3,000,000 Shares
              (plus 450,000 Shares to cover overallotments, if any)


                        SYMONS INTERNATIONAL GROUP, INC.
                                  Common Stock


                             UNDERWRITING AGREEMENT



                                                              November 4, 1996


ADVEST, INC.
MESIROW FINANCIAL, INC.
As Representatives (the "Representatives")
 of the Several Underwriters
Named in Schedule I Hereto
c/o Advest, Inc.
90 State House Square
Hartford, CT  06103

Dear Sirs:

         Symons   International   Group,  Inc.,  an  Indiana   corporation  (the
"Company")  and a wholly  owned  subsidiary  of Goran  Capital  Inc., a Canadian
federally chartered corporation ("Parent"),  proposes,  subject to the terms and
conditions stated herein, to sell to the Underwriters (the "Underwriters") named
in  Schedule I hereto an  aggregate  of Three  Million  (3,000,000)  shares (the
"Company Shares") of the Company's Common Stock, no par value ("Common Stock").

         In  addition,  in  order  to  cover  overallotments  in the sale of the
Company Shares, the Underwriters may, at the Underwriters'  election and subject
to the terms and conditions stated herein, purchase ratably in proportion to the
amounts set forth opposite their  respective  names in Schedule I hereto,  up to
Four Hundred Fifty Thousand (450,000) additional shares of Common Stock from the
Company (such  additional  shares of Common Stock, the "Optional  Shares").  The
Company Shares and the Optional  Shares are referred to  collectively  herein as
the "Shares."

         As part of the offering  contemplated by this Agreement,  Advest,  Inc.
has agreed to reserve out of the Shares set forth  opposite its name on Schedule
I to this  Agreement,  up to  150,000  Shares,  for  sale to  certain  officers,
directors  and  employees  of the Company  and its  affiliates,  certain  family
members of the foregoing and other persons having business relationships with



                                                         1

<PAGE>



the Company or its affiliates  (collectively,  "Participants"),  as set forth in
the Prospectus under the heading  "Underwriting" (the "Directed Share Program").
The Shares to be sold by Advest,  Inc.  pursuant to the Directed  Share  Program
(the "Directed Shares") will be sold by Advest,  Inc. pursuant to this Agreement
at the public  offering  price.  Any Directed  Shares not orally  confirmed  for
purchase by any Participants by the end of the first business day after the date
on which this  Agreement  is  executed  will be offered to the public by Advest,
Inc. as set forth in the Prospectus.

         The Company hereby confirms its engagement of each of Advest,  Inc. and
Mesirow Financial, Inc. as, and each of Advest, Inc. and Mesirow Financial, Inc.
hereby  confirms  its  agreement  with the  Company  to  render  services  as, a
"qualified  independent  underwriter"  within  the  meaning  of Rule 2720 of the
Conduct  Rules of the National  Association  of  Securities  Dealers,  Inc. with
respect to the offering and sale of the Shares. Each of Advest, Inc. and Mesirow
Financial, Inc., solely in its capacity as qualified independent underwriter and
not  otherwise,  is referred to herein as a "QIU" (and  together  with the other
QIU, as the "QIUs").

         Each of the Company and Parent,  intending to be legally bound,  hereby
confirms its agreement with the Underwriters as follows:


1.  Representations and Warranties of the Company and Parent.

         (a) Each of the Company and Parent, and IGF Holdings,  Inc., an Indiana
corporation and a wholly owned subsidiary of the Company ("IGFH") (to the extent
that the following representations and warranties relate directly to IGFH or its
subsidiaries),  jointly and severally  represent and warrant to, and agree with,
each of the Underwriters that:

               (i) A  registration  statement  on Form S-1 (File No.  333-09129)
with respect to the Shares,  including a prospectus  subject to completion,  has
been filed by the Company  with the  Securities  and  Exchange  Commission  (the
"Commission")  under the Securities Act of 1933, as amended (the "Act"), and one
or more amendments to such registration  statement may have been so filed. After
the  execution  of this  Agreement,  the Company  will file with the  Commission
either (A) if such  registration  statement,  as it may have been  amended,  has
become  effective under the Act and  information  has been omitted  therefrom in
accordance  with Rule 430A under the Act, a prospectus in the form most recently
included  in an  amendment  to  such  registration  statement  (or,  if no  such
amendment  shall have been  filed,  in such  registration  statement)  with such
changes or insertions as



                                                         2

<PAGE>



are  required by Rule 430A or permitted by Rule 424(b) under the Act and as have
been  provided  to  and  approved  by  the  Representatives,   or  (B)  if  such
registration  statement,  as it may have been amended,  has not become effective
under the Act, an amendment to such registration statement,  including a form of
prospectus,  a copy of which  amendment has been provided to and approved by the
Representatives  prior  to the  execution  of  this  Agreement.  As used in this
Agreement,  the term "Registration Statement" means such registration statement,
as amended at the time when it was or is declared  effective,  including (i) all
financial  statements,  schedules and exhibits  thereto,  (ii) all documents (or
portions thereof)  incorporated by reference therein,  and (iii) any information
omitted  therefrom  pursuant  to Rule  430A  under the Act and  included  in the
Prospectus (as hereinafter  defined);  the term  "Preliminary  Prospectus" means
each prospectus subject to completion included in such registration statement or
any amendment or  post-effective  amendment  thereto  (including  the prospectus
subject to completion,  if any,  included in the  Registration  Statement at the
time it was or is declared  effective),  including  all  documents  (or portions
thereof)  incorporated by reference therein; and the term "Prospectus" means the
prospectus first filed with the Commission pursuant to Rule 424(b) under the Act
or, if no prospectus is required to be so filed,  such term means the prospectus
included in the Registration  Statement, in either case, including all documents
(or portions thereof)  incorporated by reference  therein.  As used herein,  any
reference  to  any  statement  or  information  as  being  "made,"   "included,"
"contained,"  "disclosed"  or  "set  forth"  in any  Preliminary  Prospectus,  a
Prospectus or any amendment or supplement thereto, or the Registration Statement
or any  amendment  thereto  (or other  similar  references)  shall refer both to
information  and  statements  actually  appearing  in such  document  as well as
information and statements incorporated by reference therein.

               (ii) No order preventing or suspending the use of any Preliminary
Prospectus  has  been  issued  and no  proceeding  for  that  purpose  has  been
instituted or threatened by the  Commission or the  securities  authority of any
state or other jurisdiction.  If the Registration Statement has become effective
under the Act, no stop order  suspending the  effectiveness  of the Registration
Statement or any part thereof has been issued and no proceeding for that purpose
has been  instituted  or  threatened  or, to the best  knowledge of the Company,
contemplated by the Commission or the securities authority of any state or other
jurisdiction.

               (iii)  When  any  Preliminary   Prospectus  was  filed  with  the
Commission  it (A)  contained all  statements  required to be stated  therein in
accordance with, and complied in all material respects with the requirements of,
the Act and the



                                                         3

<PAGE>



rules and  regulations of the Commission  thereunder and (B) did not include any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not  misleading.  When the  Registration  Statement or any
amendment thereto was or is declared effective, and at each Time of Delivery (as
hereinafter  defined), it (A) contained and will contain all statements required
to be stated  therein in  accordance  with,  and  complied or will comply in all
material  respects  with  the  requirements  of,  the  Act  and  the  rules  and
regulations  of the  Commission  thereunder and (B) did not and will not include
any untrue  statement  of a  material  fact or omit to state any  material  fact
necessary to make the statements therein not misleading.  When the Prospectus or
any amendment or  supplement  thereto is filed with the  Commission  pursuant to
Rule  424(b) (or, if the  Prospectus  or such  amendment  or  supplement  is not
required  to be so  filed,  when the  Registration  Statement  or the  amendment
thereto  containing  such  amendment or supplement to the  Prospectus  was or is
declared effective) and at each Time of Delivery, the Prospectus,  as amended or
supplemented  at any such time,  (A) contained  and will contain all  statements
required to be stated therein in accordance with, and complied or will comply in
all  material  respects  with the  requirements  of,  the Act and the  rules and
regulations  of the  Commission  thereunder and (B) did not and will not include
any untrue  statement  of a  material  fact or omit to state any  material  fact
necessary  in  order  to  make  the  statements  therein,  in the  light  of the
circumstances  under  which  they  were  made,  not  misleading.  The  foregoing
provisions of this paragraph  (iii) do not apply to statements or omissions made
in any  Preliminary  Prospectus,  the  Registration  Statement or any  amendment
thereto or the  Prospectus or any  amendment or  supplement  thereto in reliance
upon and in conformity with written information  furnished to the Company by any
Underwriter  through you specifically for use therein. It is understood that the
statements set forth in each Preliminary Prospectus,  the Registration Statement
or any  amendment  thereto or the  Prospectus  or any  amendment  or  supplement
thereto (W) in the last  paragraph  of the cover page,  (X) on the inside  cover
page with respect to  stabilization  and passive  market  making,  (Y) under the
section entitled "Underwriting"  regarding the Underwriters and the underwriting
arrangements,  and (Z) under the section entitled "Legal Matters"  regarding the
identity  of the  counsel  for the  Underwriters,  constitute  the only  written
information  furnished to the Company by or on behalf of any Underwriter through
you  specifically  for  use  in any  Preliminary  Prospectus,  the  Registration
Statement  or any  amendment  thereto or the  Prospectus  and any  amendment  or
supplement thereto, as the case may be.

               (iv)  The  descriptions  in the  Registration  Statement  and the
Prospectus of laws, statutes, regulations,



                                                         4

<PAGE>



legal and governmental  proceedings,  contracts and other documents are accurate
in all material respects; and there are no laws, statutes, regulations, or legal
or  governmental  proceedings  required  to be  described  in  the  Registration
Statement or the Prospectus  that are not described as required and no contracts
or  documents  of  a  character  that  are  required  to  be  described  in  the
Registration  Statement  or the  Prospectus  or to be filed as  exhibits  to the
Registration Statement that are not described and filed as required.

               (v)  Each of the  Company  and its  subsidiaries  has  been  duly
incorporated,  is validly  existing as a corporation  in good standing under the
laws of its  jurisdiction  of  incorporation  and has full  power and  authority
(corporate and other) to own or lease its properties and conduct its business as
described in the  Prospectus.  Each of the Company and Parent has full power and
authority  (corporate and other) to enter into this Agreement and to perform its
obligations  hereunder.  Each  of the  Company  and  its  subsidiaries  is  duly
qualified to transact business as a foreign  corporation and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties,
or conducts any business, so as to require such qualification,  except where the
failure to so qualify would not have a material  adverse effect on the financial
position,  results of operations or business of the Company and its subsidiaries
taken as a whole (a "Material Adverse Event").

               (vi) The Company's  authorized,  issued and  outstanding  capital
stock is as disclosed  in the  Prospectus.  All of the issued  shares of capital
stock of the Company have been duly  authorized  and validly  issued,  are fully
paid and  nonassessable  and  conform to the  descriptions  of the Common  Stock
contained in the  Prospectus.  None of the issued shares of capital stock of the
Company  or any of its  subsidiaries  has  been  issued  or is  owned or held in
violation of any  statutory  (or to the  knowledge  of the  Company,  any other)
preemptive rights of shareholders, and no person or entity (including any holder
of outstanding  shares of capital stock of the Company or its  subsidiaries) has
any  statutory  (or to the  knowledge of the Company,  any other)  preemptive or
other rights to subscribe  for any of the Shares.  None of the capital  stock of
the  Company  has been  issued  in  violation  of  applicable  federal  or state
securities laws.

               (vii) All of the issued  shares of  capital  stock of each of the
Company's  subsidiaries have been duly authorized and validly issued,  are fully
paid and nonassessable and are owned beneficially by the Company or a subsidiary
of the  Company,  free and  clear of all  liens,  security  interests,  pledges,
charges,  encumbrances,  defects,  shareholders' agreements,  voting agreements,
proxies, voting trusts, equities



                                                         5

<PAGE>



or claims of any nature  whatsoever except for (A) the pledge by GGS Management,
Inc., a Delaware corporation ("GGS Management") of all of the outstanding shares
of capital  stock of Pafco  General  Insurance  Company,  an  Indiana  insurance
company,  and  Superior  Insurance  Company,  a Florida  insurance  company,  as
collateral to secure the GGS Senior Credit  Facility (as such term is defined in
the  Prospectus),  (B) the pledge by GGS Management  Holdings,  Inc., a Delaware
corporation, of all of the outstanding shares of capital stock of GGS Management
as collateral to secure the GGS Senior Credit  Facility,  (C) the pledge by IGFH
of 29,614 shares of Common Stock of IGF Insurance  Company ("IGF") and 2,494,000
shares of IGF  Preferred  Stock as  collateral to secure both the IGFH Bank Debt
and the IGF Note (as such  terms  are  defined  in the  Prospectus)  and (D) the
pledge by the  Company of shares of IGFH and GGS  Management  Holdings,  Inc. as
security for the  obligations  of Parent  under the Amended and  Restated  Trust
Indenture  dated as of December 29, 1992,  as amended by the First  Supplemental
Indenture dated as of April 30, 1996 which will be released prior to the closing
of the sale and  purchase of the Shares (the  pledges  described in clauses (A),
(B), (C) and (D) being  hereinafter  referred to as the  "Pledges")  and (E) the
Stockholder  Agreement (as such term is defined in the  Prospectus).  Other than
the  subsidiaries  listed on Exhibit 21 to the  Registration  Statement  and the
equity  securities held in the investment  portfolios of such  subsidiaries (the
composition  of which is not materially  different  than the  disclosures in the
Prospectus  as of  specific  dates),  the  Company  does  not own,  directly  or
indirectly,   any  capital  stock  or  other  equity  securities  of  any  other
corporation or any ownership interest in any partnership, joint venture or other
association.

               (viii)  Except  as  disclosed  in the  Prospectus,  there  are no
outstanding  (A)  securities  or  obligations  of  the  Company  or  any  of its
subsidiaries  convertible  into or  exchangeable  for any  capital  stock of the
Company or any such subsidiary, (B) warrants, rights or options to subscribe for
or purchase  from the Company or any such  subsidiary  any such capital stock or
any  such   convertible  or  exchangeable   securities  or  obligations  or  (C)
obligations of the Company or any such subsidiary to issue any shares of capital
stock,  any such convertible or exchangeable  securities or obligations,  or any
such warrants, rights or options.

