content: SECURITIES AND EXCHANGE COMMISSION
                      Washington, D. C.  20549
  
                              FORM 8-K
  
                           CURRENT REPORT
  
               Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934
  
                    Date of Report - May 31, 1995
  
                            ANUHCO, INC.
  
                  State of Incorporation - Delaware
  
                    Commission File No. - 0-12321
  
            IRS Employer Identification No. - 46-0278762
  
                  9393 West 110th Street, Suite 100
                    Overland Park, Kansas  66210
  
                  Telephone Number - (913)-451-2800
  
  </PAGE>
  
  Item 2.   ACQUISITION OR DISPOSITION OF ASSETS
  
  On May 31, 1995, Anuhco, Inc ("Anuhco") completed the acquisition
  of all of the issued and outstanding stock of Agency Premium
  Resource, Inc. and Subsidiary ("APR").  The purchase price,
  together with payments for certain services to be rendered by the
  sellers after closing, was approximately $11.5 million.  In
  addition to the Stock Purchase Agreement by which Anuhco acquired
  all of the APR stock, Anuhco entered into a consulting agreement
  with Seafield Capital Corporation ("Seafield"), the former majority
  shareholder of APR, and an employment agreement with C. Ted
  McCarter, APR's president and chief executive officer.  Under the
  former, Anuhco is entitled to consult with Seafield about APR for
  three years.  Under the latter, APR is entitled to the continuation
  of Mr. McCarter's services as president and chief executive officer
  for five years.  This transaction will be accounted for as a
  purchase.  Anuhco utilized a portion of its available cash to
  consummate the purchase.  Anuhco assumed certain guarantees of the
  APR financing arrangements.  Such guarantees would have exceeded
  $20 million at December 31, 1994.  The terms of the acquisition and
  the purchase price resulted from negotiations between Anuhco and
  the APR shareholders, Seafield and APR's Chief Executive Officer,
  C. Ted McCarter.
  
  APR offers premium financing and related services through approved
  insurance agencies, primarily throughout the midwestern United
  States.  Its wholly owned subsidiary, Agency Services, Inc.,
  provides motor vehicle report services throughout the same
  geographic area.
  
  Anuhco intends for APR to continue its operation as an autonomous
  finance company.  Existing management will continue, including all
  officers, with C. Ted McCarter to continue as Chief Executive
  Officer of APR under a five year employment agreement.  This
  acquisition would provide Anuhco a base from which to grow a
  financial services operation.  Expansion of the financial services
  operation is expected to include continued growth of APR and
  possibly the acquisition of units which would complement the
  operation of APR.  In management's opinion, the acquisition of APR
  will not have a dilutive effect on consolidated earnings.
  
  <TABLE>
  Item 7.   FINANCIAL STATEMENTS AND EXHIBITS
  <CAPTION>
                    INDEX TO FINANCIAL STATEMENTS
                                                             Page
  <S>  <C>                                                    <C>
  (a)  Historical Financial Statements of Agency Premium
         Resource, Inc. and Subsidiary (business acquired)
  
       Condensed Interim Financial Statements (unaudited)
  
         Consolidated Balance Sheet as of March 31, 1995        4
  
         Consolidated Statement of Earnings for the Three
           Months Ended March 31, 1995                          5
  
         Consolidated Statement of Cash Flow for the Three
           Months Ended March 31, 1995                          6
  
         Notes to Condensed Interim Financial Statements        7
  
       Annual Financial Statements 
  
         Report of Independent Public Accountants               8
  
         Consolidated Balance Sheets as of December 31, 
           1994 and 1993                                        9
  
         Consolidated Statements of Earnings for the
           years ended December 31, 1994 and 1993              10
  
         Consolidated Statements of Cash Flows for the
           years ended December 31, 1994 and 1993              11
  
         Consolidated Statements of Stockholders' Equity
           for the years ended December 31, 1994 and 1993      12
  
         Notes to Consolidated Financial Statements            13
  
  (b)  Condensed Pro Forma Financial Statements (Unaudited)
  
         Description of Pro Forma Financial Statements         19
  
         Condensed Pro Forma Balance Sheet at March 31, 1995   20
  
         Condensed Pro Forma Statement of Earnings for the
           year ended December 31, 1994                        21
  
         Condensed Pro Forma Statement of Earnings for the
           three months ended March 31, 1995                   22
  
       Notes to Pro Forma Financial Statements                 23
  
  (c)  Exhibits - Filed herewith
  
        2(a) Plan of Acquisition - Stock Purchase Agreement 
             by and among Anuhco, Inc., Seafield Capital 
             Corporation, and C. Ted McCarter, dated May 23,
             1995.
  
       10(a) Materials Contract - Consulting and Assignment
             Agreement by and between Seafield Capital Corpor-
             ation and Anuhco, Inc., dated May 31, 1995.
  </TABLE>
  </PAGE>
  
  <TABLE>
                    AGENCY PREMIUM RESOURCE, INC.
                       Condensed Balance Sheet
                             (Unaudited)
                           (in thousands)
  <CAPTION>
                         ASSETS
   
                                March 31, 1995
  <S>                               <C>
  Current Assets -
   Cash & investments               $   990
     Finance receivables              7,511
     Other                               63
    Total Current                     8,564
  Property/Equipment                     82
  Other Assets                          158
    Total Assets                    $ 8,804
  
              LIABILITIES AND SHAREHOLDERS' EQUITY
  Current Liabilities               $   851
  Other Liabilities                      21
    Total Liabilities                   872
  Shareholders Equity                 7,932
    Total Liability &
    Shareholder's Equity            $ 8,804  
  </TABLE>
       The accompanying notes to condensed financial statements
       are an integral part of this statement.
  
  </PAGE>
  
  <TABLE>
                    AGENCY PREMIUM RESOURCE, INC.
                        Statement of Earnings
                             (Unaudited)
                           (in thousands)
  <CAPTION>
                                      Three Months Ended
                                        March 31, 1995  
  <S>                                     <C>
  Operating Revenue                       $   907
  Operating Expenses:
   Salaries, wages & employee benefits        242
   Operating supplies & expenses              454
   Depreciation & amortization                 42
  Total operating expenses                    738
  Operating Income                            169
  Nonoperating Income (Expense)               -  
  Income Before Income Taxes                  169
  Income Tax Provision                         60 
  Net Income                              $   109  
  </TABLE>
       The accompanying notes to condensed financial statements
       are an integral part of this statement.
  </PAGE>
  
  <TABLE>
                    AGENCY PREMIUM RESOURCE, INC.
                  Condensed Statement of Cash Flow
                             (Unaudited)
                           (in thousands)
  <CAPTION>
                                                  Three Months Ended
                                                    March 31, 1995  
  <S>                                                  <C>  
  Operating Activities
   Earnings from continuing operations                  $  109
   Adjustments to reconcile net earnings
     to net cash used by operating activities:
        Depreciation & amortization                         42
        Bad debt expense                                    39
        Other, including changes in working capital       (267)
        Net cash provided (used) by operating 
          activities                                      ( 77)
  Investing Activities
   Change in short-term investments                       (463)
   Purchase of securitized receivables                   1,000
   Additions to accounts receivable                       (462)
   Other                                                  ( 10) 
        Net cash generated investing activities             65
  Net Increase In Cash                                  $ ( 12)  
  </TABLE>
       The accompanying notes to condensed financial statements
       are an integral part of this statement.
  </PAGE>
  
                    AGENCY PREMIUM RESOURCE, INC.
  
               Notes to Condensed Financial Statements
                             (Unaudited)
  
  (1)  Condensed Financial Statements:
  
  The condensed financial statements of Agency Premium Resource, Inc.
  ("APR") included herein have been prepared pursuant to the rules
  and regulations of the Securities and Exchange Commission ("SEC")
  and have not been examined or reviewed by independent public
  accountants.  In the opinion of management, all adjustments
  necessary to present fairly the results of operations have been
  made.
  
  Pursuant to SEC rules and regulations, certain information and
  footnote disclosures normally included in financial statements
  prepared in accordance with generally accepted accounting
  principles have been condensed or omitted from these statements. 
  In the opinion of management the disclosures contained herein, when
  read in conjunction with the financial statements and notes
  included in APR's 1994 audited financial statements filed herewith
  are adequate to make the information presented not misleading.  It
  is suggested, therefore, that these statements be read in
  conjunction with the statements and notes included with those
  financial statements.
  
  (2)  Acquisition:
  
  APR, a premium finance company, was a majority owned subsidiary
  of Seafield Capital Corporation ("Seafield").  On May 23, 1995,
  Seafield and the minority shareholder and CEO of APR, C. Ted
  McCarter, entered into an agreement for the sale of 100% of the
  issued and outstanding shares of common stock of APR to Anuhco,
  Inc.
  
  The accompanying financial statements do not reflect the costs
  associated with the sale.
  
  </PAGE>
                        KPMG Peat Marwick LLP
                       1000 Walnut, Suite 1600
                           P.O. Box 13127
                       Kansas City, MO.  64199
  
                    INDEPENDENT AUDITORS' REPORT
  
  The Board of Directors
  Agency Premium Resource, Inc.
    and Subsidiary:
  
  We have audited the accompanying consolidated balance sheets of
  Agency Premium Resource, Inc. and subsidiary as of December 31,
  1994 and 1993 and the related consolidated statements of earnings,
  stockholders' equity and cash flows for the years then ended. These
  consolidated financial statements are the responsibility of the
  Company's management.  Our responsibility is to express an opinion
  on these consolidated financial statements based on our audits.
  
  We conducted our audits in accordance with generally accepted
  auditing standards.  Those standards require that we plan and
  perform the audits to obtain reasonable assurance about whether the
  financial statements are free of material misstatement.  An audit
  includes examining, on a test basis, evidence supporting the
  amounts and disclosures in the financial statements.  An audit also
  includes assessing the accounting principles used and significant
  estimates made by management,as well as evaluating the overall
  financial statement presentation.  We believe that our audits
  provide a reasonable basis for our opinion.
  
  In our opinion, the consolidated financial statements referred to
  above present fairly, in all material respects, the financial
  position of Agency Premium Resource, Inc. and subsidiary as of
  December 31, 1994 and 1993 and the results of their operations and
  their cash flows for the years then ended, in conformity with
  generally accepted accounting principles.
  
                                /s/ KPMG Peat Marwick LLP
  
  February 9, 1995
  </PAGE>
  
  <TABLE>
                    AGENCY PREMIUM RESOURCE, INC.
                     Consolidated Balance Sheets
                     December 31, 1994 and 1993
  <CAPTION>
                Assets                           1994        1993 
  <S>                                          <C>        <C> 
  Current assets:
    Accounts receivable, net of allowance for
      uncollectible accounts of $210,970 and
      $285,814 and unearned interest of
      $177,363 and $114,310 in 1994 and 1993
      and sold receivables of $23,000,000 and
      $19,000,000 in 1994 and 1993 (note 2)    $8,088,077 $5,737,732
    Short term investments                     1,002,245   2,261,399
    Prepaid expenses and other                    55,312      41,092
    Deferred income tax assets (note 5)           89,260      99,448
       Total current assets                    9,234,894   8,139,671
  
  Furniture and equipment, net of accumulated
    depreciation of $184,467 in 1994 and
    $151,500 in 1993                              59,501      59,143
  Capital lease, net of accumulated amortiza-
    tion of $5,592 (note 6)                       22,366      - - 
  Deferred transaction costs, net of accumu-
    lated amortization of $145,226 in 1994
    and $41,156 in 1993 (note 2)                 108,782     144,048
  Deferred income tax asset (note 5)               - -        29,400
                                              $9,425,543  $8,372,262
      Liabilities and Stockholders' Equity
  Current liabilities:
    Bank overdrafts                           $  445,125  $  381,489
    Accounts and premiums payable                664,001     399,139
    Current income taxes-payable to parent       149,740      85,251
    Accrued expenses and other                   318,215     213,456
    Capital lease - current (note 6)               5,620       - -  
  Total current liabilities                    1,582,701   1,079,335
  
  Capital lease - noncurrent (note 6)             16,062       - -  
  Deferred income tax liability (note 5)           3,611       - -
  
  Stockholders' equity:
    Common stock, $1 stated value, 30,000
      shares authorized; 1,500 shares
      issued and outstanding                       1,500       1,500
    Paid-in capital                            8,280,341   8,280,341
    Accumulated deficit                         (458,672)   (988,914)
       Total stockholders' equity              7,823,169   7,292,927
                                              $9,425,543  $8,372,262
  </TABLE>
               See accompanying notes to consolidated
                        financial statements.
  </PAGE>
  
  <TABLE>
                    AGENCY PREMIUM RESOURCE, INC.
  
                 Consolidated Statements of Earnings
               Years ended December 31, 1994 and 1993
  <CAPTION>
                                               1994         1993 
  <S>                                       <C>          <C>
  Revenues:
    Interest income                         $1,252,487   $1,664,049
    Service revenue                          1,854,780    1,235,122
    Other revenue                              582,852      549,318
      Total revenues                         3,690,119    3,448,489
  
  Expenses:
    Salaries and benefits (note 7)             931,311      794,969
    Service expense                            940,143      614,762
    Commissions expense                        250,125      206,055
    Occupancy                                   42,161       44,993
    Depreciation and amortization              142,678       73,982
    Other operating expense                    429,570      495,383
       Total operating expenses              2,735,988    2,230,144
    Bad debt expense                           119,622      220,400
    Interest expense (notes 3 and 4)             9,587      430,087
    Other expenses                              14,174        7,238
       Total expenses                        2,879,371    2,887,869
  
       Earnings before income tax expense      810,748      560,620
  
  Income tax expense (note 5)                  280,506      194,220
  
       Net earnings                         $  530,242   $  366,400
  </TABLE>
               See accompanying notes to consolidated
                        financial statements.
  </PAGE>
  
  <TABLE>
                    AGENCY PREMIUM RESOURCE, INC.
                Consolidated Statements of Cash Flows
               Years ended December 31, 1994 and 1993
  <CAPTION>
                                               1994        1993 
  <S>                                      <C>        <C>   
  Cash flows from operating activities:
     Net earnings                          $  530,242  $  366,400
     Adjustments to reconcile net earnings
     to net cash used in operating 
     activities:
        Depreciation and amortization         142,678      73,982
        Bad debt expense                      119,622     220,400
        Changes in assets and liabilities:
           Income taxes                       107,688      (4,993)
           Prepaid expenses                   (14,220)    (14,901)
           Accounts and premiums payable      264,862     118,577
           Accrued expenses and other         104,759      29,133
             Net cash provided by
             operating activities           1,255,631     788,598
  
  Cash flows from investing activities:
     Sale (purchase) short-term investments 1,259,154  (2,261,399)
     Securitization of accounts receivable  4,000,000  19,000,000
     Capitalization of transaction costs       68,804)   (185,204)
     Additions to accounts receivable      (6,469,967) (6,840,815)
     Additions to furniture and equipment     (33,556)    (19,729)
     Proceeds from sale of furniture and
        equipment                                 182       - -  
           Net cash provided (used) by
           investing activities            (1,312,991)  9,692,853
  
  Cash flows from financing activities:
     Repayment of note payable to bank,net      - -    (8,340,000)
     Repayment of subordinated notes payable
        to related parties, net                 - -    (2,000,000)
     Payments on capital lease obligation      (6,276)       - -
     Increase(decrease) in bank overdrafts     63,636    (141,451)
           Net cash provided (used) by
             financing activities              57,360 (10,481,451)
           Net increase in cash                 - -         - -
  Cash at beginning of year                     - -         - -  
  Cash at end of year                      $    - -   $     - -  
  Supplemental disclosure:
     Cash paid for interest                $    9,587 $   478,963
     Cash paid to parent and states for
       income taxes                        $  172,818 $   198,554
  </TABLE>
               See accompanying notes to consolidated
                        financial statements.
  </PAGE>
  
  <TABLE>
                    AGENCY PREMIUM RESOURCE, INC.
           Consolidated Statements of Stockholders' Equity
               Years ended December 31, 1994 and 1993
  <CAPTION>
                       Common     Paid-in   Accumulated
                       stock     capital     deficit         Total  
  <S>                 <C>      <C>         <C>            <C>
  Balance at
  December 31, 1992   $ 1,500  $8,280,341  $(1,355,314)   $6,926,527
  
  Net earnings           -         -           366,400       366,400
  
  Balance at
  December 31, 1993     1,500   8,280,341     (988,914)    7,292,927
  
  Net earnings           -          -          530,242       530,242
  
  Balance at
  December 31, 1994   $ 1,500  $8,280,341  $  (458,672)   $7,823,169
  </TABLE>
    See accompanying notes to consolidated financial statements.
  </PAGE>
  
  
                    AGENCY PREMIUM RESOURCE, INC.
  
