<PAGE>

                            STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of the 28th day of March, 2000 by and among 1st ATLANTIC GUARANTY CORPORATION, a
Maryland corporation ("Buyer"), SBM CERTIFICATE COMPANY, a Minnesota corporation
(the "Company"), and ARM FINANCIAL GROUP, INC., a Delaware corporation (the
"Shareholder"), which is the sole shareholder of the Company.

                                   WITNESSETH:

     WHEREAS, Shareholder owns all of the issued and outstanding shares of
capital stock of the Company and Shareholder desires to sell and convey to
Buyer, and Buyer desires to purchase from Shareholder, all of the outstanding
capital stock of the Company;

     NOW, THEREFORE, for and in consideration of the premises and of the mutual
representations, warranties, covenants and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and upon the terms and subject to the conditions
hereinafter set forth, the parties do hereby agree as follows:


                                   ARTICLE I.

                                PURCHASE AND SALE

     1.1  PURCHASE OF STOCK; MINIMUM SHAREHOLDERS' EQUITY.

          (a) On the Closing Date (as defined in paragraph 7.1 below), Buyer
agrees to purchase from Shareholder, and Shareholder agrees to sell to Buyer,
all of the issued and outstanding shares of common stock, par value $1.00 per
share, of the Company (the "Company Shares") owned by Shareholder for a total
cash Consideration of SIX HUNDRED FIFTY THOUSAND and 00/100 DOLLARS
($650,000.00), less the amount, if any, of reduction of Consideration provided
in Section 5.8 hereof (the "Purchase Price"). Immediately prior to the Closing,
the Company shall dividend to Shareholder an amount equal to Net Shareholders'
Equity (as defined below) LESS (i) $250,000.00 and (ii) estimated "deferred
acquisition costs", net of income taxes ("DAC") as of the Closing Date (the
"Dividend"); said dividend to be in the form of (1) a transfer in kind of the
securities listed in SCHEDULE 1.1(a) (the "Securities") and (2) to the extent
the market value of the Securities as of March 3l, 2000 is less than the
Approximate Shareholders' Equity (as defined below), an amount equal to such
shortfall in immediately available funds.

          (b) "Net Shareholders' Equity" shall mean the shareholders' equity of
the Company, prepared in accordance with generally accepted accounting
principles consistently applied ("GAAP") as of the Closing Date if the Closing
Date is a month end, or if the Closing Date is not a month end, then the
previous month end shareholders' equity.

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<PAGE>

         (c) [RESERVED]

         (d) For purposes of the Dividend to be paid, Shareholder will provide
Buyer at least 15 days prior to the Closing Date with a reasonable estimate of
shareholders' equity, net of estimated deferred acquisition costs, as of the
Closing Date, and Company shall dividend, for purposes of Section 1.1(a)
above, an amount equal to estimated shareholders' equity, net of estimated DAC,
less TWO Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the
"Approximate Shareholders' Equity"). On or before sixty (60) days following the
Closing Date, Shareholder will provide Buyer with a final balance sheet,
prepared in accordance with GAAP, reflecting actual Shareholders' Equity as of
the Closing Date if the Closing Date is a month end, or if the Closing Date is
not a month end, then as of the previous month end (the "Final Balance Sheet").
If the actual Shareholders' Equity less actual DAC minus Two Hundred Fifty
Thousand and 00/100 Dollars ($250,000.00) (collectively, "Final Shareholders'
Equity) is less than the Approximate Shareholders' Equity, then Buyer shall have
the right to collect from the Escrow Consideration (as defined below) an amount
equal to the Approximate Shareholders' Equity minus the Final Shareholders'
Equity. If the Final Shareholders' Equity is more than the Approximate
Shareholders' Equity, then Buyer, within five (5) business days shall transfer
to Shareholder, in immediately available funds, an amount equal to Final
Shareholders' Equity minus Approximate Shareholders' Equity.

         (e) Upon delivery by Shareholder to Buyer of the Final Balance Sheet,
Shareholder and Company shall settle the intercompany accounts and transactions
consistent with past practices. To the extent such settlement provides a net
amount owed by Shareholder to Company, Buyer shall be distributed such net
amount owed out of the Escrow Consideration. To the extent such settlement
provides a net amount owed by Company to Shareholder, Buyer and/or Company shall
pay to Shareholder, within five (5) business days, such net amount in
immediately available funds.

     1.2 ESCROW CONSIDERATION. An amount equal to the Purchase Price less Two
Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the "Escrow
Consideration") shall be placed in escrow pursuant to the provisions of
Paragraph 5.9 hereof to be held for a period of 18 months as security for
indemnification obligations of Shareholder under this Agreement.

     1.3 DEPOSIT. Buyer has posted a purchase price deposit in the amount of
$100,000.00 (the "Deposit") with DuFour & Kohlhoss, Chartered ("Escrow Agent")
which shall be applied to the payment of the Escrow Consideration at Closing.
Shareholder has received evidence of the Deposit from the Escrow Agent.

                                  ARTICLE II.

              REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
                                   SHAREHOLDER

     (A) REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER

     Each of the Company and the Shareholder, jointly and severally, represent
and warrant that

                                        2

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all of the following representations and warranties with respect to the Company
and its business and operations set forth in this Article II are true and
correct in all material respects on the date hereof and will be true and correct
in all material respects at the time of the Closing.

     2.1 AUTHORIZATION. Subject to the entry and effectiveness of the order of
the Bankruptcy Court in substantially the form of EXHIBIT "A" hereto (the
"Section 363/365 Order"), this Agreement has been duly executed and delivered
by the Company and the Shareholder and constitutes the valid and binding
obligation of each such party, enforceable against each such party in accordance
with its terms.

     2.2 ORGANIZATION, EXISTENCE AND GOOD STANDING OF THE COMPANY. The
Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Minnesota with all requisite power to
carry on its business as now being conducted. Set forth on SCHEDULE 2.2 is a
list of the jurisdictions in which the Company is qualified or licensed to do
business as a foreign corporation. True, complete and correct copies of (i)
the Articles of Incorporation of the Company and (ii) the By-laws of the
Company are attached hereto on SCHEDULE 2.2, (the "Charter Documents"). The
minute books of the Company have been made available to Buyer and, except as
set forth on SCHEDULE 2.2, are correct and complete in all material respects.

     2.3 CAPITAL STOCK OF THE COMPANY.

          (a) The Company's authorized capital stock consists of one million
          (1,000,000) shares of common stock, $1.00 par value per share, of
          which two hundred fifty thousand (250,000) shares are issued and
          outstanding, all of which are owned of record by Shareholder. All of
          the Company Shares have been validly issued and are fully paid and
          nonassessable and no holder thereof is entitled to any preemptive
          rights (except any statutory preemptive rights, which the Shareholder
          hereby waives). There are no outstanding conversion or exchange
          rights, subscriptions, options, warrants or other arrangements or
          commitments obligating the Company to issue any shares of capital
          stock or other securities or to purchase, redeem or otherwise acquire
          any shares of capital stock or other securities, or to pay any
          dividend or make any distribution in respect thereof.

