Exhibit 2.5

                               CROP HAIL INSURANCE
                              QUOTA SHARE AGREEMENT
                    (hereinafter referred to as "Agreement")


                           Effective: January 1, 1998


                                    issued to

                              IGF Insurance Company
                          and its Affiliated Companies
                       (hereinafter referred to as "IGF")


                                       by

                          Continental Casualty Company
                 (hereinafter collectively referred to as "CNA")



ARTICLE 1 - TERM


This Agreement shall apply to losses  occurring on and after 12:01 a.m.  Central
Standard Time,  January 1, 1998 as respects new and renewal policies on business
covered by this Agreement,  becoming  effective on and after said date and shall
continue in full force and effect until terminated as provided below.


Termination shall take place immediately and automatically  upon the exercise of
a Put Right or Call  Right(as  defined under the  Strategic  Alliance  Agreement
andhereinafter  referred to "SAA") between Continental  Casualty Company and IGF
Holdings, Inc. and its Affiliated Companies, to which this Agreement is attached
and made a part of. Upon termination,  a full commutation and release of all CNA
liability  shall be  provided  to CNA for the then  current  Crop  Year  with no
amounts  due or owing for such  year.  IGF  shall  have the right to 100% of the
premiums  associated  with the liability so released.  If any payments have been
made by CNA to IGF for its share of loss payments  incurred prior to the date of
exercise,  such payments  shall be  reimbursed to CNA. As an example,  if a Call
Right is  exercised  on June 1, 2002,  CNA shall not bear any risk on any of the
policies bound to that date for the 2002 Crop Year nor have a right to any
premiums  collected or due thereon.  If a Put Right or Call Right is exercised
the result shall be the same.


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ARTICLE 2 - BUSINESS COVERED


IGF  agrees to cede and CNA  agrees to  accept by way of  reinsurance,  for each
Agreement  Year covered  hereunder,  with Agreement Year meaning any January 1st
through  December  31st,  30% of the CNA Crop Hail  Proportion  (as  defined) as
follows.  Such annual reinsurance cession shall be made in perpetuity unless the
Put Right or Call Right is triggered.


   The CNA Crop Hail  business  produced by CNA in 1998 shall  include Crop Hail
business  written on a CNA company's paper and the business assumed by CNA under
the  Producers  Lloyds  Insurance   Company  and  Palliser   Insurance   Company
reinsurance
agreements.


   CNA's share of gains  (losses)  in  relation  to any third party  reinsurance
agreements and any co-share or other sharing arrangements shall be as negotiated
by mutual agreement of the parties hereto.


   For 1998,  the CNA Crop Hail  Proportion  shall be equal to (i) the amount of
Crop Hail business produced by CNA for 1998 excepting business developed through
any and all fronting  agreements with IGF divided by (ii) the combined amount of
Crop Hail business produced by IGF and CNA for 1998.


   For 1999,  the CNA Crop Hail  Proportion  shall be equal to (i) the amount of
Crop Hail business written on a CNA company paper in 1998 multiplied by one plus
the  percentage  growth in industry Crop Hail gross premium from 1998 to 1999 as
acknowledged by the NCIS, plus (ii) the amount of Crop Hail business  assumed by
CNA under the Producers Lloyds Insurance Company and Palliser  Insurance Company
reinsurance  agreements  in  1999,  subject  to  items 7 and 8  below,  with the
resulting  sum then divided by (iii) the sum of (i), (ii) and the amount of Crop
Hail business produced by IGF for 1999.


   For 2000,  the CNA Crop Hail  Proportion  shall be equal to (i) the amount of
Crop Hail business written on a CNA company paper in 1998 multiplied by one plus
the  percentage  growth in industry Crop Hail gross premium from 1998 to 2000 as
acknowledged by the NCIS, plus (ii) the amount of Crop Hail business  assumed by
CNA under the Producers Lloyds Insurance Company and Palliser Insurance Company


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reinsurance  agreements  in  2000,  subject  to  items 7 and 8  below,  with the
resulting  sum then divided by (iii) the sum of (I), (ii) and the amount of Crop
Hail business produced by IGF for 2000.