               (ix)  Since  the  date  of  the  most  recent  audited  financial
statements  included  in the  Prospectus,  neither  the  Company  nor any of its
subsidiaries  has sustained any material loss or interference  with its business
from  fire,  explosion,  flood or other  calamity,  whether  or not  covered  by
insurance,  or from any labor dispute or court or governmental  action, order or
decree,  otherwise  than as disclosed in or  contemplated  by the Prospectus and
other than pursuant to claims



                                                         6

<PAGE>



made by insureds in the ordinary course of business under policies issued by the
Company's subsidiaries.

               (x) Since the respective  dates as of which  information is given
in the  Registration  Statement and the Prospectus,  (A) neither the Company nor
any of its subsidiaries  has incurred any liabilities or obligations,  direct or
contingent,  or entered into any  transactions,  not in the  ordinary  course of
business, that are material to the Company and its subsidiaries, (B) the Company
has not purchased  any of its  outstanding  capital  stock or declared,  paid or
otherwise  made any dividend or  distribution  of any kind on its capital stock,
(C)  there has not been any  change  in the  capital  stock,  long-term  debt or
short-term debt of the Company or any of its subsidiaries, and (D) there has not
been any material  adverse change,  or any  development  involving a prospective
material  adverse  change,  in or affecting the financial  position,  results of
operations or business of the Company and its  subsidiaries,  in each case other
than as disclosed in or contemplated by the Prospectus.

               (xi) Except for the Goran Registration  Rights Agreement (as such
term is  defined  in the  Prospectus),  there are no  contracts,  agreements  or
understandings between the Company and any person granting such person the right
to require  the  Company  to file a  registration  statement  under the Act with
respect to any  securities of the Company owned or to be owned by such person or
to require the Company to include such  securities in the securities  registered
pursuant to the  Registration  Statement (or any such right has been effectively
waived) or any securities  being registered  pursuant to any other  registration
statement filed by the Company under the Act.

               (xii) Neither the Company nor any of its subsidiaries is, or with
the giving of notice or passage  of time or both would be, in  violation  of its
Articles of  Incorporation or Bylaws or in default in any material respect under
any indenture, mortgage, deed of trust, loan agreement, lease or other agreement
or instrument to which the Company or any of its  subsidiaries  is a party or to
which any of their respective properties or assets are subject.

               (xiii) The Company and its subsidiaries  have good and marketable
title in fee simple to all real property, if any, and good title to all personal
property  owned by them,  in each  case free and  clear of all  liens,  security
interests, pledges, charges, encumbrances, mortgages and defects, except such as
are disclosed in the Prospectus or such as do not constitute a Material  Adverse
Event  and do not  interfere  with the use made or  proposed  to be made of such
property  by the  Company  and its  subsidiaries;  and  any  real  property  and
buildings held



                                                         7

<PAGE>



under  lease by the  Company or any of its  subsidiaries  are held under  valid,
subsisting and enforceable  leases, with such exceptions as are disclosed in the
Prospectus  or are not  material  and do not  interfere  with  the  use  made or
proposed  to be made of such  property  and  buildings  by the  Company  or such
subsidiary.

               (xiv)  Neither  the  Company  nor Parent  requires  any  consent,
approval,  authorization,  order or  declaration  of or from,  or  registration,
qualification  or  filing  with,  any  court or  governmental  agency or body in
connection with the sale of the Shares or the  consummation of the  transactions
contemplated  by this  Agreement  in order for the  Company to be  permitted  to
increase the capital and surplus of the Company's insurance company subsidiaries
as  contemplated  in the  "Use  of  Proceeds"  section  of the  Prospectus,  the
registration of the Shares under the Act (which,  if the Registration  Statement
is not  effective  as of the time of  execution  hereof,  shall be  obtained  as
provided in this Agreement) and the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"), and such as may be required under state securities or blue
sky laws in connection  with the offer,  sale and  distribution of the Shares by
the Underwriters.

               (xv)  Other  than as  disclosed  in the  Prospectus,  there is no
litigation, arbitration, claim, proceeding (formal or informal) or investigation
(including without limitation,  any insurance regulatory proceeding) pending or,
to the  best  of the  Company's  or  Parent's  knowledge,  as the  case  may be,
threatened in which the Company or any of its  subsidiaries or Parent is a party
or of which any of their respective  properties or assets are the subject which,
if determined  adversely to the Company or any such subsidiary or Parent,  would
individually or in the aggregate  constitute a Material  Adverse Event.  Neither
the Company nor any of its  subsidiaries  nor Parent is in  violation  of, or in
default with respect to, any law, statute, rule, regulation,  order, judgment or
decree,  except as  described in the  Prospectus  or such as do not and will not
individually  or in the  aggregate  constitute  a Material  Adverse  Event,  and
neither the Company nor any of its  subsidiaries  nor Parent is required to take
any action in order to avoid any such violation or default.

               (xvi) To the best of the Company's  knowledge,  Coopers & Lybrand
L.L.P.,  who have certified certain financial  statements of the Company and its
consolidated  subsidiaries  included  in  the  Registration  Statement  and  the
Prospectus,  are  independent  public  accountants  as required by the Act,  the
Exchange  Act  and  the  respective  rules  and  regulations  of the  Commission
thereunder.

               (xvii)  The  consolidated   financial  statements  and  schedules
(including the related notes) of the Company and



                                                         8

<PAGE>



its  consolidated  subsidiaries  included  in the  Registration  Statement,  the
Prospectus  and/or any  Preliminary  Prospectus were prepared in accordance with
generally accepted  accounting  principles  consistently  applied throughout the
periods  involved  and fairly  present  the  financial  position  and results of
operations of the Company and its subsidiaries,  on a consolidated basis, at the
dates and for the periods presented. The selected financial data set forth under
the captions  "Summary Company  Consolidated  Financial Data," "Summary Superior
Consolidated Financial Data," "Selected  Consolidated  Historical Financial Data
of Symons International  Group, Inc.," "Management's  Discussion and Analysis of
Financial  Condition  and  Results  of  Operations  of the  Company,"  "Selected
Consolidated  Historical  Financial  Data of  Superior  Insurance  Company"  and
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations of Superior" in the Prospectus fairly present, on the basis stated in
the Prospectus,  the information  included therein,  and have been compiled on a
basis consistent with that of the audited financial  statements  included in the
Registration  Statement.  The  supporting  notes and  schedules  included in the
Registration Statement,  the Prospectus and/or any Preliminary Prospectus fairly
state in all material respects the information  required to be stated therein in
relation to the financial  statements  taken as a whole.  The unaudited  interim
consolidated  financial statements included in the Registration Statement comply
as to form in all material respects with the applicable accounting  requirements
of Rule 10-01 of Regulation S-X under the Act.

               (xviii) This  Agreement  has been duly  authorized,  executed and
delivered by each of the Company and Parent,  and, assuming due execution by the
Representatives of the Underwriters, constitutes the valid and binding agreement
of each of the Company and Parent, enforceable against the Company and Parent in
accordance with its terms, subject, as to enforcement, to applicable bankruptcy,
insolvency,  reorganization  and  moratorium  laws and other laws relating to or
affecting  the  enforcement  of  creditors'  rights  generally  and  to  general
equitable principles and except as the enforceability of rights to indemnity and
contribution  under this  Agreement may be limited under  applicable  securities
laws or the public policy underlying such laws.

               (xix)  The  sale  of the  Shares  and  the  performance  of  this
Agreement and the consummation of the transactions  herein contemplated will not
(with or  without  the  giving  of notice  or the  passage  of time or both) (A)
conflict with any term or provision of the articles of  incorporation or bylaws,
or other  organizational  documents,  of the Company or Parent,  (B) result in a
breach or  violation  of any of the terms or  provisions  of,  or  constitute  a
default under, any indenture,  mortgage, deed of trust, loan agreement, lease or
other agreement



                                                         9

<PAGE>



or instrument to which the Company or Parent is a party or to which any of their
respective  properties  or assets are subject,  (C) conflict with or violate any
provision  of the  governing  instruments  of the  Company or Parent or any law,
statute,  rule or  regulation  or any order,  judgment or decree of any court or
governmental  agency or body having  jurisdiction  over the Company or Parent or
any of the  properties  or assets of the  Company  or Parent or (D)  result in a
breach, termination or lapse of the corporate power and authority of the Company
or Parent to own or lease and operate its assets and  properties and conduct its
business as described in the Prospectus.

               (xx) When the Shares  have been duly  delivered  against  payment
therefor as contemplated  by this Agreement,  the Shares will be validly issued,
fully paid and  non-assessable,  and the holders  thereof will not be subject to
personal  liability  solely by reason of being such  holders.  The  certificates
representing  the Shares  are in proper  legal form  under,  and  conform in all
respects  to the  requirements  of, the  Indiana  Business  Corporation  Law, as
amended.  Neither the filing of the  Registration  Statement nor the offering or
sale of Shares as  contemplated  by this Agreement  gives any security holder of
the  Company any rights for or  relating  to the  registration  of any shares of
Common Stock or any other capital stock of the Company, except such as have been
satisfied or waived.

               (xxi) The Company has not distributed and will not distribute any
offering  material in connection  with the offering and sale of the Shares other
than the Registration  Statement, a Preliminary  Prospectus,  the Prospectus and
other material, if any, permitted by the Act.

               (xxii) Neither the Company nor any of its officers,  directors or
affiliates nor Parent has (A) taken, directly or indirectly, any action designed
to cause or result in, or that has  constituted or might  reasonably be expected
to constitute, the stabilization or manipulation of the price of any security of
the  Company  or Parent to  facilitate  the sale or resale of the  Shares or (B)
since the filing of the Registration  Statement (1) sold, bid for,  purchased or
paid anyone any compensation for soliciting purchases of, the Shares or (2) paid
or agreed to pay to any  person  any  compensation  for  soliciting  another  to
purchase any other securities of the Company or Parent.

               (xxiii)  Neither the Company,  any of its  subsidiaries,  nor any
director,  officer, employee or other person associated with or acting on behalf
of the Company or any such subsidiary has, directly or indirectly,  violated any
provision of the Foreign Corrupt Practices Act of 1977, as amended.




                                                        10

<PAGE>



               (xxiv) The  operations of the Company and its  subsidiaries  with
respect  to any  real  property  currently  leased  or  owned  or by  any  means
controlled  by the  Company  or any  subsidiary  (the  "Real  Property")  are in
compliance  in all material  respects with all federal,  state,  and local laws,
ordinances,  rules, and regulations  relating to occupational  health and safety
and the environment (collectively, "Laws"), and the Company and its subsidiaries
have not violated any Laws in a way which would give rise to a Material  Adverse
Event.  Except as  disclosed in the  Prospectus,  there is no pending or, to the
best  of  the  Company's   knowledge,   threatened  claim,   litigation  or  any
administrative agency proceeding, nor has the Company or any subsidiary received
any written or oral notice from any  governmental  entity or third party,  that:
(A) alleges a material violation of any Laws by the Company or any subsidiary or
(B)  alleges  the  Company  or  any  subsidiary  is a  liable  party  under  the
Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C.
ss. 9601 et seq. or any state superfund law.

               (xxv) The  Company and each of its  subsidiaries  owns or has the
right to use trademarks,  trademark  applications,  trade names,  service marks,
franchises,  trade secrets,  proprietary or other  confidential  information and
intangible properties and assets (collectively, "Intangibles"); and, to the best
knowledge of the Company,  neither the Company nor any  subsidiary has infringed
or is infringing, and neither the Company nor any subsidiary has received notice
of infringement with respect to, asserted Intangibles of others.

               (xxvi) The  Company and each of its  subsidiaries  are insured by
insurers of recognized  financial  responsibility  against such losses and risks
and in such amounts as are prudent and customary in the businesses in which they
are engaged;  and neither the Company nor any such  subsidiary has any reason to
believe that it will not be able to renew its existing insurance coverage as and
when such coverage  expires or to obtain similar  coverage from similar insurers
as may be necessary to continue  its  business at a comparable  cost,  except as
disclosed in the Prospectus. The foregoing representation is not intended to and
does not relate to any  reinsurance  contracts,  agreements or treaties to which
the Company or any of its subsidiaries is a party.

               (xxvii) Each of the Company and its subsidiaries  makes and keeps
accurate  books  and  records  reflecting  its  assets  and  maintains  internal
accounting controls which provide reasonable assurance that (A) transactions are
executed in accordance with  management's  authorization,  (B)  transactions are
recorded  as  necessary  to permit  preparation  of the  Company's  consolidated
financial statements in accordance with generally



                                                        11

<PAGE>



accepted accounting principles and to maintain  accountability for the assets of
the  Company,  (C)  access  to  the  assets  of  the  Company  and  each  of its
subsidiaries is permitted only in accordance with management's authorization and
(D) the  recorded  accountability  for  assets  of the  Company  and each of its
subsidiaries  is compared  with  existing  assets at  reasonable  intervals  and
appropriate action is taken with respect to any differences.

               (xxviii)The  Company and its subsidiaries have filed all foreign,
federal,  state and local tax returns  that are required to be filed by them and
have paid all taxes  shown as due on such  returns  as well as all other  taxes,
assessments and governmental  charges that are due and payable;  and no material
deficiency with respect to any such return has been assessed or proposed.