          (b) The Shareholder (i) owns of record and beneficially and has good
          and marketable title to the Company Shares, free and clear of any and
          all liens, mortgages, security interests, encumbrances, pledges,
          charges, adverse claims, options, buy-sell agreements, right of first
          refusal agreements, property settlement agreements, rights or
          restrictions of any character whatsoever other than standard state and
          federal securities law private offering legends and restrictions
          (collectively, "Liens"), and (ii) has the right to vote the Company
          Shares on any matters as to which any shares of the Company common
          stock are entitled to be voted under the laws of the State of
          Minnesota and the Company's Charter Documents, free of any right of
          any other person.

     2.4 SUBSIDIARIES. The Company does not presently own, of record or
beneficially, or control directly or indirectly, 80% or more of the (i) capital
stock, securities convertible into capital stock or (ii) other equity or
membership interest in any corporation, association or business entity nor is
the Company, directly or indirectly, a participant in any joint venture or
partnership.

                                       3

<PAGE>

     2.5 FINANCIAL STATEMENTS.

          (a) The Company has previously furnished to Buyer the balance sheet of
          the Company as of December 31, 1999 and the related statements of
          operations, shareholder equity and cash flows for the three (3) fiscal
          years then ended, as audited by Ernst & Young, certified public
          accountants (collectively, the "Financial Statements"). The Financial
          Statements present fairly the financial position and results of
          operations of the Company as of the indicated dates and for the
          indicated periods and have been prepared in accordance with GAAP
          except as disclosed on SCHEDULE 2.5.

          (b) Except to the extent reflected in the December 31, 1999 balance
          sheet included in the Financial Statements or as disclosed on SCHEDULE
          2.5, the Company has no liabilities or obligations required to be
          reflected in the Financial Statements (or the notes thereto) in
          accordance with GAAP other than liabilities incurred in the ordinary
          course of business, consistent with past practice, subsequent to
          December 31, 1999.

     2.6 PERMITS AND INTANGIBLES. The Company holds all material licenses,
franchises, permits and other governmental authorizations necessary to conduct
its business as it is currently conducted (the "Material Permits").

     2.7 TAX MATTERS.

               The Company has filed all income tax returns required to be filed
          by the Company and all returns, reports and forms of other Taxes (as
          defined below) required to be filed by the Company and has paid or
          provided for all Taxes shown to be due on such returns and all such
          returns are correct and complete in all material respects. Except as
          set forth on SCHEDULE 2.7, (i) no action or proceeding for the
          assessment or collection of any Taxes is pending against the Company
          and no notice of any claim for Taxes, whether pending or threatened,
          has been received; (ii) no deficiency, assessment or other formal
          claim for any Taxes has been asserted or made against the Company that
          has not been fully paid or finally settled; and (iii) no issue has
          been formally raised by any taxing authority in connection with an
          audit or examination of any return of Taxes. No federal, state or
          foreign income tax returns of the Company have been examined, and
          there are no outstanding agreements or waivers extending the
          applicable statutory periods of limitation for such Taxes for any
          period. All Taxes that the Company has been required to collect or
          withhold have been duly withheld or collected and, to the extent
          required, have been paid to the proper taxing authority. For purposes
          of this Agreement, "Taxes" shall mean all taxes, charges, fees, levies
          or other assessments including, without limitation, income, excise,
          property, withholding, sales and franchise taxes, imposed by the
          United States, or any state, county, local or foreign government or
          subdivision or agency thereof, and including any interest, penalties
          or additions attributable thereto.

                                        4


<PAGE>

2.8  ASSETS AND PROPERTIES.

     (a)  REAL PROPERTY. The Company does not own or hold any interest in real
          property.

     (b)  REAL PROPERTY LEASES. The Company is not a party to any lease of any
          real property.

2.9  [RESERVED]

   2.10 CONTRACTS. Set forth on SCHEDULE 2.10 is a listing of all material
contracts, agreements, arrangements and commitments (whether oral or written)
to which the Company is a party or by which its assets or business are bound
(other than the contracts represented by its outstanding Face Amount
Certificates).

   2.11 NO VIOLATIONS. Subject to the entry and effectiveness of the Section
363/365 Order, neither the execution, delivery and performance of this
Agreement by the Company and the Shareholder nor the consummation of the
transactions contemplated hereby will (i) violate any provision of any
Charter Document, or (ii) violate, in any material respect, any statute,
rule, regulation, order or decree of any public body or authority by which
the Company or the Shareholder or its respective properties or assets are
bound.

   2.12 CONSENTS. Except as set forth in SCHEDULE 2.12, and upon entry of
the Section 363/365 Order, no consent, approval, notice to, registration or
filing with, authorization or order of, any court or governmental authority,
under any contract or other agreement or commitment to which the Company or
Shareholder is a party or by which its respective assets are bound, is
required as a result of or in connection with the execution or delivery of
this Agreement, and the other agreements and documents to be executed by the
Company and Shareholder or the consummation by the Company and Shareholder of
the transactions contemplated hereby.

   2.13 LITIGATION AND RELATED MATTERS. Set forth on SCHEDULE 2.13 is a list
of all actions, suits, proceedings, investigations or grievances pending
against the Company or, to the best knowledge of the Company and the
Shareholder, threatened against the Company, the business or any property or
rights of the Company, at law or in equity, before or by any arbitration
board or panel, court or federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign ("Agencies"). None of the actions, suits, proceedings or
investigations listed on SCHEDULE 2.13 would, if adversely determined (i)
have a material adverse effect on the Company or (ii) affect the right or
ability of the Company to carry on its business substantially as now
conducted. The Company is not subject to any continuing court or Agency
order, writ, injunction or decree applicable specifically to its business,
operations or assets or its employees, nor is the Company in default with
respect to any order, writ, injunction or decree of any court or Agency with
respect to its assets, business, operations or employees. SCHEDULE 2.13 lists
all actions, suits or proceedings filed by or against the Company since
December 31, 1997. The

                                       5
<PAGE>

Company has not during the last two (2) years been required to make any
indemnification payment as a result of any actual or alleged act or omission of
the Company or any person under its control.

   2.14 COMPLIANCE WITH LAWS. (a) The Company is in compliance with all
applicable laws, regulations (including federal, state and local procurement
regulations), orders, judgments and decrees except where the failure to so
comply would not have a material adverse effect on the Company or its business.

       (b) The Company is a registered Investment Company under the Investment
Company Act of 1940, as amended (the "1940 Act") and is in compliance with all
provisions of the 1940 Act and the rules promulgated thereunder as applicable to
issuers of a "face amount certificate" as that term is defined in the 1940 Act,
except where the failure to so comply would not have a material adverse effect
on the Company or its business.

