EXCHANGE AGREEMENT


     AGREEMENT,  dated  as  of  December  ,  1996,  between  Champion  Financial
Corporation,  a Maryland  corporation (the  "Company"),  and each of the parties
whose  names  appear  on  Schedule  A  attached  hereto  and made a part  hereof
("Schedule A")  (hereinafter  referred to individually  as a  "Stockholder"  and
collectively as the "Stockholders").
                              W I T N E S S E T H:
     WHEREAS,  as of the date  hereof,  each  Stockholder  owns shares of common
stock of MPLC, Inc., a Maryland corporation ("MPLC"); and
     WHEREAS,  each  Stockholder  has  agreed to  exchange  all of its shares of
common  stock  of  MPLC,  the  number  of  which  is  set  forth  next  to  such
Stockholder's  name on  Schedule A (the  "Exchanged  Stock"),  for the number of
shares of common stock of the Company set forth next to such  Stockholder's name
on Schedule A (the "Shares");
     WHEREAS, as part of the consideration for the Shares and in addition to the
Exchanged  Stock,  each  Stockholder  has agreed to assign its right,  title and
interest (the "Rights") in and to that certain Acquisition Agreement dated as of
August 30, 1996 by and among Dr.  Winifred  S. Hayes and Robert E.  Hayes,  Jr.,
MPLC,  InfoPlan,  Inc., Gary Bryant,  Dr. Lawrence G. Miller and Risk Resolution
Group  pursuant to which the  Company  will  acquire  between 26% and 75% of the
outstanding stock of HAYES, Incorporated.
     NOW,   THEREFORE,   in   consideration  of  the  premises  and  the  mutual
representations  and covenants  herein contained and for other good and valuable
consideration, the parties hereto agree as follows:
      1.Subject to the terms and conditions hereof, the Company hereby agrees to
issue to each  Stockholder  and each  Stockholder  hereby  agrees to accept,  in
exchange  for all of such  Stockholder's  Exchanged  Stock and the  Rights,  the
number of Shares set forth next to such Stock-holder's name on Schedule A.
      2.Upon  execution  and delivery of this  Agreement:  (a) each  Stockholder
shall  deliver  to the  Company  the  certificate(s)  representing  all of  such
Stockholder's  Exchanged  Stock with such stock powers and powers of attorney as
shall be necessary to transfer  such shares of Exchanged  Stock duly executed in
blank;  and (b) the Company  shall  deliver to each  Stockholder  a  certificate
representing the number of Shares set forth opposite such  Stockholder's name on
Schedule A.
      3.Each Stockholder represents and warrants to the Company as follows:
      (a)Each  Stockholder will be,  immediately prior to the events referred to
in Paragraph 2 of this Agreement, the sole owner of such Stockholder's shares of
Exchanged Stock free and clear of any liens,  claims,  security  interests,  and
encumbrances of any kind or nature  whatsoever and will have a complete power to
transfer and deliver the  Exchanged  Stock to the Company,  as  contemplated  in
Paragraph 2 of this  Agreement,  free and clear of all liens,  claims,  security
interests, and encumbrances.
      (b)The  execution,  delivery and  performance by each  Stockholder of this
Agreement are within the powers of the  Stockholder,  have been duly  authorized
and will not constitute or result in a breach or default under, violation of, or
conflict with, any law, statute, rule, regulation,  ordinance,  order, judgment,
injunction,  decree, or other restriction,  or any contract,
<PAGE>
agreement,  lease,  mortgage,  deed  of  trust,  instrument,   permit  or  other
undertaking,  to which the Stockholder is a party or by which the Stockholder is
bound,  and, in respect of Risk  Resolution  Group and InfoPlan,  Inc., will not
violate any  provisions of their articles of  incorporation,  by-laws or similar
instruments. The signature of each Stockholder on this Agreement is genuine, and
the  signatory  has legal  competence  and capacity to execute the same,  and in
respect of Risk Resolution Group and InfoPlan, Inc., the signatory has been duly
authorized to execute the same,  and this Agreement  constitutes a legal,  valid
and binding  obligation of the  Stockholder,  enforceable in accordance with its
terms.
      (c)Each Stockholder or such Stockholder's  representative has had full and
complete  access  to the  officers  and  directors  of the  Company  and to such
business,  financial,  or other  information  concerning  the Company which such
Stockholder or such Stockholder's representative deemed necessary or appropriate
to make a determination  to enter into this Agreement and to effect the exchange
of stock as contemplated by this Agreement (the "Exchange").
      (d)Each  Stockholder   represents  that,  except  as  set  forth  in  this
Agreement, no representations or warranties have been made to the Stockholder by
the Company or any agent,  employee or affiliate of the Company and in effecting
the Exchange, the Stockholder is not relying on any information, other than that
contained in this Agreement and the results of an independent  investigation  by
the Stockholder.
      (e)Each   Stockholder  or  such  Stockholder's   representative  has  such
knowledge and  experience  in financial  and business  matters and is capable of
utilizing  the  information  that  is  available  to  the  Stockholder  or  such
Stockholder's  representative  concerning the Company to evaluate the merits and
risks of an  investment in the Company and the  Stockholder  is able to bear the
economic risk of such investment.
      (f)Each  Stockholder has been advised that the Shares being issued to such
Stockholder hereunder have not been registered under the Securities Act of 1933,
as amended  (the "Act"),  nor has the Company  agreed to so register any Shares,
and, accordingly, such shares are restricted securities, as such term is used in
the Act, and such Stockholder  will not be able to sell or otherwise  dispose of