             Notes to Consolidated Financial Statements
                     December 31, 1994 and 1993
  
  
  (1)   Summary of Significant Accounting Policies
  
        (a)  Organization
  
             Agency Premium Resource, Inc., (the Company) a
             subsidiary of Seafield Capital Corporation (Seafield),
             was formed on January 1, 1989.  The Company offers
             premium financing and related services through approved
             insurance agencies.  Agency Services, Inc., a wholly-
             owned subsidiary, provides motor vehicle report
             services.
  
        (b)  Basis of Presentation
  
             The accompanying consolidated financial statements have
             been prepared on the accrual basis in conformity with
             generally accepted accounting principles.  All
             significant intercompany transactions have been
             eliminated in consolidation.
  
        (c)  Furniture and Equipment
  
             Furniture and equipment are stated at cost. 
             Depreciation of furniture and equipment is provided over
             the estimated useful lives of assets (two to ten years)
             using the straight-line method.
  
        (d)  Income Taxes
  
             The provision for income taxes is based on income
             recognized for financial statement purposes and includes
             the effects of temporary differences between such income
             and that recognized for tax purposes.  The operating
             results of the Company have been included in
             consolidated federal income tax returns with Seafield. 
             The Company is reimbursed by or pays to Seafield the
             current tax benefit or expense as if it filed a separate
             return.
  
        (e)  Reclassifications
  
             Certain prior year amounts have been reclassified to
             conform with the current year presentation.
  
  (2)   Securitization of Receivables
  
        In July, 1993, the Company entered into an extendable two-
        year agreement whereby it can sell undivided interests in a
        designated pool of accounts receivable on an ongoing basis. 
        The maximum allowable amount of receivables to be sold was
        increased by amendment in August 1994 from $22,000,000 to
        $30,000,000, subject to voluntary reduction by the seller to
        a minimum of $12,000,000.  As collections reduce accounts
        receivable in the pool, the purchaser permits the Company to
        apply such collections to additional purchases up to the
        maximum.  The Company had securitized receivables of
        $23,000,000 at December 31, 1994 and $19,000,000 at December
        31, 1993.  The net cash proceeds are reported as an investing
        activity in the accompanying consolidated statement of cash
        flows.  The securitized receivables are reflected as sold in
        the accompanying consolidated balance sheet.  The proceeds
        from the initial sale of receivable interests were used to
        retire bank debt and subordinated debts to the shareholders
        and the Company's Chief Executive Officer.
  
        The Company did not record a gain or loss on the sales as the
        costs of receivables sold approximated the proceeds. 
        Receivables of $2,760,000 and $2,280,000 at December 31, 1994
        and 1993, respectively, are subordinated to undivided
        interests sold in the event of defaults or delinquencies with
        respect to the underlying receivables.  A default reserve,
        which serves as collateral, is required for the greater of
        12% of the accounts receivable sold, or an amount set forth
        by a formula based on preceding months' default ratios.
  
        The Company capitalized costs of approximately $69,000 in
        1994 and $185,000 in 1993 related to the asset
        securitization.  These costs are being amortized over a two-
        year period, with amortization expense of approximately
        $104,000 in 1994 and $41,000 in 1993.
  
        The Company continues to service the securitized receivables
        for which it receives a servicing fee.  Included in the
        service revenue was $822,503 and $543,170 of servicing fees
        at December 31, 1994 and 1993, respectively.
  
  (3)   Note Payable to Bank
  
        The Company had a $9,000,000 bank line of credit through July
        22, 1993 to provide funding for premiums financed.  In July,
        1993, the Company retired this debt with cash provided from
        the securitization of receivables described in note 2.
  
  (4)   Related Party Transactions
  
        The Chief Executive Officer owns 5% of the issued and
        outstanding shares of common stock of the Company and has
        option agreements to purchase an additional 14.9% of the
        issued and outstanding shares from Seafield.
  
        In October 1991, Seafield, the majority shareholder, advanced
        $2,000,000 to the Company.  This advance was subordinate to
        the bank debt and carried an interest rate of 5.5%.  In
        January 1993, Seafield advanced an additional $3,000,000 to
        the Company through an amendment to the original agreement. 
        The Company also borrowed $700,000 from its Chief Executive
        Officer in the form of a thirty-day renewable note payable. 
        In July 1993, the Company retired these debts with cash
        provided from the securitization of receivables described in
        note 2.
  
        The Company had an open line of credit with Seafield in the
        amount of $5,000,000.  During 1994, there were draws made on
        this line of credit by the Company and all were repaid prior
        to year-end.  During 1993, there were no draws on this line
        of credit.
  
        Interest expense on related party transactions was $8,026 and
        $167,641 for 1994 and 1993, respectively.
  
        The Chief Executive Officer purchased approximately $192,000
        in receivables from the Company in 1993 at their unpaid
        balance.  In June 1994, the Company received a settlement
        from an insurance company and a portion of the settlement
        funds were used to repurchase the $192,000 in receivables
        from the Chief Executive Officer.
  
  (5)   Income Taxes
  
        Income tax expense (benefit) consists of the following:
  <TABLE>
  <CAPTION>
                      1994                          1993            
  
           Current  Deferred    Total   Current   Deferred  Total 
  <S>      <C>       <C>      <C>       <C>       <C>       <C>
  
  Federal  $231,902  $47,724  $279,626  $195,755  $(3,814)  $191,941
  State       5,405   (4,525)      880     2,592     (313)     2,279
           $237,307  $43,199  $280,506  $198,347  $(4,127)  $194,220
  </TABLE>
  
        Income tax expense approximates the amounts computed by
        applying the U. S. federal income tax rate of 34% to earnings
        before income taxes.
  
        The tax effects of temporary differences that give rise to
        significant portions of the deferred tax assets and deferred
        tax liabilities at December 31, 1994 and 1993 are presented
        below:
  
  <TABLE>
  <CAPTION>
                                              1994      1993
  <S>                                        <C>       <C>
  Deferred tax assets:
    Accounts receivable, due to the allow-
      ance for uncollectible accounts        $81,963   $116,984
    Accrued expenses                           6,462     28,646
    Furniture and equipment, due to
      differences in depreciation for
      book and tax purposes                     - -     (11,584)
    Other                                        835      9,310
    State net operating loss carryforwards     6,881     50,016
        Total gross deferred tax assets       96,141    193,372
    Less valuation allowance                   6,881     64,524
                                             $89,260   $128,848
  Deferred tax liabilities:
    Furniture and equipment, due to 
      differences in depreciation for 
      book and tax purposes                  $ 3,345   $   - -
    Other                                        266       - - 
                                             $ 3,611   $   - - 
  </TABLE>
  
        The valuation allowance for deferred tax assets as of January
        1, 1993 was $104,081.  The decrease in the total valuation 
        allowance for the years ended December 31, 1994 and 1993 was
        $57,643 and $39,557, respectively.  The decrease each year in
        the valuation allowance is primarily attributed to the
        utilization of state net operating loss carryforwards.
  
        At December 31, 1994, the Company has net operating loss
        carryforwards for state income tax purposes of $116,411 which
        are available to offset future state taxable income, if any,
        through 2005.
  
  (6)   Commitments
  
        Total rent expense was $50,904 and $52,766 in 1994 and 1993,
        respectively.  The Company is obligated under certain
        noncancelable rental agreements which terminate through July
        1996.  The minimum future payments under these agreements are
        as follows:
  <TABLE>
  <CAPTION>
                           Year      Amount
                           <S>       <C>
                           1995      $50,234
                           1996       23,347
  </TABLE>
  
        In January 1994, the Company entered into a noncancelable
        capital lease payable in thirty monthly installments of $580
        and a final payment of $12,722.  Amortization expense related
        to the capitalized asset was $5,592 in 1994.
  
  (7)   Retirement Plans
  
        The Company is a member of the Seafield Capital Corporation
        401(k) Savings Plan and Trust (401(k) Plan) and the Seafield
        Capital Corporation Money Purchase Pension Plan (Pension
        Plan), both of which are defined contribution plans.  All
        full-time employees who have worked 500 hours within the
        first six months of employment are eligible to participate in
        the Plans.
  
        Participants in the 401(k) Plan may contribute 2% to 10% of
        annual compensation.  The Company contributes for each
        participant an amount equal to 50% of the participant's
        contribution up to 10% of annual compensation.  A participant
        is immediately fully vested with respect to the participant's
        contributions and the Company contributions vest over five
        years.  Participant contributions are invested by the
        Trustees of the Plan at the direction of the participants in
        one or more of six investment funds, one of which is a
        Seafield Stock Fund.  The matching contributions made by the
        Company were $19,439 and $16,990 in 1994 and 1993,
        respectively.
  
        Under the Pension Plan, the Company contributes 7% of each
        eligible participant's annual compensation up to the social
        security wage base plus 12.7% for any excess up to the salary
        limits of $150,000 for 1994 and $235,840 for 1993. 
        Participants become 100% vested after five years of service,
        normal retirement at age sixty-five or in the event of
        disability or death while employed by the Company. 
        Provisions for contributions to the Pension Plan by the
        Company were $50,251 and $37,755 in 1994 and 1993,
        respectively.
  
        Implementation of Financial Accounting Standards Board
        Statement No. 106, "Employers' Accounting for Postretirement
        Benefits Other Than Pensions", did not have an impact on the
        Company's financial condition or results of operations.
  </PAGE>
  
           ANUHCO, INC. AND AGENCY PREMIUM RESOURCE, INC.
  
                 Description of Condensed Pro Forma
                        Financial Statements
  
  On May 31, 1995, Anuhco, Inc. ("Anuhco") completed the acquisition
  of all of the issued and outstanding stock of Agency Premium
  Resource, Inc. and Subsidiary ("APR").  The purchase price,
  together with payment for certain services to be rendered by the
  sellers after closing, will be approximately $11.5 million.  This
  transaction will be accounted for as a purchase.
  
  The entities involved in the pro forma financial statements are
  Anuhco, the Registrant, and APR.  Anuhco's and APR's normal fiscal
  year is a calendar year ending December 31.
  
  The pro forma balance sheet was prepared using the historical
  balance sheets of Anuhco and APR as of March 31, 1995.  Anuhco
  previously reported its information on Form 10-Q.
  
  The fiscal year ending December 31, 1994 and three months ending
  March 31, 1995, pro forma income statements were prepared using the
  historical income statements of Anuhco and APR for the year ended
  December 31, 1994, and the three months ended March 31, 1995,
  Anuhco's historical information having been previously reported on
  Form 10-K and Form 10-Q, respectively.
  </PAGE>
  
  <TABLE>
           ANUHCO, INC. AND AGENCY PREMIUM RESOURCE, INC.
                  Condensed Pro Forma Balance Sheet
                        as of March 31, 1995
                             (Unaudited)
                           (in thousands)
  <CAPTION>
                               Historical         Pro Forma Pro Forma
                        Anuhco    APR   Combined Adjustments Combined
  
  <S>                   <C>      <C>     <C>      <C>         <C>
  Current Assets -
   Cash & investments   $39,189  $  990  $40,179  $(11,500) 1 $28,679 
   Finance receivables     -      7,511    7,511      -         7,511 
   Other receivables      9,346    -       9,346      -         9,346
   AFS net assets        21,095    -      21,095      -        21,095
   Other                  1,188      63    1,251      -         1,251
    Total Current        70,818   8,564   79,382   (11,500)    67,882
  Property/Equipment     15,366      82   15,448      -        15,448
  Intangibles              -        -       -        3,568 1    3,568
  Other Assets              116     158      274      -           274
    Total Assets        $86,300  $8,804  $95,104  $ (7,932)   $87,172
  
  Current Liabilities   $ 7,593  $  851  $ 8,444  $   -       $ 8,444
  Other Liabilities        -         21       21      -            21
    Total Liabilities     7,593     872    8,465      -         8,465
  
  Shareholders' Equity   78,707   7,932   86,639    (7,932) 1  78,707
    Total Liability
    & Shareholders'
    Equity              $86,300  $8,804  $95,104  $ (7,932)   $87,177 
  </TABLE>
  
        This pro forma balance sheet should be read in conjunction
        with the related Description and Notes to Condensed Pro Forma
        Financial Statements and the Registrant's financial
        statements contained in its Form 10-Q and Form 10-K filings
        with the Commission.
  </PAGE>
  
  <TABLE>
           ANUHCO, INC. AND AGENCY PREMIUM RESOURCE, INC.
               Condensed Pro Forma Statement of Income
                For the year ended December 31, 1994
                             (Unaudited)
              (in thousands, except per share amounts)
  <CAPTION>
                                                 ProForma
                                 Historical       Adjust  ProForma
                        Anuhco    APR   Combined  ments   Combined
  <S>                   <C>      <C>     <C>      <C>     <C>
  Operating Revenue     $95,772  $3,690  $99,462  $ -     $99,462
  
  Operating Expenses
   Salaries, wages &
    employee benefits    51,732     931   52,663    -      52,663
   Operating supplies
    & expenses           10,869   1,781   12,650    -      12,650
   Operating taxes &
    licenses              2,597     -      2,597    -       2,597
   Insurance & claims     2,209     -      2,209    -       2,209
   Depreciation &
    amortization          2,315     143    2,458    350 1   2,808
   Purchased transpor-
    tation & rents       20,829     -     20,829    -      20,829
  Total operating
   expenses              90,551   2,855   93,406    350    93,756
  
  Operating Income        5,221     835    6,056   (350)    5,706
  
  Nonoperating
   Income (Expense)         274     (25)     249    -         249
  
  Income Before
   Income Taxes           5,495     810    6,305   (350)    5,955
  
  Income Tax Provision     -        280      280    (80) 1    200
  
  Net Income            $ 5,495  $  530  $ 6,025  $(270)  $ 5,755
  
  Average Common
   Shares Outstanding     7,545                             7,545
  
  Net Income Per Share    $0.73                             $0.76
  </TABLE>
        This pro forma statement of income should be read in
        conjunction with the related Description and Notes to
        Condensed Pro Forma Financial Statements and the Registrant's
        financial statements contained in its Form 10-Q and Form 10-K
        filings with the Commission.
  </PAGE>
  
  <TABLE>
           ANUHCO, INC. AND AGENCY PREMIUM RESOURCE, INC.
               Condensed Pro Forma Statement of Income
              For the three months ended March 31, 1995
                             (Unaudited)
              (in thousands, except per share amounts)
  <CAPTION>
                                                 ProForma
                                 Historical       Adjust  ProForma
                        Anuhco    APR   Combined  ments   Combined
  <S>                   <C>      <C>     <C>      <C>     <C>
  Operating Revenue     $24,632  $  907  $25,539  $ -     $25,539
  
  Operating Expenses
   Salaries, wages &
    employee benefits    13,627     242   13,869    -      13,869
   Operating supplies
    & expenses            2,999     454    3,453    -       3,453
   Operating taxes &
    licenses                677     -        677    -         677
   Insurance & claims       569     -        569    -         569
   Depreciation &
    amortization            598      42      640    88 1      728
   Purchased transpor-
    tation & rents        5,193     -      5,193    -       5,193
  Total operating
   expenses              23,663     738   24,401    88     24,489
  
  Operating Income          969     169    1,138   (88)     1,050
  
  Nonoperating
   Income (Expense)         630     -        630    -         630
  
  Income Before
   Income Taxes           1,599     169    1,768   (88)     1,680
  
  Income Tax Provision      320      60      380   (20) 1     360
  
  Net Income            $ 1,279  $  109  $ 1,388  $(68)   $ 1,320
  
  Average Common
   Shares Outstanding     7,554                            7,554
  
  Net Income Per Share    $0.169                           $0.175
  </TABLE>
        This pro forma statement of income should be read in
        conjunction with the related Description and Notes to
        Condensed Pro Forma Financial Statements and the Registrant's
        financial statements contained in its Form 10-Q and Form 10-K
        filings with the Commission.
  </PAGE>
  
           ANUHCO, INC. AND AGENCY PREMIUM RESOURCE, INC.
               Notes to Pro Forma Financial Statements
                       (dollars in thousands)
  
  1.    These Notes to Pro Forma Financial Statements are not
        intended to disclose all data of significance relative to the
        historical financial statements of the entities.  The Notes
        and the related Pro Forma Financial Statements should be read
        in conjunction with the historical interim and annual
        financial statements of Anuhco, Inc. ("Anuhco") filed with
        the Commission on Forms 10-Q and 10-K.  Anuhco knows of no
        material non-reoccuring credits or charges from the
        acquisition of Agency Premium Resource, Inc. ("APR") from
        Seafield Capital Corporation ("Seafield") and C. Ted McCarter
        that will be included in Anuhco's statement of income
        subsequent to May 31, 1995 (the date of acquisition).
  