       (c) The Company publicly offers and sells face amount certificates
which are registered under the Securities Act of 1933, as amended (the "1933
Act"). Currently the only registration statement maintained by the Company
under the 1933 Act is its Form S-1 Registration Statement No. 33-38066 (the
"Registration Statement") with respect to its Series 503 Certificates. The
Registration Statement, including the Prospectus which is a part thereof,
does not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements made therein not misleading. There are no stop order or similar
proceedings pending or threatened against the Company with respect to the
Registration Statement.

       (d) The Company has filed all periodic reports required to be filed by
it under the Securities Exchange Act of 1934, as amended (the "1934 Act") and
the rules promulgated thereunder, except where the failure to so comply would
not have a material adverse effect on the Company or its business.

       (e) The Company is in compliance with all state securities laws
applicable to the offer and sale of its face amount certificates, except
where the failure to so comply would not have a material adverse effect on
the Company or its business.

                                       6
<PAGE>

   2.15 YEAR 2000 REPROGRAMMING. Except as disclosed in writing to Buyer,
none of the (A) computer software, computer firmware, computer hardware
(whether general or special purpose) or other similar or related items of
automated, computerized or software systems and (B) equipment containing
embedded microchips (including systems and equipment supplied by others) used
or relied on by the Company in the conduct of its business has malfunctioned
or, based on the Company's reasonable inquiry is expected to malfunction,
cease to function, generate incorrect data or produce incorrect results when
processing, providing or receiving date-related data from, into and between
the year 1999 and earlier, and the year 2000 and thereafter, or date-related
data in connection with any valid data in the twentieth and twenty-first
centuries.

   2.16 EMPLOYEES AND EMPLOYEE BENEFIT PLANS. The Company has no employees or
employee benefit Plans.

   2.17 OFFICERS AND DIRECTORS. Set forth on SCHEDULE 2.17 is a list of the
current officers and directors of the Company.

   2.18 BANK ACCOUNTS AND POWERS OF ATTORNEY. SCHEDULE 2.18 sets forth each
bank, savings institution and other financial institution with which the
Company has an account or safe deposit box, letter of credit, line of credit
or other financial agreement, arrangement or obligation and the names of all
persons authorized to draw thereon or to have access thereto. Each person
holding a power of attorney or similar grant of authority on behalf of the
Company is identified on SCHEDULE 2.18. Except as disclosed on SCHEDULE 2.18,
(i) the Company has not given any revocable or irrevocable powers of attorney
to any person, firm, corporation or organization relating to its business for
any purpose whatsoever, and (ii) the Company has canceled any and all credit,
debit, gas and other cards issued to or otherwise payable by the Company
effective prior to the Closing and all amounts due thereunder have been fully
paid and discharged. SCHEDULE 2.18 identifies all agreements with First
National Bank of Minneapolis regarding custodial accounts or other custodial
arrangements.

   2.19 DISCLOSURE. All written agreements, lists, schedules, instruments,
exhibits, documents, certificates, reports, statements and other writings
furnished to Buyer pursuant hereto or in connection with this Agreement or
the transactions contemplated hereby are and will be complete and accurate in
all material respects. No representation or warranty by the Shareholder and
the Company contained in this Agreement, in the schedules attached hereto or
in any certificate furnished or to be furnished by the Shareholder or the
Company to Buyer in connection herewith or pursuant hereto contains or will
contain any untrue statement of a material fact or omits or will omit to
state any material fact necessary in order to make any statement contained
herein or therein not misleading. There is no fact known to the Shareholder
that has specific application to the Shareholder or the Company (other than
general economic or industry conditions) and that materially adversely
affects or, as far as the Shareholder can reasonably foresee, materially
threatens, the assets, business, prospects, financial condition, or results
of operations of the Company that has not been set forth in

                                        7
<PAGE>

this Agreement or any schedule hereto.


     (B)  REPRESENTATION AND WARRANTY OF SHAREHOLDER


     The Shareholder represents and warrants that the representation and
warranty in Section 2.20 is true and correct in all material respects as of the
date hereof, and will be true and correct in all material respects at the time
of the Closing.


   2.20 ABSENCE OF CLAIMS AGAINST THE COMPANY. The Shareholder does not have
any claims against the Company other than as disclosed herein, including
without limitation, final settlement of intercompany accounts and
transactions consistent with past practices.

                                  ARTICLE III.

                     REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Company and Shareholder that all of the
following representations and warranties with respect to Buyer are true and
correct as of the date hereof, and will be true and correct in all material
respects at the time of the Closing in all material respects.


   3.1 ORGANIZATION and AUTHORIZATION. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Maryland
with all requisite corporate power and authority to own, lease and operate
its properties and to carry on its business as now being conducted. Buyer has
all requisite corporate power, capacity and authority to execute and deliver
this Agreement and all other agreements and documents contemplated hereby.
The execution and delivery of this Agreement and such other agreements and
documents by Buyer and the consummation by Buyer of the transactions
contemplated hereby have been duly authorized by Buyer and no other corporate
action on the part of Buyer is necessary to authorize the transactions
contemplated hereby. This Agreement has been duly executed and delivered by
Buyer and is the legal valid and binding obligation of Buyer, enforceable in
accordance with its terms.

                                       8
<PAGE>

     3.2 NO VIOLATIONS. The execution and delivery of this Agreement and the
other agreements and documents contemplated hereby by Buyer and the consummation
of the transactions contemplated hereby will not (a) violate any provision of
the articles of incorporation or bylaws of Buyer (b) violate any statute, rule,
regulation, order or decree of any public body or authority by which Buyer or
its properties or assets are bound, or (c) result in a violation or breach of,
or constitute a default under or result in the creation of any encumbrance upon,
or create any rights of termination, cancellation or acceleration in any person
with respect to any agreement, contract, indenture, mortgage or instrument to
which Buyer is a party or any of its properties or assets is bound.

     3.3 CONSENTS. No consent, approval or other authorization of any
governmental authority or third party is required as a result of or in
connection with the execution and delivery of this Agreement and the other
agreements and documents to be executed by Buyer or the consummation by Buyer of
the transactions contemplated hereby.

     3.4 FINANCIAL STATEMENTS. Buyer has previously furnished to Shareholder the
balance sheet of Buyer as of September 30, 1998 and September 30, 1999 and the
related statements of operations, shareholder's equity and cash flows for the
fiscal years then ended (collectively, the "Buyer Financial Statements"). The
Buyer Financial Statements present fairly the financial position and results of
operations of Buyer as of the indicated dates and for the indicated periods and
have been prepared in accordance with GAAP except as disclosed on SCHEDULE 3.4.

     3.5 FINANCING. As of the Closing, Buyer will have, sufficient funds to
consummate the transactions contemplated hereby, including, without limitation,
payment of the Purchased Price.

                                  ARTICLE IV.
                            COVENANTS OF THE PARTIES

     4.1 COURSE OF CONDUCT BY THE COMPANY. From the date hereof through and
until the Closing Date, except as approved in writing by Buyer or as
otherwise permitted or contemplated by this Agreement, the Company's business
shall be conducted only in the ordinary course of business consistent with
past practice, and the Shareholder shall cause the Company to comply with the
following covenants:

          (a) ARTICLES OF INCORPORATION; BYLAWS. The Company shall not make any
     material change to its Charter Documents.

          (b) RELATIONS WITH SUPPLIERS, CUSTOMERS, ETC. The Company will use
     commercially reasonable efforts to preserve its relationships with its
     material suppliers, customers and others having material business dealings
     with it and shall not change or modify or commit to change or modify any
     terms offered to customers.


                                       9


<PAGE>

          c) INCURRENCE OF DEBT. The Company will not voluntarily incur or
     assume, whether directly or by way of guaranty or otherwise, any material
     obligation or liability, except obligations and liabilities incurred in the
     ordinary course of business, consistent with past practice.

          (d) LIENS. The Company will not mortgage, pledge, encumber, create or
     allow any Liens not existing on the date hereof upon any of its properties
     or assets, tangible or intangible, except Liens created in the ordinary
     course of business, consistent with past practice.

          (e) DISPOSITION OF ASSETS. The Company will not sell, transfer or
     otherwise dispose of any of its assets, except in the ordinary course of
     business, consistent with past practice or as otherwise provided in this
     Agreement. The Company will not cancel or forgive any debts or claims
     except or in the ordinary course of business, consistent with past
     practice, except as otherwise provided in this Agreement.

          (f) MATERIAL TRANSACTIONS. The Company will not enter into any other
     agreement, course of action or transaction material to it, except in the
     ordinary course of business, consistent with past practice.

          (g) STOCK ISSUANCE: REDEMPTIONS: REORGANIZATIONS. The Company shall
     not (i) issue, grant or dispose of, or make any agreement, arrangement or
     commitment obligating the Company to issue, grant or dispose of any
     capital shares or other securities of the Company, (ii) redeem or acquire,
     or make any agreement, arrangement or commitment obligating the Company to
     redeem or acquire, any shares of capital stock or other securities of the
     Company, or (iii) authorize or effect or make any agreement, arrangement
     or commitment obligating the Company to effect, any reorganization,
     recapitalization or split-up of such capital stock of the Company.

     4.2 INVESTIGATIONS. The Company shall provide Buyer and its representatives
and agents such access to the books and records of the Company and furnish to
Buyer such financial and operating data and other information with respect to
the businesses and properties of the Company as it may reasonably request from
time to time, and permit Buyer and its representatives and agents to make such
inspections of the Company's real and personal properties as they may reasonably
request. The Shareholder shall promptly arrange for Buyer and its
representatives and agents to meet with such directors, officers, employees and
agents of the Company as reasonably requested.

     4.3 RECORDS PERTAINING TO THE COMPANY

          (a) TURNOVER OF RECORDS. At the Closing, the Shareholder will deliver
     or cause to be delivered to the Company any and all records applicable to
     the Company (i) in the possession of the Shareholder, and (ii) of which the
     Company does not already have copies.


                                       10


<PAGE>


     (b) ACCESS TO RECORDS. The Shareholder shall allow Buyer and its
representatives access to all business records and files of the Shareholder that
pertain in part to the Company, during normal working hours at the principal
place(s) of business of the Shareholder, or at any location where such records
are stored, and the Company shall have the right, at its own expense, to make
copies of any such records and files.

     (c) ASSISTANCE WITH RECORDS. From and after the Closing Date, the
Shareholder shall make available to Buyer, upon written request, to the extent
reasonably available (i) personnel of the Shareholder to assist Buyer in
locating and obtaining records and files maintained by the Shareholder, and (ii)
any personnel of Shareholder, whose assistance or participation is reasonably
required by Buyer in anticipation of, or preparation for, any existing or future
third party actions, Tax or other matters in which the Company or any of its
past, present or future Affiliates is involved and which relate to the business
of the Company.


     (d) RECORDS PRIOR TO CLOSING. Commencing on the effective date of this
Agreement, Shareholder shall provide Buyer with all current records in
electronic or other form appropriate for loading into Buyer's system and
Buyer's personnel shall, at Buyer's cost and expense, be permitted to assist
the Company in the servicing of its assets and accounts for purposes of
familiarization and transition. Such records shall be held in strict confidence
and shall be promptly returned to Shareholder or the Company in the event this
Agreement is terminated prior to Closing for any reason.


4.4   PREPARATION AND FILING OF TAX RETURNS.

     (a) Shareholder shall prepare or cause to be prepared and file or cause to
be filed all federal and state income Tax returns for all taxable periods of
the Company ending on or prior to the Closing Date. Such Tax returns shall be
prepared on a basis consistent with past practice. Shareholder shall be
responsible for the payment of all taxes attributable to such Tax returns. Buyer
shall prepare or cause to be prepared and file or cause to be filed all Tax
returns of the Company for taxable periods which begin before the Closing Date
and end after the Closing Date. The Buyer shall be responsible for the payment
of all amounts due on such Tax returns. Shareholder shall pay Buyer within
thirty (30) days after the date on which Taxes are paid, with respect to such
periods, an amount equal to the portion of such Taxes which relates to the
portion of such taxable period ending on the Closing Date to the extent such
Taxes are not reflected in the reserve for tax liability set forth on the
Financial Statements. Buyer shall prepare or cause to be prepared and file or
cause to be filed all Tax returns of the Company for taxable periods which begin
on or after the Closing Date. Buyer shall be responsible for the payment of all
amounts due on such Tax returns. For purposes of this Section, in the case of
any Taxes that are imposed on a periodic basis and are payable for a taxable
period that includes (but does not end on) the Closing Date, the portion of such
Tax which relates to the portion of such taxable period ending on the Closing
Date shall (x)


                                       11

<PAGE>

     in the case of any Taxes other than Taxes based upon or related to income
     or receipts, be deemed to be the amount of such Tax for the entire taxable
     period multiplied by a fraction the numerator of which is the number of
     days in the taxable period ending on the Closing Date and the denominator
     of which is the number of days in the entire taxable period, and (y) in the
     case of any Tax based upon or related to income or receipts be deemed equal
     to the amount which would be payable if the relevant taxable period ended
     on the Closing Date. Any credits relating to a taxable period that begins
     before and ends after the Closing Date shall be taken into account as
     though the relevant taxable period ended on the Closing Date. All
     determinations necessary to give effect to the foregoing allocations shall
     be made in a manner consistent with the prior practice of the Company.
     Shareholder and Buyer shall cooperate fully, as and to the extent
     reasonably requested by the other party, in connection with the filing of
     Tax returns pursuant to this Section.

          (b) The Shareholder shall have responsibility for the conduct of
     any audit of the Company for any taxable period ending on or prior to
     the Closing Date; PROVIDED, HOWEVER, that in the event that the
     Shareholder receives notice of a claim from the IRS or any other taxing
     authority the Shareholder shall promptly, but in any event within five
     (5) business days, notify Buyer of such claim and of any action taken or
     proposed to be taken. In the event Buyer wishes to participate in such
     audit it may do so at its own cost and expense. Notwithstanding any
     indication in this Agreement to the contrary, the Shareholder shall not
     agree to an adjustment in a federal or state income tax audit, appeals
     procedure or judicial proceeding that will adversely impact the Company
     in tax periods after the Closing Date without the prior written consent
     of Buyer, which consent shall not be unreasonably withheld.

          (c) All tax attributes of the Company as of the Closing Date
     computed on a separate company basis shall remain with the Company after
     the Closing.

          (d) Unless provided for in the Final Balance Sheet, any Tax refunds,
     that are received by Buyer or Company, and any amounts credited against
     Tax to which Buyer or Company become entitled, that relate to tax periods
     or portions thereof ending on or before the Closing Date shall be for the
     account of Shareholder, without setoff, counterclaim, or right of
     recoupment, and Buyer shall pay over to Shareholder any such refund or the
     amount of any such credit within fifteen (15) days after receipt or
     entitlement thereto.

     4.5 1940 ACT APPLICATION.

     Shareholder shall prepare or cause to be prepared and file or cause to be
filed with the Securities and Exchange Commission on behalf of the Company, and
such other applicants as are necessary or appropriate, an application for an
order issued pursuant to Section 28(c) of the 1940 Act permitting the Company,
or any successor company, to engage the services of such custodians as the
Company may select, in addition to its current custodian, subject to their
respective


                                       12

<PAGE>


qualification as required by Section 28(c).

     4.6 POST CLOSING CAPITALIZATION.
     Buyer covenants and agrees that, immediately following the Closing,
Buyer shall contribute sufficient capital to Company to cause Company to
comply with any and all applicable laws, rules and regulations.

                                   ARTICLE V
                                   ---------
                       CONDITIONS TO OBLIGATIONS OF BUYER

     The obligation of Buyer to purchase the Company Shares, and to cause the
other transactions contemplated hereby to occur at the Closing, shall be
subject to the satisfaction of each of the following conditions at or prior
to the Closing:

     5.1 REPRESENTATIONS AND WARRANTIES. Each representation and warranty of
the Company and the Shareholder contained in this Agreement and in any
Schedule or other disclosure in writing from the Company or the Shareholder
shall be true and correct in all material respects when made, and shall be
true and correct in all material respects on and as of the Closing Date.

     5.2 COVENANTS OF THE SHAREHOLDER AND THE COMPANY. All of the terms,
covenants, conditions and agreements herein on the part of the Shareholder
and the Company to be complied with or performed on or before the Closing
Date shall have been fully complied with and performed.

     5.3 CERTIFICATE OF THE COMPANY AND THE SHAREHOLDER. There shall be
delivered to Buyer a certificate dated the Closing Date and signed by an
officer of the Company and by the Shareholder to the effect set forth in
SECTIONS 5.1 and 5.2, which certificate shall have the effect of a
representation and warranty made by the Company and the Shareholder on and as
of the Closing Date.

     5.4 ABSENCE OF LITIGATION. No inquiry, action, suit or proceeding shall
have been asserted, threatened or instituted (i) in which it is sought to
restrain or prohibit the carrying out of the transactions contemplated by
this Agreement or to challenge the validity of such transactions or any part
thereof, (ii) which could, if adversely determined, have a material adverse
effect on the Company or (iii) as a result of which, in the reasonable
judgment of Buyer, Buyer would be deprived of the material benefits of the
ownership of the Company Shares.


     5.5 CONSENTS AND APPROVALS. All material authorizations, consents,
approvals, waivers and releases, if any, necessary for the Shareholder and the
Company to consummate the transactions contemplated hereby shall have been
obtained and copies thereof shall be delivered to Buyer. The


                                       13

<PAGE>


Section 363/365 Order shall have been entered in substantially the form
attached hereto.

     5.6 CERTIFICATES. The Company and the Shareholder shall have delivered
to Buyer (i) certificates of the appropriate governmental authorities, dated
as of a date not more than twenty (20) days prior to the Closing Date,
attesting to the existence and good standing of the Company in the State of
Minnesota and qualification as a foreign corporation in the state of
Kentucky; (ii) a copy, certified by the Secretary of State of the State of
Minnesota as of a date not more than twenty (20) days prior to the Closing
Date, of the Articles of Incorporation and all amendments thereto of the
Company; (iii) a copy certified by the Secretary of the Company, dated the
Closing Date, of the Bylaws of the Company; and (iv) certificates, dated the
Closing Date, of the Secretary of the Company, relating to the incumbency and
corporate proceedings in connection with the consummation of the transactions
contemplated hereby.

     5.7 [RESERVED]


     5.8 ACCOUNT VALUE. The Account Value of the face amount certificates of
the Company shall not be less than $28,000,000.00. If the Account Value is
less than $28,000,000 but $26,000,000 or more, the Purchase Price shall be
reduced by $50,000. If the Account Value is less than $26,000,000 but
$24,000,000 or more, the Purchase Price shall be reduced by another $50,000.
If the Account Value is less than $24,000,000 but $22,000,000 or more, the
Purchase Price shall be reduced by another $50,000. If the Account Value is
less than $22,000,000 Buyer shall have the option either to proceed to
Closing and receive another $50,000 reduction of the Purchase Price, or to
terminate this Agreement by delivery of written notice of termination to the
Shareholder and the Company, whereupon this Agreement shall become null and
void, Buyer shall become entitled to a refund of the Deposit and all parties
shall be relieved of all obligations hereunder.

     5.9 ESCROW AGREEMENT. The Shareholder shall have executed and delivered an
escrow agreement (the "Escrow Agreement") in the form of EXHIBIT B hereto to be
by and among Buyer, the Shareholder and the escrow agent (the "Escrow Agent")
and the Escrow Consideration shall have been paid to Escrow Agent to be held as
security for the post closing obligations and liabilities of Shareholder under
this Agreement.

     5.10 SHAREHOLDER'S RELEASE. The Shareholder shall have executed and
delivered to Buyer immediately prior to the Closing Date an instrument dated
the Closing Date in the form of EXHIBIT "C" hereto (the "Shareholder's
Release") releasing the Company from any and all claims of the Shareholder
against the Company and obligations of the Company to the Shareholder.

     5.11 OPINION OF COUNSEL. Buyer shall have received an opinion of counsel
to the Shareholder and the Company, dated the Closing Date substantially in
the form attached hereto as EXHIBIT "E". (the "Legal Opinion").