   The CNA Crop Hail  Proportion  shall  continue  to adjust  for years 2001 and
beyond in a manner consistent with the formula for 1999 and 2000.


   If Producers  Lloyds  Insurance  Company elects to terminate its relationship
with CNA or not to enter  into a  relationship  with  IGF or to  terminate  such
relationship after the closing date of the transaction between IGF and CNA, then
if such  relationship  terminates  prior to July 1, 2000,  all of the  Producers
Lloyds  Insurance  Company's  business  will be removed from  reimbursement  and
profit-sharing  formulas  in  calculating  any  payments  to be made  under this
Agreement after such  termination.  If Producers Lloyds Insurance Company elects
to terminate its  relationship  with CNA or IGF, as the case may be, on or after
July 1,  2000,  then the  dollar  amount  of CNA's  line  for  Producers  Lloyds
Insurance  Company shall be the same in the crop year in which Producers  Lloyds
Insurance  Company  terminates its  relationship as it was in the immediate crop
year prior to the termination and there shall be no adjustment to  reimbursement
and profit-sharing  formulas under this Agreement with respect to any crop years
prior to such termination.


   If Palliser  Insurance  Company elects to terminate its relationship with CNA
or not to enter into a relationship  with IGF or to terminate such  relationship
after the closing date of the  transaction  between IGF and CNA, then the dollar
amount of CNA's line for  Palliser  Insurance  Company  shall be the same in the
crop year in which Palliser  Insurance Company terminates its relationship as it
was in the immediate crop year prior to the termination.


Crop  Hail  Business  and  Policies  as used in this  Agreement  shall  mean all
insurances and  reinsurances  written and assumed and classified as crop hail as
defined per the NCIS, including allied coverages.



ARTICLE 3 - TERRITORY


This Agreement applies to the territory of the business covered hereunder.





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ARTICLE 4- ORIGINAL CONDITIONS


All amounts ceded hereunder shall be subject to the same gross rating and to the
same clauses, conditions, exclusions and modifications of the policies reinsured
hereunder, subject to the limits, terms and conditions of this Agreement.


Except as specifically and expressly provided for in the Insolvency Article, the
provisions of this Agreement are intended  solely for the benefit of the parties
to and executing  this  Agreement,  and nothing in this  Agreement  shall in any
manner create,  or be construed to create,  any  obligations to or establish any
rights  against  any party to this  Agreement  in favor of any third  parties or
other persons not parties to and executing this Agreement.



ARTICLE 5 - LOSSES


The IGF alone and at its full discretion shall adjust,  settle or compromise all
claims and losses. All such adjustments,  settlements and compromises, including
ex-gratia payments,  and loss expenses shall be binding on the CNA in proportion
to its' participation.  The IGF shall likewise at its sole discretion  commence,
continue,  defend,  compromise,  settle  or  withdraw  from  actions,  suits  or
proceedings  and generally do all such matters and things  relating to any claim
or loss as in its judgment may be beneficial or expedient; and all loss payments
made shall be shared by the CNA  proportionately.  The CNA  shall,  on the other
hand,  benefit  proportionately  from  all  reductions  of  losses  by  salvage,
compromise or otherwise.


In the event the IGF's  paid  losses  and loss  expenses  exceed  the Net Earned
Premium Income less ceding  commission,  the CNA agrees to advance the amount by
which the losses  exceed the Net Earned  Premium  Income less ceding  commission
within 30 days of receipt of a written report substantiating such a request.



ARTICLE 6 - EXCESS OF ORIGINAL POLICY LIMITS


This Agreement shall protect the IGF as provided in Article 2 - Business Covered
in connection with loss in excess of the limit of the original policy.


However,  this Article  shall not apply where the loss has been  incurred due to
fraud by a member of the Board of  Directors  or a corporate  officer of the IGF
acting  individually  or  collectively  or in collusion  with any  individual or
corporation or any other  organization  or party  involved in the  presentation,
defense or settlement of any claim covered hereunder.


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For the  purpose of this  Article,  the word  "loss"  shall mean any amounts for
which the IGF would  have been  contractually  liable to pay had it not been for
the limit of the original policy.



