SHARE EXCHANGE AGREEMENT

    THIS AGREEMENT (the "Agreement" and/or the "Share Exchange") is entered 
into as of August 15, 1997, between Profit Financial Corporation ("Profit"), 
a Utah corporation and Origin Book Sales, Inc., a Utah corporation ("Origin").

                                REPRESENTATIONS

    A.  Profit is a corporation organized and existing under the laws of the 
State of Utah.

    B.  The authorized capital stock of Profit consists of 25,000,000 shares 
divided into 20,000,000 shares of common stock, par value $0.01, of which 
approximately 6,715,031 shares are duly issued and outstanding on the date 
hereof and 5,000,000 shares of preferred stock, par value $10.00, none of 
which are issued and outstanding.

    C.  Origin is a corporation organized and existing under the laws of 
the State of Utah.

    D.  The authorized capital stock of Origin consists of 1,000,000 shares 
of common voting stock. As of the date hereof, 97,867 shares of common stock 
in Origin have been duly issued and outstanding.

    E.  Profit and Origin enter into this Agreement whereby Profit will 
acquire all of the issued and outstanding stock of Origin by issuing 30,269 
shares of common stock of Profit to the shareholders of Origin in exchange 
for shares of common stock of Origin held by them at an exchange rate of 
 .309287 shares of Profit for each one share of Origin held. Profit and Origin 
intend the exchange to qualify as a tax-free reorganization under 
Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.

                                   AGREEMENT

    In consideration of the foregoing recitals, the covenants and conditions 
set forth herein, and other good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties agree as follows:

    1.  Share Exchange, Effectiveness

    The shareholders of shares of common stock of Origin shall exchange 
their shares for newly issued shares of common stock of Profit in accordance 
with the terms and conditions of this Agreement. Upon the execution of this 
Agreement by Origin and Profit, the date for the effectiveness of this 
Agreement (the "Effective Time of the Share Exchange") shall be the date at 
which Origin shareholders owning 100% of the Origin share tender their shares 
to Profit.

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    2.  Exchange of Shares

    At the Effective Time of the Share Exchange;

    (a)  Each shareholder of Origin shall be issued .309287 share(s) of 
fully paid and nonassessable common stock of Profit for each share of Origin 
stock they own. Each shareholder of Origin shall sign an investment letter 
pursuant to Rule 144, substantially in the form attached hereto as 
Exhibit A, upon receiving Profit shares.

    (b)  All shares of common stock of Origin that are tendered to Profit 
shall be retained by Profit and Origin shall become a wholly owned 
subsidiary of Profit. Origin shall issue a stock certificate to Profit for 
97,867 common shares of Origin, which amount constitutes all of the issued 
and outstanding shares of the Corporation.

    3.  Implementation

    Each of Profit and Origin shall take, or cause to be taken, all action 
or do, or cause to be done, all things necessary, proper or advisable under 
the laws of the State of Utah to consummate and make effective the Share 
Exchange.

    4.  Amendment

    This Agreement may, to the extent permitted by law, be amended, 
supplemented or interpreted at any time by action taken by the Board of 
Directors of both Origin and Profit; provided, however, that this 
Agreement may not be amended or supplemented after having been approved by 
the shareholders of Origin except by a vote or consent of shareholders in 
accordance with applicable law.

    IN WITNESS WHEREOF, the parties hereto have duly executed and delivered 
this AGREEMENT as of the date first set forth above.


PROFIT FINANCIAL CORPORATION           ORIGIN BOOK SALES, INCORPORATED


                                       /s/ Michael S. Hurst
----------------------------------     --------------------------------------
By:                                    By:  Michael S. Hurst
Its:                                   Its: President

                                       2

<PAGE>

                                   EXHIBIT A

Profit Financial Corporation
14675 Interurban Avenue South
Seattle, WA 98168-4664

Gentlemen:

    This acknowledges receipt of ________________________________ (       ) 
shares of common stock of Profit Financial Corporation, a Utah corporation 
(the "Corporation"). In connection with my acquisition of these securities, I 
understand as follows: 

    The undersigned represents that he or she has the business or financial 
experience necessary to have the capacity to protect his or her own interests 
in connection with the proposed transaction.

    These securities are not registered under the Securities Act of 1933 (the 
"Act") as the transaction in which they are being acquired is exempt under 
Section 4(2) of the Act as not involving any public offering. Reliance of the 
Corporation and others upon this exemption is predicted in part upon my 
representation (which I hereby confirm) that I am acquiring these securities 
for my own account with no present intention of selling or otherwise 
distributing the same to the public. I understand that in the view of the 
Securities and Exchange Commission (the "SEC") the statutory and 
administrative basis for exemption would not be present if, notwithstanding 
my representation, I have in mind merely acquiring these securities for a 
market rise, or for sale if the market does not rise, or for a fixed or 
determinable period in the future.

    These securities must be held by me indefinitely unless they are 
subsequently registered under the Act or an exemption from registration is 
available. Any routine sales of these securities made in reliance upon the 
exemption afforded by Rule 144 of the SEC can be made only in limited amounts 
in accordance with the terms and conditions of that rule, and, in the event 
this rule is for some reason inapplicable, compliance with some other 
registration exemption will be required. The Corporation will supply to me 
such information in its possession as may be necessary to enable me to make 
routine sales of the securities under Rule 144, if that Rule is available. 
However, the Corporation is under no obligation to otherwise comply with any 
other exemption, or to register the securities received by the undersigned.

    In accordance with the policies of the SEC, the Corporation is placing 
the following or substantially similar legend upon the certificates 
representing the securities and is placing upon the Corporation's stock 
transfer records a stop-transfer order preventing transfer of the securities 
pending compliance with the conditions set forth in the legend:

         These securities are not registered under state or federal
         securities laws and may not be offered or sold, pledged
         (except 

<PAGE>

         a pledge pursuant to the terms of which any offer or sale 
         upon foreclosure would be made in a manner that would not 
         violate the registration provisions of federal or state
         securities laws) or otherwise distributed for value, nor may
         these securities be transferred on the books of the
         Corporation, without opinion of counsel, concurred in by
         counsel for the Corporation, that no violation of said
         registration provisions would result therefrom.

I HAVE CAREFULLY READ THE FOREGOING AND UNDERSTAND THAT IT RELATES TO 
RESTRICTIONS UPON MY ABILITY TO SELL AND/OR TRANSFER MY SECURITIES.


DATED:  August   , 1997                
               --                      --------------------------------------
                                       [NAME]
                                       [ADDRESS]

                                       2

<PAGE>

                     RELEASE OF PLEDGE OF SHARES OF STOCK

    On August 8, 1997, Origin Book Sales, Inc. issued two promissory notes to 
Profit Financial Corporation. These notes were for the principle amounts of 
$100,000 and $3,250 respectively.

    Also, on August 8, 1997, Curtis Taylor pledged approximately 31% of his 
shares of stock in Origin Book Sales, Incorporated as collateral for the 
above mentioned notes.

    Since August 8, 1997, Profit Financial Corporation has entered into a 
Share Exchange Agreement whereby it has obtained all of the outstanding 
shares of Origin Book Sales, Incorporated. Accordingly, Profit Financial 
Corporation hereby releases the collateral previously pledged by Mr. Taylor 
and terminates the Pledge of Shares of Stock Agreement executed by Mr. Curtis 
Taylor on August 8, 1997.


                                       FINANCIAL PROFIT CORPORATION


                                       --------------------------------------
                                       Its: