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                               PURCHASE AGREEMENT


     The PURCHASE AGREEMENT ("Purchase Agreement") is entered into this 14th day
of July, 1998, by and between SAFEGUARD FINANCIAL GROUP, INC. ("Seller"),
located at 3259 East Sunshine, Suite AA, Springfield, Missouri 65804, and
BERTHEL FISHER & COMPANY LEASING, INC. ("Purchaser"), located at 100 Second
Street SE, Post Office Box 74250, Cedar Rapids, Iowa 52407. The Seller will see
and the Purchaser will buy the Loans in accordance with this Purchase Agreement.
The servicing rights with respect to the Loans are being sold by the Seller to
the Purchaser.

     1.   DEFINED TERMS. The terms set forth in this paragraph are defined as 
follows:

          (a) "Anniversary Date" means one (1) calendar year after the Closing
     Date and the same date each year thereafter.

          (b) "Closing Date" means Tuesday, 12:30 M. (CDT), July 14, 1998.

          (c) "Cut-Off Date" means the close of business on Monday, July 13, 
     1998.

          (d) "Debtor" means the Borrower/Buyer as identified on a Retail 
     Installment Contract.

          (e) "Defaulted Loan" means any loan that is forty-five (45) days past 
     due.

          (f) "Distributor" means the dealer selling the property to the Debtor.

          (g) "Loan" means one (1) Retail Installment Contract.

          (h) "Loans" means all of the Retail Installment Contracts that are 
     listed on Exhibit "A" attached to this Purchase Agreement.

          (i) "Outstanding Principal Balance" means that portion of the amount 
     financed which remains unpaid as of the Cut-Off Date.

          (j) "Performing Loan" means a loan exchanged for a Defaulted Loan.

          (k) "Property" means the product or goods identified on the Retail 
     Installment Contract.

          (l) "Purchase Price" means the Outstanding Principal Balance of the 
     Loans as of the Cut-Off Date multiplied times Ninety-Five Percent (95%).

SAFEGUARD FINANCIAL GROUP, INC., PURCHASE AGREEMENT 
WITH BERTHEL FISHER & COMPANY LEASING, INC. 1.04                               1
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          (m) "Retail Installment Contract" means collectively the following 
     documents:

              (1) Retail Installment Contract, fully executed.

              (2) Debtor Credit Application.

              (3) Water Treatment Installation Agreement between Debtor and
          Distributor, if available.

              (4) Completion Certificate of Distributor.

              (5) Courtesy Call Report.

              (6) Notice Of Right To Cancel to Debtor.

              (7) Any additional relevant information or documents with respect 
          to Debtor or Distributor.

          (n) "Security Deposit" means an amount equal to Ten Percent (10%) of 
     the Purchase Price.

     2.   SALE AND CONSIDERATION.

          (a) Seller hereby sells and assigns to Purchaser the Loans, including
     the related servicing rights and all benefits incident to the ownership of
     the Loans arising on or after the Cut-Off Date. The Purchase Price for the
     Loans shall equal the Outstanding Principal Balance of the Loans identified
     on Exhibit "A" as of the Cut-Off Date multiplied times Ninety-Five (95%).
     Seller acknowledges that this transaction is a sale of all Seller's
     interest in the Loans, not a loan or extension of credit; provided,
     however, that interest accrued before the Cut-Off Date remains the property
     of Seller.

          (b) As of the Closing Date or as soon thereafter as practical, 
     Purchaser and Seller shall establish a brokerage account with Berthel 
     Fisher & Company Financial Services, Inc. (the "Account"). The Account 
     shall be in the name of Seller, shall bear the Tax Identification Number 
     of the Seller, which is 43-1747577. However, withdrawal of any funds from 
     the Account shall be restricted such that only the Purchaser may withdraw 
     funds from the Account during the term of this Purchase Agreement; and, in 
     order for the parties to comply with the terms of paragraph 2(e) herein, 
     both parties must agree, in writing, to such withdrawal as contemplated in 
     paragraph 2(e).

          (c) The Security Deposit will be placed in the account by Seller 
     immediately following the Closing by wire transfer in accordance with the 
     bank coordinates provided by Purchaser.


SAFEGUARD FINANCIAL GROUP, INC., PURCHASE AGREEMENT
WITH BERTHEL FISHER & COMPANY LEASING, INC. 1.04                              2
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          (d) Purchaser may withdraw the funds from the Account for purposes of 
     investing in United States Government Securities or other similarly rated 
     financial instruments having a duration of no more than one (1) year.