ARTICLE 7 - EXTRA CONTRACTUAL OBLIGATIONS


This Agreement shall protect the IGF as provided in Article 2 - Business Covered
where the loss includes any extra contractual obligations.


The term "Extra  Contractual  Obligations"  is defined as those  liabilities not
covered  under any other  provision of this  Agreement  and which arise from the
handling of any claim on business covered  hereunder,  such liabilities  arising
because  of, but not  limited  to, the  following:  failure by the IGF to settle
within the policy limit, or by reason of alleged or actual negligence,  fraud or
bad faith in rejecting an offer of settlement or in  preparation  of the defense
or in trial of any action against its insured or reinsured or in the preparation
or prosecution of an appeal consequent upon such action.


The date on which any Extra  Contractual  Obligation loss is incurred by the IGF
shall  be  deemed,  in  all  circumstances,  to be  the  date  of  the  original
occurrence,  or the  date  the  original  claim  is  first  made,  whichever  is
applicable.


However,  this Article  shall not apply where the loss has been  incurred due to
fraud by a member of the Board of  Directors  or a corporate  officer of the IGF
acting  individually  or  collectively  or in collusion  with any  individual or
corporation or any other  organization  or party  involved in the  presentation,
defense or settlement of any loss covered hereunder.



ARTICLE 8 - CURRENCY


Where the word  "dollars"  and/or  the sign "$" appear in this  Agreement,  they
shall mean United States dollars.


For purposes of this Agreement,  where the IGF receives  premiums or pays losses
in currencies other than United States  currency,  such premiums or losses shall
be  converted  in to United  States  dollars at the actual  rates of exchange at
which these premiums or losses are entered in the IGF's books.


ARTICLE 9 - ACCOUNTS, REPORTS AND PAYMENTS


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As soon as possible after the end of the season, but no later than December 15th
of each  Agreement  Year,  with  Agreement  Year meaning any January 1st through
December 31st for which  coverage  applies under this  Agreement,  the IGF shall
provide the CNA with a complete account, to include the following:


   Net Earned Premium income  accounted for during the Agreement  Year,  meaning
gross earned premium income on business accounted for during that Agreement Year
less returned premiums and earned income paid for reinsurances, recoveries under
which inure to the benefit of this Agreement; less


   The ceding commission as provided for in this Agreement: less;


   Losses and loss adjustment  expense paid during the Agreement Year, with loss
adjustment  expense for external  adjusters  including  part time loss adjusters
capped  at 4%,  except  for the  reinsurance  agreement  with  Producers  Lloyds
Insurance  Company wherein the loss  adjustment  expense shall be capped at 4.5%
and as  incurred  under  the  reinsurance  agreement  with  Pallisers  Insurance
Company, of gross written premium accounted for during the Agreement Year; plus


   Subrogation, salvage, or other recoveries on losses occurring during the term
of the Agreement Year being accounted for.


Within 15 days of receipt of IGF's  report,  CNA shall  remit any balance due to
IGF as respects such report.


As soon as possible after the conclusion of each calendar  quarter and Agreement
Year the IGF will  provide  any other  information  the CNA may  require for its
Convention Statement which may be reasonably available to the IGF.


ARTICLE 10  - COMMISSION


CNA will allow IGF a 32.5% ceding  commission on the business covered as defined
in Article 2 except that under the reinsurance  agreement with Producers  Lloyds
Insurance  Company the commission  will be 27.5%  provisional  and increasing to
31.5% at a loss ratio of 48%, plus  intermediary  fees and under the reinsurance
agreement with Palliser Insurance Company the commission will be 26% provisional
and increasing to 29% at 54% loss ratio, plus intermediary fees.


Return commission shall be allowed on return premiums at the same rate.


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 ARTICLE 11  - OFFSET


The IGF or the CNA shall  have the right to offset any  balance  or amounts  due
from one  party to the  other  under  the  terms of this  Agreement.  The  party
asserting  the right of offset may  exercise  such right at any time whether the
balances due are on account of premiums or losses.