               (xxix) Except for such plans that are expressly  disclosed in the
Prospectus,  the Company and its subsidiaries do not maintain,  contribute to or
have any material  liability with respect to any employee  benefit plan,  profit
sharing plan,  employee  pension  benefit plan,  employee  welfare benefit plan,
equity-based plan or deferred  compensation plan or arrangements  (collectively,
"Plans") that are subject to the  provisions of the Employee  Retirement  Income
Security  Act of 1974,  as  amended,  and the rules and  regulations  thereunder
("ERISA").  All  Plans  are in  compliance  in all  material  respects  with all
applicable  laws,  including  but not limited to ERISA and the Internal  Revenue
Code of 1986, as amended (the "Code"),  and have been operated and  administered
in all material  respects in accordance  with their terms.  No Plan is a defined
benefit plan or  multiemployer  plan. The Company does not provide  retiree life
and/or retiree health  benefits or coverage for any employee or any  beneficiary
of any employee  after such  employee's  termination  of  employment,  except as
required  by Section  4980B of the Code or under a Plan which is  intended to be
"qualified"  under Section  401(a) of the Code. No Plan has been involved in any
prohibited  transaction  under Section 406 of ERISA or Section 4975 of the Code.
Full  payment  has been  made of all  amounts  which the  Company  or any of its
subsidiaries  were  required  under  the  terms  of the  Plans  to have  paid as
contributions  to such  Plans  on or prior to the  date  hereof  (excluding  any
amounts not yet due). No material liability,  claim,  action or litigation,  has
been incurred, made, commenced or, to the knowledge of the Company,  threatened,
by or against the Company or any of its  subsidiaries  with  respect to any Plan
(other than for benefits payable in the ordinary course).  No material liability
has been,  or could  reasonably  be expected to be,  incurred  under Title IV of
ERISA or Section 412 of the Code by any entity  required to be  aggregated  with
the  Company or any of its  subsidiaries  pursuant  to Section  4001(b) of ERISA
and/or Section 414(b) or (c) of the Code (and the



                                                        12

<PAGE>



regulations  promulgated  thereunder)  with  respect  to any  "employee  pension
benefit  plan"  which  is not a Plan.  As used in  this  subsection,  the  terms
"defined  benefit plan,"  "employee  benefit plan,"  "employee  pension  benefit
plan," "employee welfare benefit plan" and  "multiemployer  plan" shall have the
respective meanings assigned to such terms in Section 3 of ERISA.

               (xxx) No material  labor dispute exists with the Company's or any
of its  subsidiary's  employees,  and no such labor dispute is  threatened.  The
Company has no knowledge of any existing or threatened labor  disturbance by the
employees of any of its principal  agents,  suppliers,  contractors or customers
that would give rise to a Material Adverse Event.

               (xxxi) Each contract or other instrument  (however  characterized
or described) to which the Company or any  subsidiary is a party or by which any
of its  properties or business is bound or affected and which is material to the
conduct of the Company's  business as described in the  Prospectus has been duly
and validly executed by the Company or such subsidiary, and, to the knowledge of
the  Company,  by the  other  parties  thereto.  Each  such  contract  or  other
instrument  is in full force and effect and is  enforceable  against the parties
thereto  in  accordance  with  its  terms,  and  the  Company  and  each  of its
subsidiaries are not, and to the knowledge of the Company, no other party is, in
default  thereunder,  nor has any event occurred that, with the lapse of time or
the  giving of  notice,  or both,  would  constitute  a  default  under any such
contract or other  instrument.  All necessary  consents  under such contracts or
other instruments to disclosure in the Prospectus with respect thereto have been
obtained.

               (xxxii)  The  Company  and its  subsidiaries  have  received  all
permits, licenses, franchises, authorizations, registrations, qualifications and
approvals  (collectively,  "Permits") of governmental or regulatory  authorities
(including,   without  limitation,   state  and/or  other  insurance  regulatory
authorities)  as may be  required  of them to own their  properties  and conduct
their  businesses  in the manner  described in the  Prospectus,  subject to such
qualifications  as may be set forth in the  Prospectus;  and the Company and its
subsidiaries have fulfilled and performed all of their material obligations with
respect to such Permits, and no event has occurred which allows or, after notice
or lapse of time or both,  would  allow  revocation  or  termination  thereof or
result in any other material  impairment of the rights of the holder of any such
Permit,  subject in each case to such  qualification  as may be set forth in the
Prospectus;  and, except as described in the Prospectus, such Permits contain no
restrictions  that  materially  affect  the  ability  of  the  Company  and  its
subsidiaries to conduct their businesses.




                                                        13

<PAGE>



               (xxxiii)The  Company and each of its subsidiaries  have filed, or
has had  filed  on its  behalf,  on a  timely  basis,  all  materials,  reports,
documents  and  information,  including  but not  limited to annual  reports and
reports of examination  with each  applicable  insurance  regulatory  authority,
board or agency,  which are required to be filed by it, except where the failure
to have timely filed such materials,  reports,  documents and information  would
not constitute a Material Adverse Event.

               (xxxiv)  Neither  Parent nor the Company nor any of the Company's
subsidiaries  is  an  "investment  company"  or a  company  "controlled"  by  an
investment  company as such  terms are  defined in  Sections  3(a) and  2(a)(9),
respectively, of the Investment Company Act of 1940, as amended (the "Investment
Company  Act"),  and, if the Company  conducts  its business as set forth in the
Registration  Statement  and the  Prospectus,  will not  become  an  "investment
company" and will not be required to register under the Investment Company Act.

               (xxxv)  To  the  best  knowledge  of  the  Company,  none  of the
officers,  directors  (except as  previously  disclosed to you by the Company in
writing)  or  shareholders  holding  5% or more of any  class  of the  Company's
capital  stock are  affiliated  with any member of the National  Association  of
Securities Dealers, Inc. (the "NASD").

               (xxxvi)  The  common  stock of  Parent  is  registered  under the
Exchange Act and Parent is in substantial  compliance  with the  requirements of
the United States federal securities laws (including,  without  limitation,  the
requirements  of the Exchange Act), the Nasdaq  National  Market and the Toronto
Stock  Exchange.  No document that has been filed by Parent with the  Commission
pursuant to the Exchange Act including,  without limitation, any Form 10-K, 10-Q
or 8-K, annual report to stockholders or proxy  statement,  (a) contained at the
time of such  filing  or,  except  to the  extent  corrected  or  modified  by a
subsequent  filing  under the  Exchange  Act,  contains an untrue  statement  of
material  fact or (b)  omitted  at the time of filing  or,  except to the extent
corrected or modified by a subsequent  filing under the Exchange  Act,  omits to
state a material fact necessary in order to make the statements made therein, in
light of the circumstances under which they were made, not misleading.

               (xxxvii)The Company and each of its subsidiaries is in compliance
with all provisions of Section 1 of the Laws of Florida,  Chapter 92-198, An Act
Relating to Disclosure of Doing Business with Cuba.

               (xxxviii The Company has not offered, or caused the  Underwriters
to offer,  Shares to any person pursuant to the Directed Share  Program with the
specific intent to unlawfully



                                                        14

<PAGE>



influence  (i) a customer or supplier of the Company to alter the  customer's or
supplier's  level  or  type  of  business  with  the  Company,  or  (ii) a trade
journalist or publication to write or publish  favorable  information  about the
Company or its products or services.

         Any certificate  signed by any officer of the Company or any subsidiary
in such  capacity  and  delivered to the  Representatives  or to counsel for the
Underwriters  pursuant to this Agreement  shall be deemed a  representation  and
warranty by the Company or such subsidiary to the several Underwriters as to the
matters covered thereby.

         2. Purchase and Sale of Shares.

             (a)  Subject to the terms and  conditions  herein  set  forth,  the
Company agrees to sell to each of the Underwriters, and each of the Underwriters
agrees,  severally and not jointly,  to purchase from the Company, at a purchase
price of Eleven Dollars and Fifty Cents  ($11.50) per share  (reflecting a seven
percent  underwriting  discount  and  a  one  percent   non-accountable  expense
allowance payable to the Representatives on behalf of the Underwriters  pursuant
to  Section  6) (the "Per Share  Price"),  the  number of Company  Shares (to be
adjusted by you so as to eliminate  fractional shares) determined by multiplying
the  aggregate  number of Shares to be sold by the  Company  as set forth in the
first  paragraph of this Agreement by a fraction,  the numerator of which is the
aggregate  number of Company  Shares to be purchased by such  Underwriter as set
forth  opposite  the name of such  Underwriter  in  Schedule  I hereto,  and the
denominator  of which is the aggregate  number of Company Shares to be purchased
by the several Underwriters hereunder.

             (b) The  Company  hereby  grants to the  Underwriters  the right to
purchase  at their  election  in whole or in part  from  time to time up to Four
Hundred Fifty Thousand  (450,000)  Optional Shares,  at the Per Share Price, for
the sole purpose of covering  overallotments  in the sale of the Company Shares.
Any such election to purchase Optional Shares may be exercised by written notice
from the Representatives to the Company, given from time to time within a period
of 30  calendar  days after the date of this  Agreement  and  setting  forth the
aggregate  number of Optional  Shares to be purchased and the date on which such
Optional  Shares  are to be  delivered,  as  determined  by you but in no  event
earlier than the First Time of Delivery (as hereinafter  defined) or, unless you
otherwise  agree in writing,  earlier than two or later than ten  business  days
after the date of such  notice.  In the event  you  elect to  purchase  all or a
portion of the  Optional  Shares,  the Company  agrees to furnish or cause to be
furnished to you the certificates, letters and opinions, and to satisfy all



                                                        15

<PAGE>



conditions,  set forth in Section 7 hereof at each  Subsequent  Time of Delivery
(as hereinafter defined).

             (c) In making  this  Agreement,  each  Underwriter  is  contracting
severally,  and not  jointly,  and except as  provided  in  Sections  2(b) and 9
hereof,  the  agreement of each  Underwriter  is to purchase only that number of
shares  specified  with  respect to that  Underwriter  in Schedule I hereto.  No
Underwriter  shall be under any obligation to purchase any Optional Shares prior
to an  exercise of the option with  respect to such Shares  granted  pursuant to
Section 2(b) hereof.

         3. Offering by the  Underwriters.  Upon the authorization by you of the
release of the Shares, the several  Underwriters propose to offer the Shares for
sale upon the terms and conditions disclosed in the Prospectus.

         4. Delivery of Shares; Closing.

             (a)  Certificates in definitive form for the Shares to be purchased
by each Underwriter hereunder,  and in such denominations and registered in such
names as you may request  upon at least 48 hours'  prior  notice to the Company,
shall be  delivered  by or on behalf of the  Company,  to you for the account of
such  Underwriter,  against  payment  by such  Underwriter  on its behalf of the
purchase price therefor by (at the  Representatives'  election) wire transfer of
immediately available funds to such accounts as the Company (as the case may be)
shall designate in writing, or by official bank check or checks (payable in next
day funds), payable to the order of the Company in next-day available funds. The
closing of the sale and  purchase of the Shares  shall be held at the offices of
LeBoeuf, Lamb, Greene & MacRae, L.L.P., 125 West 55th Street, New York, New York
10019,  except that physical delivery of such certificates  shall be made at the
office of The  Depository  Trust Company,  55 North Water Street,  New York, New
York  10041.  The time and date of such  delivery  and  payment  shall be,  with
respect to the Company  Shares,  at 10:00 a.m.,  New York, New York time, on the
third (3rd) full business day after this  Agreement is executed or at such other
time and date as you and the  Company  may  agree  upon in  writing,  and,  with
respect to the Optional  Shares,  at 10:00 a.m., New York, New York time, on the
date  specified by you in the written  notice given by you of the  Underwriters'
election to purchase all or part of such Optional Shares,  or at such other time
and date as you and the Company  may agree upon in  writing.  Such time and date
for  delivery  of the  Company  Shares  is  herein  called  the  "First  Time of
Delivery,"  such time and date for delivery of any Optional  Shares,  if not the
First Time of Delivery,  is herein called a "Subsequent  Time of Delivery,"  and
each such time and date for delivery is herein called a "Time of Delivery."  The
Company will make such certificates available for checking and



                                                        16

<PAGE>



packaging  at least 24 hours prior to each Time of Delivery at the office of The
Depository Trust Company,  55 North Water Street, New York, New York 10041 or at
such other location  specified by you in writing at least 48 hours prior to such
Time of Delivery.

         5. Covenants of the Company.

             (a) The Company and the Parent  covenant and agree with each of the
Underwriters that:

                (i)  The  Company  will  use  its  best  efforts  to  cause  the
Registration  Statement, if not effective prior to the execution and delivery of
this Agreement,  to become  effective.  If the  Registration  Statement has been
declared  effective prior to the execution and delivery of this  Agreement,  the
Company  will  file  the  Prospectus  with  the  Commission  pursuant  to and in
accordance with  subparagraph (1) (or, if applicable and if consented to by you,
subparagraph  (4)) of Rule  424(b) not later than the  earlier of (A) the second
business day following  the execution and delivery of this  Agreement or (B) the
fifth  business  day  after  the date on which  the  Registration  Statement  is
declared  effective.  The Company  will  advise you  promptly of any such filing
pursuant to Rule  424(b).  The Company  will file  promptly  all reports and any
definitive proxy or information  statements  required to be filed by the Company
with  the  Commission  pursuant  to  Section  13(a),  13(c),  14 or 15(d) of the
Exchange Act  subsequent  to the date of the  Prospectus  and for so long as the
delivery of a prospectus is required in connection  with the offering,  sale and
distribution of the Shares.

                (ii)  The  Company  will  not  file  with  the   Commission  the
prospectus  or the  amendment  referred  to in the  second  sentence  of Section
1(a)(i)  hereof,  any amendment or supplement to the Prospectus or any amendment
to the Registration  Statement  unless you have received a reasonable  period of
time to review any such proposed  amendment or  supplement  and consented to the
filing  thereof and will use its best efforts to cause any such amendment to the
Registration  Statement to be declared  effective as promptly as possible.  Upon
the request of the Representatives or counsel for the Underwriters,  the Company
will promptly prepare and file with the Commission, in accordance with the rules
and regulations of the Commission,  any amendments to the Registration Statement
or  amendments  or  supplements  to the  Prospectus  that  may be  necessary  or
advisable  in  connection  with the  distribution  of the Shares by the  several
Underwriters  and will use its best  efforts to cause any such  amendment to the
Registration  Statement to be declared  effective  as promptly as  possible.  If
required,  the Company will file any amendment or  supplement to the  Prospectus
with the  Commission  in the manner and within the time period  required by Rule
424(b)  under the Act.  The Company  will advise the  Representatives,  promptly
after



                                                        17

<PAGE>



receiving  notice thereof,  of the time when the  Registration  Statement or any
amendment thereto has been filed or declared  effective or the Prospectus or any
amendment or supplement  thereto has been filed and will provide evidence to the
Representatives of each such filing or effectiveness.