  2.    Pro Forma balance sheet adjustments.
  
        See Description of Condensed Pro Forma Financial Statements
        for a description of the historical balance sheets used to
        prepare the Condensed Pro Forma Balance Sheet.  The following
        descriptions correspond to the numbering of the adjustments
        set forth on the Condensed Pro Forma Balance Sheet.
  
   (1)  To record acquisition as follows:
  <TABLE>
  <CAPTION>
  
          <S>                                       <C>
          Anuhco cash payment to APR shareholders   $11,500
  
          Shareholders' equity acquired               7,932 
  
          Intangibles acquired, including goodwill  $ 3,568
  </TABLE>
  
  3.    Pro Forma income statement adjustments.
  
        See Description of Condensed Pro Forma Financial Statements
        for a description of the historical income statements used to
        prepare the Condensed Pro Forma Income Statements.  The
        following descriptions correspond to the numbering of the
        adjustments and eliminations set forth on the Condensed Pro
        Forma Income Statements.
  <TABLE>
  <CAPTION>                                         Dec 31   Mar 31
                                                     1994     1995
  <S>   <C>                                          <C>      <C>
   (1)  Amortization of intangibles, including
        goodwill, arising in acquisition 
        (see note 2, above)                          $ 350    $ 88
  
   (2)  Income tax benefit of Pro Forma net 
        adjustments to income before income taxes    $ (80)   $(20)
  </TABLE>
                             SIGNATURES
  
  Pursuant to the requirements of Securities Exchange Act of 1934,
  the Registrant has duly caused this report to be signed on its
  behalf by the undersigned, hereunto duly authorized.
  
  
                                    ANUHCO, INC.              
  
                      By:  /s/ Timothy P. O'Neil                    
                         Timothy P. O'Neil, President & 
                         Chief Financial Officer
  
  Date:  June 15, 1995
  <PAGE>
                                                 Exhibit 2(a)
  
                      STOCK PURCHASE AGREEMENT
                            By and Among
                            ANUHCO, INC.,
                    SEAFIELD CAPITAL CORPORATION,
                                 and
                           C. TED MCCARTER
                          Dated May 23 1995
  </PAGE>
  
  <TABLE>
                          TABLE OF CONTENTS
  <CAPTION>
  Section                                              Page
  <S>                                                 <C>
  1.   Sale and Purchase                                1
       1.1  Number of Shares                            1
       1.2  Purchase Price                              2
  
  2.  Computer Software of The Company                  2
  
  3.  Closing and Deliveries                            3
       3.1  Closing                                     3
       3.2  Deliveries                                  3
  
  4.  Representations and Warranties of the
      Stockholders                                      4
       4.1  Organization, Powers and Qualifications     4
       4.2  Capital Stock                               5
       4.3  Stock Options, Warrants, Etc.               5
       4.4  Articles of Incorporation, By-Laws, 
            Minute Book and Stock Book                  5
       4.5  Authority; No Violation, Etc.               6
       4.6  Books and Records                           8
       4.7  Compliance with Law                         8
       4.8  Financial Statements                        8
       4.9  Liabilities and Obligations                 9
       4.10 Absence of Adverse Changes or Events        9
       4.11 Tax Reports                                10
       4.12 Dividends and Stock Purchases              10
       4.13 Title to Assets; Operating Authorities     11
       4.14 Licenses, Permits, Etc.                    11
       4.15 Contracts                                  12
       4.16 Litigation                                 12
       4.17 Insurance                                  13
       4.18 Overtime, Back Wages, Vacation, 
            Discrimination, and Occupational 
            Safety Claims                              13
       4.19 Contracts for Personal Services            14
       4.20 Employee Welfare and Pension 
            Benefit Plans                              14
            (a)  Plans                                 14
            (b)  Compliance with Internal Revenue 
                 Code and ERISA                        14
            (c)  Administration                        15
            (d)  Claims                                15
            (e)  Prohibited Transactions               16
            (f)  Plan Documents                        16
            (g)  No Multi-Employer Plans and No 
                 Plans for Retirees                    17
            (h)  Contribution Paid                     17
       4.21 Commission Fees                            18
       4.22 Disclosure                                 18
       4.23 Trademarks and Similar Rights              18
       4.24 Related Party Transactions                 19
       4.25 Environmental                              20
  
  5.  Representations and Warranties of Anuhco         21
       5.1  Organization, Powers and Qualifications    21
       5.2  Authority; No Violation, Etc.              22
       5.3  Commission Fees                            22
       5.4  Disclosure                                 23
  
  6.  Conduct of Business of the Company 
       and Subsidiary                                  23
       6.1  Business                                   23
       6.2  Adverse Changes                            24
       6.3  Maintenance of Properties, Permits, 
            Licenses, Etc.                             24
       6.4  Maintain Corporate Existence               24
       6.5  Capital Stock                              24
       6.6  Dividends                                  25
       6.7  Employment; Compensation; Benefits         25
       6.8  Liabilities and Obligations                25
       6.9  Capital Expenditures                       26
       6.10 Sale of Assets                             26
       6.11 Leases; Contracts                          26
       6.12 Insurance                                  26
       6.13 Books and Records                          26
       6.14 Compliance with the Laws and Regulations   27
       6.15 Encumbrances                               27
       6.16 Amendment to Articles of Incorporation
             and By-Laws                               27
  
  7.  Covenants of the Stockholders and Anuhco         28
       7.1  Update of Information                      28
       7.2  Access to Business and Records             28
       7.3  Efforts to Consummate                      28
       7.4  Non-Competition                            29
       7.5  Confidentiality                            30
       7.6  Public Announcement                        31
       7.7  Adjustments Because of 
            Regulatory Disapproval                     31
       7.8  Pension Plans                              32
       7.9  Welfare Plans                              35
       7.11 Income Tax Matters and Agreements          36
            (a)  Consolidated federal and state 
                 income tax returns                    36
            (b)  Separately filed state and local 
                 income and franchise tax returns      38
            (c)  Audits                                38
       7.12 Accreditation, Due Diligence and 
            Sophistication Matters                     40
       7.13 Access to Company Records Post Closing     42
       7.14 Related Party Agreements                   42
  
  8.  Conditions to Obligations of Anuhco to 
       Consummate Acquisition                          43
       8.1  Representations and Warranties 
            True at Closing                            43
       8.2  Opinion of Counsel for Stockholders        43
       8.3  Resignations                               43
       8.4  Consulting and Assignment Agreement        43
       8.5  Employment Agreement                       43
       8.6  Bank Financing                             43
       8.7  Licenses, Permits, Etc.                    44
       8.8  Performance of Covenants                   44
  
  9.  Conditions to Obligation of Stockholders to 
       Consmmate the Acquisition                       44
       9.1  Representations and Warranties 
            True at Closing                            44
       9.2  Opinion of Counsel for Anuhco              44
       9.3  Consulting and Employment Agreements       45
       9.4  Performance of Covenants                   45
       9.5  Bank Financing                             45
  
  10. Termination                                      45
  
  11. Counterparts                                     46
  
  12. Contents of Agreement, Parties in Interest, 
       Assignment, Etc.                                46
  13. Indemnification                                  47
       13.1 General Indemnification                    47
       13.2 Claims Procedure                           49
            (a)  Third Party Claims                    49
            (b)  Non-Third Party and Other Claims      51
       13.3 Timing of Claim Notice                     52
       13.4 Change of Control of Seafield              52
       13.5 Indemnity Claims                           53
  
  14. Notices                                          54
  
  15. Confidentiality                                  55
  
  16. Governing Law                                    56
  </TABLE>
  </PAGE>
  
                      STOCK PURCHASE AGREEMENT
  
       This Stock Purchase Agreement ("Agreement"), is dated May 23,
  1995, by, between and among ANUHCO, INC., a Delaware corporation
  ("Anuhco"), SEAFIELD CAPITAL CORPORATION, a Missouri corporation
  ("Seafield"), and C. TED MCCARTER of Johnson County, Kansas
  ("McCarter") (Seafield and McCarter being sometimes herein
  collectively referred to as ("Stockholders").
  
                        W I T N E S S E T H:
  
       WHEREAS, the authorized capitalization of Agency Premium
  Resource, Inc. ("Company") consists of 30,000 shares of voting
  stock, without par value, of which 1,500 shares are issued and
  outstanding (the "Share(s)");
  
       WHEREAS, Seafield and McCarter, respectively, own or will own
  on the Closing Date, as hereinafter defined in Section 3.1, 1202
  shares and 298 shares of stock of the Company;
  
       WHEREAS, Anuhco wishes to acquire the Shares and the
  Stockholders are willing to sell the same to Anuhco, but only on
  the terms and provisions hereinafter set forth:
  
       NOW, THEREFORE, in consideration of the premises and the
  mutual covenants and agreements herein contained, the parties
  hereto, intending to be legally bound, agree as follows:
  1.   Sale and Purchase.
  
       1.1  Number of Shares.
  
            (a)  Seafield agrees to sell and cause to be transferred
  to Anuhco at the Closing, as hereinafter defined in Section 3.1,
  and Anuhco agrees to purchase at the Closing, the 1202 shares of
  stock of the Company owned by it.
  
            (b)  McCarter agrees to sell and cause to be transferred
  to Anuhco at the Closing, and Anuhco agrees to purchase at the
  Closing, 298 shares of stock of the Company.
  
       1.2  Purchase Price.
  
            (a)  With respect to Shares sold and purchased at the
  Closing, Anuhco shall pay Seafield and McCarter at the Closing, and
  upon delivery of the certificates therefor duly endorsed and in
  proper form for transfer, $6,833.33 per share, for a total purchase
  price of $10,250,000.
  
            (b)  The payments provided in subsection (a) hereof shall
  be made in immediately available funds or by transfer vested on the
  Closing Date of U.S. Treasury bills with a maturity of June 15,
  1995 and valued at the mean between the Closing bid and asked
  prices reported by The Wall Street Journal on the second business
  day preceding the Closing.
  
  2.  Computer Software of The Company.  The operation of the
  business of the Company is heavily dependent upon use of computer
  software which has been developed and customized over a period of
  years.  Such software has not been capitalized on the balance
  sheets of the Company.  Seafield agrees, at the Closing, to assign
  to the Company any and all of its ownership of and rights in such
  software, if any, for the consideration and upon the terms provided
  in the Consulting and Assignment Agreement in the form of Exhibit
  1 attached hereto.
  
  3.  Closing and Deliveries.
  
       3.1  Closing.  The Closing shall be at the offices of Hillix,
  Brewer, Hoffhaus, Whittaker & Wright, L.L.C., 2420 Pershing Road,
  Suite 400, Kansas City, Missouri 64108, at 10:00 a.m., C.D.T., on
  such date, after the conditions herein specified have been
  satisfied or waived, as Anuhco shall specify by written notice to
  Stockholders, delivered not less than three (3) days before Closing
  but in no event more than 10 days after satisfaction or waiver of
  the last such condition to be fulfilled, or on such other date or
  at such other place or time as is agreed upon in writing by the
  parties, provided however that in no event shall the Closing occur
  or the Closing Date be established later than May 31, 1995.  If
  Closing does not occur on or before May 31, 1995, this Contract,
  the Letter of Intent and any other arrangements or obligation among
  the parties (other than confidentiality obligations) shall
  terminate and be of no further force and effect.
  
       3.2  Deliveries.  At the Closing, (a) the Stockholders shall
  deliver to Anuhco certificates representing record ownership of the
  Shares, duly endorsed and in proper form for transfer, free and
  clear of all encumbrances; (b) Anuhco shall deliver to Seafield and
  McCarter the purchase price and Anuhco may, at the direction of
  McCarter, deliver such portion of the purchase price owing to
  McCarter to Seafield in payment of any amounts owed to Seafield by
  McCarter; (c) Anuhco shall deliver to Seafield and McCarter any and
  all contract payments due at Closing under the Consulting Agreement
  and Employment Agreement respectively, in immediately available
  funds or by transfer vested on the Closing Date of U.S. Treasury
  bills with a maturity of June 15, 1995 and valued at the mean
  between the Closing bid and asked prices reported by The Wall
  Street Journal on the second business day preceding the Closing;
  and (d) the parties shall deliver such other documents as are
  required pursuant to this Agreement to be then executed and
  delivered, or shall previously have been, executed and delivered.
  
  4.  Representations and Warranties of the Stockholders. 
  Stockholders, jointly and severally, represent and warrant to
  Anuhco as follows:
  
       4.1  Organization, Powers and Qualifications.  The Company and
  its wholly owned subsidiary, Agency Services, Inc. ("Subsidiary"),
  are duly organized, validly existing and in good standing under the
  laws of the State of Kansas, have all requisite corporate power and
  authority to own their properties and assets and carry on their
  businesses as now conducted, and are qualified as foreign
  corporations to do business and are in good standing in every
  jurisdiction in which such qualification is necessary because of
  the nature or extent of their operations or property owned, leased
  or operated, unless the failure to so qualify would not have a
  material adverse impact on the ability of the Company to own its
  assets and conduct its operations, all of which jurisdictions are
  separately listed for each on Schedule 4.1.  The Company does not
  own any interest, directly or indirectly, in any corporation,
  partnership, proprietorship, association, trust, or other business
  or entity, other than Subsidiary.
  
       4.2  Capital Stock.  The Company has authorized capital stock
  consisting of 30,000 shares of stock, without par value, of which
  1,500 shares are issued and outstanding, all of which are owned of
  record by the Stockholders.  Except as set forth in Schedule 4.2,
  the Shares are duly authorized, validly issued and outstanding,
  fully paid and nonassessable, and were not issued in violation of
  pre-emptive or other statutory or contractual rights.
  
       4.3  Stock Options, Warrants, Etc.  Except as disclosed in
  Schedule 4.3, the Company does not have outstanding any options,
  warrants, calls, convertible securities, rights, agreements, or
  obligations to purchase, redeem, issue, sell, distribute, dividend,
  or otherwise acquire or dispose of any shares of its stock, and
  neither of the Stockholders has any right or obligation to sell,
  acquire or otherwise trade in any of the Shares.
  
       4.4  Articles of Incorporation, By-Laws, Minute Book and Stock
  Book.  The Articles of Incorporation and all amendments thereto and
  the by-laws, as amended, of the Company and Subsidiary which have
  been made available to Anuhco for its inspection are true, correct
  and complete, and such Articles and by-laws shall be the Articles
  and by-laws in effect at the Closing.  The minute books of the
  Company and Subsidiary which have been made available to Anuhco for
  its inspection contain accurate minutes of all meetings and
  accurate consents in lieu of meetings of the Board of Directors
  (and any committee thereof) and of the stockholders of the Company
  and Subsidiary since their respective incorporations, and
  accurately reflect all transactions referred to in such minutes and
  consents in lieu of meetings during the periods reflected therein. 
  Except as reflected in such minute books, there are no minutes of
  meetings or consents in lieu of meetings of the Board of Directors
  (or any committee thereof) or of the stockholders of the Company or
  Subsidiary, except for minutes or consents which may be missing but
  which would evidence actions that have been consented to by the
  Stockholders and Directors and which reflect transactions that are
  not material to the Company.  The stock ledgers of the Company and
  the Subsidiary, which have been made available to Anuhco for its
  inspection, contain accurate records of all issuances and transfers
  of record of the capital stock of the Company and Subsidiary since
  their respective dates of incorporation.
  
       4.5  Authority; No Violation, Etc.  Except as reflected in
  Schedule 4.5, the execution and delivery of this Agreement and the
  consummation of the transactions contemplated hereby have been duly
  and validly authorized by all necessary action on the part of the
  Stockholders, and this Agreement is a valid and binding obligation
  of the Stockholders, enforceable in accordance with its terms
  (except as may be limited by general principles of equity as to the
  enforcement of remedies or applicable bankruptcy, reorganization,
  insolvency, moratorium and similar laws affecting creditors' rights
  generally, now or hereafter in effect).  Neither the execution and
  delivery by the Stockholders of this Agreement nor the consummation
  by them of the transactions contemplated hereby will cause a
  default (or give rise to any right or termination, cancellation or
  acceleration) under (a) any of the terms, conditions or provisions
  of any agreement, instrument or obligation to which either
  Stockholder or the Company or Subsidiary is a party, or by which
  any of them or any of their respective properties or assets may be
  bound, except for such conflict, breach or default as to which
  requisite waivers or consents shall have been obtained prior to the
  Closing (all of which are identified in Schedule 4.5, or 4.15),
  including a waiver by the Bank of America with respect to sale of
  the Shares by Seafield; (b) the required licenses or approvals of
  the state regulatory authorities referred to in Section 4.14
  hereof, provided however that the states of Florida, Illinois and
  Arizona each impose separate requirements and limitations on a
  transaction contemplated herein and Anuhco and Company will be
  subject to the limitations and requirements imposed by the laws and
  regulations of such states on this transaction; or (c) any statute,
  rule or regulation or any judgment, order, writ, injunction or
  decree of any court, arbitrator, mediator, administrative agency or
  governmental body, in each case applicable to either Stockholders,
  the Company or Subsidiary or any of their properties or assets.
  
       4.6  Books and Records.  To the best of Stockholders'
  knowledge, the books and records of the Company and Subsidiary
  fairly reflect the transactions to which either is a party or by
  which the properties of either are subject or bound, and such books
  and records have been kept and maintained accurately and in
  sufficient detail to permit the preparation of periodic financial
  statements in accordance with generally accepted accounting
  principles consistently applied.
  
       4.7  Compliance with Law.  To the best of Stockholders'
  knowledge, the Company and Subsidiary and their use and occupancy
  of their assets and properties wherever located are in substantial
  compliance with all federal, state and local laws and ordinances
  and any order, rule or regulation of any federal, state, local or
  other governmental agency or body, except where the failure to
  comply, individually or in the aggregate, would not have a
  materially adverse effect on their respective business or
  operations.
  
       4.8  Financial Statements.  The Stockholders have delivered to
  Anuhco true and complete copies of the audited consolidated
  financial statements of the Company and Subsidiary as of and for
  the fiscal years ended December 31, 1993 and 1994, certified by
  KPMG Peat Marwick LLP.  The Stockholders have also delivered to
  Anuhco true and complete copies of the unaudited financial
  statements of the Company as of and for the three months ended
  March 31, 1995.  Except, with respect to the unaudited March 31,
  1995 financial statements, for (i) the absence of notes, (ii) the
  absence of certain adjustments normally made at year end, and (iii)
  exceptions set forth therein, if any, all such financial statements
  (the "Financial Statements") and information, including the related
  notes, have been prepared in accordance with generally accepted
  accounting principles consistently applied and fairly present the
  Company's consolidated financial condition, results of operations,
  and changes in financial position at the dates and for the periods
  indicated.
  
       4.9  Liabilities and Obligations.  Except as described in
  Schedule 4.9 and except for federal and state income tax
  liabilities provided for separately herein, neither the Company nor
  the Subsidiary has any material liability or obligation (direct or
  indirect, contingent or fixed, matured or unmatured) of any nature,
  whether arising out of contract, tort, statute or otherwise, except
  liabilities and obligations in the amounts and categories
  reflected, reserved against or given effect to in the Financial
  Statements, and liabilities subsequently incurred in the ordinary
  course of business consistent with past practice.
  
       4.10  Absence of Adverse Changes or Events.  Since December
  31, 1994, the Company has been operated in all material respects in
  the ordinary course of its business consistent with past practice
  in prior periods and has not changed or altered its past practices
  with respect to (i) reserves for uncollectible accounts, (ii) sale
  of undivided interests in accounts, payment of liabilities and
  (iii) payment of management fees, expenses and other charges, if
  any, to Seafield.
  
       4.11  Tax Reports.  Except as disclosed in Schedule 4.11 to
  the best of Stockholders' knowledge, (a) all federal, state and
  local tax returns and reports (or timely extensions thereof)
  (including but not limited to all income tax, unemployment
  compensation, social security, payroll, sales and use, excise,
  privilege, property, ad valorem, franchise, license, school and any
  other tax under the laws of the United States or any state or
  municipal or political subdivision thereof) required to be filed by
  or for the Company or the Subsidiary (the "Tax Returns") have been
  filed with and the taxes paid to the appropriate governmental
  agencies in all jurisdictions in which such returns and reports are
  required to be filed and taxes paid, and all such returns and
  reports correctly reflect to the best of Stockholders' knowledge
  the taxes of the Company and Subsidiary for the periods covered
  thereby; (b) neither the Company, the Subsidiary, nor Seafield has
  received any notice of assessment or proposed assessment by the
  Internal Revenue Service or any other taxing authority in
  connection with any Tax Returns except as specified on Schedule
  4.11; and (c) there are no pending tax examinations of or tax
  claims asserted against the Company or Subsidiary or their
  properties or operations.
  
       4.12  Dividends and Stock Purchases.  Except as indicated in
  Schedule 4.12, since December 31, 1994, neither the Company nor
  Subsidiary has declared, set aside or made payment of any dividend
  or other distribution in respect of any shares of its capital
  stock, repurchased, redeemed or otherwise acquired any shares of
  its capital stock.
  
       4.13  Title to Assets; Operating Authorities.  Except as
  disclosed in Schedule 4.13, the Company and Subsidiary have good
  and marketable title to all of their properties and assets material
  to the operation of their business and reflected in the audited
  December 31, 1994 balance sheet and those acquired by the Company
  or Subsidiary thereafter, except properties and assets sold or
  otherwise disposed of in the ordinary course of business consistent
  with past practice in prior periods, free and clear of all
  mortgages, liens, pledges, charges or encumbrances or other third
  party interests of any nature whatsoever, except (a) as reflected
  or reserved for in the Financial Statements, or (b) the lien of
  current taxes not yet due and payable (collectively "Permitted
  Liens").
  
       4.14  Licenses, Permits, Etc.  The Company has delivered or
  made available to Anuhco true and complete copies of the Company's
  licenses and permits, (all of which are listed on Schedule 4.14),
  each of which is properly and validly issued, and in full force and
  effect, and all of which permit the operation of the Company's
  business as now and in the past conducted, except where the failure
  to secure such a permit would not have a materially adverse effect
  on the Company's business or operations.
  
       4.15  Contracts.  All written contracts, agreements, leases,
  mortgages or commitments, excluding such as involve payments of
  less than $5,000 on an annualized basis or such as are terminable
  by the Company or Subsidiary without penalty on 30 days or less
  written notice, to which the Company or Subsidiary is a party or
  may be bound or to which their assets are subject are listed on
  Schedule 4.15 ("Contracts").  All Contracts are valid, binding on
  the parties to them, and in full force and effect on the date
  hereof, and neither the Company nor Subsidiary has violated any
  provision of, or committed or failed to perform any act which with
  notice, lapse of time or both would constitute a material default
  under the provisions of any Contract.  Copies of all Contracts
  disclosed on Schedule 4.15 have been made available to Anuhco for
  inspection.  Schedule 4.15 also separately identifies all Contracts
  otherwise required to be listed thereon which require the consent
  or approval of third parties to the execution and delivery of this
  Agreement or to the consummation and performance of the
  transactions contemplated hereby, and the Stockholders agree to use
  their best efforts to obtain prior to the Closing all such consents
  or approvals.
  
       4.16  Litigation.  Except as disclosed in Schedule 4.16, (a)
  no claim, action, suit, arbitration, investigation or other
  proceeding, whether civil or criminal in nature, is pending, or to
  Stockholders' knowledge, contemplated against the Company or
  Subsidiary or any of their properties or with respect to the
  transactions pursuant to this Agreement before any court,
  governmental agency, authority or commission, arbitrator or
  mediator; and (b) there are no judgments, consent decrees,
  injunctions, or any other judicial or administrative or other
  mandates outstanding against or which might be expected to
  adversely affect the Company or Subsidiary or their assets,
  liabilities, income, financial condition, results of operations or
  business prospects or their right to conduct their business as
  presently conducted.
  
       4.17  Insurance.  Schedule 4.17 lists all policies of
  insurance held by or maintained on behalf of the Company or
  Subsidiary.  Copies of all such insurance policies disclosed on
  Section 4.17 have been made available to Anuhco for inspection. 
  All such policies of insurance are in full force and effect.  No
  notices of cancellation or nonrenewal have been received and all
  premiums to date have been paid in full.  Stockholders have
  furnished to Anuhco a list of all claims notices which have been
  given to any of the Company's insurers.
  
       4.18  Overtime, Back Wages, Vacation, Discrimination, and
  Occupational Safety Claims.  Except as disclosed in Schedule 4.18
  or as fully reserved in the Financial Statements, to the best of
  Stockholders' knowledge there are no outstanding or contemplated
  claims against the Company or Subsidiary (whether under federal or
  state law, under any employment agreement or otherwise) asserted by
  any applicant for employment, or present or former employee, on
  account of or for (a) overtime pay, other than overtime pay for
  work done on the current payroll period; (b) wages or salary for
  any period other than the current payroll period; (c) any amount of
  vacation pay or pay in lieu of vacation time off; or (d) any
  material violation of any other term or condition of employment or
  of any statute, ordinance or regulation relating to discrimination,
  occupational safety, leave, disability or employment practices.
  
       4.19  Contracts for Personal Services.  Neither the Company
  nor Subsidiary is a party to or bound by any contract, agreement,
  or undertaking with any person for or related to personal services
  rendered or to be rendered by any person.  Other than as disclosed
  in Schedule 4.19, neither the Company nor Subsidiary has, or since
  1991 has had, any policy for payment of severance pay.
  
       4.20  Employee Welfare and Pension Benefit Plans.
  
             (a) Plans.  Attached hereto as Schedule 4.20 is a true
  and complete list of all plans, funds and programs that are or
  within the three year period preceding the date hereof have been
  maintained by Company, or for which Company contributes or is
  required to contribute, which constitute "employee welfare benefit
  plans" or "employee pension benefit plans" within the meaning of
  Section 3(1) and (2) of "ERISA".  Such plans, funds and programs
  are hereinafter collectively referred to as the "Plans".
  
            (b)  Compliance with Internal Revenue Code and ERISA. 
  With respect to all such Plans, and all related trust agreements,
  annuity contracts or other funding instruments, to the best
  knowledge of Stockholders, Company is now in material compliance
  with, and has materially complied in the past, both as to form and
  operation, with all applicable provisions of ERISA and of the
  Internal Revenue Code, as amended (the "Code"), including sections
  of the Code relating to coverage, where required in order to be
  tax-qualified.  All necessary governmental approvals for such Plans
  have been obtained, or applied for, and a favorable determination
  as to the qualification under the Code of each employee pension
  benefit plan and each material amendment thereto has been made by
  the Internal Revenue Service or a request for such a determination
  has been, or will be, filed, at the expense of Seafield, with the
  Internal Revenue Service within the remedial amendment period
  provided by Code 401(b) and regulatory guidance thereunder. 
  Seafield agrees to indemnify the Company and Anuhco from all loss
  or liability resulting from the failure to timely obtain any such
  approval.
  
            (c)  Administration.  To the best of Stockholders'
  knowledge, each such Plan has been administered to date in material
  compliance with the requirements of the Code and of ERISA, and all
  reports required by any governmental agency with respect thereto
  have been timely filed.
  
            (d)  Claims.  There is no litigation and there are no
  proceedings before the U.S. Department of Labor, the Internal
  Revenue Service or any other commission or administrative or
  regulatory authority pending against the Company or against any
  fiduciary of any such Plan relating to claims for benefits
  thereunder or relating in any way to the maintenance or operation
  of such Plans; and, to the knowledge of Stockholders, no such
  litigation or proceeding has been threatened.  Except for IRS
  audits of Seafield that are ongoing, there are no audits now being
  conducted of any such Plan by the Department of Labor or Internal
  Revenue Service, and, to the knowledge of Stockholders, none have
  been scheduled or noticed.
  
            (e)  Prohibited Transactions.  To the best of
  Stockholders' knowledge, the Company has not engaged in (A) any
  transactions in violation of Section 406 of ERISA for which no
  exemption exists under Section 408 of ERISA, or (B) any "prohibited
  transaction", as that term is defined in Section 4975(c) of the
  Code, for which no exemption exists under Section 4975(d) of the
  Code.  To the knowledge of Stockholders, no fiduciary of any of the
  Plans has engaged in any such transactions.
  
            (f)  Plan Documents.  Stockholders have delivered to
  Anuhco, with respect to each of the Plans, correct and complete
  copies of (A) all current Plan documents and amendments, trust
  agreements and insurance contracts,  (B) the most recent IRS
  determination letter,  (C) the Annual Report (Form 5500 Series) and
  accompanying schedules, for each of the last three years as filed, 
  (D) the current summary plan description and summaries of material
  modifications relating to each Plan, and (E) the most recent
  financial statements.
  
            (g)  No Multi-Employer Plans and No Plans for Retirees. 
  Except as set forth in Schedule 4.20(g), the Company is not now and
  in the preceding six (6) years has not been obligated to contribute
  to a multi-employer pension plan as defined in Section 37(A) and
  ERISA, and has not incurred any liability on account of a "partial
  withdrawal" or a "complete withdrawal" (within the meaning of
  Sections 4203 and 4205, respectively, of ERISA) with respect to any
  multi-employer plan, and no Plan provides medical or death benefits
  (whether or not insured) with respect to current or former
  employees of the Company beyond their retirement or other
  termination of service (other than (A) coverage mandated by law, or
  (B) death benefits under any Plan intended to qualify under Section
  401(a) of the Code.
  