ARTICLE 12 - ACCESS TO RECORDS


Upon reasonable  notice, the CNA, or its designated  representative,  shall have
access at any reasonable  time to inspect and audit the books and records of the
IGF which pertain in any way to this  reinsurance  and it may make copies of any
records pertaining thereto.
 This right of inspection,  audit and information  shall survive  termination of
this Agreement and shall run to the natural expiry of all liabilities  under the
policies reinsured.



ARTICLE 13 - TAXES


In  consideration  of the terms  under  which  this  Agreement  is  issued,  IGF
undertakes  not to claim any  deduction  of the  premium  hereon when making tax
returns,  other than Income or Profits Tax returns, to any state or territory of
the United States of America or to the District of Columbia.



ARTICLE 14 - ERRORS AND OMISSIONS


Any  inadvertent  error,  omission  or delay in  complying  with the  terms  and
conditions of this  Agreement  shall not be held to relieve  either party hereto
from any liability which would attach to it hereunder if such error, omission or
delay had not been made,  provided  such error,  omission or delay is  rectified
immediately upon discovery.



ARTICLE 15 - AMENDMENTS


This  Agreement may be altered or amended in any of its terms and  conditions by
mutual consent of the IGF and the CNA by an Endorsement hereto. Such Endorsement
will then constitute a part of this Agreement.





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ARTICLE 16 - LOSS FUNDING


This Article is only  applicable  to CNA if it cannot  qualify for credit by the
State, meaning the state, province or Federal authority having jurisdiction over
IGF's loss reserves.


As regards policies issued by the IGF coming within the scope of this Agreement,
the IGF agrees that when it shall file with the  insurance  department or set up
on its books reserves for losses covered hereunder which it shall be required to
set up by law it will forward to the CNA a statement  showing the  proportion of
such loss reserves which is applicable to them.


The CNA hereby  agrees  that it will apply for and secure  delivery to the IGF a
clean irrevocable and unconditional  Letter of Credit issued by a bank chosen by
the CNA and acceptable to the appropriate  insurance  authorities,  in an amount
equal  to the  CNA's  proportion  of the  loss  reserves  in  respect  of  known
outstanding  losses  that  have  been  reported  to the CNA and  allocated  loss
expenses  relating thereto as shown in the statement  prepared by the IGF. Under
no  circumstances  shall any amount relating to reserves in respect of losses or
loss expenses  Incurred But Not Reported be included in the amount of the Letter
of Credit.


The Letter of Credit  shall be  "Evergreen"  and shall be issued for a period of
not less than one year,  and shall be  automatically  extended for one year from
its date of  expiration  or any future  expiration  date unless thirty (30) days
prior to any  expiration  date,  the bank shall  notify the IGF by  certified or
registered mail that it elects not to consider the Letter of Credit extended for
any additional period.


The IGF, or its successors in interest,  undertakes to use and apply any amounts
which it may draw upon such Credit  pursuant to the terms of the Agreement under
which the Letter of Credit is held, and for the following purposes only:


     To pay CNA's share or to reimburse IGF for CNA's share of any liability for
loss  reinsured by this  Agreement,  the payment of which has been agreed by CNA
and which has not otherwise been paid.


     To make refund of any sum which is in excess of the actual amount  required
to pay CNA's share of any liability reinsured by this Agreement.


     In the event of  expiration  of the Letter of Credit as provided for above,
to establish deposit of CNA's share of known and reported outstanding losses and
allocated loss expenses relating thereto under this Agreement. Such cash deposit
shall be held in an interest  bearing account  separate from IGF's other assets,
and interest  thereon shall accrue to the benefit of CNA. It is  understood  and
agreed that this procedure will be


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implemented  only in exceptional  circumstances  and that, if it is implemented,
IGF will ensure  that a rate of  interest is obtained  for CNA on such a deposit
account  that is at least  equal to the  rate  which  would  have  been  paid by
Citibank N.A. in New York, and further that IGF will account to CNA on an annual
basis for all interest  accruing on the cash deposit  account for the benefit of
CNA.


The  bank  chosen  for the  issuance  of the  Letter  of  Credit  shall  have no
responsibility  whatsoever in connection with the propriety of withdrawals  made
by IGF or the disposition of funds withdrawn,  except to ensure that withdrawals
are made only upon the order of properly authorized representatives of IGF.


