Exhibit 2.9

                                                  1911 Corp. Draft       7-6-98

                            STOCK PURCHASE AGREEMENT


         THIS AGREEMENT is made and entered into this 7th day of July,  1998, by
and among 1911 CORP., a Delaware corporation ("Seller"), and IGF Holdings, Inc.,
an Indiana corporation ("Purchaser").

                                   ARTICLE I

                                  Definitions

         The  following  terms,  when  used in this  Agreement,  shall  have the
meanings described in this Section:

         1.1  Balance Sheet shall have the meaning given in Section 3.6.

         1.2. Code shall mean the Internal Revenue Code of 1986 and regulations,
revenue rulings and court decisions adopted or decided thereunder.

         1.3. Closing and Closing Date shall have the meanings given in Section
2.3.

         1.4. Company shall mean North American Crop Underwriters, Inc., a
Minnesota corporation.

         1.5. Employee  Benefit  Arrangement  shall mean each employee  benefit
(including, but not limited to, fringe benefits as defined in Section 132 of the
Code,  and  whether  or not in  writing)  that  is not  salary,  a  Plan,  or an
employment or severance agreement.

         1.6. Encumbrance shall mean any pledge, security interest,  mortgage,
community  property interest,  lien,  automatic or other stay in a bankruptcy or
insolvency proceeding,  legal or equitable claim, trust agreement,  constructive
or resulting trust, voting trust or agreement, restricted stock agreement, right
of first refusal, or option, including any restriction on use, voting, transfer,
receipt of income, or exercise of any other attribute of ownership,  except such
restrictions as may be contained in the Articles of Incorporation or the By-Laws
of Company and  restrictions  on  subsequent  transfer  contained in federal and
state securities laws and state insurance laws.

         1.6. ERISA shall mean the Employee  Retirement  Income  Security Act
of 1974.

         1.7. Governmental  Authority  means any  government  or  political
subdivision,  board, commission or other instrumentality  thereof,  whether
federal, state, local or foreign.


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         1.8.  Indemnified Party shall have the meaning given in Section 9.3.

         1.9.  Indemnifying Party shall have the meaning given in Section 9.4.

         1.10. Interim  Balance  Sheet shall have the meaning  given in Section
3.6.

         1.11. Legal Requirement shall mean any  constitution,  law,  ordinance,
established  principle  of common law,  regulation,  administrative  ruling,  or
applicable court decision of any Governmental Authority.

         1.12. Licenses  and Permits  shall mean any  license,  permit,  order,
approval, registration,  authorization or qualification under any federal, state
or local  law or with  any  Governmental  Authority  or under  any  industry  or
non-governmental  self-regulatory organization that is necessary for the conduct
of the  business  of the  Company  or any  Subsidiary  or the  ownership  of the
properties of either.

         1.13. Plan shall mean a plan as defined in Section 3(3) of ERISA.

         1.14. Permitted  Encumbrance  shall  mean  Encumbrances  described  in
Schedule  3.2 with  respect to the Shares and in  Schedule  3.4 with  respect to
Company's assets.

         1.15. Purchase Price shall have the meaning given in Section 2.2.

         1.16. Securities Act shall mean the federal Securities Act of 1933 and
rules,  regulations  and applicable  administrative  rulings and court decisions
issued thereunder.

         1.17. Shares shall mean 600 shares of the Common  Stock  without  par
value of the Company,  of which 200 shares are individually owned by each person
who is a Seller.

                                   ARTICLE II

         2.1.  Purchase of the  Shares.  On the terms and  conditions  set forth
herein,  Seller shall sell, transfer,  convey and assign the Shares to Purchaser
and Purchaser shall purchase the Shares from Seller:

         2.2.  The Purchase Price.

         2.2.1. Aggregate  Purchase  Price.  The  purchase  price  payable  by
Purchaser to Seller for the Shares  pursuant to this Agreement  shall be the sum
of Four Million Dollars ($4,000,000.00) (the "Purchase Price").

         2.2.2. Method of Payment.  Three Million Dollars of the Purchase Price
shall  be paid in  cash at the  Closing  (as  defined  in  Section  2.3) by wire
transfer in available funds by Purchaser upon the  instructions of Seller,  with
the remaining One Million Dollars ($1,000,000) payable by Purchaser


                                      -2-

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                                                   1911 Corp. Draft       7-6-98

to Seller no  earlier  than  three (3)  years  from the date  hereof,  with such
obligation of Purchaser to Seller being unsecured and without interest.

         2.3. The Closing.  The signing of this Agreement and the Closing of the
purchase and sale under this Agreement (the "Closing")  shall take place on July
7, 1998 (provided all of the conditions to Closing set forth in Sections 5 and 6
have been  satisfied or waived) (the "Closing  Date"),  or on such later date as
soon  thereafter as possible upon which such  conditions  have been satisfied or
waived.  The  Closing  shall occur at the place  mutually  agreed by the parties
hereto.

         2.4. Conveyance  of the Shares.  Conveyance of the Shares to Purchaser
shall be  effected  by  delivery  by Seller  to  Purchaser  of the  certificates
therefore with stock powers  attached  thereto duly endorsed in blank.  Title to
the Shares  shall be  conveyed  from Seller to  Purchaser  free and clear of all
Encumbrances.

                                  ARTICLE III

                    Representations and Warranties of Seller

         Seller hereby warrants and represents:

         3.1. Organization  and Good  Standing.  Company is a corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Minnesota.  Company has no  Subsidiaries.  Company has full corporate  power and
authority to conduct its business as it is now being conducted.  Company is duly
qualified to do business as a foreign corporation in the jurisdictions listed in
Schedule  3.1,  and is in good  standing  in each  such  jurisdiction,  and such
jurisdictions constitute each jurisdiction in which Company is required to be so
qualified as a result of the nature of its  business or the  ownership or use of
property.

         3.2. Capitalization of Company. The authorized capital stock of Company
consists of 100,000  shares of Common  Stock  without par value,  of which 1,000
shares are issued and  outstanding,  and are held as shown in Schedule  3.2. The
Shares have been duly  authorized  and  validly  issued by Company and are fully
paid and non-assessable. The Shares are free and clear of any Encumbrance (other
than any  Encumbrance  caused  to  exist by  Purchaser),  except  for  Permitted
Encumbrances  shown in Schedule 3.2.  Company has not  authorized or granted any
call, option, warrant, subscription,  conversion right or other right to capital
stock  of the  Company.  None of the  Shares  was  issued  in  violation  of the
Securities Act or any other Legal Requirement. Company has no ownership interest
or  right  or  obligation  to  acquire  any  ownership  interest  in  any  other
corporation, trust, partnership, joint venture or other legal entity.

         3.3. Enforceability. Seller has full power and authority to execute and
to deliver this Agreement, and to carry out the transaction contemplated herein.
This  Agreement  is  the  valid  and  binding  obligation  of  the  Seller,  and
enforceable against Seller in accordance with its terms, except


                                      -3-

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as such  enforceability may be limited by laws affecting the rights and remedies
of creditors and applicable  principles of equity.  The execution,  delivery and
performance of this Agreement by the Seller will not, with or without the giving
of notice or passage of time or both,  (i) conflict  with,  result in a default,
right to accelerate  or loss of rights  under,  or result in the creation of any
lien, charge or encumbrance  pursuant to any provision of any mortgage,  deed of
trust, lease, license agreement or other agreement to which Seller or Company is
a party or by which it is bound or affected,  (ii)  conflict with or result in a
default  under any  provision  of the  Articles of  Incorporation  or By-Laws of
Seller or Company, or any effective  resolution of the Directors or Stockholders
of Seller or Company,  (iii) conflict with or provide grounds for  modification,
suspension  or  revocation  of  any  license,   permit  or  other   governmental
authorization held by Seller or Company at the Closing, or (iv) conflict with or
result in a violation of any Legal Requirement.

         3.4. Company's Assets.  Company owns all of the assets included in the
Balance  Sheet  and  the  Interim  Balance  Sheet,   except  for   acquisitions,
dispositions  or  retirements  in the ordinary  course of business and any other
dispositions  described  in  Schedule  3.4.  Except as stated in  Schedule  3.4,
Company has good and marketable  title to its assets,  and none of the assets of
Company are subject to any Encumbrance.

         3.5. Accounts Receivable.  The accounts receivable of Company reflected
on the Balance Sheet and the Interim  Balance sheet or otherwise on the books of
Company represent valid obligations arising from sales actually made or services
actually performed in the ordinary course of business.  Unless paid prior to the
Closing Date,  such accounts  receivable  will be as of the Closing Date current
and  collectible  net of the respective  reserves  shown on the Interim  Balance
Sheet or the  accounting  records  of  Company  as of the  Closing  Date  (which
reserves are adequate and calculated in accordance with past practice).

         3.6. Financial  Statements.  Seller has delivered to Purchaser (a) the
unaudited  balance  sheet of  Company  and the  related  statements  of  income,
statements of operations and retained earnings,  and statement of cash flows for
the year ended  December  31,  1997 (the  "Balance  Sheet"),  (b) the  unaudited
balance sheet, income statement and related financial  statements of Company for
year to date and the month ended May 31, 1998 (the "Interim Balance Sheet"). The
Balance  Sheet and the Interim  Balance Sheet  accurately  present the financial
condition  and  results  of  operations  and  cash  flows of  Company  as at the
respective  dates  thereof  or for  the  periods  referred  to  therein,  all in
accordance with United States generally accepted accounting principles,  applied
on a basis  consistent  with the basis on which the Balance  Sheet was prepared,
and  applied  on a basis  that is  consistent  from  period  to  period as shown
therein.  Seller expressly warrants to Purchaser that the Company's net worth as
of  December  31,  1997,  was not less than  $1,141,641.  Except as set forth in
Schedule 3.6,  Company has no  liabilities  as of the dates of the Balance Sheet
and the Interim Balance Sheet that are not reflected therein, including, without
limitation,  contingent liabilities required to be disclosed under United States
generally accepted accounting principles.

         3.7. No Material  Adverse Change.  Since the dates of the Balance Sheet
and the Interim Balance Sheet,  there has been no material adverse change in the
business, operations, properties, assets or condition of Company.


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                                                   1911 Corp. Draft       7-6-98

         3.8. Litigation. There is no litigation, investigation,  arbitration or
other proceeding of any court or other Governmental Authority pending or, to the
best of Company's knowledge,  threatened against or relating to Company,  except
as listed in Schedule 3.8 to this Agreement by date of filing, names of parties,
court or agency  and  docket  number.  Company is not a party to or bound by any
order, judgments,  injunctions,  decrees or settlement agreements under which it
may have continuing  obligations as of the date hereof and which may restrict or
affect the  current  business  operations  of Company or  Company's  capacity to
authorize and issue the Shares.  Seller does not know or have reasonable grounds
to know of any  basis for any such  litigation,  investigation,  arbitration  or
other proceeding.  The right or ability of Company to consummate the transaction
contemplated herein has not been challenged by any Governmental Authority or any
other person.