            (h)  Contribution Paid.  All accrued obligations of the
  Company whether arising by operation of law, by contract or by past
  custom, for payments to trusts or other funds or to any
  governmental body, with respect to unemployment compensation,
  social security, any Plan or any other benefits for employees of
  the Company as of the date hereof, have been paid when due, or
  adequate accruals therefor have been provided on the Financial
  Statements.  All reasonably anticipated obligations of the Company
  (whether arising by operation of law, by contract, by past custom
  or otherwise) for salaries, vacation, sick pay, personal day and
  holiday pay, bonuses and other forms of compensation which were
  payable to the employees of the Company as of date hereof have been
  paid or adequate accruals therefor have been made in the Financial
  Statements.  
  
       4.21  Commission Fees.  In connection with the transactions
  contemplated by this Agreement, no broker, finder or similar agent
  has been employed by or on behalf of Stockholders, the Company or
  the Subsidiary, and no person with which any of them has had
  dealings or communications of any kind is entitled to a commission
  or other compensation for which Anuhco may be liable.
  
       4.22  Disclosure.  No representation or warranty herein,
  including the Schedules hereto prepared by Stockholders, nor any
  information contained in the Financial Statements, the Exhibits to
  this Agreement or any certificate, statement, or other document
  delivered by the Stockholders, the Company or the Subsidiary
  hereunder, contains any untrue statement of material fact or omits
  to state a material fact necessary in order to make the statements
  contained therein or herein, in light of the circumstances under
  which they were made, not misleading.
  
       4.23  Trademarks and Similar Rights.  The Company or the
  Subsidiary own or are licensed or otherwise have the right to use
  all patents, trademarks, service marks, common trade names,
  copyrights, inventions, trade secrets, proprietary processes and
  other industrial and intellectual property rights listed on
  Schedule 4.23.  To the best of Stockholders' knowledge, no person
  or party has asserted or threatened to assert, any claim that the
  rights used by the Company or Subsidiary in the operation of their
  businesses infringes any rights owned or held by any other person,
  and there is no pending, or to Stockholders' knowledge,
  contemplated claim or litigation against the Company or Subsidiary
  contesting their right to use such.
  
       4.24  Related Party Transactions.
  
            (a)  Except as disclosed in Schedule 4.24, neither the
  Company nor Subsidiary is a party to or bound by any oral or
  written contract, agreement or understanding with or affecting
  McCarter, Seafield or any Affiliate of Seafield (as hereinafter
  defined) (i) with or affecting any person or entity related to the
  sharing of employees, services, or facilities or other assets; (ii)
  with any person or entity related to expense (including tax)
  sharing or the provision of management services; (iii) whereby they
  or either of them guarantee or otherwise assume a contingent
  obligation in respect of the obligation of another [except with
  respect to Bank of America which has been otherwise disclosed]; or
  (iv) whereby they or either of them are co-debtor, co-insured or
  share joint or common ownership of property with another.
  
            (b)  Except as disclosed in Schedule 4.24, neither
  McCarter nor Seafield nor any Affiliate of Seafield has any direct
  or indirect interest in, or serves as an officer, director,
  employee or consultant of any competitor, client or supplier
  (whether present or potential) of the Company.  Relationships
  described in this Section 4.24 (a) or (b) are herein collectively
  referred to as "Related Party Transactions".
  
            (c)  For purposes of this Section 4.24, an Affiliate is
  one who controls, is controlled by, or is under common control with
  Seafield.
  
       4.23  Environmental.  Neither the Company nor Subsidiary,
  since their respective dates of incorporation, has owned any
  interest in real property, been the operator of any site
  containing, or transported any hazardous materials.  For purposes
  of this Section 4.25, "hazardous materials" means without
  limitation any substance:  (i) the presence of which requires
  investigation or remediation under any federal, state or local
  statute, regulation, order, ordinance, action, guideline,
  requirement, permit, notice or policy; or (ii) which is reasonably
  considered to pose an actual or potential threat to the health or
  safety of persons entering the real property included as a part of
  the Purchased Assets; or (iii) which is or at any time becomes
  regulated as "hazardous," "toxic," a "pollutant", or a
  "contaminant" under any local, state or federal governmental
  authority; or (iv) which is toxic, explosive, corrosive, flammable,
  infectious, radioactive, carcinogenic, mutagenic, or otherwise
  hazardous which is or becomes regulated by any governmental
  authority; or (v) that contains gasoline, diesel fuel or other
  petroleum hydrocarbons or fraction thereof.  Such terms also
  includes, without limitation:  (i) asbestos and PCB-containing and
  polychlorinated biphenyl-containing equipment including
  transformers; (ii) any material, substance or waste defined as
  "hazardous waste" pursuant to Section 1004 of the Resource
  Conservation and Recovery Act (42 U.S.C. 6901 et seq.); (iii) any
  material, substance or waste defined as "hazardous substance"
  pursuant to Section 101 of the Comprehensive Environmental
  Response, Compensation and Liability Act (42 U.S.C. 9601, et
  seq.) or (iv) any material, substance or waste defined as
  "regulated substance" pursuant to Subchapter 9 of the Solid Waste
  Disposal Act (42 U.S.C. 6991, et seq.) or (v) any material,
  substance or waste regulated by the hazardous Materials
  Transportation Act (49 U.S. C. Appendix 1801, et seq.), the
  Federal Insecticide, Fungicide and Rodenticide Act, Federal
  Pesticide Act (7 U.S.C. 136, et seq.), the Federal Safe Drinking
  Water Act (42 U.S.C. 300(f), et seq.), the Toxic Substances
  Control Act (15 U.S.C. 2061, et seq.), the Clean Air Act (42
  U.S.C. 7401, et seq.) or the Clean Water Act (33 U.S.C. 1251,
  et seq.), and all other federal, state and local laws, statutes and
  ordinances applicable to Hazardous Materials, or any regulations
  promulgated pursuant thereto as well as any judicial or
  administrative interpretation thereof; all of the foregoing of
  which are hereinafter collectively referred to as the "laws".
  
  5.  Representations and Warranties of Anuhco.  Anuhco represents
  and warrants to Stockholders as follows:
  
       5.1  Organization, Powers and Qualifications.  Anuhco is duly
  organized, validly existing and in good standing under the laws of
  the State of Delaware, has all requisite corporate power and
  authority to own its properties and assets and carry on its
  business as now conducted.
  
       5.2  Authority; No Violation, Etc.  The execution and delivery
  of this Agreement and the consummation of the transactions
  contemplated hereby have been duly and validly authorized by all
  necessary action on the part of Anuhco, and this Agreement is a
  valid and binding obligation of Anuhco, enforceable in accordance
  with its terms (except as may be limited by general principles of
  equity to the enforcement of remedies or applicable bankruptcy,
  reorganization, insolvency, moratorium and similar laws affecting
  creditors' rights generally now or hereafter in effect).  Neither
  the execution and delivery by Anuhco of this Agreement nor the
  consummation by it of the transactions contemplated hereby will
  violate, cause a default (or give rise to any right or termination,
  cancellation or acceleration) under or require any consent,
  approval, notice or filing, pursuant to (a) any of the terms,
  conditions or provisions of any agreement, instrument or obligation
  to which Anuhco is a party, or by which it or any of its respective
  properties or assets may be bound, (b) the Articles or Bylaws of
  Anuhco, or (c) any statute, rule or regulation or any judgment,
  order, writ, injunction or decree of any court, arbitrator,
  mediator, administrative agency or governmental body, in each case
  applicable to either Anuhco, or any of its properties or assets.
  
       5.3  Commission Fees.  In connection with this Agreement or
  the transactions contemplated hereby, no broker, finder or similar
  agent has been employed by or on behalf of Anuhco, and no person
  with which Anuhco has had any dealings or communications of any
  kind is entitled to any brokerage commission, finder's fee or any
  similar compensation for which Stockholders would be liable.
  
       5.4  Disclosure.  No representation or warranty herein,
  including the Schedules hereto prepared by Anuhco, nor any
  information contained in the Exhibits to this Agreement or any
  certificate, statement, or other document delivered by Anuhco
  hereunder, contains any untrue statement of material fact or omits
  to state a material fact necessary in order to make the statements
  contained therein or herein, in light of the circumstances under
  which they were made, not misleading.
  
  6.  Conduct of Business of the Company and Subsidiary. 
  Stockholders, jointly and severally, warrant and covenant that,
  from and after the date hereof through the Closing, they will cause
  the Company and Subsidiary to conduct their businesses as follows:
  
       6.1  Business.  The Company and Subsidiary will conduct and
  operate their businesses diligently and substantially in the
  ordinary course consistent with past practice so as to protect and
  maintain such businesses and the goodwill they now enjoy.  The
  Company and Subsidiary will preserve intact their present business
  organizations, keep available the services of their present
  officers and employees, and make good faith efforts to preserve
  their relationships with customers and others having business
  dealings with them.  Except with the written approval of Anuhco, no
  Stockholder will execute, agree to, or allow to continue any
  Related Party Transaction except those disclosed in Schedule 4.24.
  
       6.2  Adverse Changes.  Neither the Company nor Subsidiary will
  take or omit to take any action which action or omission would
  cause any adverse change to occur in any material respect in their
  businesses, assets, liabilities, income, financial conditions,
  results of operations or prospects or waive any statute of
  limitations so as to expand any tax or other liability.
  
       6.3  Maintenance of Properties, Permits, Licenses, Etc.  The
  Company and Subsidiary will maintain all of their properties,
  assets, licenses and permits, used or useful in their businesses in
  present or better repair, order, and condition, except for
  reasonable wear and use and damage by fire and unavoidable casualty
  (subject, however, to the provisions of Section 6.12).
  
       6.4  Maintain Corporate Existence.  The Company and Subsidiary
  will maintain their corporate existences in good standing in their
  state of incorporation and their due qualifications in good
  standing in all jurisdictions in which they are qualified to do
  business.
  
       6.5  Capital Stock.  Neither the Company nor Subsidiary will
  make any change in their authorized, issued or outstanding capital
  stock or other securities or grant any options or other right to
  acquire, whether directly or contingently, any of their capital
  stock or other securities.
  
       6.6  Dividends.  Neither the Company nor Subsidiary will
  declare, set aside, or pay any dividend or make any redemption,
  repurchase or other distribution in respect of their capital stock
  and other securities.
  
       6.7  Employment; Compensation; Benefits.  Neither the Company
  nor Subsidiary will enter into any employment contract, increase
  the rate of compensation payable or to become payable by it to any
  officer or any other employee, or accrue or pay to any of its
  officers or employees any bonus, profit-sharing, retirement pay,
  insurance, death benefit, fringe benefit or other compensation,
  except that which shall have accrued in the ordinary course in
  connection with increases in compensation of non-officer employees
  or the operation of the existing employee benefit plans disclosed
  in Schedule 4.20, none of which shall be terminated or cancelled
  except as contemplated by this Agreement or as approved by Anuhco
  in writing.
  
       6.8  Liabilities and Obligations.  Neither the Company nor
  Subsidiary will incur or otherwise become liable for any
  liabilities or obligations (direct or indirect, contingent or
  fixed, matured or unmatured) of any material nature, whether
  arising out of contract, tort, statute or otherwise, including
  federal or state income tax liabilities, except (a) liabilities and
  obligations which are in the ordinary course of business consistent
  with past practice in prior periods and which do not have a
  material adverse effect on their financial condition and (b)
  liabilities and obligations fully covered by insurance other than
  any retained amounts.
  
       6.9  Capital Expenditures.  Neither the Company nor Subsidiary
  will, without the prior written approval of Anuhco, enter into or
  make commitments of a capital expenditure nature in excess of
  $5,000 in the aggregate.
  
       6.10  Sale of Assets.  Neither the Company nor Subsidiary will
  sell or dispose of any of their assets other than in the ordinary
  course consistent with past practice in prior periods.
       6.11  Leases; Contracts.  Neither the Company nor Subsidiary
  will enter into any lease or do any act or omit to do any act, or
  permit any act or omission to act, which act or omission will cause
  a breach of or a default in any Contract.
  
       6.12  Insurance.  The Company and Subsidiary will maintain in
  full force and effect all policies of insurance listed in Schedule
  4.17.  If any of the assets or properties owned or used by the
  Company or Subsidiary are damaged or destroyed by fire or other
  casualty, whether insured or uninsured, then, subject to the
  rights, if any, of the lessors or mortgagees thereof, either the
  Company or Subsidiary, as is the case, will promptly proceed with
  the repair, restoration or replacement thereof in such manner and
  at such location as Anuhco shall determine.
  
       6.13  Books and Records.  The Company and Subsidiary will
  maintain their books and records in the manner in which they are
  presently maintained.  After the Closing, Seafield agrees not to
  destroy any records or other documents maintained by it with
  respect to the Company without 30 days prior written notice to
  Anuhco and the Company, which notice shall provide to Anuhco and
  the Company the opportunity to review, copy or take possession of
  all or such portion of the records to be destroyed as they, in
  their discretion, shall determine.
  
       6.14  Compliance with the Laws and Regulations.  The Company
  and Subsidiary will operate their businesses in compliance in all
  material respects with all laws, rules and regulations applicable
  to them and to the conduct of their businesses.
  
       6.15  Encumbrances.  Except for Permitted Liens, neither the
  Company nor Subsidiary will mortgage, pledge or otherwise subject
  to any lien, security interest, encumbrance or charge of any nature
  any of their property or assets, or become committed so to do, or
  permit or suffer any of such property or assets to become subject
  to any mortgage, pledge, lien, security interest, encumbrance or
  charge of any nature.
  
       6.16  Amendment to Articles of Incorporation and By-Laws.
  
       Neither the Company nor Subsidiary will amend its Articles of
  Incorporation or By-Laws.
  
  7.  Covenants of the Stockholders and Anuhco.  Each Stockholder and
  Anuhco covenant and agree to and with each other as follows:
  
       7.1  Update of Information.  Between the date hereof and the
  Closing, if this Agreement is not executed at Closing, the
  Stockholders will promptly disclose to Anuhco in writing, and
  Anuhco will promptly disclose to Stockholders in writing,
  information of which they have knowledge (i) concerning any event
  that would render any representation or warranty of the
  Stockholders or Anuhco, respectively, untrue if made as of the date
  of such event, (ii) which renders any information set forth in the
  Exhibits or Schedules to be no longer correct in all material
  respects or (iii) which is known to arise after the date hereof and
  which would have been required to be included in the Exhibits and
  Schedules if such information had existed on the date hereof.
  
       7.2  Access to Business and Records.  Between the date hereof
  and the Closing, Anuhco and its officers, employees, attorneys,
  accountants and agents shall have full reasonable access to and the
  right to inspect, audit and copy the books, records, contracts,
  properties, and assets of the Company and Subsidiary, and to
  consult with officers, employees, attorneys, accountants and agents
  of the Company and Subsidiary.
  
       7.3  Efforts to Consummate.  Subject to the terms and
  provisions of this Agreement, each of the parties shall use its or
  his best efforts to take or cause to be taken all action and to do
  or cause to be done all things necessary, proper or advisable under
  applicable laws and regulations to consummate and make effective,
  on or before May 31, 1995 the transactions contemplated hereby,
  including, without limitation, the obtaining of all consents,
  authorizations, orders and approvals of any third party, whether
  private or governmental, required or appropriate in connection with
  such parties' performance of such transactions, and each of the
  parties hereto shall cooperate with the others in all of the
  foregoing.  If the parties are unable to consummate this
  transaction on or before May 31, 1995 neither party shall be
  obligated to pursue or close this transaction beyond such date.
  