                (iii) The  Company  will  advise you  promptly  after  receiving
notice or obtaining  knowledge of (A) when any  post-effective  amendment to the
Registration  Statement  is filed with the  Commission,  (B) the  receipt of any
comments from the Commission concerning the Registration Statement, (C) when any
post-effective  amendment to the Registration  Statement becomes  effective,  or
when any supplement to the Prospectus or any amended  Prospectus has been filed,
(D)  the  issuance  by  the   Commission  of  any  stop  order   suspending  the
effectiveness  of the  Registration  Statement  or any part thereof or any order
preventing or suspending the use of any Preliminary Prospectus or the Prospectus
or any amendment or supplement thereto,  (E) the suspension of the qualification
of the  Shares for offer or sale in any  jurisdiction  or of the  initiation  or
threatening of any proceeding for any such purpose,  (F) any request made by the
Commission or any securities  authority of any other  jurisdiction  for amending
the Registration Statement,  for amending or supplementing the Prospectus or for
additional  information.  The Company  will use its best  efforts to prevent the
issuance  of any such stop order or  suspension  and,  if any such stop order or
suspension is issued, to obtain the withdrawal thereof as promptly as possible.

                (iv) If the delivery of a  prospectus  relating to the Shares is
required  under the Act at any time prior to the expiration of nine months after
the date of the  Prospectus  and if at such time any events  have  occurred as a
result of which the Prospectus as then amended or supplemented  would include an
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under
which  they were made,  not  misleading,  or if for any  reason it is  necessary
during such same period to amend or supplement the Prospectus,  the Company will
promptly notify you and upon your request (but at the Company's expense) prepare
and file with the Commission an amendment or supplement to the  Prospectus  that
corrects such statement or omission or effects such  compliance and will furnish
without  charge to each  Underwriter  and to any  dealer in  securities  as many
copies of such amended or  supplemented  Prospectus as you may from time to time
reasonably  request.  If the delivery of a prospectus  relating to the Shares is
required  under  the Act at any time nine  months or more  after the date of the
Prospectus,  upon your  request  but at the  expense  of such  Underwriter,  the
Company will prepare and deliver to such Underwriter as many



                                                        18

<PAGE>



copies as you may  request of an amended or  supplemented  Prospectus  complying
with Section 10(a)(3) of the Act.

                (v) The Company promptly from time to time will take such action
as you may reasonably  request to qualify the Shares for offering and sale under
the  securities  or blue sky laws of such  jurisdictions  as you may request and
will continue such  qualifications  in effect for as long as may be necessary to
complete the distribution of the Shares,  provided that in connection  therewith
the Company shall not be required to qualify as a foreign corporation or to file
a general consent to service of process in any jurisdiction.

                (vi) The Company will promptly provide you, without charge,  (A)
three manually executed copies of the Registration Statement as originally filed
with the Commission and of each  amendment  thereto,  including all exhibits and
all documents or information  incorporated  by reference  therein,  (B) for each
other  Underwriter a conformed copy of the Registration  Statement as originally
filed  and of  each  amendment  thereto,  without  exhibits  but  including  all
documents or information  incorporated by reference therein and (C) so long as a
prospectus  relating to the Shares is required to be delivered under the Act, as
many copies of each Preliminary Prospectus or the Prospectus or any amendment or
supplement thereto as you may reasonably request.

                (vii) As soon as  practicable,  but in any event not later  than
the  last  day  of  the  thirteenth  month  after  the  effective  date  of  the
Registration  Statement,  the  Company  will  make  generally  available  to its
security holders an earnings  statement of the Company and its subsidiaries,  if
any,  covering a period of at least 12 months beginning after the effective date
of the Registration Statement (which need not be audited) complying with Section
11(a) of the Act and the rules and regulations thereunder.

                (viii)  During the  period  beginning  from the date  hereof and
continuing to and including the date 180 days after the date of the  Prospectus,
the Company and Parent will not,  without  your prior  written  consent,  offer,
issue,  sell,  contract to sell,  grant any option for the sale of, or otherwise
dispose of,  directly or  indirectly,  any shares of Common Stock or  securities
convertible  into or  exercisable  or  exchangeable  for shares of Common Stock,
except as provided in Section 2.

                (ix) During the period of three years after the  effective  date
of the  Registration  Statement,  the  Company  will  furnish  to you and,  upon
request,  to each of the other  Underwriters,  without charge, (A) copies of all
reports or other  communications  (financial or other) furnished to shareholders
and



                                                        19

<PAGE>



(B) as  soon  as  they  are  available,  copies  of any  reports  and  financial
statements  furnished to or filed with the Commission,  the National Association
of Securities Dealers, Inc. or any national securities exchange.

                (x)  Prior  to the  termination  of the  underwriting  syndicate
contemplated  by this  Agreement,  neither the Company nor any of its  officers,
directors or affiliates nor Parent will (A) take,  directly or  indirectly,  any
action  designed to cause or to result in, or that might  reasonably be expected
to constitute, the stabilization or manipulation of the price of any security of
the Company to  facilitate  the sale or resale of any of the Shares or (B) sell,
bid for,  purchase or pay anyone any compensation  for soliciting  purchases of,
the Shares other than as contemplated under the Directed Share Program.

                (xi) If at any time during the period  beginning on the date the
Registration Statement becomes effective and ending on the later of (A) the date
30 days after such  effective  date and (B) the date that is the  earlier of (1)
the date on which the Company first files with the Commission a Quarterly Report
on Form 10-Q after  such  effective  date and (2) the date on which the  Company
first issues a quarterly  financial report to shareholders  after such effective
date,  (x) any  publication  or event relating to or affecting the Company shall
occur as a result of which in your  reasonable  opinion the market  price of the
Common  Stock has been or is likely to be  materially  affected  (regardless  of
whether such publication or event  necessitates an amendment of or supplement to
the  Prospectus),  or (y) any rumor  relating to or affecting  the Company shall
occur as a result of which in your  reasonable  opinion the market  price of the
Common  Stock has been or is likely to be  materially  affected  (regardless  of
whether  such  rumor   necessitates   an  amendment  of  or  supplement  to  the
Prospectus),  the Company will consult with you  concerning  the  necessity of a
press release or other public statement,  and, if the Company  determines that a
press release or other public statement is necessary, the Company will forthwith
prepare and consult with you  concerning  the  substance  of, and  disseminate a
press  release  or  other  public  statement,  reasonably  satisfactory  to you,
responding to or commenting on such publication, event or rumor.

                (xii) The Company will comply with the Act, the Exchange Act and
the rules and regulations thereunder so as to permit the continuance of sales of
and  dealings  in the Shares for as long as may be  necessary  to  complete  the
distribution of the Shares as contemplated hereby.

                (xiii)  In case of any  event,  at any time  within  the  period
during which a prospectus is required to be delivered



                                                        20

<PAGE>



under  the  Act,  as a  result  of  which  any  Preliminary  Prospectus  or  the
Prospectus,  as then amended or supplemented,  would contain an untrue statement
of a material  fact,  or omit to state any material  fact  necessary in order to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading,  or,  if it is  necessary  at  any  time  to  amend  any
Preliminary  Prospectus  or  the  Prospectus  to  comply  with  the  Act  or any
applicable  securities or blue sky laws,  the Company  promptly will prepare and
file with the Commission,  and any applicable  state securities  commission,  an
amendment,  supplement or document that will correct such  statement or omission
or effect such  compliance  and will  furnish to the several  Underwriters  such
number of copies  of such  amendment(s),  supplement(s)  or  document(s)  as the
Representatives  may reasonably  request.  For purposes of this subsection,  the
Company will provide such information to the Representatives,  the Underwriters'
counsel and counsel to the Company as shall be  necessary to enable such persons
to consult with the Company with respect to the need to amend or supplement  the
Registration Statement, any Preliminary Prospectus or the Prospectus or file any
document, and shall furnish to the Representatives and the Underwriters' counsel
such further information as each may from time to time reasonably request.

                (xiv) The  Company  will use its best  efforts to  maintain  the
qualification  or  listing  of the shares of Common  Stock  (including,  without
limitation, the Shares) on the Nasdaq National Market.

                (xv) In connection with the Directed Share Program,  the Company
will ensure that the Directed  Shares will be restricted to the extent  required
by the NASD or the  NASD  rules  from  sale,  transfer,  assignment,  pledge  or
hypothecation   for  a  period  of  three  months  following  the  date  of  the
effectiveness  of the  Registration  Statement.  Advest,  Inc.  will  notify the
Company as to which  Participants will need to be so restricted.  At the request
of Advest,  Inc.,  the  Company  will  direct the  transfer  agent to place stop
transfer restrictions upon such securities for such period of time.

                (xvi) The Company will pay all fees and  disbursements  incurred
by the  Underwriters in connection with the offer of any Directed Shares outside
of the United States under the Directed Share Program and stamp duties,  similar
taxes  or  duties  or other  taxes,  if any,  incurred  by the  Underwriters  in
connection with the Directed Share Program.

             (b) The Company and Parent  covenant  with  Advest,  Inc.  that the
Company will comply with all applicable  securities and other  applicable  laws,
rules and regulations in each foreign



                                                        21

<PAGE>



jurisdiction  in which the Directed  Shares are offered in  connection  with the
Directed Share Program.

         6.  Expenses.  The Company will pay all costs and expenses  incident to
the performance of the obligations of the Company under this Agreement,  whether
or not the transactions contemplated hereby are consummated or this Agreement is
terminated pursuant to Section 10 hereof,  including,  without  limitation,  all
costs  and  expenses  incident  to (i)  the  printing  of and  mailing  expenses
associated with the Registration  Statement,  the Preliminary Prospectus and the
Prospectus  and any  amendments or  supplements  thereto,  this  Agreement,  the
Agreement among Underwriters,  the underwriters' questionnaire submitted to each
of the Underwriters by the Representatives in connection herewith,  the power of
attorney  executed  by each of the  Underwriters  in favor of  Advest,  Inc.  in
connection herewith,  the Dealer Agreement and related documents  (collectively,
the "Underwriting  Documents") and the preliminary Blue Sky memorandum  relating
to the offering prepared by LeBoeuf,  Lamb, Greene & MacRae,  L.L.P., counsel to
the Underwriters  (collectively  with any supplement  thereto,  the "Preliminary
Blue  Sky  Memorandum");  (ii)  the  fees,  disbursements  and  expenses  of the
Company's  counsel and  accountants in connection  with the  registration of the
Shares under the Act and all other expenses in connection  with the  preparation
and,  if  applicable,  filing  of  the  Registration  Statement  (including  all
amendments  thereto),  any  Preliminary  Prospectus,   the  Prospectus  and  any
amendments  and  supplements  thereto,   the  Underwriting   Documents  and  the
Preliminary  Blue Sky Memorandum;  (iii) the delivery of copies of the foregoing
documents to the  Underwriters;  (iv) the filing fees of the  Commission and the
NASD relating to the Shares;  (v) the preparation,  issuance and delivery to the
Underwriters  of any  certificates  evidencing  the Shares,  including  transfer
agent's and registrar's  fees; (vi) the qualification of the Shares for offering
and sale under state  securities  and blue sky laws,  including  filing fees and
fees and  disbursements  of counsel  for the  Underwriters  (and  local  counsel
therefor)  relating  thereto;  (vii) any  listing  of the  Shares on the  Nasdaq
National Market;  (viii) any expenses for travel,  lodging and meals incurred by
the Company and any of its officers,  directors and employees in connection with
any  meetings  with  prospective  investors  in the  Shares;  (ix) the  costs of
advertising the offering,  including,  without  limitation,  with respect to the
placement  of  "tombstone"   advertisements  in  publications  selected  by  the
Representatives; and (x) all other costs and expenses reasonably incident to the
performance  of the  Company's  obligations  hereunder  that  are not  otherwise
specifically provided for in this Section 6. In addition, the Company has agreed
to pay to Advest, Inc., on behalf of the Underwriters, at each Time of Delivery,
a non-accountable expense allowance in the amount of 1% of the gross



                                                        22

<PAGE>



proceeds  from the sale of the  Shares to be  applied  to the  reimbursement  of
underwriting syndicate expenses.

         7. Conditions of the Underwriters' Obligations.  The obligations of the
Underwriters  hereunder  to purchase  and pay for the Shares to be  delivered at
each Time of Delivery shall be subject, in their discretion,  to the accuracy of
the  representations  and warranties of each of the Company and Parent contained
herein as of the date hereof and as of such Time of Delivery, to the accuracy of
the statements of Company  officers made pursuant to the provisions  hereof,  to
the  performance  by  each  of the  Company  and  Parent  of its  covenants  and
agreements hereunder, and to the following additional conditions precedent:

             (a) If the registration statement as amended to date has not become
effective prior to the execution of this Agreement,  such registration statement
shall  have  been  declared  effective  not later  than  11:00  a.m.,  Hartford,
Connecticut  time, on the date of this  Agreement or such later date and/or time
as shall  have been  consented  to by you in  writing.  The  Prospectus  and any
amendment  or  supplement  thereto  shall have been  filed  with the  Commission
pursuant to Rule 424(b) within the  applicable  time period  prescribed for such
filing and in  accordance  with  Section 5(a) of this  Agreement;  no stop order
suspending the  effectiveness of the Registration  Statement or any part thereof
shall  have been  issued and no  proceedings  for that  purpose  shall have been
instituted,  threatened  or,  to the  knowledge  of the  Company,  Parent or the
Representatives, contemplated by the Commission; and all requests for additional
information on the part of the Commission  shall have been complied with to your
reasonable satisfaction.

             (b) All corporate  proceedings  and other  matters  incident to the
authorization,  form and validity of this Agreement,  the Shares and the form of
the  Registration  Statement  and the  Prospectus,  and all other legal  matters
relating to this Agreement and the transactions  contemplated  hereby,  shall be
satisfactory in all material respects to counsel to the Underwriters.