          (e) If Seller is in full compliance with the terms of this Purchase 
     Agreement on the first Anniversary Date, the Security Deposit plus Three 
     Percent (3%) shall be forthwith remitted to Seller. Any amount in excess of
     the Three Percent (3%) shall be remitted to Purchaser; and, the Account 
     closed.

     3.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER. Seller
represents, covenants and warrants to Purchaser the following with respect to
each Loan as of the Closing Date.

          (a) Each Retail Installment Contract is a good and valid instrument 
     and constitutes a valid first lien against the Property enforceable in 
     accordance with its terms.

          (b) Seller is vested with full title to the Loan and has the power 
     and authority to assign and transfer the Loan to Purchaser under this 
     Purchase Agreement free and clear of all encumbrances.

          (c) There is no requirement for any future advances. There is no 
     default existing under the Retail Installment Contracts.

          (d) The Loan was originated, closed and serviced in compliance with 
     the Loan documents and all applicable federal, state and local laws, 
     regulations, ordinances and rules.

          (e) There are no undisclosed agreements between Seller and Debtor of 
     any Retail Installment Contract, directly or indirectly, having any effect
     on the obligations of Debtor to make timely payments on the Retail 
     Installment Contracts.

          (f) The Retail Installment Contracts are enforceable according to
     their terms. Debtor(s) has(have) no claim(s) or defense(s) to the
     performance of its(their) obligations under the Retail Installment
     Contracts.

          (g) The Loans were executed by the persons purported to be the 
     Debtors and contain no forged or unauthorized signatures. Each party 
     thereto was of full age and legal capacity to contract at the time of 
     execution.

          (h) The information set forth on Exhibit "A" is true and correct.

          (i) Each Retail Installment Contract is true, correct, complete and 
     undisputed, and no credit has previously been given to any Debtor which 
     was gratuitous or was given for a payment made by an employee or agent of 
     Seller or has arisen from renewal granted for the purpose of concealing 
     past or present delinquency.


SAFEGUARD FINANCIAL GROUP, INC., PURCHASE AGREEMENT
WITH BERTHEL FISHER & COMPANY LEASING, INC. 1.04                               3
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          (j) No fraud occurred on the part of any person in connection with 
     the origination of the Loan that could adversely affect Purchaser or the 
     enforceability of the Loan, or result in Purchaser incurring losses.

          (k) To Seller's knowledge no damage exists which would materially 
     affect the value of the Property or the Loan.

          (l) Seller is duly organized and in good standing under the laws of 
     the state of its incorporation. Seller has all requisite organizational 
     power and authority to own the Loan and to enter into and perform its 
     obligations under this Purchase Agreement. If for any reason any Retail 
     Installment Contract is unenforceable, including but not limited to the 
     ability to pursue remedies in courts of the state where the Property is 
     located, as a result of the fault of Seller, then in that event Seller 
     will comply with the provisions of 4(a) of this Agreement.

          (m) This Purchase Agreement was executed by an officer of Sellers duly
     authorized to do so.

          (n) Seller will repurchase within ten (10) days of Purchaser's demand 
     any Loan for which the first payment is not made by the Borrower/Buyer 
     within thirty (30) days of its due date. The repurchase price shall be an 
     amount equal to the Purchase Price for the Loan plus accrued but unpaid 
     interest through the date of repurchase.

          (o) From and after the Closing Date for three hundred sixty (360) 
     days any Defaulted Loan that is presented by the Purchaser to the Seller
     will be exchanged by the Seller for a Performing Loan. The Outstanding
     Principal Balance of a Performing Loan shall be equal to or greater than
     the Outstanding Principal Balance of the Defaulted Loan. If the Outstanding
     Principal Balance of the Performing Loan is greater than the Outstanding
     Principal Balance of the Defaulted Loan, Purchaser shall remit to Seller
     Ninety-Five Percent (95%) of the excess.

          (p) In the event any of the Loans are paid in full by the Debtor 
     prior to the Loan expiration date (the "Paid Off Loan"), the Paid Off Loan 
     will be exchanged by the Seller for an active Performing Loan which meets 
     all the representations and warranties stated herein, just as if said 
     active Performing Loan was included in the Loans in this Purchase 
     Agreement. The outstanding Principal Balance of a Performing Loan shall be 
     equal to or greater than the Outstanding Principal Balance of the Paid Off 
     Loan. If the Outstanding Principal Balance of the Performing Loan is 
     greater than the Outstanding Principal Balance of the Paid Off Loan, 
     Purchaser shall remit to Seller Ninety-Five Percent (95%) of the excess.