                                       14

<PAGE>


     5.12 [RESERVED]

     5.13 NO TRANSFERS TO AFFILIATES. Except as otherwise expressly
contemplated by this Agreement, the Company shall not have distributed or
transferred any of its assets or properties, or made any payments, to or for
the benefit of any of its affiliates.

     5.14 [RESERVED]

     5.15 No condition shall exist that was not disclosed in writing to Buyer
prior to the date hereof that would have a material adverse effect on the
business of the Company.

     5.15 NONCOMPETITION AGREEMENT. The Shareholder shall have executed and
delivered to Buyer a noncompetition agreement in the form attached hereto as
Exhibit "D" (The "Noncompetition Agreement").

     5.16 TERMINATION OF RELATED PARTY AGREEMENTS. All existing agreements
between the Company and the Shareholder and all existing bonus and incentive
plans and arrangements of the Company shall have been canceled or terminated.

     5.17 STOCK CERTIFICATES. the Shareholder shall have tendered certificates
representing the Company Shares, duly endorsed in blank or accompanied by
appropriate stock powers, in proper form for transfer, with all transfer taxes
paid.

     5.18 RESIGNATIONS OF DIRECTORS AND OFFICERS. Buyer shall have received the
resignations of each of the directors and officers of the Company, effective as
of the Closing.

                                  ARTICLE VI.

                  CONDITIONS TO OBLIGATIONS OF THE SHAREHOLDER

     The obligations of the Shareholder to sell the Company Shares and to cause
the other transactions contemplated hereby to occur at the Closing shall be
subject, except as the Shareholder may waive in writing, to the satisfaction of
each of the following conditions at or prior to the Closing:

     6.1 REPRESENTATIONS AND WARRANTIES. Each representation and warranty of
Buyer contained in this Agreement and in any Schedule or other disclosure in
writing from Buyer shall be true and correct in all material respects when made,
and shall be true and correct in all material respects on and as of the Closing
Date with the same effect as though such representation and warranty had been
made on and as of the Closing Date.

     6.2 COVENANTS OF BUYER. All of the terms, covenants, conditions and
agreements herein on


                                       15

<PAGE>



the part of Buyer to be complied with or performed on or before the Closing Date
shall have been fully complied with and performed.

     6.3 ABSENCE OF LITIGATION. No inquiry, action, suit or proceeding shall
have been asserted, threatened or instituted in which it is sought to restrain
or prohibit the carrying out of the transactions contemplated by this Agreement
or to challenge the validity of such transactions or any part thereof.

     6.4 CERTIFICATES. Buyer shall have delivered to the Shareholder (i) a
certificate of the appropriate governmental authority, dated as of a date not
more than twenty (20) days prior to the Closing Date, attesting to the
existence and good standing of Buyer in the State of Maryland; (ii) copies,
certified by the Secretary of the State of its incorporation as of a date not
more than twenty (20) days prior to the Closing Date, of the articles of
incorporation and all amendments thereto of Buyer; (iii) copies, certified by
the Secretary of Buyer, dated the Closing Date, of the bylaws of Buyer; and
(iv) certificates, dated the Closing Date, of the Secretary of Buyer relating
to the incumbency and corporate proceedings in connection with the
consummation of the transactions contemplated hereby.

     6.5 TRANSFER OF FUNDS. Buyer shall have delivered to Shareholder and
Escrow Agent the amounts of cash set forth in SECTION 7.3 to be delivered at
Closing.

     6.6 CERTIFICATE OF BUYER. There shall be delivered to Shareholder a
certificate dated as of the Closing Date and signed by an officer of Buyer to
the effect set forth in SECTIONS 6.1 and 6.2 which certificate shall have the
effect of a representation and warranty made by Buyer on and as of the Closing
Date.

     6.7 ENTRY OF THE SECTION 363/365 ORDER. The Bankruptcy Court shall have
entered the Section 363/365 Order.

     6.8 DIVIDEND. The Dividend shall have been received by the Shareholder.

                                  ARTICLE VII.
                                     CLOSING

     7.1 CLOSING. Unless this Agreement is first terminated as provided in
SECTION 8.1, and subject to the satisfaction or waiver of all the conditions
set forth in ARTICLES V and VI, the closing of the transactions contemplated
hereby (The "Closing") shall take place at the offices of Paul, Weiss,
Rifkind, Wharton & Garrison, in New York, New York, or by telecopy with
originals of all materials to follow upon the agreement of the parties, or
such other place as is agreed to by Buyer and Shareholder, on April 15, 2000
(but effective for accounting purposes as of March 31,2000), or such other
date (and effective date) as the parties may agree upon in writing (the
"Closing Date").

                                       16
<PAGE>

     7.2  DELIVERY OF THE COMPANY SHARES. At the Closing, Shareholder shall
deliver or cause to be delivered to Buyer the stock certificate(s) evidencing
all of the Company Shares owned by Shareholder, duly endorsed or accompanied by
duly executed stock powers assigning the Company Shares to Buyer and otherwise
in good form for transfer.

     7.3  PAYMENT OF CASH TO SHAREHOLDER AND ESCROW AGENT. At the Closing,
Buyer shall deliver, by wire transfer of immediately available funds, to (i)
Escrow Agent, under the Escrow Agreement referred to in Section 5.9 and
attached hereto as EXHIBIT B, the Escrow Consideration; and (ii) to
Shareholder, Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00).

                                 ARTICLE VIII.

                          TERMINATION PRIOR TO CLOSING

     8.1  TERMINATION.

          (a) This Agreement may be terminated and abandoned at any time prior
          to the Closing:

               (i) By the written mutual consent of Buyer and Shareholder;

               (ii) By Buyer on the Closing Date if any of the conditions set
               forth in ARTICLE V shall not have been fulfilled on or prior to
               the Closing Date;

               (iii) By Shareholder on the Closing Date if any of the conditions
               set forth in ARTICLE VI shall not have been fulfilled on or prior
               to the Closing Date;

          (b) Any termination pursuant to this Article VIII shall be without
          prejudice to the terminating party's rights and remedies under this
          Agreement by reason of any violation of this Agreement occurring prior
          to such termination. Notwithstanding the foregoing, it is expressly
          agreed that Buyer's sole remedy for any breach by Company or
          Shareholder of this Agreement, or any of the representations or
          warranties contained herein, shall be collection against the Escrow
          Consideration. Once the Escrow Consideration is depleted, Buyer shall
          have no other remedy, at equity or law, against Shareholder and/or the
          Company, and Shareholder and the Company shall each be deemed to be
          released from any and all further claims by Buyer. In the event of a
          termination pursuant to this Article VIII, each party shall bear its
          own costs and expenses incurred with respect to the transactions
          contemplated hereby. In the event Buyer terminates or materially
          violates this Agreement, Shareholder shall be entitled to the damages
          set forth in SECTION 10.13 below.