         3.9. Books and  Records.  The books of account,  stock  record  books,
minute  books,  and other  records of Company are  complete and correct and have
been maintained in accordance with good business practice.

         3.10. Contracts.  Each and every executory contract under which Company
has any continuing right to performance or any obligation to perform (except for
agreements (i) with employees and (ii) Plans,  which are discussed  elsewhere in
this  Agreement)  is listed in Schedule  3.10.  True and  correct  copies of the
contracts listed in Schedule 3.10 have been provided to Purchaser.  There are no
defaults under said contracts.

         3.11.    Intellectual Property.

         3.11.1.  Trademarks  and  Service  Marks.  Company  currently  uses the
trademarks  or service  marks listed in Schedule  3.11.1.  Except as provided in
Schedule  3.8,  Company  has  received  no  notice  from any  person  that  such
trademarks  and service marks may infringe upon  trademarks and service marks of
any other entity.

         3.11.2.  Know-How, Methods of Operation and Customer Lists. Company has
the unrestricted right to use its know-how,  methods of operation,  and customer
lists free and clear of any claims of third persons to compensation  for the use
thereof  (except  for claims for  compensation  under  agreements  disclosed  by
Company in Schedule 3.10).

         3.11.3.  Software  Programs.  All software  programs that are currently
used by  Company as part of its  management  information  systems  are listed in
Schedule  3.11.3.  Seller  knows of no claim of  conflicting  ownership  rights,
breaches of license agreements or past or future license  expirations that would
materially  interfere  with  Company's  continued  use of the software  programs
listed in Schedule 3.11.3 for the purposes for which such programs are currently
being used, whether such programs are owned by or licensed to Company.

         3.12. Compliance with Legal Requirements. Company is in compliance with
Legal Requirements applicable to Company and its business. To the best knowledge
of Seller,  Company has not committed any breach of any Legal  Requirement  that
may, as of the Closing Date, result in

                                      -5-

<PAGE>

any  penalty,  fine,  suspension  or loss of any  License  or  Permit  listed in
Schedule 3.13, or other adverse or remedial action that would interfere with the
conduct  of the  business  of  Company  or result in the  incurring  of costs or
expenses  over and above those  customarily  incurred in the ordinary  course of
business.

         3.13. Licenses and Permits. Schedule 3.13 lists each License and Permit
of Company as of the Closing  Date.  Schedule  3.13  specifies for each state or
province  in which  Company is  licensed  as an  insurance  agent,  third  party
administrator or other regulated  provider of similar products or services,  the
specific  products or services for which Company is licensed in such state,  and
the date of  expiration  of such  license,  if any.  Each  License and Permit is
currently  effective  and is not the  subject of any  proceedings  by which such
License or Permit might be suspended,  restricted  or revoked.  Company is not a
party to any such  proceeding.  The Licenses and Permits listed in Schedule 3.13
constitute all of the licenses and permits that are necessary for the conduct of
the business of Company as such business is currently conducted. With respect to
each  License  and Permit  listed in Schedule  3.13,  such  schedule  states any
approval  or notice  filing that is a legal  precondition  to the closing of the
transactions  contemplated  by this Agreement,  and the applicable  statutory or
regulatory reference describing such notice filing or approval.

         3.14. Taxes and Tax  Returns.  Company has filed with the  appropriate
governmental authorities all federal, state and local tax returns required to be
filed by Company or appropriate  extensions have been obtained therefor.  All of
the  foregoing  have been correct and  complete.  All  federal,  state and local
income,  sales,  use,  occupation,   property,  excise,   employment,   employee
withholding  and other  taxes  which have  become due  (including  interest  and
penalties)  have been fully paid (except for taxes,  if any,  listed in Schedule
3.14 that are being  contested in good faith and as to which  adequate  reserves
have been provided in the Balance Sheet and the Interim Balance Sheet).  None of
the federal  income tax returns of Company for any year not closed by applicable
statutes of limitations have been audited. All deficiencies proposed as a result
of such audits have been paid, reserved against, settled, or are being contested
in good faith as described in Schedule 3.14.  Except as stated in Schedule 3.14,
Company has not granted any waiver of any statute of limitations  related to any
federal, state or local tax. Seller shall file or cause to be filed on behalf of
the Company a United  States  federal  income tax return for the Company for the
period ended on the Closing Date,  which return shall be subject to prior review
by Purchaser,  and Seller shall be responsible for payment of any adjustments to
the tax on such return that are required by the Internal Revenue Service,  or to
contest such  adjustments  only in good faith and at Seller's sole expense,  and
Seller shall also receive any refunds with respect to such return.

         3.15. Employees.  Company is not a party to any employment or severance
agreement  with any of its  employees or directors  except as stated in Schedule
3.15 (except for personnel policies applicable to all employees generally,  true
and complete  copies of which have previously been made available to Purchaser).
Such  Schedule  3.15  contains a complete  and  accurate  list of the  following
information  for each employee of Company,  including  each employee on leave of
absence:  name, position title, current rate of compensation  payable,  vacation
accrued, and participation status in any Plan.