At annual intervals, or more frequently as agreed but never more frequently than
semiannually,  IGF shall prepare a specific  statement,  for the sole purpose of
amending the Letter of Credit, of CNA's share of known and reported  outstanding
losses and allocated loss expenses relating thereto. If the statement shows that
CNA's share of such losses and allocated  loss  expenses  exceeds the balance of
credit as of the  statement  date,  CNA  shall,  within  thirty  (30) days after
receipt of notice of such excess,  secure delivery to IGF of an amendment of the
Letter  of  Credit  increasing  the  amount  of  credit  by the  amount  of such
difference.  If,  however,  the  statement  shows that CNA's  share of known and
reported  outstanding  losses plus allocated loss expenses  relating  thereto is
less than the  balance of credit as of the  statement  date,  IGF shall,  within
thirty (30) days after receipt of written request from CNA,  release such excess
credit by agreeing to secure an amendment  to the Letter of Credit  reducing the
amount of credit available by the amount of such excess credit.



ARTICLE 17 - INSOLVENCY


This  reinsurance  shall be payable by CNA on the basis of the  liability of IGF
under Policy or Policies reinsured without diminution, because of the insolvency
of IGF, to IGF or its liquidator, receiver, or statutory successor.


In the event of  insolvency  of IGF,  the  liquidator  or receiver or  statutory
successor of the IGF shall give written notice to CNA of the pendency of a claim
filed against IGF on the Policy or Policies  reinsured  within a reasonable time
after such claim is filed in the insolvency  proceeding.  During the pendency of
such claim CNA may investigate such claim and interpose,  at its own expense, in
the proceeding  where such claim is to be  adjudicated,  any defense or defenses
which it may deem  available to IGF or its  liquidator  or receiver or statutory
successor.  The expenses  thus incurred by CNA shall be  chargeable,  subject to
court approval,  against IGF as part of the expense of liquidation to the extent
of a proportionate  share of the benefits  which may accrue to IGF solely as a
result of the defense so undertaken by CNA.



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Should IGF go into  liquidation or should a receiver be appointed,  CNA shall be
entitled  to deduct  from any sums  which may be or may  become due to IGF under
this  reinsurance  Agreement,  any sums  which are due to CNA by IGF under  this
Agreement  and which are payable at a fixed or stated date, as well as any other
sums due to CNA which are permitted to be offset under applicable law.


It is further understood and agreed that, in the event of the insolvency of IGF,
the reinsurance  under this Agreement shall be payable directly by CNA to IGF or
to its  liquidator,  receiver  or  statutory  successor,  except  a) where  this
Agreement  specifically  provides another payee of such reinsurance in the event
of the insolvency of IGF and b) where CNA with the consent of the direct insured
or insureds has assumed such policy  obligations of IGF as direct obligations of
CNA to the payees under such policies and in substitution for the obligations of
IGF to such payees.


In no event shall  anyone  other than the parties to this  Agreement  or, in the
event of IGF's insolvency,  its liquidator,  receiver,  or statutory  successor,
have any rights under this Agreement.



ARTICLE 18 - ARBITRATION


As a condition  precedent to any right of action hereunder,  any dispute arising
out of the  interpretation,  performance or breach of this Agreement,  including
the formation or validity thereof, shall be submitted for decision to a panel of
three  arbitrators.  Notice  requesting  arbitration will be in writing and sent
certified mail, return receipt requested.


One  arbitrator  shall be chosen by each  party and the two  arbitrators  shall,
before  instituting the hearing,  choose an impartial third arbitrator who shall
preside at the hearing.  If either party fails to appoint its arbitrator  within
thirty (30) days after being requested to do so by the other party,  the latter,
after ten (10) days  notice by  certified  mail of its  intention  to do so, may
appoint the second arbitrator.


If the two  arbitrators  are  unable to agree upon the third  arbitrator  within
thirty (30) days of their appointment,  each of them shall name two, of whom the
other shall  decline one and the  decision  shall be made by drawing  lots.  All
arbitrators  shall be  disinterested  active or retired  executive  officers  of
insurance or reinsurance companies, Underwriters at Lloyd's London not under the
control of either party to this  Agreement, or a qualified arbitrator supplied
by the AAA.