             (c) The  Representatives  shall have  received  copies of  executed
lock-up  agreements from each of Parent,  the Company and the Company's officers
and directors who own shares of Common Stock or securities  convertible  into or
exchangeable  or  exercisable  for Common  Stock or who may be issued  shares of
Common Stock under an option plan or other  arrangement  to the effect that such
individuals  and entities will not offer,  sell,  contract to sell, or otherwise
dispose of, any such shares of Common Stock or  securities  convertible  into or
exchangeable or exercisable for Common Stock for a period of 180 days after the



                                                        23

<PAGE>



date of the Prospectus without the written consent of Advest, Inc.

             (d) The  Representatives  shall  have  received  at or prior to the
First Time of Delivery from the  Underwriters'  counsel the Preliminary Blue Sky
Memorandum,  such  memorandum  to be in form and substance  satisfactory  to the
Representatives.

             (e)  LeBoeuf,  Lamb,  Greene  &  MacRae,  L.L.P.,  counsel  for the
Underwriters,  shall have furnished to you such opinion or opinions,  dated such
Time of Delivery, with respect to the incorporation of the Company, the validity
of the  Shares  being  delivered  at such  Time of  Delivery,  the  Registration
Statement,  the  Prospectus,  and other  related  matters as you may  reasonably
request,  and the Company shall have furnished to such counsel such documents as
they request for the purpose of enabling them to pass upon such matters.

             (f) The NASD shall have  indicated  that it has no objection to the
underwriting arrangements pertaining to the sale of any of the Shares.

             (g)  You  shall  have  received  an  opinion,  dated  such  Time of
Delivery, of Barnes & Thornburg,  counsel for the Company, in form and substance
satisfactory to you and your counsel, to the effect that:

                (i) The Company has been duly incorporated,  is validly existing
as a  corporation  under the laws of the State of Indiana and has the  corporate
power and authority to own or lease its  properties  and conduct its business as
described in the  Registration  Statement and the  Prospectus  and to enter into
this Agreement and perform its obligations hereunder.

                (ii)  Each  of the  subsidiaries  listed  on  Exhibit  21 to the
Registration  Statement (the  "Subsidiaries") of the Company is validly existing
as a  corporation  in good  standing  (where  applicable)  under the laws of its
jurisdiction of  incorporation  and has the corporate power and authority to own
or  lease  its   properties  and  conduct  its  business  as  described  in  the
Registration Statement and the Prospectus.

                (iii) The Company's  authorized,  issued and outstanding capital
stock is as  disclosed  in the  Prospectus.  All of the issued  shares of Common
Stock of the Company have been duly  authorized  and validly  issued,  are fully
paid and  nonassessable  and  conform to the  description  of the  Common  Stock
contained in the Prospectus. None of the outstanding shares of Common Stock have
been  issued in  violation  of the  preemptive  or other  similar  rights of any
shareholder or  warrantholder  of the Company arising by operation of law, under
the Articles of



                                                        24

<PAGE>



Incorporation or Bylaws of the Company or, to our knowledge, under any agreement
to which the Company or any of its  Subsidiaries is a party. The issuance of the
shares of Common  Stock is not subject to  preemptive  or other  similar  rights
under  the  Articles  of  Incorporation  or  Bylaws  of the  Company  or, to our
knowledge,  under any agreement to which the Company or any of its  Subsidiaries
is a party.

                (iv) All of the issued  shares of  capital  stock of each of the
Company's  subsidiaries have been duly authorized and validly issued,  are fully
paid and nonassessable, and, to such counsel's knowledge, are owned beneficially
by the  Company  or its  subsidiaries,  free and  clear of all  liens,  security
interests,  pledges, charges,  encumbrances,  shareholders'  agreements,  voting
agreements,  proxies, voting trusts,  defects,  equities or claims of any nature
whatsoever  (collectively,   "Encumbrances"),   including,  without  limitation,
Encumbrances arising or resulting from any indenture,  mortgage,  deed of trust,
loan agreement,  lease or other  agreement of or entered into by Parent,  except
for the Pledges and the  Stockholder  Agreement  (as such term is defined in the
Prospectus).

                (v) When the Shares  have been duly  delivered  against  payment
therefor as contemplated by this Agreement,  the Shares will be duly authorized,
validly issued and fully paid and nonassessable, the holders thereof will not be
subject to  personal  liability  solely by reason of being such  holders and the
Shares will  conform to the  description  of the Common  Stock  contained in the
Prospectus;  the  certificates  evidencing  the  Shares  will  comply  with  all
applicable  requirements of Indiana law; and the Shares will have been listed on
the Nasdaq National Market.

                (vi) To such counsel's knowledge, neither the Company nor any of
its  subsidiaries  is, or with the  giving of notice or passage of time or both,
would be, in violation of its Articles of Incorporation or Bylaws,  in each case
as amended to date.

                (vii) The sale of the Shares being sold at such Time of Delivery
and the performance of this Agreement and the  consummation of the  transactions
herein   contemplated  will  not  violate  any  provision  of  the  Articles  of
Incorporation or Bylaws of the Company or any of its Subsidiaries,  in each case
as amended to date, or to such counsel's  knowledge,  any existing law, statute,
rule or  regulation,  or conflict with, or (with or without the giving of notice
or the passage of time or both)  result in a breach or  violation  of any of the
terms or provisions of, or constitute a default under, any indenture,  mortgage,
deed of trust,  loan agreement,  lease or other agreement or instrument known to
such counsel to which the Company or any such Subsidiary



                                                        25

<PAGE>



is a party or to which any of their  respective  properties or assets is subject
(except  for  any  conflicts  with,  breaches  of  or  violations  of  any  such
indentures,  mortgages,  deeds  of  trust,  loan  agreements,  leases  or  other
agreements or  instruments  which would not,  individually  or in the aggregate,
have a material adverse effect on the financial position,  results of operations
or business of the Company and its subsidiaries  taken as a whole), or, conflict
with or violate any order,  judgment  or decree  known to such  counsel,  of any
court or governmental agency or body having jurisdiction over the Company or any
of its Subsidiaries or any of their respective properties or assets, except with
respect to any statute,  rule or regulation of any regulatory authority imposing
any obligation on the part of the  Underwriters  by way of their purchase of the
Shares, as to which no opinion need be rendered.

                (viii)  To  such  counsel's  knowledge,  no  consent,  approval,
authorization,  order or declaration of or from, or registration,  qualification
or filing  with,  any court or  governmental  agency or body is required for the
sale of the Shares or the consummation of the transactions  contemplated by this
Agreement,  except such as have been or will have been  obtained and are or will
be in effect,  and  except the  registration  of the Shares  under the Act,  the
Exchange Act and such as may be required under state securities or blue sky laws
in  connection  with the  offer,  sale and  distribution  of the  Shares  by the
Underwriters, as to which such counsel expresses no opinion.

                (ix) To such counsel's  knowledge and other than as disclosed in
or contemplated by the Prospectus, there is no litigation,  arbitration,  claim,
proceeding (formal or informal) or investigation pending or threatened, in which
the  Company  or any of its  Subsidiaries  is a party or of  which  any of their
respective properties or assets is the subject which, if determined adversely to
the Company or any such Subsidiary,  would individually or in the aggregate have
a material  adverse effect on the financial  position,  results of operations or
business of the Company and its subsidiaries taken as a whole.

                (x)  The  statements  in  the  Prospectus   under  "Business  --
Regulation," "Business -- Legal Proceedings," "Description of Capital Stock" and
"Shares  Eligible  for Future  Sale" have been  reviewed  by such  counsel,  and
insofar as they refer to statements of law, descriptions of statutes,  licenses,
rules  or  regulations,  or  legal  conclusions,  are  correct  in all  material
respects.

                (xi) This  Agreement  has been  duly  authorized,  executed  and
delivered by the Company.




                                       26

<PAGE>



                (xii) Neither the Company nor any of its subsidiaries nor Parent
is an "investment company" or a company "controlled" by an investment company as
such terms are  defined  in  Sections  3(a) and  2(a)(9),  respectively,  of the
Investment Company Act of 1940, as amended.

                (xiii) The  Registration  Statement and the  Prospectus and each
amendment or supplement thereto (other than the financial statements,  the notes
and schedules thereto and other financial data included  therein,  to which such
counsel  need  express no opinion),  as of their  respective  effective or issue
dates, complied as to form in all material respects with the requirements of the
Act and the respective rules and regulations thereunder. The descriptions in the
Registration  Statement and the Prospectus of contracts and other  documents are
accurate in all material respects and fairly present the information required to
be shown;  and such  counsel  do not know of any  contracts  or  documents  of a
character  required to be described in the Registration  Statement or Prospectus
or to be filed as exhibits to the Registration Statement which are not described
and filed as required.

                (xiv)  Such   counsel  has  been  advised  by  the  Division  of
Corporation Finance of the Commission that the Registration Statement has become
effective under the Act; any required filing of the Prospectus  pursuant to Rule
424(b) has been made in the manner and within the time  period  required by Rule
424(b);  and, to such  counsel's  knowledge,  (A) no stop order  suspending  the
effectiveness of the Registration  Statement or any part thereof has been issued
and (B) no  proceedings  for that purpose have been  instituted or threatened or
are contemplated by the Commission.

         Such  counsel  shall  also  state  that they have  participated  in the
preparation of the Registration  Statement and the Prospectus and in conferences
with officers and other  representatives of the Company,  representatives of the
independent  public  accountants  for the Company,  and  representatives  of and
counsel to the Underwriters at which the contents of the Registration Statement,
the Prospectus and related matters were discussed and, although such counsel has
not passed upon or assumed any responsibility for the accuracy,  completeness or
fairness  of the  statements  contained  in the  Registration  Statement  or the
Prospectus, and although such counsel has not undertaken to verify independently
the accuracy or completeness of the statements in the Registration  Statement or
the Prospectus and,  therefore,  would not necessarily  have become aware of any
material misstatement of fact or omission to state a material fact, on the basis
of and subject to the foregoing, nothing has come to such counsel's attention to
lead them to believe that the Registration Statement, or any further



                                                        27

<PAGE>



amendment thereto made prior to such Time of Delivery, on its effective date and
as of such Time of Delivery,  contained  or contains  any untrue  statement of a
material  fact or omitted or omits to state any  material  fact  required  to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  under  which  they  were  made,  not  misleading,   or  that  the
Prospectus,  or any amendment or  supplement  thereto made prior to such Time of
Delivery,  as of its issue date and as of such Time of  Delivery,  contained  or
contains any untrue  statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading (provided that such
counsel need express no belief regarding the financial statements, the notes and
schedules  thereto and other  financial and  statistical  data  contained in the
Registration  Statement,  any  amendment  thereto,  or  the  Prospectus,  or any
amendment or supplement thereto).

         In rendering any such opinion,  such counsel may rely, as to matters of
fact, to the extent such counsel deem proper, on certificates of officers of the
Company and public  officials and letters from  officials of the NASD and on the
opinions of other counsel reasonably  satisfactory to you and your counsel as to
matters  which are  governed by laws other than the laws of the State of Indiana
and the Federal laws of the United  States;  provided  that such  counsel  shall
state in their  opinion  that they are so  relying,  and they are  justified  in
relying on such other opinions.  Copies of such  certificates of officers of the
Company and other opinions shall be addressed and furnished to the  Underwriters
and furnished to counsel for the Underwriters.

             (h)  You  shall  have  received  an  opinion,  dated  such  Time of
Delivery, of David L. Bates, Esquire, General Counsel of the Company and Parent,
in form and substance satisfactory to you and your counsel, to the effect that:

             (i) The Company has been duly incorporated,  is validly existing as
a corporation under the laws of the State of Indiana and has the corporate power
and  authority  to own or lease its  properties  and  conduct  its  business  as
described in the  Registration  Statement and the  Prospectus  and to enter into
this  Agreement  and  perform  its  obligations  hereunder.  The Company is duly
qualified to transact business as a foreign  corporation and is in good standing
under the laws of each other  jurisdiction in which it owns or leases  property,
or conducts any business, so as to require such qualification,  except where the
failure to so qualify would not have a material  adverse effect on the financial
position,  results of operations or business of the Company and its subsidiaries
taken as a whole.  Parent has been duly  incorporated,  is validly existing as a
federally  chartered  corporation  in good standing under the laws of Canada and
has the



                                                        28

<PAGE>



corporate  power and  authority  to enter into this  Agreement  and  perform its
obligations hereunder.

                (ii) Each of the subsidiaries of the Company is validly existing
as a  corporation  in  good  standing  under  the  laws of its  jurisdiction  of
incorporation  and has the  corporate  power and  authority  to own or lease its
properties and conduct its business as described in the  Registration  Statement
and the Prospectus.  Each such subsidiary is duly qualified to transact business
as a foreign  corporation  and is in good standing  under the laws of each other
jurisdiction in which it owns or leases property,  or conducts any business,  so
as to require such  qualification,  except where the failure to so qualify would
not have a  material  adverse  effect  on the  financial  position,  results  of
operations or business of the Company and its subsidiaries taken as a whole.

                (iii) Except as disclosed in the Prospectus,  there are, to such
counsel's knowledge, no outstanding (A) securities or obligations of Parent, the
Company or any of the Company's  subsidiaries  convertible  into or exchangeable
for any  capital  stock of the  Company or any such  subsidiary,  (B)  warrants,
rights or options to subscribe for or purchase  from Parent,  the Company or any
such  subsidiary any such capital stock or any such  convertible or exchangeable
securities or obligations or (C) obligations of Parent,  the Company or any such
subsidiary  to issue any  shares  of  capital  stock,  any such  convertible  or
exchangeable securities or obligations, or any such warrants, rights or options.

                (iv) Except for the Goran Registration Rights Agreement (as such
term is defined in the Prospectus),  to such counsel's  knowledge,  there are no
contracts,  agreements  or  understandings  known to such  counsel  between  the
Company and any person  granting such person the right to require the Company to
file a  registration  statement  under the Act with respect to any securities of
the  Company  owned or to be owned by such  person or to require  the Company to
include  such   securities  in  the  securities   registered   pursuant  to  the
Registration Statement (or any such right has been effectively waived) or in any
securities being registered  pursuant to any other registration  statement filed
by the Company under the Act.