         3.16. Employee Benefits.  Neither Company nor any entity acquired by
Company (whether currently owned by Company or not) has contributed to a
multiemployer plan as defined in Section

                                      -6-

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                                                   1911 Corp. Draft       7-6-98

3(37) of ERISA, nor have they ever sponsored or participated in any plan subject
to Title IV of ERISA.  Company does not sponsor or  contribute  to any Plan that
reimburses or funds health or other insurance benefits to retired employees,  or
otherwise  has any  obligation  to reimburse  or fund health or other  insurance
benefits for retired  employees.  Except as stated in Schedule 3.16, Company has
not  terminated  any Plan.  Each Plan to which Company  contributes  or of which
Company is a sponsor is listed in Schedule 3.16. True and correct copies of each
Plan listed in Schedule 3.16,  have been made available to Purchaser.  Each Plan
that is intended to be qualified  under Section 401 of the Code is so qualified,
and no event has occurred  that would  reasonably  be expected to cause any such
Plan to fail to meet any requirements for qualification. True and correct copies
of any Internal  Revenue Service  determination  letter,  Forms 5500,  financial
statements, and consultant reports with respect to each Plan for the most recent
three plan  years have been made  available  to  Purchaser.  Except as stated in
Schedule 3.16,  Company or the  administrator of each Plan has administered each
Plan in accordance  with the provisions  thereof and reasonable  interpretations
thereof.  Each  Employee  Benefit  Arrangement  of Company is listed in Schedule
3.16.  True and correct copies of each Employee  Benefit  Arrangement  have been
made available to Purchaser.

         3.17. Labor Relations.  None of the employees of Company is a member of
a labor  union or subject  to a  collective  bargaining  agreement  or  actively
seeking formation of a labor union.
Company is not a party to any labor dispute or grievance.

         3.18. Insurance.  Schedule 3.18 lists all insurance policies of Company
by type of insurance,  name of insurer,  expiration date, deductibles and policy
limits.  Except as stated in Schedule  3.18, all of such insurance is written on
an occurrence and not on a claims made basis.  The retroactive date for any such
insurance  that is written on a claims  made basis is stated in  Schedule  3.18.
True and complete copies of Company's current professional  liability,  officers
and  directors,  and errors and  omissions  insurance  policies,  including  the
declarations pages thereof, have been provided to Purchaser. With respect to any
insurance  policy listed as a claims made policy on Schedule  3.18,  Company has
delivered  to the  insurer  a notice of any  claim or  potential  claim of which
Company is aware as of the date  hereof  that may  reasonably  be expected to be
covered  by such  policy,  and such  notice  is in  accordance  with the  notice
provisions of such policy.

         3.19. Real  Estate.  Company  has no  ownership  interest  in any real
property  except for an office  building  and land  located at Highway 210 West,
Henning, Minnesota, and an office building and land located at 801 Inman Street,
Henning,  Minnesota.  The Inman Street building was constructed in approximately
1988 and the Highway 210 building was constructed in approximately 1978. Neither
Seller nor  Company has notice or  knowledge  of the  presence of any  hazardous
materials,  including  but not limited to  asbestos,  petroleum  derivatives  or
pesticides,  in quantities or concentrations  sufficient to require any remedial
action under any federal,  state or local law,  regulation  or court  proceeding
effective as of the Closing  Date.  Company has not  disposed of any  substances
from the site of such office  building or any other site  occupied by Company in
such a manner that  Company is subject to current or future  payment of clean up
or remediation costs under

                                      -7-

<PAGE>

the federal CERCLA statute or any similar state or local law effective as of the
Closing  Date with  respect to any site at which such  substances  may have been
disposed.

         3.20.  Brokers or Finders.  Neither Company nor Seller has incurred any
obligation or liability, contingent or otherwise, for brokerage or finders' fees
or  agents'  commissions  or other  similar  payment  in  connection  with  this
Agreement and the transactions contemplated thereby.

         3.21.  Absence of Certain  Changes and  Events.  Since the dates of the
Balance Sheet and the Interim Balance Sheet,  Company has conducted its business
in the ordinary course, and has not (without limitation):

(a)      Increased the rate of compensation to any employee;

(b)      Adopted or modified any Plan or Employee Benefit Arrangement;

(c)      Granted or modified any employment contract,  severance agreement,  or
         other benefit not constituting a Plan or Employee Benefit Arrangement;

(d)      Made any distribution with respect to its stock;

(e)      Suffered  any loss or damage to any asset or assets,  whether or not
         covered by insurance, that materially and adversely affects the
         business, financial condition or prospects of Company, taken as a
         whole;

(f)      Sold, leased or otherwise disposed of any asset of Company that is
         material to the operation of Company;

(g)      Merged with or acquired capital stock in any corporation;

(h)      Made any loan or advance under any loan to or guaranteed any obligation
         of any person;

(i)      Made any material change in the accounting methods employed by Company;
         or

(j)      Entered into any agreement to do any of the foregoing.

         3.22. Disclosure.  No  representation  or  warranty by or on behalf of
Seller  contained  in this  Agreement  and no  certificate,  schedule,  or other
document  furnished or to be furnished to Purchaser  pursuant hereto contains or
will contain any untrue  statement  of a material  fact or omits or will omit to
state any material  facts which are  necessary  in order to make the  statements
contained herein or therein, in light of the circumstances under which they were
made, not misleading.

         3.23. Survival of Representations  and Warranties.  The representations
and  warranties  of Seller in this Section of this  Agreement  shall be true and
correct as of the Closing.  The  representations  and warranties of Seller shall
survive the Closing for a period of two years,  except that the  representations
and warranties in Section 3.14 shall survive the Closing separately as to each

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                                                   1911 Corp. Draft       7-6-98

tax  obligation  until the thirtieth day following the expiration of the statute
of  limitations  applicable  to such tax  obligation,  including  any  voluntary
extensions thereof.

                                   ARTICLE IV

Representations and Warranties of Purchaser

         Purchaser hereby warrants and represents to Seller that:

         4.1. Status of Purchaser.  Purchaser is a corporation  duly organized,
validly  existing and in good  standing  under the laws of the State of Indiana.
Purchaser has full  corporate  power and authority to conduct its business as it
is now being conducted.  Purchaser is duly qualified to do business as a foreign
corporation  in each  jurisdiction  in  which  Purchaser  is  required  to be so
qualified as a result of the nature of its  business or the  ownership or use of
property.