       7.4  Non-Competition.
  
            (a)  For and in consideration of Anuhco's agreement to
  acquire Seafield's stock in the Company pursuant to this Agreement,
  Seafield agrees, whether acting directly or indirectly,
  individually or in concert with others, or through the medium of a
  corporation, partnership, proprietorship, syndication, association,
  joint venture, or otherwise, for five years from the Closing,
  within the states in which the Company is then conducting its
  business, not to compete with the Company or Subsidiary, or solicit
  or induce any employee, customer or potential customer of the
  Company to terminate his or its relationship with the Company or
  refrain from doing business with it.
  
            (b)  Seafield acknowledges that the provisions of Section
  7.4(a) are reasonable and necessary to protect the legitimate
  interests of Anuhco and, after the Closing, the Company and
  Subsidiary, and that any violation of any provision of such Section
  7.4(a) will cause irreparable injury to Anuhco and the Company. 
  Seafield acknowledges that Anuhco and the Company are entitled to
  appropriate injunctive relief in any court of competent
  jurisdiction to enforce their rights hereunder, in addition to any
  other rights available to them at law or in equity, and further
  agrees that in the event any court of competent jurisdiction shall
  finally hold that any provision of Section 7.4(a) is void or
  constitutes an unreasonable restriction, the provisions of Section
  7.4(a) shall not be rendered void but shall apply with respect to
  such extent as such court may judicially determine constitutes a
  reasonable restriction under the circumstances.
  
       7.5  Confidentiality.  From and after the Closing, Seafield
  will keep secret and confidential all trade secrets and
  confidential information heretofore or hereafter possessed by it
  concerning the Company, and further agrees that it will at no time
  use for any purpose whatsoever or disclose to any person, firm or
  corporation (other than the Company) any such information, except
  to the extent that such information is no longer a trade secret or
  confidential.  Unless this Agreement is fully consummated, Anuhco
  will (i) keep secret and confidential all trade secrets and
  confidential information heretofore or hereafter acquired by it
  concerning the Company, and (ii) will at no time use or disclose
  any such information to any person, firm or corporation, except to
  the extent that such information is no longer a trade secret or
  confidential.
  
       7.6  Public Announcement.  No party hereto shall, prior to
  Closing, make any public announcement regarding the transaction
  contemplated hereby without prior notice to the other parties
  hereto.
  
       7.7  Adjustments Because of Regulatory Disapproval. 
  
            (a)  The parties agree that in the event any license or
  permit required in the operation of the Company's business is
  revoked, suspended, terminated or otherwise affected as a result of
  the transaction contemplated hereby, or any act occurring before
  the Closing, the Purchase Price shall be adjusted and the
  corresponding amount immediately repaid by Stockholders, pro-rata,
  to Anuhco, in accordance with the following procedure:  For each
  month, or major fraction thereof, not to exceed 12 months, in which
  any such license shall be so suspended, terminated or otherwise so
  affected as to prevent the Company from conducting its normal
  business in the state issuing the same, the purchase price shall be
  reduced, and the Stockholders shall repay to Anuhco, an amount
  equal to the actual loss incurred by the Company which for purposes
  of this Agreement shall be defined as the amount of loans in place
  by the Company in the jurisdiction in which the license or permit
  is revoked, suspended, terminated or otherwise affected multiplied
  by 6% designed to represent the financing spread of the Company for
  the period between revocation, suspension, or termination and the
  date that a validly issued permit or license is reinstated.  In no
  event shall the purchase price adjustment exceed $500,000.  This
  purchase price adjustment shall not be subject to or reduce the
  Maximum Claim Amount set forth in Section 13.5, nor shall the
  purchase price adjustment be subject to the $50,000 threshold set
  forth in Section 13.5.  In the event of any such suspension,
  termination or other affect, Anuhco and the Company agree to use
  their best efforts and all due diligence to promptly obtain
  re-licensure.  
  
            (b)  Stockholders acknowledge that Company does not
  currently have a properly and validly issued license or permit
  which permits the operation of the Company's business as now and in
  the past conducted in Arizona.  In addition to the purchase price
  adjustment set forth in Section 7.7 and not subject to the maximum
  liability set forth in either Section 7.7(a) or Section 13.5,
  Stockholders agree to pay for all fees, costs, fines and expenses
  incurred in securing or reinstating a properly and validly issued
  license or permit which permits the operation of the Company's
  business as now and in the past conducted in Arizona.
  
       7.8  Pension Plans.
  
            (a)  Stockholders shall cause the Seafield 401(K) Savings
  Plan and the Seafield Money Purchase Pension Plan ("Seafield
  Plans") to provide (1) for full vesting of the accounts of all
  employees of Company in the Seafield Plans as of the Closing, (2)
  for retention of the account balances of all employees of Company
  in the Seafield Plans until the "trustee to trustee" transfer
  hereinafter described, (3) for a prohibition of new participant
  plan loans after the Closing for employees of the Company, and (4)
  for the "trustee to trustee" transfer to be made as hereinafter
  described.   Stockholders shall cause a "trustee to trustee"
  transfer of the account balances of all employees of Company who
  after the Closing remain employees of Company and participants in
  its qualified employee pension benefit plans, from the trustee of
  the Seafield 401(K) Savings Plan and the trustee of the Seafield
  Money Purchase Pension Plan to the trustee(s) of qualified employee
  pension benefit plans established by Company on or after the
  Closing.  Anuhco agrees to cause the Company to establish such
  qualified employee pension benefit plans within 30 days of Closing
  and to apply for and secure within the remedial amendment period of
  Code Section 401(b) favorable determination letters from the
  Internal Revenue Service on such plans.  Such "trustee to trustee"
  transfer shall occur as soon as practical after the Seafield Plans'
  valuation date which next follows the earlier of (i) Company's
  receipt of favorable determination letters on its newly established
  plans, (ii) nine months after the Closing (iii) or termination of
  the Seafield Plans.  The Stockholders shall ensure that the
  transfer satisfies all requirements of Code Section 414(l) and the
  regulations thereunder, and Anuhco shall ensure that the transfer
  satisfies all requirements of Code Section 411(d) and the
  regulations thereunder.  Such transferred account balances shall be
  in amounts equal to the entire account balances of such employees
  of the Company as of the valuation date described above.  Company
  agrees to reimburse Seafield for all additional expenses borne by
  Seafield resulting from the retention of the account balances of
  employees of Company after the Closing as set forth above. 
  Stockholders, Anuhco and Company acknowledge that Company shall no
  longer be a Participating Employer in the Seafield Plans after the
  Closing and shall execute such documents as necessary to accomplish
  that result.  The Company agrees to cooperate with the Seafield
  Plans' plan administrator to payroll deduct after the Closing all
  outstanding participant loan payments when due and owing by
  employees of Company.
  
            (b)  Anuhco shall not cause Company or Subsidiary to take
  any action with respect to the BMA Agency Software Division, Inc.
  Profit Sharing Plan and Trust (a/k/a Agency Resources, Inc. Profit
  Sharing Plan) without the express written consent of Stockholders,
  which consent shall not be unreasonably withheld.  Stockholders
  shall take all necessary actions, on behalf of Company (excluding,
  however execution of documents), to complete the termination of the
  BMA Agency Software Division, Inc. Profit Sharing Plan and Trust
  (a/k/a Agency Resources, Inc. Profit Sharing Plan) as soon as
  practical, and Company shall cooperate with Stockholders for such
  purpose.
  
       7.8  Welfare Plans.  
  
            (a)  The parties acknowledge and agree that certain
  health and welfare benefits are presently provided by the Company
  to its employees under insurance policies between the Company and
  Business Mens Assurance Company of America ("BMA"), that such
  policies are group experienced rated with certain health and
  welfare policies between Seafield and/or Seafield's Subsidiaries
  and BMA, and that under such policies an experience credit may be
  paid or made available by BMA based upon the group experience of
  all such policies.  The parties agree that any experience credit,
  which may be paid or made available by BMA under all or any such
  policies for policy years ending on or before July 31, 1995 is, and
  shall remain, the sole property of Seafield and/or Seafield's
  Subsidiaries, and Company waives any rights to such credit.
  
            (b)  The parties acknowledge that Seafield and its
  Subsidiaries provide certain employee health benefits under an
  insurance policy with BMA which is subject to a minimum premium
  funding amendment.  The parties also acknowledge that the Company's
  health insurance policy with BMA has been funded under such minimum
  premium funding amendment.  The parties agree that any premium
  adjustment (increase or decrease) under the minimum premium funding
  amendment resulting from the claims of the Company's employees,
  former employees or their dependents incurred on or prior to the
  Closing shall be the sole responsibility of Seafield to BMA and/or,
  if applicable, be paid or credited to the sole benefit of Seafield
  by BMA.  The parties further agree that any premium adjustment
  under the minimum premium funding amendment or other costs
  resulting from claims incurred by the Company's employees, former
  employees or their dependents after the Closing shall be the sole
  responsibility of the Company, and Anuhco agrees to cause the
  Company to timely pay to BMA such amounts as determined by BMA.
  
       7.10  Line of Credit.  Anuhco agrees that (a) Seafield will,
  at the Closing, terminate the line of credit which it has
  heretofore provided to the Company, and that (b) it will repay to
  Seafield any amounts drawn by the Company upon such line of credit
  as of the Closing.
  
       7.11  Income Tax Matters and Agreements.  
  
            (a)  Consolidated federal and state income tax returns. 
  Under that certain tax sharing agreement entered into by and among
  Seafield, Company and the other Seafield subsidiaries on August 1,
  1990  (the "Tax Sharing Agreement"), Company is responsible for the
  payment of its share of consolidated federal income taxes and any
  combined, consolidated or unitary state income taxes for all tax
  years or portions of tax years in which Company joins with Seafield
  in such income tax returns.  Company's rights and obligations under
  the Tax Sharing Agreement shall terminate upon the payment by
  Company to Seafield of the amount accrued on the Company's books,
  as of the Closing, for federal income tax and state income taxes
  with respect to which the Company joins with Seafield in filing of
  returns therefor, which payment Anuhco shall cause the Company to
  make promptly after finalization of such accruals.  The parties
  have agreed that the accrued amount of federal income tax through
  the Closing is $30,911.  After said payment is made, Company shall
  have no further payment obligations under the Tax Sharing Agreement
  for amounts due to Seafield or any taxing authority and shall have
  no ownership rights in any overpayments Company may have made to
  Seafield or any taxing authority under the Tax Sharing Agreement,
  or in any amounts that may be due to Company from Seafield under
  the Tax Sharing Agreement for reasons including, without
  limitation, any net operating losses used by the Seafield
  consolidated group attributable to Company tax items for all tax
  periods ending on or prior to the Closing Date and after the
  Closing Date.  Furthermore and regardless of any provision of this
  Agreement to the contrary notwithstanding, any adjustments to such
  income tax returns for tax periods ending on or prior to the
  Closing Date and after the Closing Date made after their original
  filing which are attributable to Company tax items and which result
  in either an assessment or a refund of state or federal income tax
  will be paid or collected by Seafield.  Company will have no
  further payment obligations resulting from any such deficiency or
  ownership rights in any refunds resulting from such adjustments. 
  Company shall have no right to amend or otherwise alter the
  Seafield consolidated federal income tax returns or state combined,
  consolidated or unitary income tax returns for any reason
  including, without limitation, to carry back Company post Closing
  net operating losses into such returns.
  
            (b)  Separately filed state and local income and
  franchise tax returns.  Company shall file all required separate
  state and local income and franchise tax returns and shall pay any
  and all applicable income and franchise taxes due and owing for all
  separate return tax periods ending both on or before the Closing
  Date and after the Closing Date.  Provided, however, that in the
  event Company, with Seafield's written approval, or any taxing
  authority makes any adjustments to such Company tax returns for tax
  periods ending on or prior to the Closing Date which result in an
  assessment or refund of taxes, Seafield shall reimburse Company for
  any said taxes paid by Company and Company shall remit to Seafield
  any refund received by Company attributable to such tax returns. 
  Said payment or remittance shall be made within five (5) days after
  payment of taxes or receipt of a refund by Company as the case may
  be.  Company shall not amend or otherwise adjust any such tax
  returns for any tax periods ending on or prior to the Closing Date
  without Seafield's written approval.
  
            (c)  Audits.  
  
                 (1)  Consolidated Audits.  In the event of a
  consolidated federal income tax audit or state combined,
  consolidated or unitary income tax audit, Anuhco shall cause
  Company to cooperate with and assist Seafield in any negotiations,
  appeals or other proceedings with the Internal Revenue Service and
  other taxing authorities and shall provide Seafield with any
  documents or other information requested by Seafield.  Consistent
  with such assistance and cooperation, Anuhco shall cause Company to
  make available to Seafield all reasonably necessary records and
  documents of Company including attorney and accountant privileged
  and confidential information necessary to respond to and defend
  such audits and shall not waive Company's privileges with respect
  to such information unless requested to do so by Seafield. 
  Seafield shall take all actions necessary to maintain the privilege
  with respect to privileged documents supplied to it hereunder, and
  shall not waive such privilege without prior notice to and consent
  of the Company, which consent shall not be unreasonably withheld.
  
                 (2)  Separate Return Audits.  In the event Company
  is notified of a review or audit of a state or local income or
  franchise tax return (collectively the "Audit Notice"), Company
  shall provide Seafield with a copy of the Audit Notice within five
  (5) days of its receipt.  Company shall permit Seafield to
  participate in the audit review, appeals, negotiations or any other
  proceedings with any and all tax authorities affecting Company's
  state or local income or franchise tax returns for all tax periods
  ending on or prior to the Closing Date.  Company shall cooperate
  fully with Seafield in any and all information required to
  successfully complete such proceedings.  Company shall not enter
  into any closing agreements, compromises, waivers, protests,
  extensions, elections, agreements or any other documents affecting
  Company's state or loan income or franchise tax liability without
  written approval from Seafield.
  
       7.13  Accreditation, Due Diligence and Sophistication Matters. 
  
            (a)  Anuhco has been provided an opportunity to ask
  questions of, and Anuhco has received answers thereto satisfactory
  to it from the Stockholders and their representatives regarding the
  terms and conditions of this Agreement and other matters pertaining
  to this transaction, and Anuhco has obtained all additional
  information requested of the Stockholders and their
  representatives.  Anuhco has investigated and is familiar with the
  affairs, financial condition and prospects of the Company and
  Subsidiary and has been given sufficient access to and has acquired
  sufficient information including the Schedules to this Agreement
  and all other information and documents as requested by Anuhco
  including but not limited to financial information, corporate
  records, tax returns, contracts, forms, leases and premium finance
  contracts and related documents about the Company and Subsidiary to
  reach an informed and knowledgeable decision to acquire the Shares.
  
            (b)  Anuhco has such knowledge and experience in
  financial affairs that it is capable of evaluating the merits and
  risks of this transaction.  Anuhco has not relied in connection
  with this transaction upon any representations, warranties or
  agreements other than those set forth in this Agreement and the
  Schedules and Exhibits hereto.  Anuhco's financial situation is
  such that it can afford to bear the economic risk of holding the
  Shares for an indefinite period of time.
  
            (c)  Anuhco is acquiring the Shares pursuant to this
  Agreement for its own account and not with a view to or for sale in
  connection with any distribution of all or any part of the Shares. 
  Anuhco acknowledges the Stockholders' understanding that the sale
  of the Shares hereunder is intended to be exempt from registration
  under the Securities Act of 1933, as amended (the "Securities
  Act").  
  
            (d)   Anuhco is an "Accredited Investor" within the
  definitions set forth in Securities Act Rule 501(a).
  
