borrower's expense and for Lender's purposes only and
    shall not be construed to create any responsibility or liability on the
    part of Lender to Borrower or to any other person.  The representations
    and warranties contained herein are based on Borrower's due diligence in
    investigating the properties for hazardous waste and hazardous
    substances.  Borrower hereby (a) releases and waives any future claims
    against Lender for indemnity or contribution in the event Borrower
    becomes liable for cleanup or other costs under any such laws, and (b)
    agrees to indemnify and hold harmless Lender against any and all claims,
    losses, liabilities, damages, penalties, and expenses which Lender may
    directly or indirectly sustain or suffer resulting from a breach of this
    section of the Agreement or as a consequence of any use, generation,
    manufacture, storage, disposal, release or threatened release of a
    hazardous waste or substance on the properties.  The provisions of this
    section of the

<PAGE>

                                                                         PAGE 4

    Agreement, including the obligation to indemnify, shall survive the
    payment of the indebtedness and the termination or expiration of this
    Agreement and shall not be affected by Lender's acquisition of any
    interest in any of the properties, whether by foreclosure or otherwise.

    LITIGATION AND CLAIMS. No litigation, claim, investigation,
    administrative proceeding or similar action (including those for unpaid
    taxes) against Borrower is pending or threatened, and no other event has
    occurred which may materially adversely affect Borrower's financial
    condition or properties, other than litigation, claims, or other events,
    if any, that have been disclosed to and acknowledged by Lender in writing.

    TAXES. To the best of Borrower's knowledge, all tax returns and reports
    of Borrower that are or were required to be filed, have been filed, and
    all taxes, assessments and other governmental charges have been paid in
    full, except those presently being or to be contested by Borrower in good
    faith in the ordinary course of business and for which adequate reserves
    have been provided.

    LIEN PRIORITY. Unless otherwise previously disclosed to Lender in
    writing, Borrower has not entered into or granted any Security
    Agreements, or permitted the filing or attachment of any Security
    interests on or affecting any of the Collateral directly or indirectly
    securing repayment of Borrower's Loan and Note, that would be prior or
    that may in any way be superior to Lender's Security Interests and rights
    in and to such Collateral.

    BINDING EFFECT. This Agreement, the Note, all Security Agreements
    directly or indirectly securing repayment of Borrower's Loan and Note and
    all of the Related Documents are binding upon Borrower as well as upon
    Borrower's successors, representatives and assigns, and are legally
    enforceable in accordance with their respective terms.

    COMMERCIAL PURPOSES. Borrower intends to use the Loan proceeds solely for
    business or commercial related purposes.

    EMPLOYEE BENEFIT PLANS. Each employee benefit plan as to which Borrower
    may have any liability complies in all material respects with all
    applicable requirements of law and regulations, and (i) no Reportable
    Event nor Prohibited Transaction (as defined in ERISA) has occurred with
    respect to any such plan, (ii) Borrower has not withdrawn from any such
    plan or initiated steps to do so, (iii) no steps have been taken to
    terminate any such plan, and (iv) there are no unfunded liabilities other
    than those previously disclosed to Lender in writing.

    LOCATION OF BORROWER'S OFFICES AND RECORDS. Borrower's place of business,
    or Borrower's Chief executive office, if Borrower has more than one place
    of business, is located at 390 SOUTH EIGHTH ST., SECOND FLOOR, WEST
    DUNDEE, IL 60118. Unless Borrower has designated otherwise in writing
    this location is also the office or offices where Borrower keeps its
    records concerning the Collateral.

    INFORMATION. All information heretofore or contemporaneously herewith
    furnished by Borrower to Lender for the purposes of or in connection with
    this Agreement or any transaction contemplated hereby is, and all
    information hereafter furnished by or on behalf of Borrower to Lender
    will be, true and accurate in every material respect on the date as of
    which such information is dated or certified; and none of such
    information is or will be incomplete by omitting to state any material
    fact necessary to make such information not misleading.

    SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Borrower understands and
    agrees that Lender, without independent investigation, is relying upon
    the above representations and warranties in extending Loan Advances to
    Borrower. Borrower further agrees that the foregoing representations and
    warranties shall be continuing in nature and shall remain in full force
    and effect until such time as Borrower's indebtedness shall be paid in
    full, or until this Agreement shall be terminated in the manner provided
    above, whichever is the last to occur.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, while
this Agreement is in effect, Borrower will:

    LITIGATION. Promptly inform Lender in writing of (a) all material adverse
    changes in Borrower's financial condition, and (b) all existing and all
    threatened litigation, claims, investigations, administrative proceedings
    or similar actions affecting Borrower or any Guarantor which could
    materially affect the financial condition of Borrower or the financial
    condition of any Guarantor.

    FINANCIAL RECORDS. Maintain its books and records in accordance with
    generally accepted accounting principles, applied on a consistent basis,
    and permit Lender to examine and audit Borrower's books and records at
    all reasonable times.

    FINANCIAL STATEMENTS. Furnish Lender with, as soon as available, but in
    no event later than thirty (30) days after the end of each fiscal year,
    Borrower's balance sheet and income statement for the year ended, audited
    by a certified public accountant satisfactory to Lender, and, as soon as
    available, but in no event later than five (5) days after the end of each
    month, Borrower's balance sheet and profit and loss statement for the
    period ended, prepared and certified as correct to the best knowledge and
    belief by Borrower's chief financial officer or other officer or person
    acceptable to Lender. All financial reports required to be provided under
    this Agreement shall be prepared in accordance with generally accepted
    accounting principles, applied on a consistent basis, and certified by
    Borrower as being true and correct.

    ADDITIONAL INFORMATION. Furnish such additional information and
    statements, lists of assets and liabilities, agings of receivables and
    payables, inventory schedules, budgets, forecasts, tax returns, and other
    reports with respect to Borrower's financial condition and business
    operations as Lender may request from time to time.

    INSURANCE. Maintain fire and other risk insurance, public liability
    insurance, and such other insurance as Lender may require with respect to
    Borrower's properties and operations, in form, amounts, coverages and
    with insurance companies reasonably acceptable to Lender. Borrower, upon
    request of Lender, will deliver to Lender from time to time the policies
    or certificates of insurance in form satisfactory to Lender, including
    stipulations that coverages will not be cancelled or diminished without at
    least thirty (30) days' prior written notice to Lender. Each insurance
    policy also shall include an endorsement providing that coverage in favor
    of Lender will not be impaired in any way by any act, omission or default
    of Borrower or any other person. In connection with all policies covering
    assets in which Lender holds or is offered a security interest for the
    Loans, Borrower will provide Lender with such loss payable or other
    endorsements as Lender may require.

    INSURANCE REPORTS. Furnish to Lender, upon request of Lender, reports on
    each existing insurance policy showing such information as Lender may
    reasonably request, including without limitation the following: (a) the
    name of the insurer; (b) the risks insured; (c) the amount of the policy;
    (d) the properties insured; (e) the then current property values on the
    basis of which insurance has been obtained, and the manner of determining
    those values; and (f) the expiration date of the policy. In addition,
    upon request of Lender (however not more often than annually), Borrower
    will have an independent appraiser satisfactory to Lender determine, as
    applicable, the actual cash value or replacement cost of any Collateral.
    The cost of such appraisal shall be paid by Borrower.

    GUARANTIES. Prior to disbursement of any Loan proceeds, furnish executed
    guaranties of the Loans in favor of Lender, executed by the guarantors
    named below, on Lender's forms, and in the amounts and under the
    conditions spelled out in those guaranties.

<TABLE>
<CAPTION>
         Guarantors                          Amounts
         ----------                          -------
         <S>                                 <C>
         Frank A. Contaldo                   Unlimited     Sonoma Holding Corp. Unlm
         TERRENCE L. DONATI                  Unlimited
</TABLE>

    OTHER AGREEMENTS. Comply with all terms and conditions of all other
    agreements, whether now or hereafter existing, between Borrower and any
    other party and notify Lender immediately in writing of any default in
    connection with any other such agreements.

    LOAN PROCEEDS. Use all Loan proceeds solely for Borrower's business
    operations, unless specifically consented to the contrary by Lender in
    writing.