     4.   REMEDIES FOR BREACH.

          (a) In the event of a breach of any of the foregoing representations 
     or warranties by Seller, Seller will be required to cure such breach with 
     thirty (30) days of written notice from Purchaser; or, if such breach 
     cannot be cured, Seller will immediately repurchase the


SAFEGUARD FINANCIAL GROUP, INC., PURCHASE AGREEMENT
WITH BERTHEL FISHER & COMPANY LEASING, INC. 1.04                              4
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     Loans held by the Purchaser which were affected by the Seller's breach for
     an amount equal to the Purchase Price for the related Loan, plus accrued
     interest through the date of repurchase.

          (b)  Seller further agrees to indemnify and forever hold Purchaser
     harmless from any and all costs, damages, suits, actions, losses and
     expense including reasonable attorney fees arising directly or indirectly
     from Seller's breach of any of the foregoing representations, warranties,
     covenants or any other provision of this Purchase Agreement.

          (c)  At Purchaser's option it may waive its right to demand repurchase
     under paragraph (a) above.  Any such waiver will not diminish or eliminate
     Seller's obligation to indemnify Purchaser under paragraph (b) above, which
     obligation will remain in full force and affect.  The provisions of this
     section shall survive the termination of this Purchase Agreement and
     constitute a continuing obligation of the parties.

     5.  CLOSING DATE.  Closing shall be held at the office of the Buyer, on 
Tuesday at 10:30 A.M. (CDT), July 14, 1998.

          (a)  At the Closing, or no later than three days after the Closing by
     Commercial Carrier, the Seller shall deliver to Purchaser the following
     items:

               (1)  The original Retail Installment Contracts.

               (2)  The original Assignment of the Retail Installment Contracts 
          from Seller to Purchaser in recordable form executed in blank along
          with originals of any intervening assignments of the Retail
          Installment Contract with evidence of its official recording thereon.
          A form of Assignment Of Retail Installment Contracts is attached
          hereto and by this reference made a part hereof.

               (3)  Originals of any assumption, modification, substitution or 
          guaranty agreements, if any.

               (4)  A statement with the appropriate schedules reflecting the 
          computations referred to in paragraph 6 of this Purchase Agreement, a
          form of which is attached as Exhibit "A".

          (b)  At the Closing, the Purchaser shall deliver the Purchase Price by
     certified funds or by wire transfer to the bank coordinates provided by
     Seller.

     6.   SERVICING OF LOANS.  Seller shall service the Loans from the Closing
Date to the servicing transfer date which shall be simultaneous with the Closing
Date for and on behalf of Purchaser in accordance with all applicable federal,
state and local laws, rules and regulations using the same standard of care
Seller would exercise for loans owned for its own account. On the servicing
transfer date, Seller shall remit to Purchaser all sums held or received by
Seller in connection 

SAFEGUARD FINANCIAL GROUP, INC., PURCHASE AGREEMENT WITH BERTHEL FISHER & 
COMPANY LEASING, INC. 1.04                                                     5

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with the servicing of the Loans including, without limitation, all principal,
interest, late charges, unapplied funds or funds held in suspense and all funds
held in escrow pursuant to the Loan documents.

     7. TIME AND BINDING EFFECT. Time shall always be of the essence and this
Purchase Agreement shall inure to and be binding upon the respective heirs,
representatives, successors and assigns of the parties hereto.

     8. NOTICES. Seller and Purchaser agree to provide each other with written
notice of any change of address.


     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals the date first above written, each with the intent to be legally bound.


SELLER:                                 SAFEGUARD FINANCIAL GROUP, INC.



                                        By: /s/ JAMES L. HILL
                                           --------------------------------
                                        Title: President
                                              -----------------------------



PURCHASER:                              BERTHEL FISHER & COMPANY LEASING, INC.



                                        By: /s/ NANCY L. LOWENBERG
                                           --------------------------------
                                        Title: Executive Vice President
                                              -----------------------------




SAFEGUARD FINANCIAL GROUP, INC., PURCHASE AGREEMENT
WITH BERTHEL FISHER & COMPANY LEASING, INC. 1.04                               6