            (e)   No stockholder or any officer, employee, agent or
  affiliate of any Stockholder has made an representations or
  warranties to Anuhco, other as set forth herein.
  
            (f)  The Stockholders shall have no responsibility or
  liability for the Company's financial status or financial results
  of operations after Closing.  Anuhco shall not have any rights or
  remedies, except as provided herein, against the Stockholders based
  on the status or results of the Company after Closing, and no other
  representations or warranties are being made by Stockholders than
  those set forth herein.  Stockholders further disclaim any
  responsibility or liability with respect to projections made prior
  to Closing of financial results after Closing and Anuhco
  acknowledges that it has not relied on such projections in making
  the investment reflected herein.
  
            (g)  Nothing contained in this Section 7.12 is intended
  to limit in any way (i) any representation, warranty or covenant of
  the Stockholders, contained herein or in any document delivered
  pursuant hereto, or (ii) Anuhco's right to rely thereon.
  
       7.13  Access to Company Records Post Closing.  Anuhco shall
  cause Company to provide all reasonably necessary access and
  provide copies of business records or documents of Company to
  Stockholders, at their cost and expense, for any reasonably
  necessary business or regulatory need of Stockholders post closing. 
  Anuhco will provide to Stockholders copies of the Company's May 31,
  1995, financial statements promptly after the same are available in
  final form.  Such access shall include attorney and accountant
  privileged or confidential information.  Stockholders shall take
  all actions necessary to maintain the privilege with respect to
  privileged documents supplied to it hereunder, and shall not waive
  such privilege without prior notice to and consent of the Company
  which shall not be unreasonably withheld.
  
       7.14  Related Party Agreements.  All agreements between or
  among Company, Seafield or McCarter shall terminate as of the
  Closing unless otherwise expressly provided herein.  Any transfer
  between or among Company, Seafield, or McCarter occurring under
  such agreements or otherwise as of the Closing shall not violate
  any of the Representations or Warranties of the Stockholders.
  
  8.  Conditions to Obligations of Anuhco to Consummate Acquisition.
  
            The obligations of Anuhco to consummate the transactions
  provided for in this Agreement shall be subject to satisfaction, on
  or before the Closing, of the following conditions:
  
       8.1  Representations and Warranties True at Closing.  All
  representations and warranties of the Stockholders shall be true on
  and as of the Closing as though such representations and warranties
  were made at and as of such date, except as otherwise expressly
  stated herein.
  
       8.2  Opinion of Counsel for Stockholders.  Anuhco shall have
  received an opinion of counsel for Stockholders, reasonably
  satisfactory to Anuhco and its counsel.
  
       8.3  Resignations.  Anuhco shall have received signed
  resignations of such of the directors of the Company as Anuhco
  designates.
  
       8.4  Consulting and Assignment Agreement.  Seafield shall have
  executed the Consulting and Assignment Agreement in the form of
  Exhibit 1.
  
       8.5  Employment Agreement.  McCarter shall have executed the
  Employment Agreement in the form of Exhibit 2.
  
       8.6  Bank Financing.  Bank of America shall either a) have
  agreed in writing to amendments to the Receivables Purchase
  Agreement of July 16, 1993, as set forth in the letter of such Bank
  to McCarter, dated May 11, 1995, and attached hereto as Exhibit 3;
  or b) Anuhco and Stockholders shall have mutually agreed to extend
  the period of time within which Bank of America shall make such
  agreement.
  
       8.7  Licenses, Permits, Etc.  Each state or other governmental
  unit identified on Schedule 8.7 by which the Company, as of the
  date hereof, is licensed to conduct its business, and which shall
  require, as a condition of such license, prior notice or
  application for approval of the transactions contemplated hereby,
  shall be so notified or a request for approval shall be filed with
  such state or governmental unit prior to the Closing.
  
       8.8  Performance of Covenants.  Stockholders shall have
  performed each and every obligation to be performed by them
  hereunder at or before the Closing.
  
  9.  Conditions to Obligation of Stockholders to Consummate the
  Acquisition.
  
            The obligation of Stockholders to consummate this
  transaction shall be subject to satisfaction, on or prior to the
  Closing, of the following conditions:
  
       9.1  Representations and Warranties True at Closing.  The
  representations and warranties of Anuhco shall be true on and as of
  the Closing, as though such representations and warranties were
  made at and as of such date, except as is otherwise expressly
  contemplated herein.
  
       9.2  Opinion of Counsel for Anuhco.  Stockholders shall have
  received an opinion of counsel for Anuhco, reasonably satisfactory
  to Stockholders and their counsel.
  
       9.3  Consulting and Employment Agreements.  Anuhco shall have
  executed, or caused the Company to execute and deliver, the
  Consulting and Assignment Agreement and Employment Agreement
  referred to in Sections 8.4 and 8.5 hereof.
  
       9.4  Performance of Covenants.  Anuhco shall have performed
  each and every obligation to be performed by it hereunder at or
  before the Closing.
  
       9.5  Bank Financing.  Seafield shall have received from Bank
  of America an unconditional release from any and all liability,
  fixed or contingent, under the Receivables Purchase Agreement dated
  July 16, 1993, among Company, Seafield and Bank of America.
  
  10.  Termination.
  
       On or prior to Closing
  
            (a)  Stockholders, by written notice to Anuhco, may
  terminate this Agreement in the event that any of the conditions
  precedent contained in Section 9 hereof to the performance of their
  obligations which are to be performed at or prior to such date
  shall not have been fulfilled prior to and cannot be fulfilled
  concurrent with the Closing and shall not have been waived by
  Stockholders, which termination shall not prejudice any claim for
  damages or other relief which Stockholders may have at law or in
  equity against Anuhco; and
  
            (b)  Anuhco, by written notice to Stockholders, may
  terminate this Agreement in the event that any of the conditions
  precedent contained in Section 8 hereof to the performance of
  Anuhco's obligations shall not have been fulfilled prior to and
  cannot be fulfilled concurrent with the Closing and shall not have
  been waived by Anuhco, which termination shall not prejudice any
  claim for damages or other relief which Anuhco may have at law or
  in equity against Stockholders.
  
            (c)  Except as otherwise provided herein, each of the
  parties to this Agreement shall pay all of its or his expenses
  incurred in connection with this Agreement and the transactions
  contemplated hereby, including without limitation the expenses of
  lawyers, accountants, investment bankers, appraisers, environmental
  consultants, and other advisors.
  
            (d)   Either party may terminate this Agreement if the
  transaction contemplated herein does not close on or before May 31,
  1995.
  
  11.  Counterparts.  This Agreement may be executed in two or more
  counterparts each of which shall be deemed an original, but all of
  such counterparts together shall be deemed to be one and the same
  instrument.  It shall not be necessary in making proof of this
  Agreement or any counterpart hereof to produce or account for any
  of the other counterparts.
  
  12.  Contents of Agreement, Parties in Interest, Assignment, Etc.
  
       This Agreement and the Exhibits and Schedules which are
  attached hereto and are incorporated herein set forth the entire
  understanding of the parties with respect to the subject matter
  hereof.  Any previous agreements or understandings between the
  parties regarding the subject matter hereof, including without
  limitation, the Confidentiality Agreement and Letter of Intent, are
  merged into and superseded by this Agreement; provided however that
  if this transaction is not closed Anuhco will continue to be bound
  by the confidentiality terms and conditions of the Letter of
  Intent.  This Agreement may not be assigned without the written
  consent of the parties.  All representations, warranties,
  covenants, terms and conditions of this Agreement shall be binding
  upon and inure to the benefit of and be enforceable by the
  respective successors and permitted assigns of the parties hereto. 
  Nothing herein express or implied is intended or shall be construed
  to confer upon or to give any person, other than the parties and
  their respective successors and permitted assigns, any rights or
  remedies under or by reason of this Agreement.
  
  13.  Indemnification.
  
       13.1  General Indemnification.  Subject to the terms and
  conditions hereinafter set forth, the Company, Subsidiary and
  Anuhco, and their respective officers and directors, and the
  successors and assigns of all thereof, shall be indemnified by
  Stockholders, jointly and severally, from and against any and all
  damages, losses, liabilities and expenses resulting from (a) the
  continued existence of, and the completion of the termination of,
  the BMA Agency Software Division, Inc. Profit Sharing Plan and
  Trust (a/k/a Agency Resources, Inc. Profit Sharing Plan) and/or the
  failure to maintain and operate said plan in material compliance
  with Section 401 of the Code and/or ERISA, (b) any inaccuracy in or
  breach or nonfulfillment of any representation, warranty,
  obligation, covenant, or agreement made or undertaken in or under
  this Agreement by Stockholders; (c) any third party claims arising
  from or as the result of any inaccuracy in or breach or
  nonfulfillment of any of the foregoing; and (d) all actions, suits,
  judgments, costs and expenses (including, without limitation,
  attorneys' fees) incident to items (a), (b) or (c) of this
  sentence.  Subject to the terms and conditions hereinafter set
  forth, Stockholders, fiduciaries of the Seafield Plans, and their
  successors, representatives and permitted assigns, shall be
  indemnified by Anuhco from and against any and all damages, losses,
  liabilities and expenses resulting from (a) any inaccuracy in or
  breach or nonfulfillment of any representation, warranty,
  obligation, covenant or agreement made or undertaken in or under
  this Agreement by Anuhco; (b) any third party claims arising from
  or as the result of any inaccuracy in or breach or nonfulfillment
  of any of the foregoing; (c) claims made by, or on behalf of,
  employees of Company, or third parties but only to the extent
  claiming on behalf of, or as beneficiaries of, employees of
  Company, directly or indirectly relating or resulting from the
  retention of the account balances of employees of Company in the
  Seafield Plans after the Closing and until the "trustee to trustee"
  transfer described in Section 7.8 including, without limitation,
  claims relating to the administration of such account balances for
  such period; and (d) all actions, suits, judgments, costs and
  expenses (including, without limitation, attorneys' fees) incident
  to items (a), (b) or (c) of this sentence.
  
       13.2  Claims Procedure.  Claims for indemnification hereunder
  shall be made as follows:
  
            (a)  Third Party Claims.  In the event that any claim or
  demand for which any party hereto would be entitled to
  indemnification under this Agreement is asserted or sought to be
  collected by a third party, the party(ies) seeking indemnity shall
  give a Claim Notice (as described in Section 13.3 hereof) to the
  party or parties from whom indemnity is sought.  The party(ies)
  from whom indemnity is sought shall have thirty (30) days from the
  date of delivery of the Claim Notice (the "Notice Period") to
  notify the party(ies) seeking indemnity whether or not the right to
  indemnity for such claim is disputed and, if disputed, the reasons
  therefor.
  
                 (1)  If the right to indemnity is not disputed by
  the party(ies) from whom indemnity is sought, such party(ies) shall
  assume the control and defense and/or settlement of such claim or
  demand, and the amount of any settlement or judgment and the costs
  and expenses of such defense shall be paid by such party(ies).  If
  the party(ies) seeking indemnity shall desire to participate in any
  such defense, such party(ies) may do so at its or their sole cost
  and expense, in which event no settlement of any claim or demand
  which would adversely affect the rights of the party(ies) seeking
  indemnity may be made without the written consent(s) of such
  party(ies), which consent(s) may not be unreasonably withheld. 
  Without limiting the generality of the foregoing, it shall not be
  deemed unreasonable to withhold consent to a settlement involving
  injunctive or other relief against the party(ies) seeking indemnity
  or their respective assets, employees or businesses.  The
  party(ies) seeking indemnity shall be kept fully informed of the
  status of any such claim or demand at all stages thereof,
  regardless of whether or not they participate in any such defense.
  
                 (2)  If the right to indemnity is disputed by the
  party(ies) from whom indemnity is sought or if such party(ies)
  shall fail to respond within the Notice Period, the party(ies)
  seeking indemnity shall have the right to control the defense
  and/or settlement of such claim or demand, and the amount of any
  settlement or judgment and the costs and expenses of such defense
  (including, without limitation, attorneys' fees incurred in
  connection therewith) may be the subject of a claim for
  indemnification under Section 13.2(b) hereof.  Nothing herein
  contained shall prohibit or limit the right of the party(ies)
  seeking indemnity hereunder to pursue such legal remedies as may be
  available to it or them to enforce such right of indemnity prior to
  or after the resolution of the third party's claim or demand.
  
                 (3)  The party(ies) seeking indemnity shall make
  available to the party(ies) from whom indemnity is sought and their
  attorneys and accountants all books and records of the party(ies)
  seeking indemnity relating to any such claim or demand and the
  parties agree to render each other such assistance as they may
  reasonably require in order to ensure the proper and adequate
  defense of any such claim or demand.
  
            (b)  Non-Third Party and Other Claims.  In the event of
  a claim or demand for which any party hereto would be entitled to
  indemnification under this Agreement which does not involve a claim
  or demand being asserted or sought to be collected by a third
  party, the party(ies) seeking indemnity shall give a Claim Notice,
  or in the case of claims or demands which have proceeded in the
  manner described in Section 13.2(a)(2), a second Claim Notice, with
  respect to such claim or demand to the party(ies) from whom
  indemnity is sought.  Unless disputed by the party(ies) from whom
  indemnity is sought by written notice within thirty (30) days of
  receipt of the claim notice to the party(ies) seeking indemnity
  stating the reasons therefor, each claim under this Section shall
  be paid within forty-five (45) days after the date of receipt of
  the Claim Notice therefor.  If any claim under this Section shall
  not be paid within such forty-five (45) day period, or if the
  party(ies) from whom indemnity is sought dispute such claim by
  written notices within such thirty (30) day period to the
  party(ies) seeking indemnity stating the reasons therefor, the
  party(ies) seeking indemnity shall have the right to commence legal
  proceedings for the enforcement of their rights hereunder, and
  shall be entitled to recover interest thereon at the rate of ten
  percent (10%) per year.
  
       13.3  Timing of Claim Notice.  Each Claim Notice shall be
  given by the party(ies) seeking indemnity as promptly as
  practicable after such party(ies) becomes or become aware of the
  claim or demand and the facts indicating that a claim for
  indemnification in respect of the same may be warranted; provided,
  however, that no such claim notice may be sent after the expiration
  of the time period provided in Section 13.5 herein.  Each Claim
  Notice shall specify the nature of the claim or demand, the
  applicable provision(s) of this Agreement or other instrument under
  which the claim for indemnity arising and the amount or the
  estimated amount thereof.  No failure or delay in giving a Claim
  Notice and no failure to include any specific information or any
  reference to the provisions of this Agreement or other instrument
  under which the claim for indemnification arises shall affect the
  obligation of the party(ies) from whom indemnification is sought,
  except to the extent that such failure or delay shall adversely
  affect the ability of such party(ies) to defend, settle or satisfy
  the claim or demand.
  
       13.4  Change of Control of Seafield.  If Seafield shall, prior
  to the expiration of its representations and warranties or prior to
  final resolution of any claims for indemnity made against it
  pursuant to this Section 13, be a party to a reorganization in
  which it is not the surviving corporation, or be subject to a
  change in its control, Seafield shall, unless the surviving
  corporation or new controlling person, as the case may be, shall in
  writing confirm to Anuhco the continuing liability of Seafield or
  such survivor by virtue of the terms hereof, deposit in escrow,
  with a bank in the Greater Kansas City Metropolitan Area as Anuhco
  shall specify, the sum of $250,000, as security for, and until the
  expiration of, its indemnity obligations hereunder, but in no event
  after expiration of the time period provided in Section 13.5,
  unless a claim is pending and unresolved.
  