                (v) To such counsel's knowledge,  neither the Company nor any of
its  subsidiaries nor Parent is, or with the giving of notice or passage of time
or both, would be, in violation of its Articles of  Incorporation or Bylaws,  in
each case as amended to date,  or, in default in any material  respect under any
indenture,  mortgage, deed of trust, loan agreement, lease or other agreement or
instrument known to such counsel to



                                                        29

<PAGE>



which the Company,  any such  subsidiary or Parent is a party or to which any of
their respective properties or assets is subject.

                (vi) To such counsel's  knowledge and other than as disclosed in
or contemplated by the Prospectus, there is no litigation,  arbitration,  claim,
proceeding (formal or informal) or investigation pending or threatened, in which
the  Company,  any of its  subsidiaries  or Parent is a party or of which any of
their  respective  properties  or assets is the  subject  which,  if  determined
adversely to the Company,  any such subsidiary or Parent,  would individually or
in the  aggregate  have a material  adverse  effect on the  financial  position,
results of operations or business of the Company and its subsidiaries taken as a
whole; and, to the best of such counsel's knowledge, neither the Company nor any
of its  subsidiaries  nor Parent is in violation  of, or in default with respect
to, any law, statute,  rule,  regulation,  order,  judgment or decree, except as
described in the  Prospectus or such as do not and will not  individually  or in
the aggregate have a material adverse effect on the financial position,  results
of operations or business of the Company and its subsidiaries  taken as a whole,
nor is the Company, any such subsidiary or Parent required to take any action in
order to avoid any such violation or default.

                (vii) This  Agreement  has been duly  authorized,  executed  and
delivered by each of the Company and Parent.

                (viii) All offers and sales of the Company's capital stock prior
to the date hereof were at all relevant times duly registered or exempt from the
registration requirements of the Act, and were duly registered or the subject of
an available  exemption  from the  registration  requirements  of the applicable
state  securities or blue sky laws, or any actions in respect thereof are barred
by the applicable statutes of limitations.

                (ix) To such  counsel's  knowledge,  the Company and each of its
subsidiaries have received all permits,  licenses,  franchises,  authorizations,
registrations,   qualifications  and  approvals  (collectively,   "permits")  of
governmental or regulatory  authorities  (including,  without limitation,  state
and/or other insurance regulatory authorities) as may be required of them to own
their  properties and to conduct their businesses in the manner described in the
Prospectus, subject to such qualification as may be set forth in the Prospectus;
to  the  best  of  such  counsel's  knowledge,  the  Company  and  each  of  its
subsidiaries have fulfilled and performed all of their material obligations with
respect to such permits and no event has occurred which allows,  or after notice
or lapse of time or both  would  allow,  revocation  or  termination  thereof or
result in any other material  impairment of the rights of the holder of any such
permits, subject in each case to such qualifications as may be set forth



                                                        30

<PAGE>



in the Prospectus;  and other than as described in the Prospectus,  such permits
contain no restrictions  that  materially  affect the ability of the Company and
its subsidiaries to conduct their businesses.

         Such  counsel  shall  also  state  that  he  has  participated  in  the
preparation of the Registration  Statement and the Prospectus and in conferences
with officers and other  representatives of the Company,  representatives of the
independent  public  accountants  for the Company,  and  representatives  of and
counsel to the Underwriters at which the contents of the Registration Statement,
the Prospectus and related matters were discussed and, although such counsel has
not passed upon or assumed any responsibility for the accuracy,  completeness or
fairness  of the  statements  contained  in the  Registration  Statement  or the
Prospectus, and although such counsel has not undertaken to verify independently
the accuracy or completeness of the statements in the Registration  Statement or
the Prospectus and,  therefore,  would not necessarily  have become aware of any
material misstatement of fact or omission to state a material fact, on the basis
of and subject to the foregoing, nothing has come to such counsel's attention to
lead him to believe that the Registration  Statement,  or any further  amendment
thereto made prior to such Time of  Delivery,  on its  effective  date and as of
such Time of Delivery,  contained or contains any untrue statement of a material
fact or  omitted  or omits to state  any  material  fact  required  to be stated
therein  or  necessary  to  make  the  statements   therein,  in  light  of  the
circumstances  under  which  they  were  made,  not  misleading,   or  that  the
Prospectus,  or any amendment or  supplement  thereto made prior to such Time of
Delivery,  as of its issue date and as of such Time of  Delivery,  contained  or
contains any untrue  statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading (provided that such
counsel need express no belief regarding the financial statements, the notes and
schedules  thereto and other  financial and  statistical  data  contained in the
Registration  Statement,  any  amendment  thereto,  or  the  Prospectus,  or any
amendment or supplement thereto).

         In rendering any such opinion,  such counsel may rely, as to matters of
fact, to the extent such counsel deem proper, on certificates of officers of the
Company and Parent,  and public officials and letters from officials of the NASD
and on the opinions of other  counsel  reasonably  satisfactory  to you and your
counsel  as to  matters  which are  governed  by laws other than the laws of the
State of Indiana and the Federal laws of the United  States;  provided that such
counsel shall state in his opinion that he is so relying, and he is justified in
relying on such other opinions. Copies of such certificates of officers of the



                                                        31

<PAGE>



Company and Parent and other  opinions  shall be addressed  and furnished to the
Underwriters and furnished to counsel for the Underwriters.

             (i)  You  shall  have  received  an  opinion,  dated  such  Time of
Delivery,  of  Smith  Lyons,  counsel  for the  Parent,  in form  and  substance
satisfactory to you and your counsel, to the effect that:

                (i) Parent has been duly  incorporated  and is validly  existing
under the laws of Canada and has the corporate power and authority to enter into
this Agreement and perform its obligations hereunder.

                (ii) The execution,  delivery and  performance by Parent of this
Agreement  does not  result in, and with the giving of notice or passage of time
or both,  would not result in, a violation  of its Articles of  Amalgamation  or
Bylaws, in each case as amended to date.

                (iii) To such counsel's knowledge and other than as disclosed in
or contemplated by the Prospectus, there is no litigation,  arbitration,  claim,
proceeding (formal or informal) or investigation pending or threatened, in which
Parent is a party or of which  any of its  properties  or assets is the  subject
which, if determined adversely to Parent, would individually or in the aggregate
have a material adverse effect on the financial position,  results of operations
or business of the Company and its subsidiaries  taken as a whole;  and, to such
counsel's  knowledge,  Parent is not in violation of, or in default with respect
to, any law, statute,  rule,  regulation,  order,  judgment or decree, except as
described in the  Prospectus or such as do not and will not  individually  or in
the aggregate have a material adverse effect on the financial position,  results
of operations or business of the Company and its subsidiaries  taken as a whole,
nor is Parent  required to take any action in order to avoid any such  violation
or default.

                (iv) This  Agreement  has been  duly  authorized,  executed  and
delivered by Parent.

         In rendering any such opinion,  such counsel may rely, as to matters of
fact, to the extent such counsel may deem proper, on certificates of officers of
Parent and public  officials.  Copies of such certificates of officers of Parent
and other  opinions  shall be addressed  and furnished to the  Underwriters  and
furnished to counsel for the Underwriters.

             (j) You shall have received from Coopers & Lybrand L.L.P.,  letters
dated, respectively, the date hereof (or, if the Registration Statement has been
declared effective prior



                                                        32

<PAGE>



to the execution and delivery of this  Agreement,  dated such effective date and
the date of this  Agreement)  and each Time of Delivery,  in form and  substance
satisfactory to you, which letters shall cover such matters as you shall request
as well as:

                (i)  confirming  that  they  are  independent  certified  public
accountants  (within the meaning of the Act) with respect to the Company and its
subsidiaries;

                (ii) stating that, in their opinion,  the financial  statements,
certain summary and selected consolidated  financial and operating data, and any
supplementary  financial  information and schedules audited by them and included
in the  Prospectus  or the  Registration  Statement  comply  as to  form  in all
material  respects with the applicable  accounting  requirements of the Act; and
they have made a review in accordance with standards established by the American
Institute of Certified Public Accountants of the unaudited  consolidated interim
financial statements, and any supplementary financial information and schedules,
selected  financial data,  and/or condensed  financial  statements  derived from
audited  financial  statements of the Company for the periods  specified in such
letter,  and, as indicated in their  report  thereon,  copies of which have been
furnished to the Representatives;

                (iii) stating that, on the basis of specified procedures,  which
included the procedures  specified by the American Institute of Certified Public
Accountants  ("AICPA")  for  a  review  of  interim  financial  information,  as
described in SFAS No. 71,  Interim  Financial  Information  (with respect to the
latest unaudited  consolidated  financial  statements of the Company included in
the Registration Statement), a reading of the latest available unaudited interim
consolidated financial statements of the Company (with an indication of the date
of the latest available  unaudited interim financial  statements),  a reading of
the latest  available  minutes of the meetings of the shareholders and the Board
of Directors  of the Company and its  subsidiaries,  and audit and  compensation
committees of such Boards,  if any, and inquiries to certain  officers and other
employees  of the  Company and its  subsidiaries  responsible  for  operational,
financial and accounting  matters and other specified  procedures and inquiries,
nothing has come to their  attention  that would cause them to believe  that (A)
the unaudited  consolidated  financial  statements  included in the Registration
Statement (1) do not comply in form in all material respects with the applicable
accounting  requirements of the Act or (2) any material  modifications should be
made to such unaudited  financial  statements for them to be in conformity  with
generally  accepted  accounting  principles;  (B) at  the  date  of  the  latest
available unaudited interim consolidated financial statements of the Company and
a  specified  date not more than five  business  days  prior to the date of such
letter, there



                                                        33

<PAGE>



was  any  change  in  the  capital  stock  and  other  items  specified  by  the
Representatives,  increase in long-term  debt,  decrease in net current  assets,
total  assets,  investments  or  shareholders'  equity  of the  Company  and its
subsidiaries,  as compared with the amounts shown in the June 30, 1996 unaudited
consolidated   balance  sheet  of  the  Company  included  in  the  Registration
Statement,  or that for the periods from June 30, 1996 to the date of the latest
available unaudited financial  statements of the Company and to a specified date
not  more  than  five  days  prior  to the date of the  letter,  there  were any
decreases,  as compared to the corresponding periods in the prior year, in gross
premiums written, net investment income, net realized capital gains, or total or
per  share   amounts  of  net   income,   or  other  items   specified   by  the
Representatives,  except in all  instances  for changes,  decreases or increases
which the Registration Statement discloses have occurred or may occur and except
for such other changes,  decreases or increases which the Representatives  shall
in their sole discretion  accept;  or (C) any other unaudited  income  statement
data and balance sheet items included in the Registration Statement do not agree
with the corresponding  items in the unaudited  financial  statements from which
such data and items were derived, and any such unaudited data and items were not
determined  on  a  basis  substantially   consistent  with  the  basis  for  the
corresponding amounts in the audited consolidated  financial statements included
or incorporated by reference in the Registration Statement;

                (iv) stating  that,  on the basis of a reading of the  unaudited
pro forma financial  statements  included in the Registration  Statement and the
Prospectus  (the  "pro  forma  financial  statements"),   carrying  out  certain
specified  procedures,  inquiries  of certain  officials  of the Company and its
subsidiary, Superior Insurance Company who have responsibility for financial and
accounting  matters,  and proving the arithmetic  accuracy of the application of
the pro forma  adjustments to the historical  amounts in the pro forma financial
statements, nothing has come to their attention that would cause them to believe
that the pro forma financial  statements do not comply in all material  respects
with the applicable accounting  requirements of Rule 11- 02 of Regulation S-X or
that the pro forma  adjustments have not been properly applied to the historical
amounts in the compilation of such statements;

                (v) stating that they have  compared  specific  dollar  amounts,
numbers of shares,  percentage  of revenues  and earnings  statements  and other
numerical  data and  financial  information  pertaining  to the  Company and its
subsidiaries  set  forth in the  Registration  Statement  and all of the  dollar
amounts  and  percentages  in the  Registration  Statement,  in each case to the
extent that such  information is derived from the accounting  records subject to
the internal control structure, policies and



                                                        34

<PAGE>



procedures of the Company's and its subsidiaries' accounting system, or has been
otherwise derived in a manner permitted by AICPA Statement on Auditing Standards
No. 72 with the results  obtained  from the  application  of specific  readings,
inquiries and other  appropriate  procedures (which procedures do not constitute
an audit in accordance with generally accepted auditing  standards) set forth in
the letter and with the accounting  records of the Company and its subsidiaries,
and found them to be in agreement.

In the event that the  letters  referred to in this  Section  7(h) set forth any
changes,  decreases or increases in the items  identified  by you, it shall be a
further  condition to the obligations of the Underwriters  that (i) such letters
shall  be  accompanied  by a  written  explanation  by  the  Company  as to  the
significance   thereof,   unless  the  Representatives   deem  such  explanation
unnecessary  and (ii) such changes,  decreases or increases do not, in your sole
judgment,  make it  impracticable  or  inadvisable to proceed with the purchase,
sale and  delivery  of the Shares  being  delivered  at such Time of Delivery as
contemplated by the  Registration  Statement,  as amended as of the date of such
letter.

                (k) Since the date of the latest  audited  financial  statements
included in the Prospectus and except pursuant to claims made by insureds in the
ordinary course of business under policies of insurance  issued by the Company's
subsidiaries   which  claims  are  reasonably   consistent  with  the  Company's
historical  claims  experience,  neither the Company nor any of its subsidiaries
shall  have  sustained  (i)  any  loss or  interference  with  their  respective
businesses from fire, explosion,  flood, hurricane or other calamity, whether or
not covered by  insurance,  or from any labor  dispute or court or  governmental
action,  order or decree,  otherwise than as disclosed in or contemplated by the
Prospectus,  or (ii) any change,  or any  development  involving  a  prospective
change (including,  without limitation, a change in management or control of the
Company),  in or affecting  the position  (financial or  otherwise),  results of
operations, net worth or business prospects of the Company and its subsidiaries,
otherwise than as disclosed in or contemplated by the Prospectus,  the effect of
which,  in either such case, is in your sole judgment so material and adverse as
to make it impracticable  or inadvisable to proceed with the purchase,  sale and
delivery of the Shares being  delivered at such Time of Delivery as contemplated
by the Registration Statement, as amended as of the date hereof.

