<PAGE>

                          ATTORNEY / CLIENT AGREEMENT

         THIS AGREEMENT is made this ___ day of February, 1999 by and between
Kwiatt & Ruben, Ltd., (hereinafter referred to as "Attorney"); and Terrence
Donati individually ("Donati"), Frank A. Contaldo, individually ("Contaldo"),
and SHC Corp. f/k/a VictorMaxx Technologies, an Illinois corporation, on behalf
of itself and its subsidiaries and affiliates ("Corporation") (Donati, Contaldo,
and Corporation are hereinafter collectively referred to as "Client").

                                   WITNESSETH:

         WHEREAS, Client desires to engage Attorney to perform legal services
and representation for the benefit of Client, directly or indirectly related and
ancillary to the personal and /or business interests, activities and objectives
of Client (hereinafter collectively referred to as "Client Interests"), and
Attorney is willing to accept such engagement on the terms set forth herein.

         NOW THEREFORE, in consideration of the promises set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by both parties is hereby agreed as follows:

1.       ENGAGEMENT. Client hereby engages Attorney, and Attorney hereby accepts
such engagement to provide legal services and representation for the benefit of
Client and, as necessary, its partners, investors, trustees, directors,
officers, indemnity obligatees, agents or employees, generally in all matters
arising out of or in connection with Client's Interests for all items identified
in EXHIBIT A, attached hereto and made a part hereof. The parties agree that the
representation will be on an as needed basis. The parties further agree that in
the event any additional services are requested by Client or if Client wishes to
further authorize Attorney to perform additional services, acceptance of such
services shall be considered by Attorney at such time. Attorney shall be under
no obligation to accept any additional services. Any authorization on behalf of
Client pursuant to this Paragraph 1 may be made orally or in writing and
Attorney shall be entitled to rely on any oral or written authorization made by
Client. Attorney agrees to use reasonable efforts to perform all services and
representation hereunder on a timely basis, utilizing Attorney's best skill and
professional judgment.

2.       CLIENT. Client agrees to assist and cooperate with Attorney in the
course of the engagement hereunder, providing Attorney with any and all
information reasonably requested by Attorney in the course of providing its
services hereunder.

3.       FEE STRUCTURE. Attorney's charges for the services to be rendered
hereunder will be based upon Attorney's normal billing rates for the attorneys
and other professional staff members who perform services for Client in
connection with the legal work for which Attorney has been engaged. Presently
Attorneys' billing rates for attorneys range from $125 per hour for certain
associates up to $225 per hour for senior


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<PAGE>

attorneys. This hourly rate is for non-litigation services. Litigation services
and fees in connection therewith shall be subject to a separate agreement
between the parties. Attorneys' billing rates for paralegal assistance range
from $25 to $75 per hour, depending on which person performs the services and
the nature of the services performed. Billing rates are subject to change from
time to time in the discretion of Attorney. Billing rates or time charged for
may be adjusted by Attorney under certain circumstances, which may include
resolution of particularly difficult matters, meeting unreasonably short time
deadlines, achieving difficult goals and similar factors. Where appropriate,
Attorney agrees to attempt to assign work to available attorneys or staff
members who can perform the services at the most efficient cost to Client.

         In addition to charges for Attorney's services, Client will be billed
for all identifiable costs such as copying charges, telephone expenses, delivery
fees, travel expenses, filing fees, computerized legal research, electronic
facsimile transmission and similar charges on a monthly basis.

4.       PAYMENT PROCEDURE. Attorney will render monthly invoices which will
reflect the charges for the relevant billing period which the parties expect to
be paid net/90 days from date of invoice. Attorney's invoices will summarize the
nature of the work performed during the billing period and itemize generally the
work performed. Billing will not itemize the amount of time spent on each task
identified unless specifically requested by Client. Attorney will provide more
detailed itemized statements for Client's information upon the request of
Client. Notwithstanding the foregoing, Client acknowledges that Attorney has
performed certain services on behalf of client prior to the execution of this
Agreement as more fully described on EXHIBIT B attached hereto and made a part
hereof. Client acknowledges and agrees that amounts owed to Attorney for such
services are accurately set forth on EXHIBIT B, and agrees to make payment of
such amounts as set forth on EXHIBIT B.

5.       TERMINATION. Both Attorney and Client shall have the right to terminate
Attorney's representation of Client hereunder at any time. In the event of
termination Client agrees to pay Attorney for all services rendered up to the
date of termination. In the event the engagement of Attorney by Client is
terminated; Attorney's sole obligation to Client shall be limited to working
with Client to find an acceptable replacement counsel. Attorney shall be
entitled to be compensated for time spent in such replacement search as set
forth above.