<PAGE>

                                                                         PAGE 5

    TAXES, CHARGES AND LIENS. Pay and discharge when due all of its
    indebtedness and obligations, including without limitation all
    assessments, taxes, governmental charges, levies and liens, of every kind
    and nature, imposed upon Borrower or its properties, income, or profits,
    prior to the date on which penalties would attach, and all lawful claims
    that, if unpaid, might become a lien or charge upon any of Borrower's
    properties, income, or profits. Provided however, Borrower will not be
    required to pay and discharge any such assessment, tax, charge, levy,
    lien or claim so long as (a) the legality of the same shall be contested
    in good faith by appropriate proceedings, and (b) Borrower shall have
    established on its books adequate reserves with respect to such contested
    assessment, tax, charge, levy, lien, or claim in accordance with
    generally accepted accounting practices. Borrower, upon demand of Lender,
    will furnish to Lender evidence of payment of the assessments, taxes,
    charges, levies, liens and claims and will authorize the appropriate
    governmental official to deliver to Lender at any time a written
    statement of any assessments, taxes, charges, levies, liens and claims
    against Borrower's properties, income, or profits.

    PERFORMANCE. Perform and comply with all terms, conditions, and
    provisions set forth in this Agreement and in the Related Documents in a
    timely manner, and promptly notify Lender if Borrower learns of the
    occurrence of any event which constitutes an Event of Default under this
    Agreement or under any of the Related Documents.

    OPERATIONS. Maintain executive and management personnel with
    substantially the same qualifications and experience as the present
    executive and management personnel; provide written notice to Lender of
    any change in executive and management personnel; conduct its business
    affairs in a reasonable and prudent manner and in compliance with all
    applicable federal, state and municipal laws, ordinances, rules and
    regulations respecting its properties, charters, businesses and
    operations, including without limitation, compliance with the Americans
    With Disabilities Act and with all minimum funding standards and other
    requirements of ERISA and other laws applicable to Borrower's employee
    benefit plans.

    INSPECTION.  Permit employees or agents of Lender at any reasonable time
    to inspect any and all Collateral for the Loan or Loans and Borrower's
    other properties and to examine or audit Borrower's books, accounts, and
    records and to make copies and memoranda of Borrower's books, accounts,
    and records. If Borrower now or at any time hereafter maintains any
    records (including without limitation computer generated records and
    computer software programs for the generation of such records) in the
    possession of a third party, Borrower, upon request of Lender, shall
    notify such party to permit Lender free access to such records at all
    reasonable times and to provide Lender with copies of any records it may
    request, all at Borrower's expense.

    COMPLIANCE CERTIFICATE. Unless waived in writing by Lender, provide
    Lender at least annually and at the time of each disbursement of Loan
    proceeds with a certificate executed by Borrower's chief financial
    officer, or other officer or person acceptable to Lender, certifying that
    the representations and warranties set forth in this Agreement are true
    and correct as of the date of the certificate and further certifying
    that, as of the date of the certificate, no Event of Default exists under
    this Agreement.

    ENVIRONMENTAL COMPLIANCE AND REPORTS. Borrower shall comply in all
    respects with all environmental protection federal, state and local laws,
    statutes, regulations and ordinances; not cause or permit to exist, as a
    result of an intentional or unintentional action or omission on its part
    or on the part of any third party, on property owned and/or occupied by
    Borrower, any environmental activity where damage may result to the
    environment, unless such environmental activity is pursuant to and in
    compliance with the conditions of a permit issued by the appropriate
    federal, state or local governmental authorities; shall furnish to Lender
    promptly and in any event within thirty (30) days after receipt thereof a
    copy of any notice, summons, lien, citation, directive, letter or other
    communication from any governmental agency or instrumentality concerning
    any intentional or unintentional action or omission on Borrower's part in
    connection with any environmental activity whether or not there is damage
    to the environment and/or other natural resources.

    ADDITIONAL ASSURANCES. Make, execute and deliver to Lender such
    promissory notes, mortgages, deeds of trust, security agreements,
    financing statements, instruments, documents and other agreements as
    Lender or its attorneys may reasonably request to evidence and secure the
    Loans and to perfect all Security Interests.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent
of Lender:

    INDEBTEDNESS AND LIENS. (a) Except for trade debt incurred in the normal
    course of business and indebtedness to Lender contemplated by this
    Agreement, create, incur or assume indebtedness for borrowed money,
    including capital leases, (b) except as allowed as a Permitted Lien,
    sell, transfer, mortgage, assign, pledge, lease, grant a security
    interest in, or encumber any of Borrower's assets, or (c) sell with
    recourse any of Borrower's accounts, except to Lender.