                                 ARTICLE IX.


                                       17
<PAGE>

                                INDEMNIFICATION

     9.1  BUYER'S LOSSES.

          (a) Shareholder agrees to indemnify and hold harmless Buyer and its
          directors, officers, employees, representatives, agents and attorneys
          from, against and in respect of any and all Buyer's Losses (as defined
          below) suffered, sustained, incurred or required to be paid by any of
          them by reason of (i) except as set forth in Section 10.10, any
          material liability arising from or based upon the operation of the
          Company through the Closing Date; (ii) any material failure by the
          Shareholder to observe or perform its covenants and agreements set
          forth in this Agreement or in any other agreement or document executed
          by it in connection with the transactions contemplated hereby; or
          (iii) any material liability arising from or based upon the engagement
          by the Company or the Shareholder of any broker or agent.

          (b) "Buyer's Losses" shall mean all damages (including, without
          limitation, amounts paid in settlement with the Shareholder's consent,
          which consent may not be unreasonably withheld), losses, obligations,
          liabilities, claims, deficiencies, costs and expenses (including,
          without limitation, reasonable attorneys' fees), penalties, fines,
          interest and monetary sanctions, including, without limitation,
          reasonable attorneys' fees and costs incurred to comply with
          injunctions and other court and Agency orders, and other costs and
          expenses incident to any suit, action, investigation, claim or
          proceeding or to establish or enforce the rights of Buyer or such
          other persons to indemnification hereunder.

     9.2  SHAREHOLDER LOSSES.

          (a) Buyer agrees to indemnify and hold harmless the Shareholder and
          its directors, officers, employees, representatives, agents and
          attorneys, from, against and in respect of any and all Shareholder
          Losses (as defined below) suffered, sustained, incurred or required to
          be paid by Shareholder by reason of (i) except as set forth in Section
          10.10, any material failure by Buyer to observe or perform its
          covenants and agreements set forth in this Agreement or any other
          agreement or document executed by it in connection with the
          transactions contemplated hereby; (ii) any material liability for
          claims arising from or based upon the operation of the Company
          subsequent to the Closing Date; or (iii) any material liability
          arising from or based on the engagement by Buyer of any broker or
          agent.


                                       18
<PAGE>

          (b) "Shareholder Losses" shall mean all damages (including, without
          limitation, amounts paid in settlement with the consent of Buyer,
          which consent may not be unreasonably withheld), losses, obligations,
          liabilities, claims, deficiencies, costs and expenses (including,
          without limitation, reasonable attorneys' fees), penalties, fines,
          interest and monetary sanctions, including, without limitation,
          reasonable attorneys' fees and costs incurred to comply with
          injunctions and other court and Agency orders, and other costs and
          expenses incident to any suit, action, investigation, claim or
          proceeding or to establish or enforce the right of the Shareholder or
          such other persons to indemnification hereunder.

     9.3  (RESERVED]

     9.4  NOTICE OF LOSS. Except to the extent set forth in the next sentence, a
party to the Agreement will not have any liability under the indemnity
provisions of this Agreement with respect to a particular matter unless a notice
setting forth in reasonable detail the breach or other matter which is asserted
has been given by the party seeking indemnification (the "Indemnified Party") to
the indemnifying party (the "Indemnifying Party") and, in addition, if such
matter arises out of a suit, action, investigation, proceeding or claim, such
notice is given promptly, but in any event within thirty (30) days after the
Indemnified Party is given notice of the claim or the commencement of the suit,
action, investigation or proceeding. Notwithstanding the preceding sentence,
failure of the Indemnified Party to give notice hereunder shall not release the
Indemnifying Party from its obligations under this ARTICLE IX except to the
extent the Indemnifying Party is actually prejudiced by such failure to give
notice.

     9.5  RIGHT TO DEFEND. Upon receipt of notice of any suit, action,
investigation, claim or proceeding for which indemnification might be claimed by
an Indemnified Party, the Indemnified Party shall have the option of electing to
defend, contest or otherwise protect against such suit, action, investigation,
claim or proceeding, with the costs and expenses of such defense to be borne by
the Indemnifying Party, and the Indemnifying Party must cooperate in any such
defense or other action. The Indemnifying Party shall have the right, but not
the obligation, to participate at its own expense in a defense thereof by
counsel of its own choosing, but the Indemnified Party shall be entitled to
control the defense unless otherwise determined by the Indemnified Party or if
the Indemnified Party fails to assume defense of the matter. In the event the
Indemnified Party shall fail to defend, contest or otherwise protect in a timely
manner against any such suit, action, investigation, claim or proceeding, the
Indemnifying Party shall defend, contest or otherwise protect against the same
and make any compromise or settlement thereof, and shall pay all costs thereof,
including, without limitation, reasonable attorneys' fees, disbursements and
all amounts paid as a result of such suit, action, investigation, claim or
proceeding or the compromise or settlement thereof; provided, however, that the
Indemnifying Party must send a written notice to the Indemnified Party of any
such proposed settlement or compromise, which settlement or compromise the
Indemnified Party may reject, in its reasonable judgment, within thirty (30)
days of receipt of such notice. Failure to reject


                                       19
<PAGE>

such notice within such thirty (30) day period shall be deemed an acceptance of
such settlement or compromise. The Indemnified Party shall have the right to
effect a settlement or compromise over the objection of the Indemnifying Party;
provided, that if the Indemnifying Party has assumed the defense from the
Indemnified Party upon the election of the Indemnified Party, the Indemnified
Party waives any right to indemnity therefor. If the Indemnifying Party
undertakes the defense of such matters upon the election of the Indemnified
Party, the Indemnified Party shall not, so long as the Indemnifying Party does
not abandon the defense thereof, be entitled to recover from the Indemnifying
Party any legal or other expenses subsequently incurred by the Indemnified Party
in connection with the defense thereof other than the reasonable costs of
investigation undertaken by the Indemnified Party with the prior written consent
of the Indemnifying Party.

     9.6  COOPERATION. Each of Buyer, Shareholder and the Company, and each of
their affiliates, successors and assigns, shall cooperate, to the extent
possible, with each other in the defense of any suit, action, investigation,
proceeding or claim by a third party and, during normal business hours, shall
afford each other, to the extent possible, reasonable access to their books and
records and employees relating to such suit, action, investigation, proceeding
or claim and shall furnish each other all such further information that they
have the right and power to furnish as may reasonably be necessary to defend
such suit, action, investigation, proceeding or claim.

     9.7  COLLECTION OF DAMAGES BY BUYER. Notwithstanding anything contained
herein to the contrary, it is expressly agreed that Buyer's sole remedy
pursuant to this Agreement shall be collection against the Escrow Consideration.
Once the Escrow Consideration is depleted, Buyer shall have no other remedy, at
equity or law, against Shareholder, and Shareholder shall be deemed to be
released from any and all further claims by Buyer.