6.       OWNERSHIP OF FILES AND RECORDS. Except to as original records or any
records or files which Attorney accepts upon the understanding that they belong
to Client, Attorney and Client hereby agree that all of Attorney's files, copies
of documents, correspondence or other materials which Attorney may accumulate in
connection with the representation of Client, including copies of materials
filed with regulatory agencies, shall be the property of Attorney. Client may
have copies at any time during Attorney's representation. Upon the termination
of the engagement, Attorney will return all of Client's property to Client.
Copies of Attorney's files and other materials which Attorney


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<PAGE>

may have accumulated during its representation will thereafter be made available
to Client at Client's expense while Attorney maintains possession; however, it
is specifically acknowledged and agreed that Attorney shall have the right at
Attorney's discretion to dispose of Attorney's files at such time as Attorney
determines that such files need not be retained any longer. After such
destruction, those materials will no longer be available.

7.       MISCELLANEOUS. It is agreed that Attorney is at all times deemed to be
an independent contractor and not an employee or joint venturer, is performing
services on a contract basis, is exclusively responsible for all tax withholding
obligations, and may engage in other client agreements as Attorney desires in
its sole discretion.

         IN WITNESS WHEREOF, the parties have caused this instrument to be
executed as of the day and year first above written.


CLIENT:                                        ATTORNEY:


By:   /s/ Terrence Donati                      By:   /s/ Kwiatt & Ruben. Ltd
   -----------------------------------            ------------------------------
       Terrence Donati, Individually                   Kwiatt & Ruben, Ltd.

By:   /s/ Frank A. Contaldo
   -----------------------------------
       Frank A. Contaldo, Individually

By: /s/ Frank Contaldo
   -----------------------------------
       SHC Corp.
       Frank Contaldo, CEO


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<PAGE>

                                    EXHIBIT A

                               ENGAGEMENT MATTERS


1.       General corporate matters of SHC Corp. and its subsidiaries

2.       Matters relating to SHC Corp.'s stock transfer agent

3.       Representation of Terrence Donati and Frank Contaldo individually in
         their capacities as officers and directors of SHC Corp.

4.       Compliance by SHC with applicable securities laws and regulations


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<PAGE>

                                    EXHIBIT B

                                FEES AND PAYMENT

<TABLE>
<CAPTION>

                                                        AS OF JANUARY 31, 1999
------------ ------------------------------------------------ ------------------
MATTER        DESCRIPTION                                           AMOUNT DUE
------------ ------------------------------------------------ ------------------
<S>           <C>                                                   <C>
98225         General Corporate                                     $30,687.05
------------ ------------------------------------------------ ------------------
98373         Millenium Financial Corp.                                 892.50
------------ ------------------------------------------------ ------------------
98374         Transfer Agent Matters                                 10,333.50
------------ ------------------------------------------------ ------------------
98456         Reincorporation in Delaware                               350.00
------------ ------------------------------------------------ ------------------
98460         Form 10K 12/31/97                                      $4,456.25
------------ ------------------------------------------------ ------------------
98461         Change of NASDAQ Registration/Symbol                       40.00
------------ ------------------------------------------------ ------------------
                                                      TOTAL:        $46,759.30
------------ ------------------------------------------------ ------------------

</TABLE>

Method of Payment:

         1.       50% of the total set forth above shall be payable by delivery
                  to Attorney within ten (10) days from the date of the
                  Attorney/Client Agreement in the form of shares of stock of
                  SHC Corp. with a market value (as determined by the closing
                  price of SHC Corp. stock on the day prior to the date of
                  execution of the Attorney/Client Agreement discounted by 25%)
                  equal to 50% of the total set forth above. The parties
                  acknowledge and agree that such closing price the parties
                  agree was $.15 per share (less 25% = $.1125 per share).
                  Therefore the number of shares due upon execution hereof is
                  46,759.30 x 50% =23,379.65 / $.1125 = 207,819 shares.

         2.       50% the total set forth above shall be payable in monthly
                  installments of $6,035.59 each, so that the entire amount
                  shall be fully paid within 90 days from the date of the
                  Attorney/Client Agreement.

         3.       The payments set forth above shall be in addition to, and not
                  in substitution of, any amounts invoiced or becoming due after
                  January 31, 1999.


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