    CONTINUITY OF OPERATIONS. (a) Engage in any business activities
    substantially different than those in which Borrower is presently
    engaged, (b) cease operations, liquidate, merge, transfer, acquire or
    consolidate with any other entity, change ownership, change its name,
    dissolve or transfer or sell Collateral out of the ordinary course of
    business, (c) pay any dividends on Borrower's stock (other than dividends
    payable in its stock), provided, however that notwithstanding the
    foregoing, but only so long as no Event of Default has occurred and is
    continuing or would result from the payment of dividends, if Borrower is
    a "Subchapter S Corporation" (as defined in the Internal Revenue Code of
    1986, as amended), Borrower may pay cash dividends on its stock to its
    shareholders from time to time in amounts necessary to enable the
    shareholders to pay income taxes and make estimated income tax payments
    to satisfy their liabilities under federal and state law which arise
    solely from their status as Shareholders of a Subchapter S Corporation
    because of their ownership of shares of stock of Borrower, or (d)
    purchase or retire any of Borrower's outstanding shares or alter or amend
    Borrower's capital structure.

    LOANS, ACQUISITIONS AND GUARANTIES. (a) Loan, invest in or advance money
    or assets, (b) purchase, create or acquire any interest in any other
    enterprise or entity, or (c) incur any obligation as surety or guarantor
    other than in the ordinary course of business.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan Proceeds
if: (a) Borrower or any Guarantor is in default under the terms of this
Agreement or any of the Related Documents or any other agreement that
Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor
becomes insolvent, files a petition in bankruptcy or similar proceedings, or
is adjudged a bankrupt; (c) there occurs a material adverse change in
Borrower's financial condition, in the financial condition of any Guarantor,
or in the value of any Collateral securing any Loan; (d) any Guarantor seeks,
claims or otherwise attempts to limit, modify or revoke such Guarantor's
guaranty of the Loan or any other loan with Lender; or (e) Lender in good
faith deems itself insecure, even though no Event of Default shall have
occurred.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual security interest
in, and hereby assigns, conveys, delivers, pledges, and transfers to Lender
all Borrower's right, title and interest in and to, Borrower's accounts with
Lender (whether checking, savings, or some other account), including without
limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future, excluding however all IRA and Keogh
accounts, and all trust accounts for which the grant of a security interest
would be prohibited by law. Borrower authorizes Lender, to the extent
permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts.

EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default
under this Agreement:

    DEFAULT ON INDEBTEDNESS. Failure of Borrower to make any payment when due
    on the Loans.

    OTHER DEFAULTS. Failure of Borrower or any Grantor to comply with or to
    perform when due any other term, obligation, covenant or condition
    contained in this Agreement or in any of the Related Documents, or
    failure of Borrower to comply with or to perform any other term,
    obligation,

<PAGE>

                                                                         PAGE 6

    covenant or condition contained in any other agreement between Lender and
    Borrower.

    DEFAULT IN FAVOR OF THIRD PARTIES. Should Borrower or any Grantor default
    under any loan, extension of credit, security agreement, purchase or
    sales agreement, or any other agreement, in favor of any other creditor
    or person that may materially affect any of Borrower's property or
    Borrower's or any Grantor's ability to repay the Loans or perform their
    respective obligations under this Agreement or any of the Related
    Documents.

    FALSE STATEMENTS. Any warranty, representation or statement made or
    furnished to Lender by or on behalf of Borrower or any Grantor under this
    Agreement or the Related Documents is false or misleading in any material
    respect at the time made or furnished, or becomes false or misleading at
    any time thereafter.

    DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related
    Documents ceases to be in full force and effect (including failure of any
    Security Agreement to create a valid and perfected Security Interest) at
    any time and for any reason.

    INSOLVENCY. The dissolution or termination of Borrower's existence as
    a going business, the insolvency of Borrower, the appointment of a
    receiver for any part of Borrower's property, any assignment for the
    benefit of creditors, any type of creditor workout, or the commencement
    of any proceeding under any bankruptcy or insolvency laws by or against
    Borrower.

    CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
    forfeiture proceedings, whether by judicial proceeding, self-help,
    repossession or any other method, by any creditor of Borrower, any
    creditor of any Grantor against any collateral securing the indebtedness,
    or by any governmental agency. This includes a garnishment, attachment,
    or levy on or of any of Borrower's accounts, including deposit accounts,
    with Lender.

    EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
    respect to any Guarantor of any of the indebtedness or any Guarantor dies
    or becomes incompetent, or revokes or disputes the validity of, or liability
    under, any Guaranty of the indebtedness.

    CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent (25%)
    or more of the common stock of Borrower.

    ADVERSE CHANGE. A material adverse change occurs in Borrower's financial
    condition, or Lender believes the prospect of payment or performance of
    the indebtedness is impaired.

    INSECURITY. Lender, in good faith, deems itself insecure.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except
where otherwise provided in this Agreement or the Related Documents, all
commitments and obligations of Lender under this Agreement or the Related
Documents or any other agreement immediately will terminate (including any
obligation to make Loan Advances or disbursements), and, at Lender's option,
all indebtedness immediately will become due and payable, all without notice
of any kind to Borrower, except that in the case of an Event of Default of
the type described in the "insolvency" subsection above, such acceleration
shall be automatic and not optional. In addition, Lender shall have all the
rights and remedies provided in the Related Documents or available at law, in
equity, or otherwise. Except as may be prohibited by applicable law, all of
Lender's rights and remedies shall be cumulative and may be exercised
singularly or concurrently. Election by Lender to pursue any remedy shall not
exclude pursuit of any other remedy, and an election to make expenditures or
to take action to perform an obligation of Borrower or of any Grantor shall
not affect Lender's right to declare a default and to exercise its rights
and remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part
of this Agreement:

    AMENDMENTS. This Agreement, together with any Related Documents,
    constitutes the entire understanding and agreement of the parties as to
    the matters set forth in this Agreement. No alteration of or amendment to
    this Agreement shall be effective unless given in writing and signed by
    the party or parties sought to be charged or bound by the alteration or
    amendment.

    APPLICABLE LAW. THIS AGREEMENT HAS BEEN DELIVERED TO LENDER AND ACCEPTED
    BY LENDER IN THE STATE OF ILLINOIS. IF THERE IS A LAWSUIT, BORROWER
    AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS
    OF COOK COUNTY, THE STATE OF ILLINOIS. THIS AGREEMENT SHALL BE GOVERNED
    BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

    CAPTION HEADINGS. Caption headings in this Agreement are for convenience
    purposes only and are not to be used to interpret or define the
    provisions of this Agreement.

    CONSENT TO LOAN PARTICIPATION. Borrower agrees and consents to Lender's
    sale or transfer, whether now or later, of one or more participation
    interests in the Loans to one or more purchasers, whether related or
    unrelated to Lender. Lender may provide, without any limitation
    whatsoever, to any one or more purchasers, or potential purchasers, any
    information or knowledge Lender may have about Borrower or about any
    other matter relating to the Loan, and Borrower hereby waives any rights
    to privacy it may have with respect to such matters. Borrower
    additionally waives any and all notices of sale of participation
    interests, as well as all notices of any repurchase of such participation
    interests. Borrower also agrees that the purchasers of any such
    participation interests will be considered as the absolute owners of such
    interests in the Loans and will have all the rights granted under the
    participation agreement or agreements governing the sale of such
    participation interests. Borrower further waives all rights of offset or
    counterclaim that it may have now or later against Lender or against any
    purchaser of such a participation interest and unconditionally agrees
    that either Lender or such purchaser may enforce Borrower's obligation
    under the Loans irrespective of the failure or insolvency of any holder
    of any interest in the Loans. Borrower further agrees that the purchaser
    of any such participation interests may enforce its interests
    irrespective of any personal claims or defenses that Borrower may have
    against Lender.