the  Shares,  unless  they  are  subsequently  registered  under  the  Act or an
exemption from registration thereunder is available.
      (g)The Shares  acquired by each  Stockholder  hereunder are being acquired
for the Stockholder's sole benefit and account,  for purposes of investment only
and with no present intent to sell or view to distribute the same.
      (h)Each  Stockholder  acknowledges  that  the  Exchange  may  involve  tax
consequences.  Each  Stockholder  acknowledges  that  it  must  retain  its  own
professional  advisors  to  evaluate  the  tax  and  other  consequences  of the
Exchange.
      4.The Company represents and warrants to each Stockholder as follows:
      (a)It is a  corporation  duly  organized,  validly  existing,  and in good
standing under the laws of the State of [Delaware].
      (b)The  Company  has the  corporate  power  and has  taken  all  necessary
corporate action to execute, deliver and perform this Agreement and to enable it
to issue the Shares.  The Shares to be issued by the Company  hereunder  will be
duly  authorized  and,  upon  issuance  to  each  Stockholder  pursuant  to this
Agreement,  are duly  and  validly  issued  and  outstanding,  fully  paid,  and
non-assessable.
      (c)The  execution,  delivery  and  performance  by  the  Company  of  this
Agreement will not constitute or result in a breach or default under,  violation
of, or conflict with, its Certificate
<PAGE>
of Incorporation or By-laws or any contract, agreement, lease, mortgage, deed of
trust, instrument,  or permit to which it is a party or by which it is bound, or
any law, statute, rule,  regulation,  ordinance,  order,  judgment,  injunction,
decree, or other restriction.
      5.The  representations  and warranties  given by each  Stockholder and the
Company as set forth in  Paragraphs 3 and 4 hereof shall  survive the  execution
hereof and the consummation of the transactions contemplated hereby.
      6.Each  Stockholder  covenants to the Company that such Stockholder  shall
not sell,  transfer,  or otherwise  dispose of any of the Shares  issued to such
Stockholder hereunder (i) without registration thereof under the Act (unless, in
the opinion of counsel to the Company,  an exemption from such  registration  is
available), or (ii) in violation of any law.
      7.Each Stockholder consents:
      (a)that  each  certificate  representing  the  Shares to be issued to such
Stockholder  hereunder will be impressed with a legend  indicating that they are
not registered under the Act and reciting that any transfer is restricted; and
      (b)that stop transfer instructions in respect of the Shares will be issued
to any transfer  agent,  transfer  clerk, or other agent, at any time acting for
the Company.
      8.This  Agreement  contains the entire  understanding  of the parties with
respect to the  subject  matter  hereof,  and the  provisions  hereof may not be
altered, amended, waived, terminated, or discharged in any way whatsoever except
by  subsequent  written  agreement  executed by the party charged  therewith.  A
waiver by any of the parties of any terms or conditions of this Agreement, or of
any breach  thereof,  shall not be deemed a waiver of such term or condition for
the future or of any other term or condition hereof, or of any subsequent breach
hereof.
      9.The parties hereto,  will, upon the reasonable request of another party,
execute and deliver any additional  documents necessary or desirable to complete
the transactions described herein.
      10.Subject to any restrictions on transfer,  this Agreement shall inure to
the benefit of the parties hereto and their successors and assigns.
      11.This   Agreement  may  be  executed   simultaneously  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.
      12.Notwithstanding  the  requirements  set  forth in  Paragraph  2 of this
Agreement, this Agreement shall be effective as of the date hereof and the books
and records of the Company shall reflect these transactions as of this date.
      13.This  Agreement shall be governed by, and construed in accordance with,
the laws of the State of Maryland.
<PAGE>
     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the
date first above written.
                                        CHAMPION FINANCIAL CORPORATION


                                        By:
                                             Name:
                                             Title:

                                        STOCKHOLDERS:

                                        RISK RESOLUTION GROUP


                                        By:
                                             Name:
                                             Title:


                                        INFOPLAN, INC.


                                        By:
                                             Name:
                                             Title:



                                        Gary Bryant



                                        Dr. Lawrence G. Miller
<PAGE>
                                   Schedule A



                                  Number of Shares              Number ofShares
                                      of MPLC                   of the Company
                                  Owned Before the              to be Issued in
Stockholders                       Stock Exchange             the Stock Exchange


Risk Resolution Group                      700                       1,540,000


InfoPlan, Inc.                             164                         360,800


Gary Bryant                                 68                         149,600


Dr. Lawrence G. Miller                      68                         149,600


Total                                    1,000                       2,200,000