         4.2. Enforceability.  Purchaser has full power and authority to execute
and to deliver this  Agreement and all related  documents,  and to carry out the
transaction  contemplated  herein.  Purchaser has taken all necessary  corporate
action to authorize  its  execution  and  performance  of this  Agreement.  This
Agreement is the valid and binding  obligation  of  Purchaser,  and  enforceable
against  Purchaser in accordance with its terms,  except as such  enforceability
may be  limited by laws  affecting  the rights and  remedies  of  creditors  and
applicable principles of equity. The execution, delivery and performance of this
Agreement  by the  Purchaser  will not,  with or without the giving of notice or
passage  of time or both,  (i)  conflict  with,  result in a  default,  right to
accelerate  or loss of rights  under,  or result  in the  creation  of any lien,
charge or encumbrance pursuant to any provision of any mortgage,  deed of trust,
lease,  license agreement or other agreement to which Purchaser is a party or by
which it is bound or affected,  (ii)  conflict with or result in a default under
any provision of the Certificate of  Incorporation  or By-Laws of Purchaser,  or
any effective resolution of the Directors or Stockholders of Purchaser, or (iii)
conflict with or result in a violation of any Legal Requirement.

         4.3. Certain Proceedings.  There is no pending action against Purchaser
in any court or administrative  agency that challenges or may have the effect of
preventing or delaying or making unlawful the  consummation of the  transactions
contemplated by this Agreement. To Purchaser's knowledge, no such proceeding has
been threatened.

         4.4. Brokers or Finders.  Purchaser  has  incurred no  obligation  or
liability,  contingent or  otherwise,  for brokerage or finders' fees or agents'
commissions or other similar  payment in connection  with this Agreement and the
transactions contemplated thereby.

         4.5  Disclosure.  No  representation  or  warranty  by or on  behalf of
Purchaser  contained  in  this  Agreement  and  no  statement  contained  in any
certificate,  list, exhibit, or other instrument furnished or to be furnished to
Seller  pursuant  hereto  contains  or will  contain any untrue  statement  of a
material  fact or omits or will  omit to state  any  material  facts  which  are
necessary in order to

                                      -9-

<PAGE>

make the statements  contained herein or therein,  in light of the circumstances
under which they were made, not misleading.

         4.6. Survival of Representations  and Warranties.  The  representations
and warranties of Purchaser in this Section of this Agreement  shall be true and
correct as of the date of  execution of this  Agreement,  and as of the Closing.
The  representations and warranties of Purchaser shall survive the Closing for a
period of two years.

                                   ARTICLE V

                       Purchaser's Conditions to Closing

         All  obligations  of  Purchaser  under this  Agreement  are  subject to
fulfillment,  prior to or at Closing, of each of the following  conditions,  any
one or all or which may be waived in writing by Purchaser:

         5.1. Seller's Representations and Warranties True at Closing.  Seller's
representations and warranties contained in this Agreement or in any certificate
or document  delivered in  connection  with this  Agreement or the  transactions
contemplated herein shall be true in all material respects at and as of the date
of Closing as though such representations and warranties were then made.

         5.2. Seller's  Performance.  Seller  shall have  performed  all of its
material  obligations  under this Agreement that are to be performed prior to or
at  Closing  to the  extent  the same  have  not been  waived  by  Purchaser  in
accordance with the terms hereof.

         5.3. Delivery of Documents.  Seller shall have  delivered to Purchaser
the  agreements,  certificates,  consents  and other  documents  required  to be
delivered  by  Seller  to  Purchaser  in  accordance  with  Article  VII of this
Agreement.

         5.4. Seller's  Closing  Certificate.  Purchaser  shall have received a
certificate  of  Seller  dated  as of  the  Closing  Date  confirming  that  all
conditions  set forth in this  Article  V to be  satisfied  by Seller  have been
satisfied.

         In the  event  any of the  foregoing  conditions  is not  satisfied  by
Seller, or waived by Purchaser prior to Closing,  Purchaser shall have the right
to terminate this Agreement in accordance with the provisions of Section 10.

                                   ARTICLE VI

                         Seller's Conditions to Closing

         All  obligations  of Seller  under this  Agreement  are  subject to the
fulfillment,  prior to or at Closing, of each of the following  conditions,  any
one or all of which may be waived by Seller in writing:

                                      -10-

<PAGE>

                                                   1911 Corp. Draft       7-6-98

         6.1. Purchaser's  Representations  and  Warranties  True  at  Closing.
Purchaser's representations and warranties contained in this Agreement or in any
certificate  or document  delivered  in  connection  with this  Agreement or the
transactions  contemplated  herein shall be true in all material respects at and
as of the date of Closing.

         6.2. Purchaser's  Performance.  Purchaser  shall  have  performed  its
obligations under this Agreement that are to be performed prior to or at Closing
to the extent  the same have not been  waived by Seller in  accordance  with the
terms hereof.

         6.3. Delivery of Documents.  Purchaser  shall have delivered to Seller
the  agreements,  certificates,  consents and other documents to be delivered by
Purchaser to Seller in accordance with Article VIII of this Agreement.

         6.4. Purchaser's  Closing  Certificate.  Seller shall have  received a
certificate  of  Purchaser  dated as of the  Closing  Date  confirming  that all
conditions  set forth in this Article VI to be satisfied by Purchaser  have been
satisfied.