    COSTS AND EXPENSES. Borrower agrees to pay upon demand all of
    Lender's expenses, including without limitation attorneys' fees, incurred
    in connection with the preparation, execution, enforcement, modification
    and collection of its Agreement or in connection with the Loans made
    pursuant to this Agreement. Lender may pay someone else to help collect
    the Loans and to enforce this Agreement, and Borrower will pay that
    amount. This includes, subject to any limits under applicable law,
    Lender's attorneys' fees and Lender's legal expenses, whether or not
    there is a lawsuit, including attorneys' fees for bankruptcy proceedings
    (including efforts to modify or vacate any automatic stay or injunction),
    appeals, and any anticipated post-judgment collection services. Borrower
    also will pay any court costs, in addition to all other sums provided by
    law.

    NOTICES. All notices required to be given under this Agreement shall be
    given in writing, may be sent by telefacsimile (unless otherwise required
    by law), and shall be effective when actually delivered or when deposited
    with a nationally recognized overnight courier or deposited in the United
    States mail, first class, postage prepaid, addressed to the party to whom
    the notice is to be given at the address shown above. Any party may change
    its address for notices under this Agreement by giving formal written
    notice to the other parties, specifying that the purpose of the notice is
    to change the party's address. To the extent permitted by applicable law,
    if there is more than one Borrower, notice to any Borrower will
    constitute notice to all Borrowers. For notice purposes, Borrower will
    keep Lender informed at all times of Borrower's current address(es).

    SEVERABILITY. If a court of competent jurisdiction finds any provision of
    this Agreement to be invalid or unenforceable as to any person or
    circumstance, such finding shall not render that provision invalid or
    unenforceable as to any other persons or circumstances. If feasible, any
    such offending provision shall be deemed to be modified to be within the
    limits of enforceability or validity; however, if the offending provision
    cannot be so modified, it shall be stricken and all other provisions of
    this Agreement in all other respects shall remain valid and enforceable.

    SUBSIDIARIES AND AFFILIATES OF BORROWER. To the extent the context of the
    provisions of this Agreement makes it appropriate, including without

<PAGE>

                                                                         PAGE 7

    limitation any representation, warranty or covenant, the word "Borrower"
    as used herein shall include all subsidiaries and affiliates of Borrower.
    Notwithstanding the foregoing however, under no circumstances shall this
    Agreement be construed to require Lender to make any Loan or other
    financial accommodation to any subsidiary or affiliate of Borrower.

    SUCCESSORS AND ASSIGNS. All covenants and agreements contained by or on
    behalf of Borrower shall bind its successors and assigns and shall inure
    to the benefit of Lender, its successors and assigns. Borrower shall not,
    however, have the right to assign its rights under this Agreement or any
    interest therein, without the prior written consent of Lender.

    SURVIVAL. All warranties, representations, and covenants made by Borrower
    in this Agreement or in any certificate or other instrument delivered by
    Borrower to Lender under this Agreement shall be considered to have been
    relied upon by Lender and will survive the making of the Loan and
    delivery to Lender of the Related Documents, regardless of any
    investigation made by Lender or on Lender's behalf.

    TIME IS OF THE ESSENCE. Time is of the essence in the performance of this
    Agreement.

    WAIVER. Lender shall not be deemed to have waived any rights under this
    Agreement unless such waiver is given in writing and signed by Lender. No
    delay or omission on the part of Lender in exercising any right shall
    operate as a waiver of such right or any other right. A waiver by Lender
    of a provision of this Agreement shall not prejudice or constitute a
    waiver of Lender's right otherwise to demand strict compliance with that
    provision or any other provision of this Agreement. No prior waiver by
    Lender, nor any course of dealing between Lender and Borrower, or
    between Lender and any Grantor, shall constitute a waiver of any of
    Lender's rights or of any obligations of Borrower or of any Grantor as to
    any future transactions. Whenever the consent of Lender is required under
    this Agreement, the granting of such consent by Lender in any instance
    shall not constitute continuing consent in subsequent instances where
    such consent is required, and in all cases such consent may be granted or
    withheld in the sole discretion of Lender.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS LOAN AGREEMENT,
AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF NOVEMBER 24,
1998.

BORROWER:

PAYDAY CHECK ADVANCE, INC.

BY: /s/ Terrence L. Donati
   -----------------------------
   TERRENCE L. DONATI, PRESIDENT


LENDER:

BRICKYARD BANK

BY:
   -----------------------------
   Authorized Officer