                (l) Subsequent to the date hereof, there shall not have occurred
any of the following:  (i) any suspension or limitation in trading in securities
generally on the New York Stock  Exchange,  or any setting of minimum prices for
trading on



                                                        35

<PAGE>



such  exchange,  or in the Common Stock of the Company by the  Commission or the
National  Association of Securities Dealers Automated  Quotation National Market
System (except for  suspensions  or limitations  that last only a portion of one
business day); (ii) a moratorium on commercial  banking  activities in New York,
Indiana or Connecticut declared by either federal or state authorities; or (iii)
any  outbreak  or  escalation  of  hostilities   involving  the  United  States,
declaration  by the United  States of a national  emergency  or war or any other
national or international  calamity or emergency if the effect of any such event
specified in this clause (iii) in your sole judgment makes it  impracticable  or
inadvisable to proceed with the purchase,  sale and delivery of the Shares being
delivered  at  such  Time  of  Delivery  as  contemplated  by  the  Registration
Statement, as amended as of the date hereof.

                (m) The  Company  shall  have  furnished  to you at such Time of
Delivery certificates of the chief executive and chief financial officers of the
Company  satisfactory to you, as to the accuracy in all material respects of the
respective  representations  and  warranties of the Company  herein at and as of
such Time of Delivery  with the same effect as if made at such Time of Delivery,
as to the  performance  by the  Company of all of their  respective  obligations
hereunder to be  performed at or prior to such Time of Delivery,  and as to such
other  matters  as you may  reasonably  request,  and  the  Company  shall  have
furnished or caused to be  furnished  certificates  of such  officers as to such
matters as you may reasonably request.

                (n) The  representations  and  warranties of each of the Company
and Parent in this  Agreement and in the  certificates  delivered by each of the
Company and Parent  pursuant to this Agreement  shall be true and correct in all
material respects when made and on and as of each Time of Delivery as if made at
such time, and each of the Company and Parent shall have performed all covenants
and agreements and satisfied all conditions contained in this Agreement required
to be performed or satisfied by each of the Company and Parent at or before such
Time of Delivery.

                (o) The  Shares  shall  continue  to be listed  on the  National
Association of Securities Dealers Automated Quotation National Market System.

                (p) The  Representatives  shall have received copies of executed
lock-up  agreements from each of Parent,  Parent's  principal  shareholders  and
Parent's  officers  and  directors  who own shares of common  stock of Parent or
securities  convertible  into or exchangeable or exercisable for common stock of
Parent to the effect that such  individuals  and entities will not offer,  sell,
contract to sell,  or  otherwise  dispose of, any such shares of common stock of
Parent or securities convertible



                                                        36

<PAGE>



into or  exchangeable  or exercisable for common stock of Parent for a period of
180 days after the date of the Prospectus  without the prior written  consent of
Advest, Inc.

         8. Indemnification and Contribution.

             (a) Each of the Company and Parent  agrees to jointly and severally
indemnify and hold harmless each Underwriter against any losses, claims, damages
or liabilities,  joint or several, to which such Underwriter may become subject,
under  the  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities (or actions in respect  thereof) arise out of or are based upon: (i)
any untrue  statement or alleged untrue  statement made by the Company or Parent
in Section 1(a) of this Agreement;  (ii) any untrue  statement or alleged untrue
statement of any material fact  contained in (A) the  Registration  Statement or
any amendment  thereto,  any  Preliminary  Prospectus  or the  Prospectus or any
amendment or supplement  thereto,  or (B) any application or other document,  or
amendment or supplement  thereto,  executed by the Company or based upon written
information  furnished by or on behalf of the Company filed in any  jurisdiction
in order to qualify the Shares under the  securities or blue sky laws thereof or
filed with the Commission or any securities  association or securities  exchange
(each an  "Application");  or (iii) the omission of or alleged omission to state
in  the  Registration  Statement  or  any  amendment  thereto,  any  Preliminary
Prospectus,  the  Prospectus  or any  amendment or  supplement  thereto,  or any
Application,  a material fact required to be stated therein or necessary to make
the statements  therein not misleading,  and will reimburse each Underwriter for
any  legal  or  other  expenses  reasonably  incurred  by  such  Underwriter  in
connection with  investigating,  defending against or appearing as a third-party
witness in connection with any such loss,  claim,  damage,  liability or action;
provided,  however,  that  neither the Company nor Parent shall be liable in any
such case to the extent that any such loss, claim,  damage,  liability or action
(i)  arises  out of or is based  upon an  untrue  statement  or  alleged  untrue
statement or omission or alleged omission made in the Registration  Statement or
any  amendment  thereto,  any  Preliminary  Prospectus,  the  Prospectus  or any
amendment  or  supplement  thereto or any  Application  in reliance  upon and in
conformity with written information  furnished to the Company by any Underwriter
through you expressly for use therein (which  information is solely as set forth
in Section  1(a)(iii)  hereof) or (ii) is asserted by a person who purchased any
of the Shares which are the subject thereof from an Underwriter and if a copy of
the Prospectus (as amended or supplemented) which corrected the untrue statement
or alleged untrue  statement or omission or alleged  omission which is the basis
of the loss, claim,  damage,  liability or action for which  indemnification  is
sought was not delivered or given to such person at or prior to the written



                                       37

<PAGE>



confirmation  of the sale to such  person.  Neither the Company nor Parent will,
without the prior written consent of the  Representatives  of the  Underwriters,
settle or  compromise  or consent to the entry of any judgment in any pending or
threatened  claim,  action,  suit or  proceeding  (or related cause of action or
portion  thereof) in respect of which  indemnification  may be sought  hereunder
(whether  or not any  Underwriter  is a party  to such  claim,  action,  suit or
proceeding),   unless  such  settlement,   compromise  or  consent  includes  an
unconditional release of each Underwriter from all liability arising out of such
claim,  action,  suit or  proceeding  (or  related  cause of action  or  portion
thereof).

             (b) Each of the Company and Parent  agrees to jointly and severally
indemnify  and hold  harmless  each QIU,  in its  capacity  as QIU,  against any
losses, claims, damages or liabilities,  joint or several, to which such QIU may
become  subject,  under the Act or  otherwise,  insofar as such losses,  claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon: (i) any untrue  statement or alleged untrue  statement made by the Company
or Parent in  Section  1(a) of this  Agreement;  (ii) any  untrue  statement  or
alleged untrue  statement of any material fact contained in (A) the Registration
Statement or any amendment thereto, any Preliminary Prospectus or the Prospectus
or any  amendment  or  supplement  thereto,  or (B) any  Application;  (iii) the
omission of or alleged  omission to state in the  Registration  Statement or any
amendment thereto, any Preliminary  Prospectus,  the Prospectus or any amendment
or supplement thereto, or any Application, a material fact required to be stated
therein or  necessary to make the  statements  therein not  misleading;  or (iv)
other than as referred to in the preceding clauses (i) through (iii), such QIU's
actions as a QIU, except insofar as such losses,  claims, damages or liabilities
(or actions in respect  thereof) arising under this clause (iv) result from such
QIU's willful  misconduct or gross  negligence,  and will reimburse each QIU for
any legal or other expenses  reasonably  incurred by such QIU in connection with
investigating,  defending  against  or  appearing  as a  third-party  witness in
connection with any such loss,  claim,  damage,  liability or action;  provided,
however, that neither the Company nor Parent shall be liable in any such case to
the extent that any such loss, claim, damage, liability or action (i) arises out
of or is based upon an untrue  statement or alleged untrue statement or omission
or alleged omission made in the Registration Statement or any amendment thereto,
any  Preliminary  Prospectus,  the  Prospectus  or any  amendment or  supplement
thereto or any  Application  in reliance  upon and in  conformity  with  written
information  relating  to such QIU  furnished  to the Company by or on behalf of
such QIU in such  capacity  through  you  expressly  for use  therein  (it being
understood and acknowledged by the Company that such written  information  shall
consist solely



                                                        38

<PAGE>



of the three sentences that are set forth in the second to last paragraph of the
section  entitled  "Underwriting"  in the  Prospectus)  or (ii) is asserted by a
person who  purchased  any of the Shares  which are the subject  thereof from an
Underwriter and if a copy of the Prospectus (as amended or  supplemented)  which
corrected  the untrue  statement  or alleged  untrue  statement  or  omission or
alleged  omission which is the basis of the loss,  claim,  damage,  liability or
action for which  indemnification  is sought was not  delivered or given to such
person at or prior to the written confirmation of the sale to such person.

             (c)  Each  Underwriter,   severally  but  not  jointly,  agrees  to
indemnify and hold harmless the Company and Parent  against any losses,  claims,
damages or  liabilities to which the Company and Parent may become subject under
the Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect  thereof) arise out of or are based upon any untrue statement
or alleged untrue  statement of any material fact contained in the  Registration
Statement or any amendment thereto, any Preliminary  Prospectus,  the Prospectus
or any amendment or supplement  thereto,  or any  Application or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue  statement or omission or alleged  omission was made
in reliance upon and in  conformity  with written  information  furnished to the
Company by such  Underwriter  through you  expressly  for use therein;  and will
reimburse  the  Company  and Parent for any legal or other  expenses  reasonably
incurred by the Company and Parent in connection with investigating or defending
any such loss, claim, damage, liability or action.

             (d) Promptly after receipt by an indemnified party under subsection
(a),  (b) or (c)  above  of  notice  of the  commencement  of any  action,  such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying  party  under such  subsection,  notify the  indemnifying  party in
writing  of  the  commencement  thereof;  but  the  omission  so to  notify  the
indemnifying  party shall not relieve the indemnifying  party from any liability
which it may have to any indemnified party otherwise than under such subsection.
In case any such action shall be brought  against any  indemnified  party and it
shall  notify  the  indemnifying   party  of  the  commencement   thereof,   the
indemnifying  party shall be entitled to participate  therein and, to the extent
that it  shall  wish,  jointly  with  any  other  indemnifying  party  similarly
notified,  to assume the defense  thereof,  with  counsel  satisfactory  to such
indemnified  party (who shall not,  except with the  consent of the  indemnified
party, be counsel to the indemnifying  party);  provided,  however,  that if the
defendants in any such action include both the indemnified



                                                        39

<PAGE>



party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be one or more legal defenses  available to it or other
indemnified parties which are different from or additional to those available to
the  indemnifying  party,  the  indemnifying  party  shall not have the right to
assume the defense of such action on behalf of such  indemnified  party and such
indemnified party shall have the right to select separate counsel to defend such
action  on  behalf  of such  indemnified  party.  After  such  notice  from  the
indemnifying  party to such  indemnified  party of its election so to assume the
defense thereof and approval by such indemnified  party of counsel  appointed to
defend  such  action,  the  indemnifying  party  will  not  be  liable  to  such
indemnified  party under this Section 8 for any legal or other  expenses,  other
than  reasonable  costs  of   investigation,   subsequently   incurred  by  such
indemnified  party  in  connection  with the  defense  thereof,  unless  (i) the
indemnified  party shall have employed  separate  counsel in accordance with the
proviso  to the next  preceding  sentence  or (ii) the  indemnifying  party  has
authorized the employment of counsel for the indemnified party at the expense of
the  indemnifying  party.  Nothing  in  this  Section  8(d)  shall  preclude  an
indemnified  party from  participating  at its own expense in the defense of any
such action so assumed by the indemnifying party.

             (e) If  the  indemnification  provided  for in  this  Section  8 is
unavailable  to or  insufficient  to hold  harmless an  indemnified  party under
subsection  (a) or (c)  above in  respect  of any  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof)  referred  to  therein,  then each
indemnifying  party  shall  contribute  to the  amount  paid or  payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect  thereof) in such proportion as is appropriate to reflect the
relative  benefits  received  by the  Company and Parent on the one hand and the
Underwriters  on the other from the  offering of the Shares.  If,  however,  the
allocation  provided by the immediately  preceding  sentence is not permitted by
applicable law or if the  indemnified  party failed to give the notice  required
under  subsection (d) above,  then each  indemnifying  party shall contribute to
such amount paid or payable by such  indemnified  party in such proportion as is
appropriate  to reflect not only such  relative  benefits  but also the relative
fault of the  Company  and  Parent on the one hand and the  Underwriters  on the
other in  connection  with the  statements  or omissions  that  resulted in such
losses,  claims, damages or liabilities (or actions in respect thereof), as well
as any other relevant equitable  considerations.  The relative benefits received
by the  Company  and  Parent on the one hand and the  Underwriters  on the other
shall be deemed to be in the same  proportion as the total net proceeds from the
offering (before deducting  expenses) received by the Company and Parent bear to
the total underwriting discounts and commissions received by the



                                                        40

<PAGE>



Underwriters.  The relative  fault shall be  determined  by reference  to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or the  omission  or  alleged  omission  to state a  material  fact  relates  to
information  supplied  by  the  Company  and  Parent  on  the  one  hand  or the
Underwriters on the other and the parties' relative intent, knowledge, access to
information  and  opportunity  to correct or prevent such statement or omission.
The  Company,  Parent and the  Underwriters  agree that it would not be just and
equitable if  contributions  pursuant to this  subsection (e) were determined by
pro rata  allocation  (even if the  Underwriters  were treated as one entity for
such purpose) or by any other method of  allocation  which does not take account
of the equitable  considerations  referred to above in this  subsection (e). The
amount  paid or  payable  by an  indemnified  party as a result  of the  losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in this  subsection  (e) shall be deemed to include any legal or other  expenses
reasonably  incurred by such indemnified party in connection with  investigating
or defending any such action or claim.  Notwithstanding  the  provisions of this
subsection  (e), no  Underwriter  shall be required to contribute  any amount in
excess of the amount by which the total  price at which the Shares  underwritten
by it and  distributed  to the public  were  offered to the public  exceeds  the
amount of any damages which such  Underwriter has otherwise been required to pay
by reason of such  untrue or alleged  untrue  statement  or  omission or alleged
omission. No person guilty of fraudulent  misrepresentation  (within the meaning
of Section 11(f) of the Act) shall be entitled to  contribution  from any person
who was not  guilty  of such  fraudulent  misrepresentation.  The  Underwriters'
obligations  in this  subsection  (e) to contribute are several in proportion to
their respective underwriting obligations and not joint.