         In the  event  any of the  foregoing  conditions  is not  satisfied  by
Purchaser,  or waived by Seller prior to Closing, Seller shall have the right to
terminate this Agreement in accordance with the provisions of Section 10.

                                  ARTICLE VII

                        Seller's Obligations at Closing

         7.1  Deliveries by Seller at Closing. On the Closing Date, Seller
agrees that it will deliver to Purchaser:

         (a) The Shares, with stock powers  attached  thereto duly  endorsed in
             blank.

         (b) Seller's certificates and such  certificates from public officials
             relating to organization and good standing of the Company,  which
             Purchaser may reasonably request to verify any of the Seller's
             representations and warranties herein.

         (c) Copies of the duly adopted  Articles of Organization and By-Laws of
             Company, certified as true and complete by the Secretary of
             Company.

         (d) Employment Agreements between Company and Raymond C. Murdock,
             Harry Pieterick, and Lonnie Anderson.

         (e) Release of stock  pledge of Shares held by Lonnie Anderson and
             Release of those certain Security Agreements pertaining to amounts
             owed by the Company to William M. Bengson and Ernest E. Read for
             the purchase of their Company Shares in 1996.


                                      -11-

<PAGE>


         (f) Key man life insurance policy on the life of Raymond C. Murdock.

         (g) Estoppel letters from each person who is a Seller.

         (h) Termination of Stockholders Agreement dated September 19, 1996.

         (i) Any other document reasonably requested by Purchaser to confirm the
             accuracy of the representations and warranties by Seller herein and
             the compliance by Seller with the provisions of this Agreement.

         7.2. Post-Closing.  After the Closing of this Agreement,  Seller agrees
that at  Purchaser's  sole  cost and  expense,  it will take  such  actions  and
properly   execute  and  deliver  to  Purchaser  such  further   instruments  of
assignment, conveyance and transfer as, in the reasonable opinion of counsel for
Purchaser  and Seller,  may be  reasonably  necessary  to assure,  complete  and
evidence the full and effective transfer and conveyance of the Shares. Purchaser
shall  not,  however,  be  responsible  for  reimbursing  Seller for the cost of
Seller's  performance of any actions  required or contemplated by this Agreement
to be performed by Seller.

                                  ARTICLE VIII

                       Purchaser's Obligations at Closing

         8.1. Purchaser's Obligations at Closing. On the Closing Date, Purchaser
agrees that it will deliver to Seller:

         (a)  Payment of the Purchase Price.

         (b)  Secretary's  certificates and  such   certificates  from  public
              officials relating to the legal existence, corporate good 
              standing, charter documents,  and state tax  clearance,  which
              Seller may reasonably request to verify any of Purchaser's
              representations and warranties herein.

         (c)  Certified resolutions  of the Boards of Directors  of  Purchaser,
              authorizing the transactions contemplated hereby, certified by
              the Secretary of Purchaser.

         (d)  Certificates of the Secretary of Purchaser as to incumbency and
              related matters.

         (e)  Copies of the duly adopted Articles of Organization and By-Laws of
              Purchaser, certified as true and complete by the Secretary of such
              corporation.

         (fg) Any other document reasonably requested by Seller to confirm the
              accuracy of the representations and warranties by Purchaser herein
              and the compliance by Purchaser with the provisions of this
              Agreement.

         8.2. Post-Closing.


                                      -12-

<PAGE>
                                                   1911 Corp. Draft       7-6-98

         8.2.1. After the Closing of this Agreement, Purchaser  agrees that it
will take such actions and properly execute and deliver such further instruments
as  Seller  may  reasonably  request  to  assure,   complete  and  evidence  the
transaction provided for in this Agreement.

                                   ARTICLE IX

                                Indemnification

         9.1.  Seller's  Indemnification.  Each  person  constituting  a Seller,
jointly and  severally,  shall  indemnify and hold  Purchaser  harmless from and
against:

         (a)   Except as otherwise expressly provided in this Agreement,  any
               and all damage, loss, or liability resulting from any
               misrepresentation of a material fact, breach of warranty or
               nonfulfillment of any agreement on the part of Seller under this
               Agreement or from any  misrepresentation in any certificate
               furnished or to be furnished to Purchaser hereunder; and

         (b)   Any and all actions, suits, proceedings, demands, assessments,
               judgments, reasonable costs, and other reasonable expenses,
               including, but not limited to, reasonable attorney's fees,
               incident to any of the foregoing.

         9.2.  Purchaser's Indemnification.  Purchaser shall indemnify and hold
Seller harmless from and against:

         (a)   Except as otherwise expressly provided in this Agreement, any and
               all damage, loss or liability resulting from any
               misrepresentation of a material fact,  breach of warranty or
               nonfulfillment of any agreement on the part of Purchaser under
               this Agreement or from any  misrepresentation in any certificate
               furnished or to be furnished to Seller hereunder; and

         (b)   Any and all actions, suits, proceedings, demands, assessments,
               judgments, reasonable costs and other reasonable expenses,
               including, but not limited to, reasonable attorney's fees,
               incident to any of the foregoing.