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Within  thirty (30) days after notice of  appointment  of all  arbitrators,  the
panel shall meet and determine timely periods for briefs,  discovery  procedures
and schedules for hearings.


The panel shall be relieved of all judicial  formality and shall not be bound by
the strict rules of procedure and evidence.  Arbitration shall take place in Des
Moines,  Iowa.  Insofar as the  arbitration  panel looks to substantive  law, it
shall  consider  the law of the  State  of  Illinois.  The  decision  of any two
arbitrators  when rendered in writing  shall be final and binding.  The panel is
empowered to grant interim relief as it may deem appropriate.


The panel shall make its  decision  considering  the custom and  practice of the
applicable  insurance and reinsurance business as promptly as possible following
the  termination of the hearings.  Judgment upon the award may be entered in any
court having jurisdiction thereof.


Each party shall bear the expense of its own  arbitrator  and shall  jointly and
equally  bear  with the  other  party  the  cost of the  third  arbitrator.  The
remaining  costs of the arbitration  shall be allocated by the panel.  The panel
may, at its  discretion,  award such further  costs and expenses as it considers
appropriate,  including  but  not  limited  to  attorneys  fees,  to the  extent
permitted by law. The panel is prohibited from awarding  punitive,  exemplary or
treble  damages,   of  whatever  nature,  in  connection  with  any  arbitration
proceeding concerning this Agreement.



ARTICLE 19 - CHOICE OF LAW


This  Agreement,  including  all matters  relating to  formation,  validity  and
performance  thereof,  shall be  interpreted  in accordance  with the law of the
State of Illinois.



ARTICLE 20 - ENTIRE CONTRACT


This Agreement and that certain Strategic Alliance Agreement, Insurance Services
Agreement,  Multiple Peril Crop Insurance  Quota Share Contract - effective July
1, 1997 Multiple Peril Crop Insurance  Quota Share Agreement - effective July 1,
1997, and the Crop Hail Quota Share Reinsurance  Contract - effective January 1,
1998,  between the parties,  represent the entire  agreement  and  understanding
among the parties. No other oral or


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written  agreements  or  contracts  relating  to the risks  reinsured  hereunder
currently exist and/or are contemplated between the parties.



ARTICLE 21 - SEVERABILITY


If any law or  regulation  of any Federal,  State,  or Local  Government  of the
United States of America or the  provinces of Canada or the ruling  officials of
any supervision over insurance companies,  should render illegal this Agreement,
or any portion thereof, as to risks or properties located in the jurisdiction of
such  authority,  either the IGF or the CNA may upon written notice to the other
suspend,  abrogate,  or amend this  Agreement  insofar as it relates to risks or
properties  located within such  jurisdiction to such extent as may be necessary
to comply with such law, regulations or ruling.


Such  illegality,  suspension,  abrogation,  or  amendment  of a portion of this
Agreement shall in no way affect any other portion thereof.



ARTICLE 22 - ILLUSTRATION


IGF and CNA  have  agreed  to  append  Schedule  1 as an  attachment  hereto  to
illustrate their understanding of the operation of this Agreement.


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IN WITNESS WHEREOF the parties  acknowledge  that no intermediary is involved in
or brought about this  transaction,  and the parties hereto, by their authorized
representatives, have executed this Agreement:



on this        day of                                    1998     

IGF INSURANCE COMPANY
and its AFFILIATED COMPANIES



By: ________________________________________________



Attested by: _________________________________________




and on this      day of                                     1998


CONTINENTAL CASUALTY COMPANY



By: ________________________________________________



Attested by:__________________________________________



                               CROP HAIL INSURANCE
                              QUOTA SHARE AGREEMENT
                        (referred to as the "Agreement")
                           Effective: January 1, 1998
                                    issued to
                              IGF Insurance Company
                          and its Affiliated Companies
                             (referred to as "IGF")
                                       by
                          Continental Casualty Company
                             (referred to as "CNA")