             (f) If  the  indemnification  provided  for in  this  Section  8 is
unavailable to or insufficient to hold harmless a QIU under subsection (b) above
in respect of any losses,  claims, damages or liabilities (or actions in respect
thereof) referred to therein,  then each indemnifying  party shall contribute to
the  amount  paid or  payable  by such QIU as a result of such  losses,  claims,
damages or liabilities (or actions in respect  thereof) in such proportion as is
appropriate to reflect the relative  benefits received by the Company and Parent
on the one hand and the QIUs on the other from the  offering of the Shares.  If,
however,  the allocation  provided by the immediately  preceding sentence is not
permitted  by  applicable  law or if the  indemnified  party  failed to give the
notice required under subsection (d) above, then each  indemnifying  party shall
contribute  to such amount paid or payable by such QIU in such  proportion as is
appropriate  to reflect not only such  relative  benefits  but also the relative
fault of the  Company  and  Parent  on the one hand and the QIUs on the other in
connection with the statements or



                                                        41

<PAGE>



omissions  that  resulted in such losses,  claims,  damages or  liabilities  (or
actions  in  respect  thereof),   as  well  as  any  other  relevant   equitable
considerations.  The relative benefits received by the Company and Parent on the
one hand and the QIUs on the other shall be deemed to be in the same  proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Company and Parent bear to the  underwriting  discounts  and  commissions
received by the QIUs.  The relative  fault shall be  determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the  omission or alleged  omission to state a material  fact  relates to
information  supplied  by the  Company and Parent on the one hand or the QIUs on
the other and the parties' relative intent, knowledge, access to information and
opportunity  to correct or prevent  such  statement  or  omission.  The Company,
Parent  and  the  QIUs  agree  that  it  would  not be  just  and  equitable  if
contributions  pursuant  to this  subsection  (f)  were  determined  by pro rata
allocation  (even if the QIUs were treated as one entity for such purpose) or by
any other  method of  allocation  which does not take  account of the  equitable
considerations  referred  to above in this  subsection  (f).  The amount paid or
payable by an indemnified  party as a result of the losses,  claims,  damages or
liabilities (or actions in respect thereof) referred to above in this subsection
(f) shall be deemed to include any legal or other expenses  reasonably  incurred
by such indemnified party in connection with investigating or defending any such
action or claim.  Notwithstanding the provisions of this subsection (f), no QIUs
shall be required to contribute  any amount in excess of the amount by which the
total  price at which the Shares  underwritten  by it as shown on Schedule I and
distributed  to the public were offered to the public  exceeds the amount of any
damages which such  Underwriter  has otherwise been required to pay by reason of
such untrue or alleged  untrue  statement  or omission or alleged  omission.  No
person  guilty of  fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Act) shall be entitled to contribution  from any person who was not
guilty  of such  fraudulent  misrepresentation.  The QIUs'  obligations  in this
subsection  (f) to  contribute  are several in  proportion  to their  respective
underwriting obligations and not joint.

             (g) The  obligations of the Company and Parent under this Section 8
shall be in addition to any liability which the Company and Parent may otherwise
have and shall extend, upon the same terms and conditions,  and to each officer,
director  and  employee  of the  Underwriters  (including  the QIUs) and to each
person,  if any, who controls any  Underwriter  (including  the QIUs) within the
meaning of the Act or the Exchange Act; and the obligations of the  Underwriters
(including  the QIUs) under this Section 8 shall be in addition to any liability
which the respective Underwriters (including the QIUs) may otherwise have



                                                        42

<PAGE>



and shall  extend,  upon the same  terms and  conditions,  to each  officer  and
director of the Company and Parent and to each person,  if any, who controls the
Company or Parent within the meaning of the Act or the Exchange Act.

         9. Default of Underwriters.

             (a) If any  Underwriter  defaults  in its  obligation  to  purchase
Shares at a Time of  Delivery,  you may in your  discretion  arrange  for you or
another party or other  parties to purchase  such Shares on the terms  contained
herein.  If within  thirty-six  (36) hours after such default by any Underwriter
you do not  arrange  for the  purchase  of such  Shares,  the  Company  shall be
entitled to a further  period of  thirty-six  (36) hours within which to procure
another  party or other parties  satisfactory  to you to purchase such Shares on
such terms. In the event that,  within the respective  prescribed  periods,  you
notify the Company that you have so arranged for the purchase of such Shares, or
the  Company  notifies  you that it has so  arranged  for the  purchase  of such
Shares,  you or the Company  shall have the right to postpone a Time of Delivery
for a period of not more than seven (7) days in order to effect whatever changes
may thereby be made necessary in the  Registration  Statement or the Prospectus,
or in any  other  documents  or  arrangements,  and the  Company  agrees to file
promptly any amendments to the Registration  Statement or the Prospectus that in
your opinion may thereby be made necessary. The cost of preparing,  printing and
filing  any such  amendments  shall be paid  for by the  Underwriters.  The term
"Underwriter"  as used in this  Agreement  shall include any person  substituted
under this  Section  with like  effect as if such person had  originally  been a
party to this Agreement with respect to such Shares.

             (b) If, after giving effect to any arrangements for the purchase of
the Shares of a defaulting  Underwriter or Underwriters by you or the Company as
provided in subsection  (a) above,  if any, the aggregate  number of such Shares
which remains  unpurchased does not exceed  one-eleventh (1/11) of the aggregate
number of Shares to be  purchased  at such Time of  Delivery,  then the  Company
shall have the right to require each non-defaulting  Underwriter to purchase the
number of Shares  which such  Underwriter  agreed to purchase  hereunder at such
Time of Delivery and, in addition, to require each non-defaulting Underwriter to
purchase  its  pro  rata  share  (based  on the  number  of  Shares  which  such
Underwriter  agreed to  purchase  hereunder)  of the  Shares of such  defaulting
Underwriter or Underwriters for which such arrangements have not been made.

         10. Termination.

             (a) This  Agreement may be  terminated  with respect to the Company
Shares or any Optional Shares in the sole



                                                        43

<PAGE>



discretion  of the  Representatives  by notice to the Company given prior to the
First Time of Delivery or any Subsequent Time of Delivery,  respectively, in the
event that (i) any condition to the obligations of the Underwriters set forth in
Section 7 hereof has not been satisfied,  or (ii) the Company shall have failed,
refused or been unable to deliver such party's  respective Shares or the Company
or Parent shall have failed,  refused or been unable to perform all  obligations
and  satisfy  all  conditions  on  their  respective  parts to be  performed  or
satisfied  hereunder at or prior to such Time of Delivery,  in either case other
than by reason of a default by any of the  Underwriters.  If this  Agreement  is
terminated  pursuant  to this  Section  10(a),  the Company  and/or  Parent will
reimburse the Underwriters  severally upon demand for all out-of-pocket expenses
(including counsel fees and disbursements) that shall have been incurred by them
in connection with the proposed purchase and sale of the Shares.

             (b) If, after giving effect to any arrangements for the purchase of
the Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in Section  9(a),  the  aggregate  number of such Shares which  remains
unpurchased exceeds  one-eleventh (1/11) of the aggregate number of Shares to be
purchased  at such Time of  Delivery,  or if the Company  shall not exercise the
right  described  in Section  9(b) to  require  non-defaulting  Underwriters  to
purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement
(or,  with respect to a  Subsequent  Time of Delivery,  the  obligations  of the
Underwriters  to purchase and of the Company to sell the Optional  Shares) shall
thereupon  terminate,  without  liability  on the  part  of  any  non-defaulting
Underwriter  or the Company,  except for the expenses to be borne by the Company
and the  Underwriters  as  provided  in Section 6 hereof and the  indemnity  and
contribution  agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

         11. Survival. The respective indemnities, agreements,  representations,
warranties  and other  statements of the Company,  Parent and their officers and
the several Underwriters, as set forth in this Agreement or made by or on behalf
of them,  respectively,  pursuant to this Agreement,  shall remain in full force
and effect,  regardless of any investigation (or any statement as to the results
thereof)  made by or on  behalf of any  Underwriter  or any  controlling  person
referred to in Section 8(e) or the Company, Parent or any officer or director or
controlling  person of the Company or Parent  referred to in Section  8(e),  and
shall survive delivery of and payment for the Shares. The respective agreements,
covenants, indemnities and other statements set forth in Sections 6 and 8 hereof
shall  remain  in full  force  and  effect,  regardless  of any  termination  or
cancellation of this Agreement.




                                                        44

<PAGE>



         12. Notices.  All communications  hereunder shall be in writing and, if
sent to any of the Underwriters,  shall be mailed,  delivered or telegraphed and
confirmed  in writing to you in care of Advest,  Inc.,  90 State  House  Square,
Hartford, CT 06103, Attention: David Minot (with a copy to LeBoeuf, Lamb, Greene
& MacRae,  L.L.P.,  125 West 55th Street,  New York, NY 10019,  Attention:  Lars
Bang-Jensen, Esquire); and if sent to the Company, shall be mailed, delivered or
telegraphed and confirmed in writing to Symons  International  Group, Inc., 4720
Kingsway Drive,  Indianapolis,  IN 46205, Attention: Alan G. Symons (with a copy
to  Barnes &  Thornburg,  11 South  Meridian  Street,  Indianapolis,  IN  46205,
Attention: Catherine Bridge, Esquire).

         13.  Representatives.  You will  act for the  several  Underwriters  in
connection with the transactions  contemplated by this Agreement, and any action
under this  Agreement  taken by you jointly or by Advest,  Inc.  will be binding
upon all the Underwriters.

         14. Binding  Effect.  This  Agreement  shall be binding upon, and inure
solely to the  benefit  of, the  Underwriters,  the  Company,  Parent and to the
extent  provided  in  Sections  8 and 10 hereof,  the  officers,  directors  and
employees  and  controlling  persons  referred to therein  and their  respective
heirs,  executors,  administrators,  successors and assigns, and no other person
shall  acquire  or have any  right  under or by  virtue  of this  Agreement.  No
purchaser of any of the Shares from any Underwriter  shall be deemed a successor
or assign by reason merely of such purchase.

         15. Governing Law. This Agreement shall be governed by and construed in
accordance  with the laws of the State of New York without  giving effect to any
provisions regarding conflicts of laws.

         16. Counterparts.  This Agreement may be executed by any one or more of
the parties hereto in any number of counterparts,  each of which shall be deemed
to be an original,  but all such counterparts shall together  constitute one and
the same instrument.




                                                        45

<PAGE>



         If the  foregoing  is in  accordance  with  your  understanding  of our
agreement, please sign and return to us one of the counterparts hereof, and upon
the acceptance  hereof by Advest,  Inc., on behalf of each of the  Underwriters,
this letter will constitute a binding agreement among the  Underwriters,  Parent
and the Company.  It is understood that your acceptance of this letter on behalf
of each of the  Underwriters  is  pursuant  to the  authority  set  forth in the
Agreement among Underwriters,  a copy of which shall be submitted to the Company
for  examination,  upon  request,  but  without  warranty on your part as to the
authority of the signers thereof.

                                        Very truly yours,

                                        SYMONS INTERNATIONAL GROUP, INC.



                                        By:/s/ Alan G. Symons
                                           -----------------------------------
                                           Name:          Alan G. Symons
                                           Title:Chief Executive Officer


                                        GORAN CAPITAL INC.



                                        By:/s/ Alan G. Symons
                                           -----------------------------------
                                           Name:
                                           Title:


The  foregoing  Agreement is hereby  confirmed and accepted as of the date first
written above at Hartford, Connecticut.

ADVEST, INC.
MESIROW FINANCIAL, INC.

By:      ADVEST, INC.


         By:/s/ Phil M. Skidmore
            -----------------------------------
                  Name:    Phil M. Skidmore
                  Title:   Group Vice President
                               Director Investment Banking

On behalf of each of the Underwriters



                                                        46

<PAGE>



                                     JOINDER


         The following subsidiary of the Company, intending to be legally bound,
hereby joins this Agreement for purposes of Sections 1 and 8 hereof.


                                                     IGF HOLDINGS, INC.



                                                     By:/s/ David L. Bates
                                                        ------------------------
                                                        Title VP & Sec



                                                        47

<PAGE>



                                   SCHEDULE I




                                                                   Number of
                                                                    Optional
                                                  Total Number    Shares to be
                                                   of Company     Purchased if
                                                     Shares         Maximum
                                                     to be           Option
Underwriter                                        Purchased       Exercised

Advest, Inc.                                         920,000         138,000
Mesirow Financial, Inc.                              920,000         138,000
Dean Witter Reynolds Inc.                             60,000           9,000
Deutsche Morgan Grenfell Inc.                         60,000           9,000
Donaldson, Lufkin & Jenrette Securities
Corporation                                           60,000           9,000
Dresdner Kleinwort Benson North America LLC           60,000           9,000
A.G. Edwards & Sons, Inc.                             60,000           9,000
Goldman, Sachs & Co.                                  60,000           9,000
Lehman Brothers Inc.                                  60,000           9,000
Morgan Stanley & Co. Incorporated                     60,000           9,000
Oppenheimer & Co., Inc.                               60,000           9,000
NatCity Investments, Inc.                             60,000           9,000
J.C. Bradford & Co.                                   35,000           5,250
Brean Murray & Co., Inc.                              35,000           5,250
City Securities Corporation                           35,000           5,250
Dominick & Dominick, Inc.                             35,000           5,250
EVEREN Securities, Inc.                               35,000           5,250
First of Michigan Corporation                         35,000           5,250
Friedman, Billings, Ramsey & Co., Inc.                35,000           5,250
Janney Montgomery Scott Inc.                          35,000           5,250
Ladenburg, Thalmann & Co. Inc.                        35,000           5,250
Legg Mason Wood Walker, Incorporated                  35,000           5,250
McDonald & Company Securities, Inc.                   35,000           5,250
Morgan Keegan & Company, Inc.                         35,000           5,250
The Robinson-Humphrey Company, Inc.                   35,000           5,250
Sands Brothers & Co., Ltd.                            35,000           5,250
Stephens Inc.                                         35,000           5,250
Wheat, First Securities, Inc.                         35,000           5,250
                                                   ---------         -------
         Total                                     3,000,000         450,000
                                                   =========         =======