         9.3.  Conditions of  Indemnification.  The respective  obligations  and
liabilities  of Seller and  Purchaser  (the  "Indemnifying  Party") to the other
(herein  sometimes  called the  "Indemnified  Party") under Sections 9.1 and 9.2
hereof with respect to claims resulting from the assertion of liability by third
parties shall be subject to the following terms and conditions:

         (a)   Within 20 days after  receipt of notice (referred to herein as
               "notice") of commencement of any action or the assertion in
               writing, formal or informal, of any claim, audit or inquiry by
               a person (referred to herein as a "claim"), the Indemnified
               Party shall give the Indemnifying Party written notice thereof
               together with a copy

                                      -13-

<PAGE>

               of the document asserting such claim, and the Indemnifying Party
               shall have the right to  respond  to such  claim and to undertake
               the defense thereof by a representative of its own choosing and
               to enter into a settlement or compromise thereof or consent to a
               judgment with respect thereto;  provided,  however,  the
               Indemnifying Party shall not, without the prior written consent
               of the Indemnified Party, settle or compromise any claim or
               consent to the entry of judgment (i) that does not include as an
               unconditional  term thereof the giving by the claimant or the
               plaintiff to the  Indemnified  Party a release from all
               liability in respect of such claim, or (ii) that contemplates
               any payment or performance by the Indemnified Party.

         (b)   In the event that the Indemnifying Party, by the 20th day after
               receipt of notice of a claim (or, if earlier, by the tenth day
               preceding the day on which a responsive pleading must be served
               in order to prevent judgment by default in favor of the person
               asserting such claim),  (i) does not elect to defend against
               such claim, and (ii) if an election to defend is made, does not
               provide reasonable assurances to the Indemnified Party of the
               Indemnifying Party's (or its  insurer's) ability to pay defense
               costs and indemnity costs likely to be incurred with respect to
               the claim, the Indemnified Party will, upon notice to the
               Indemnifying Party, have the right to respond to such claim and
               to undertake to  defense, compromise or settlement of such claim
               on behalf of and for the account and risk of loss of the
               Indemnifying Party, subject to the right of the Indemnifying
               Party to assume the defense of such claim upon  satisfying
               conditions (i) and (ii) above at any time prior to the
               settlement, compromise or final determination thereof (if such
               assumption be permitted by any court or other tribunal  having
               jurisdiction thereof), provided that the Indemnifying Party
               shall be given at least 15 days' prior written notice of the
               effectiveness of any such proposed settlement or compromise;
 
         (c)   In connection with any such  indemnification,  the  Indemnified
               Party shall cooperate in all reasonable requests of the
               Indemnifying Party.

         9.4.  Indemnification  Limits.  Neither  Seller  on the  one  hand  nor
Purchaser on the other hand shall have any  obligation  to  indemnify  the other
party  for  any  breach  of  any   misrepresentation,   breach  of  warranty  or
nonfulfillment  of any  agreement on the part of Seller or Purchaser  under this
Agreement or from any  misrepresentation  in any certificate  furnished or to be
furnished  hereunder  unless the aggregate amount of such  indemnifiable  claims
previously  paid by Seller to  Purchaser,  on the one hand,  or by  Purchaser to
Seller, on the other hand, shall exceed  $100,000.00,  and thereafter Seller, on
the one hand, and Purchaser,  on the other hand,  shall be responsible  only for
the excess of such aggregate amount over $100,000.00, provided, however, that in
no event  shall the  aggregate  of all  indemnifiable  claims  paid by Seller to
Purchaser or by Purchaser to Seller  hereunder exceed  $1,000,000,  adjusted for
inflation by the  percentage  increase in the U.S.  Department of Labor consumer
price index,  all urban wage  earners,  from the Closing Date though the date on
which payment is made by Seller.

         9.5. No  Rescission.   It is  agreed  by  Purchaser  and  Seller  in
consideration of their mutual agreements in this Article IX that neither of them
shall be entitled to rescission of this Agreement as a remedy,  unless the other
party fails to perform its material obligations under this Article, and

                                      -14-

<PAGE>

                                                   1911 Corp. Draft       7-6-98

rescission  would  otherwise  be  available  to the party  not in  breach  under
principles of applicable law.


                                   ARTICLE X

                            Termination of Agreement

         10.1.  Termination  of Agreement.  This Agreement may be terminated and
the transaction contemplated herein abandoned at any time prior to Closing:

         (a)    By mutual agreement of the parties;

         (b)    By Seller, if any of the  conditions set forth in Article VI
                shall have become incapable of fulfillment prior to the Closing
                Date or such earlier date as may be specifically  provided for
                the performance thereof (as the same may be extended) through
                no fault of Seller and the same shall not have been waived by
                Seller;

         (c)    By Purchaser, if any of the conditions set forth in Article V
                shall have become incapable of fulfillment prior to the Closing
                Date or such earlier date as may be specifically  provided for
                the performance thereof (as the same may be extended) through
                no fault of Purchaser and the same shall not have been waived
                by Purchaser; or

         (d)    By either Seller or Purchaser in the event of a material breach
                by the other party of its obligations hereunder.

         10.2.  Notice of Breach  Required.  Neither party to this Agreement may
claim  termination  or pursue any other  remedy  referred to in Section  10.1 on
account of a breach of a condition,  covenant or warranty by the other,  without
first  giving such other party  written  notice of such breach and not less than
twenty (20) days within which to cure such breach;  provided,  however,  that no
such  cure  right  shall  exist in the  event of a breach  by  Purchaser  of its
obligation  to pay the  purchase  price due at Closing  pursuant  to Section 2.2
hereof.  The  Closing  Date shall be  postponed,  if  necessary,  to afford such
opportunity to cure.

         10.3.  Termination  by  Purchaser  for  Breach.  In  the  event  of the
termination of this Agreement by Purchaser under Sections  10.1(c) or (d) due to
a material breach by Seller of its obligations  hereunder,  Purchaser shall have
the right  either to (i)  terminate  this  Agreement  and to sue for any damages
suffered  as a result  thereof or (ii) seek  specific  performance  of  Seller's
obligations  hereunder (the costs of which shall be borne by Seller if Purchaser
establishes  that  Seller has  committed  a material  breach of its  obligations
hereunder).