                                   ARTICLE X.

                                  MISCELLANEOUS

     10.1 ENTIRE AGREEMENT. This Agreement (including the exhibits and schedules
hereto) constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, between the parties hereto with respect
to the subject matter hereof, and no party shall be liable or bound to the other
in any manner by any representations or warranties not set forth herein.

     10.2 SUCCESSORS AND ASSIGNS. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns. This Agreement may not be assigned
by any party hereto (by operation of law or otherwise) without the prior written
consent of all other parties hereto.

     10.3 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each

                                       20
<PAGE>

of which shall for all purposes be deemed to be an original and all of which
shall constitute the same instrument.

     10.4 HEADINGS. The headings of the articles and sections of this Agreement
are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction hereof.

     10.5 CONSTRUCTION. As used in this Agreement, the words "herein," "hereof"
and "hereunder" and other words of similar import refer to this Agreement as a
whole and not to any particular article, section, paragraph or other
subdivision.

     10.6 MODIFICATION AND WAIVER. Any of the terms or conditions of this
Agreement may be waived in writing at any time by the party which is entitled to
the benefits thereof, and this Agreement may be modified or amended by a written
instrument executed by Buyer, the Company and the Shareholder. No supplement,
modification or amendment of this Agreement shall be binding unless executed in
writing by all of the parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver or any other provision
hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver.

     10.7 SCHEDULES, ETC. All exhibits and schedules annexed hereto are
expressly made a part of this Agreement as though fully set forth herein.

     10.8 NOTICES. All notices of communication required or permitted hereunder
shall be in writing and may be given by (a) depositing the same in United States
mail, addressed to the party to be notified, postage prepaid and registered or
certified with return receipt request, (b) delivering the same in person to an
officer or attorney of such party, (c) telecopying the same with electronic
confirmation of receipt.

                         (i)   If to Buyer, addressed to:

                         1st Atlantic Guaranty Corporation

                         7920 Norfolk Avenue 11th Floor

                         Bethesda MD 20814

                         ATTENTION: John J. Lawbaugh

                         (ii)   If to the Shareholder, addressed to:

                         ARM Financial Group., Inc.
                         515 West Market Street
                         Louisville, KY 40202

                                       21

<PAGE>

                           ATTENTION: General Counsel



     With copy to:

                           Walker, Truesdell, Radick & Associates
                           380 Lexington Avenue Suite 1514
                           New York, New York 10168
                           ATTENTION: Hobart G. Truesdell

                           or to such other address or counsel as any party
hereto shall specify pursuant to this Section from time to time.

     10.9 GOVERNING LAW: CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO
EXPRESSLY CONSENT AND AGREE THAT ANY DISPUTE, CONTROVERSY, LEGAL ACTION OR OTHER
PROCEEDING THAT ARISES UNDER, RESULTS FROM, CONCERNS OR RELATES TO THIS
AGREEMENT SHALL BE BROUGHT IN THE FEDERAL AND STATE COURTS IN AND OF THE STATE
OF NEW YORK AND ACKNOWLEDGE THAT THEY WILL ACCEPT SERVICE OF PROCESS BY
REGISTERED OR CERTIFIED MAIL OR THE EQUIVALENT DIRECTED TO THEIR LAST KNOWN
ADDRESS AS DETERMINED BY THE OTHER PARTY IN ACCORDANCE WITH THIS AGREEMENT OR BY
WHATEVER OTHER MEANS ARE PERMITTED BY SUCH COURTS.

     10.10 TERMINATION OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties contained herein shall terminate at and as of the Closing.

     10.11 EXPENSES. the Company and the Shareholder, on the one hand, and
Buyer, on the other hand, shall be solely responsible for their respective costs
and expenses incurred in connection with the transactions contemplated hereby.

     10.12 NUMBER AND GENDER OF WORDS. Whenever the singular number is used, the
same shall include the plural where appropriate, and words of any gender shall
include each other gender where appropriate.

     10.13 LIQUIDATED DAMAGES. In the event Buyer fails to close as required
hereunder, the sole remedy of Seller and the Company shall be forfeiture of the
Deposit as fixed and liquidated damages.

     10.14 FURTHER ASSURANCES. From time to time after the Closing, at the
request of any other party but at the expense of the requesting party, Buyer,
the Company or the Shareholder, as the case may


                                       22

<PAGE>

be, will execute and deliver any such other instruments of conveyance,
assignment and transfer, and take such other action as the other party may
reasonably request in order to consummate or evidence the transactions
contemplated hereby.

     10.15 BROKERS AND AGENTS. Each party represents and warrants that it has
employed no broker or agent in connection with this transaction and agrees to
indemnify and hold harmless the other parties against all loss, cost, damages or
expense arising out of claims for fees or commissions of brokers employed or
alleged to have been employed by such indemnifying party.

                                   ARTICLE XI
                               BANKRUPTCY APPROVAL

     Shareholder has filed a voluntary petition for relief under chapter 11 of
the Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware IN RE: ARM FINANCIAL GROUP, INC. Case No. 99-4430 (Judge Walsh) (the
"Bankruptcy Proceeding"). Shareholder shall seek to have the transactions
contemplated hereby approved by the Bankruptcy Court. If for any reason such
approval has not been obtained by May 31, 2000, Buyer may terminate this
Agreement by delivery of written notice of termination whereupon Buyer shall be
entitled to a refund of the Deposit and this Agreement shall become null and
void. Buyer acknowledges and agrees that Shareholder is required to and shall
seek higher or better offers for the Common Shares until such time as the
Section 363/365 Order is entered.

     IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first above written.

     BUYER:

     1ST ATLANTIC GUARANTY CORPORATION


     By: /s/John Lawbaugh
        --------------------------

                                       23

<PAGE>

     COMPANY:

     SBM CERTIFICATE COMPANY

     By: /s/Kevin L. Howard, Secretary
        --------------------------------

     SHAREHOLDER:

     ARM FINANCIAL GROUP, INC.


     By: /s/Barry Radick
        --------------------------
        Walker, Truesdell, Radick and Associates, Inc.
        Restructuring Agent


                         LIST OF SCHEDULES AND EXHIBITS

EXHIBIT A Form of Section 363/365 Order of Bankruptcy Court

EXHIBIT B Escrow Agreement

EXHIBIT C Form of Shareholder Release

EXHIBIT D Form of Non Competition Agreement

EXHIBIT E Form of Legal Opinion


                                   SCHEDULES
                                   ---------

                                       24

<PAGE>

1.1(a) Securities

2.2    Existence and Good Standing

2.5    Financial Statements

2.7    Tax Matters

2.10   Contracts

2.12   Consents

2.13   Litigation

2.17   Officers and Directors

2.18   Bank Accounts

3.4    Buyer Financial Statements

                                       25