         10.4.  Termination by Seller for Breach.  In the event of the
termination of this Agreement by Seller under Sections 10.1(b) or (d) due to a
material breach by Purchaser of its obligations

                                      -15-

<PAGE>

hereunder,  Seller shall have the right either to (i) terminate  this  Agreement
and sue for any  damages  suffered  as a result  thereof  or (ii) seek  specific
performance of the Purchaser's  obligations  hereunder (the costs of which shall
be borne by Purchaser  if Seller  establishes  that  Purchaser  has  committed a
material breach of its obligations hereunder).

                                   ARTICLE XI

                            Miscellaneous Provisions

         11.1. Notices.  Any notice,  request or other communication to be given
by any party  hereunder  shall be in writing and shall be sent by  registered or
certified mail,  postage prepaid,  by overnight courier  guaranteeing  overnight
delivery or by facsimile  transmission  (if confirmed  verbally or in writing by
mail as aforesaid), to the following address:

     To Seller:     Joseph Cole
                    1911 Corp.
                    CNA Plaza - 36 South
                    Chicago, Illinois 60685
                    Telephone No.:  312-822-2052
                    Fax Number:  312-755-7196

With a copy to:     Michael T. Gengler, Esq.
                    Vice President, Associate General Counsel
                    CNA Financial Corporation
                    CNA Plaza-42 South
                    333 South Wabash
                    Chicago, Illinois 60685-0001
                    Telephone No.: 312-922-7189
                    Fax Number: 312-755-7376

  To Purchaser:     Dennis Daggett
                    President
                    IGF Holding Company
                    6000 Grand Avenue
                    Des Moines, Iowa 50312
                    Telephone No.: 515-633-1000
                    Fax Number: 515-633-1010

With a copy to:     David L. Bates, Esq.
                    Vice President, General Counsel and Secretary
                    Symons International Group, Inc.
                    4720 Kingsway Drive
                    Indianapolis, Indiana 46205
                    Telephone No.: 317-259-6384
                    Fax Number: 317-259-6395


                                      -16-

<PAGE>

                                                   1911 Corp. Draft       7-6-98

Notice shall be deemed given three (3) business  days after deposit in the mail,
on the next day if sent by overnight courier and on receipt if sent by facsimile
(and confirmed verbally or by mail as aforesaid).

         11.2. Arbitration.  Any  dispute  arising  between the parties to this
Agreement with respect to performance or  interpretation of this Agreement shall
be submitted to arbitration in accordance with the Commercial  Arbitration Rules
of  the  American  Arbitration  Association  before  a  single  arbitrator.  The
arbitrator  shall give effect to any  applicable  statutes of  limitations.  The
essential  determinations of the arbitrator's  award shall be based upon written
findings of fact and  conclusions  of law,  and  judgment  upon the award of the
arbitrator may be entered in any court having  jurisdiction  thereof.  The award
shall be subject to judicial review as to any harmful errors of law.

         11.3. Sole Agreement.  This Agreement may not be amended or modified in
any respect  whatsoever  except by instrument  in writing  signed by the parties
hereto.  This  Agreement,  and the exhibits  hereto and documents and agreements
delivered  pursuant hereto,  constitute the entire agreement between the parties
hereto  with  respect  to the  sale  of  the  Shares  and  supersede  all  prior
negotiations,  discussions, writings and agreements between them with respect to
the subject matter hereof.

         11.4. Successors. The terms of this Agreement shall be binding upon and
inure  to the  benefit  of and be  enforceable  by and  against  the  heirs  and
successors of the parties hereto.

         11.5. Captions.  The captions of this Agreement are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.

         11.6. Governing Law. This Agreement shall be governed by and construed
in  accordance  with the laws of the State of Illinois  applicable  to contracts
entered into therein,  without  consideration  of principles of choice of law or
conflicts of laws.

         11.7. Severability.  Should any one or more of the  provisions of this
Agreement be determined to be invalid, unlawful or unenforceable in any respect,
the validity,  legality and  enforceability  of the remaining  provisions hereof
shall not in any way be affected or impaired thereby.

         11.8. Counterparts.  This  Agreement  may be executed in any number of
counterparts,  each of which shall be an original;  but such counterparts  shall
together constitute but one and the same instrument.

         11.9. Third Party Beneficiary. The provisions of this Agreement are not
intended  to confer any  benefits  upon any person or entity not a party to this
Agreement,  provided,  however,  that IGF Insurance Company shall be entitled to
rely upon the agreement of Seller in Section 2.5.

                                      -17-

<PAGE>

         IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the
day and year first set forth above.

PURCHASER:                 IGF HOLDINGS, INC.


                           By:________________________________________
                           Name:
                           Title:

SELLER:                    1911 CORP.


                           By:________________________________________
                           Name:
                           Title:



                                      -18-

<PAGE>

                                                   1911 Corp. Draft       7-6-98

                                 SCHEDULE INDEX


         Schedule 3.1      Qualifications as Foreign Corporation

         Schedule 3.2      Holders of Company's Stock

         Schedule 3.4      Dispositions and Permitted Encumbrances

         Schedule 3.6.     Exceptions to Balance Sheet

         Schedule 3.8      Litigation

         Schedule 3.10     Executory Contracts

         Schedule 3.11.1   Trademarks and Service Marks

         Schedule 3.11.3   Software Programs

         Schedule 3.13     Licenses and Permits

         Schedule 3.14     Taxes and Tax Returns

         Schedule 3.15     Employees

         Schedule 3.16     Plans and Employee Benefit Arrangements

         Schedule 3.18     Insurance



                                      -19-

<PAGE>