       13.5  Indemnity Claims.  The maximum aggregate joint and
  several liability of Stockholders for Damages incurred by Anuhco
  with respect to claims arising from  breaches of warranty or
  representation, together with related legal expenses ("Warranty
  Claims") shall be $500,000 (the "Maximum Claim Amount").  All
  Warranty Claims against Stockholders under this Article 13 must be
  asserted in writing by Purchaser within one (1) year from the
  Closing Date, except that claims for breach of any warranty with
  respect to compliance by the Company with the Code or ERISA may be
  brought within the time provided in the statute of limitation
  applicable thereto.  Anuhco may not make any Warranty Claims
  against Stockholders until Anuhco has incurred Damages with respect
  to Warranty Claims that collectively exceed $50,000 in the
  aggregate.  Indemnity claims with respect to a breach by
  Stockholders of any covenant (as opposed to an alleged breach of
  warranty or representation) contained herein or with respect to the
  BMA Agency Software Division, Inc. Profit Sharing Plan and Trust
  (a/k/a Agency Resources, Inc. Profit Sharing Plan), shall not be
  subject to such Maximum Claim Amount, or the $50,000 threshold, but
  shall be brought within the above-mentioned one year period, except
  as earlier herein provided with respect to tax and ERISA matters. 
  Additionally, indemnity claims with respect to the purchase price
  adjustment set forth in Section 7.7(a) and for fees, costs and
  expenses incurred in securing or reinstating a license to operate
  in Arizona as set forth in Section 7.7(b) shall not be subject to
  such Maximum Claim Amount, or the $50,000 threshold.
  
  14.  Notices.  Any notices or other communications required or
  permitted hereunder shall be deemed to have been given when sent by
  certified or registered mail, postage prepaid, addressed as
  follows:
  
       if to Seafield, to:      James R. Seward 
                                Seafield Capital Corporation
                                2600 Grand Avenue, Suite 500
                                P.O. Box 410949
                                Kansas City, MO 64141
  
       with a copy to:          James A. Polsinelli, Esq.
                                Polsinelli, White, Vardeman 
                                  & Shalton
                                700 W. 47th Street, Suite 1000
                                Kansas City, MO 64112
  
       if to McCarter:          2340 Guilford Lane 
                                Mission Hills, KS 66208 
  
       and if to Anuhco:        Anuhco, Inc.
                                Attn:  President
                                9393 W. 110th Street, Suite 100
                                Overland Park, KS 66210
  
       with a copy to:          Kent E. Whittaker, Esq.
                                Hillix, Brewer, Hoffhaus,
                                Whittaker & Wright, L.L.C.
                                2420 Pershing Road, Suite 400
                                Kansas City, MO 64108
  
  or to such other persons and addresses as have been furnished by
  either party to the other in writing.  No notice, waiver, consent
  or approval required or permitted hereunder shall be deemed
  effective unless given in writing.
  
  15.  Confidentiality.  Until the Closing, (i) any party may make
  such disclosures as it reasonably considers are required by law,
  but each party will notify the other parties in advance of any such
  disclosure, (ii) advisors to the parties may place "tombstone"
  notices of the transaction in financial and legal newspapers and
  periodicals and (iii) the parties may disclose this Agreement, but
  not its terms, in such manner as such party deems in the exercise
  of good faith necessary or appropriate.  In the event that the
  transactions contemplated by this Agreement are not consummated for
  any reason whatsoever, the parties hereto agree not to disclose or
  use any confidential information they may have concerning the
  affairs of the other parties, except for information which is
  required by law to be disclosed.  Confidential information
  includes, but is not limited to:  customer lists and files, prices
  and costs, business and financial records, surveys, reports, plans,
  proposals, financial information, information relating to personnel
  contracts, stock ownership, liabilities and litigation.
  
  16.  Governing Law.  This Agreement shall be construed and
  interpreted in accordance with the laws of the State of Kansas
  without reference or regard to the conflicts of laws and rules of
  said state.
  
       IN WITNESS WHEREOF, this Agreement has been executed on the
  day and year first above written.
  
                                ANUHCO, INC.,
  
                                By: /s/ Timothy P. O'Neil
                                Timothy P. O'Neil
   
                                SEAFIELD CAPITAL CORPORATION
  
                                By: /s/ James R. Seward
                                James R. Seward
  
                                /s/ C. Ted McCarter
                                C. Ted McCarter
  </PAGE>
     
                                              Exhibit 10(a)
  
                 CONSULTING AND ASSIGNMENT AGREEMENT
  
       This Consulting Agreement is entered into this 31st day of
  May, 1995, by and between Seafield Capital Corporation, a Missouri
  corporation ("Seafield"), and Anuhco, Inc., a Delaware corporation
  ("Anuhco").
                             WITNESSETH:
  
       WHEREAS, the parties hereto have entered into a Stock Purchase
  Agreement (the "Agreement"), providing for the sale from Seafield
  to Anuhco of shares of capital stock of Agency Premium Resource,
  Inc., a Kansas corporation (the "Company"), and
  
       WHEREAS, prior to such sale Seafield has been involved in and
  familiar with the business of the Company, including membership on
  the Company's Board of Directors of three executive officers of
  Seafield, and
  
       WHEREAS, Seafield has also provided to or assisted the Company
  with a number of matters involved in the Company's operations,
  including, but not limited to negotiation and administration of
  bank financing, software development, insurance, employee benefit
  plans, taxes, internal audit and controls and the audit of
  financial statements (collectively the "Consulting Services"), and
  
       WHEREAS, Anuhco desires to have the services of Seafield
  available for the benefit of the Company, and Seafield is willing
  to consult on the same, and
  
       WHEREAS, Seafield has agreed to assign to the Company all of
  its ownership of and rights in computer software.
  
       NOW, THEREFORE, in consideration of the premises and the
  covenants and agreements hereinafter set forth, the parties hereto
  do hereby as follows:
  
  1.   Anuhco hereby engages Seafield, upon the terms and conditions
  herein set forth, to consult on the services herein specified, and
  Seafield accepts such engagement.
  
  2.   Seafield agrees, through one or more of its officers, to
  provide to the Company such advise with respect to the Consulting
  Services as may be reasonably requested from time to time by the
  chief executive officers of the Company or Anuhco, and further
  agrees to take all action necessary to transfer the assets and
  liabilities of the Company's employee benefit plans, and assist in
  obtaining required governmental approvals thereof, as set forth in
  the Agreement.
  
  3.   Seafield agrees to assign to the Company any and all of its
  ownership of and rights in the computer software referred to in
  Section 2 of the Agreement.
  
  4.   In consideration of the agreement to provide such consultation
  and the assignment of the computer software, Anuhco agrees to pay
  to Seafield, contemporaneously with the execution hereof, the sum
  of $1 million in cash, and to additionally hereafter pay, during
  the term hereof, all reasonable travel and other related expenses
  incurred by Seafield at the request of Anuhco or the Company and
  incident to Consulting Services provided hereunder.
  
  5.   The term of this Agreement shall be three (3) years from and
  after the date hereof.
  
  6.   This Agreement constitutes the full and complete agreement of
  the parties with respect to the subject matter hereof, and may be
  modified or amended only by a subsequent written and executed
  document.
  
  7.   The rights and obligations of the parties under this Agreement
  shall inure to the benefit of and be enforceable by the parties
  hereto and the Company, and the respective successors and assigns
  of all thereof.
  
  8.   This Agreement shall be governed by and construed in
  accordance with the laws of the State of Kansas.
  
       IN WITNESS WHEREOF, the parties hereto have caused this
  Consulting and Assignment Agreement to be executed as of the day
  and year first above written.
  
                         SEAFIELD CAPITAL CORPORATION
  
                         By: /s/ James R. Seward
                         James R. Seward
  
                         ANUHCO, INC.
  
                         By: /s/ Timothy P. O'Neil
                         Timothy P. O'Neil
  
  </PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 136997}]
metadata_filer: {"company-data": {"conformed-name": "ANUHCO INC", "cik": "0000719271", "assigned-sic": "4213", "irs-number": "460278762", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12070", "film-number": "95547372"}, "business-address": {"street1": "9393 W 110TH ST", "street2": "STE 100", "city": "OVERLAND PARK", "state": "KS", "zip": "66210", "phone": "9134512800"}, "former-company": {"former-conformed-name": "AMERICAN CARRIERS INC", "date-changed": "19910812"}}
text: SECURITIES AND EXCHANGE COMMISSION
                      Washington, D. C.  20549
  
                              FORM 8-K
  
                           CURRENT REPORT
  
               Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934
  
                    Date of Report - May 31, 1995
  
                            ANUHCO, INC.
  
                  State of Incorporation - Delaware
  
                    Commission File No. - 0-12321
  
            IRS Employer Identification No. - 46-0278762
  
                  9393 West 110th Street, Suite 100
                    Overland Park, Kansas  66210
  
                  Telephone Number - (913)-451-2800
  
  Item 2.   ACQUISITION OR DISPOSITION OF ASSETS
  
  On May 31, 1995, Anuhco, Inc ("Anuhco") completed the acquisition
  of all of the issued and outstanding stock of Agency Premium
  Resource, Inc. and Subsidiary ("APR").  The purchase price,
  together with payments for certain services to be rendered by the
  sellers after closing, was approximately $11.5 million.  In
  addition to the Stock Purchase Agreement by which Anuhco acquired
  all of the APR stock, Anuhco entered into a consulting agreement
  with Seafield Capital Corporation ("Seafield"), the former majority
  shareholder of APR, and an employment agreement with C. Ted
  McCarter, APR's president and chief executive officer.  Under the
  former, Anuhco is entitled to consult with Seafield about APR for
  three years.  Under the latter, APR is entitled to the continuation
  of Mr. McCarter's services as president and chief executive officer
  for five years.  This transaction will be accounted for as a
  purchase.  Anuhco utilized a portion of its available cash to
  consummate the purchase.  Anuhco assumed certain guarantees of the
  APR financing arrangements.  Such guarantees would have exceeded
  $20 million at December 31, 1994.  The terms of the acquisition and
  the purchase price resulted from negotiations between Anuhco and
  the APR shareholders, Seafield and APR's Chief Executive Officer,
  C. Ted McCarter.
  
  APR offers premium financing and related services through approved
  insurance agencies, primarily throughout the midwestern United
  States.  Its wholly owned subsidiary, Agency Services, Inc.,
  provides motor vehicle report services throughout the same
  geographic area.
  
  Anuhco intends for APR to continue its operation as an autonomous
  finance company.  Existing management will continue, including all
  officers, with C. Ted McCarter to continue as Chief Executive
  Officer of APR under a five year employment agreement.  This
  acquisition would provide Anuhco a base from which to grow a
  financial services operation.  Expansion of the financial services
  operation is expected to include continued growth of APR and
  possibly the acquisition of units which would complement the
  operation of APR.  In management's opinion, the acquisition of APR
  will not have a dilutive effect on consolidated earnings.
  
  Item 7.   FINANCIAL STATEMENTS AND EXHIBITS
  INDEX TO FINANCIAL STATEMENTS
                                                             Page
  (a)  Historical Financial Statements of Agency Premium
         Resource, Inc. and Subsidiary (business acquired)
  
       Condensed Interim Financial Statements (unaudited)
  
         Consolidated Balance Sheet as of March 31, 1995        4
  
         Consolidated Statement of Earnings for the Three
           Months Ended March 31, 1995                          5
  
         Consolidated Statement of Cash Flow for the Three
           Months Ended March 31, 1995                          6
  
         Notes to Condensed Interim Financial Statements        7
  
       Annual Financial Statements 
  
         Report of Independent Public Accountants               8
  
         Consolidated Balance Sheets as of December 31, 
           1994 and 1993                                        9
  
         Consolidated Statements of Earnings for the
           years ended December 31, 1994 and 1993              10
  
         Consolidated Statements of Cash Flows for the
           years ended December 31, 1994 and 1993              11
  
         Consolidated Statements of Stockholders' Equity
           for the years ended December 31, 1994 and 1993      12
  
         Notes to Consolidated Financial Statements            13
  
  (b)  Condensed Pro Forma Financial Statements (Unaudited)
  
         Description of Pro Forma Financial Statements         19
  
         Condensed Pro Forma Balance Sheet at March 31, 1995   20
  
         Condensed Pro Forma Statement of Earnings for the
           year ended December 31, 1994                        21
  
         Condensed Pro Forma Statement of Earnings for the
           three months ended March 31, 1995                   22
  
       Notes to Pro Forma Financial Statements                 23
  
  (c)  Exhibits - Filed herewith
  
        2(a) Plan of Acquisition - Stock Purchase Agreement 
             by and among Anuhco, Inc., Seafield Capital 
             Corporation, and C. Ted McCarter, dated May 23,
             1995.
  
       10(a) Materials Contract - Consulting and Assignment
             Agreement by and between Seafield Capital Corpor-
             ation and Anuhco, Inc., dated May 31, 1995.
  AGENCY PREMIUM RESOURCE, INC.
                       Condensed Balance Sheet
                             (Unaudited)
                           (in thousands)
  ASSETS
   
                                March 31, 1995
  Current Assets -
   Cash & investments               $   990
     Finance receivables              7,511
     Other                               63
    Total Current                     8,564
  Property/Equipment                     82
  Other Assets                          158
    Total Assets                    $ 8,804
  
              LIABILITIES AND SHAREHOLDERS' EQUITY
  Current Liabilities               $   851
  Other Liabilities                      21
    Total Liabilities                   872
  Shareholders Equity                 7,932
    Total Liability &
    Shareholder's Equity            $ 8,804
  The accompanying notes to condensed financial statements
       are an integral part of this statement.
  
                    AGENCY PREMIUM RESOURCE, INC.
                        Statement of Earnings
                             (Unaudited)
                           (in thousands)
  Three Months Ended
                                        March 31, 1995
  Operating Revenue                       $   907
  Operating Expenses:
   Salaries, wages & employee benefits        242
   Operating supplies & expenses              454
   Depreciation & amortization                 42
  Total operating expenses                    738
  Operating Income                            169
  Nonoperating Income (Expense)               -  
  Income Before Income Taxes                  169
  Income Tax Provision                         60 
  Net Income                              $   109
  The accompanying notes to condensed financial statements
       are an integral part of this statement.
  
                    AGENCY PREMIUM RESOURCE, INC.
                  Condensed Statement of Cash Flow
                             (Unaudited)
                           (in thousands)
  Three Months Ended
                                                    March 31, 1995
  Operating Activities
   Earnings from continuing operations                  $  109
   Adjustments to reconcile net earnings
     to net cash used by operating activities:
        Depreciation & amortization                         42
        Bad debt expense                                    39
        Other, including changes in working capital       (267)
        Net cash provided (used) by operating 
          activities                                      ( 77)
  Investing Activities
   Change in short-term investments                       (463)
   Purchase of securitized receivables                   1,000
   Additions to accounts receivable                       (462)
   Other                                                  ( 10) 
        Net cash generated investing activities             65
  Net Increase In Cash                                  $ ( 12)
  The accompanying notes to condensed financial statements
       are an integral part of this statement.
  
                    AGENCY PREMIUM RESOURCE, INC.
  
               Notes to Condensed Financial Statements
                             (Unaudited)
  
  (1)  Condensed Financial Statements:
  
  The condensed financial statements of Agency Premium Resource, Inc.
  ("APR") included herein have been prepared pursuant to the rules
  and regulations of the Securities and Exchange Commission ("SEC")
  and have not been examined or reviewed by independent public
  accountants.  In the opinion of management, all adjustments
  necessary to present fairly the results of operations have been
  made.
  
  Pursuant to SEC rules and regulations, certain information and
  footnote disclosures normally included in financial statements
  prepared in accordance with generally accepted accounting
  principles have been condensed or omitted from these statements. 
  In the opinion of management the disclosures contained herein, when
  read in conjunction with the financial statements and notes
  included in APR's 1994 audited financial statements filed herewith
  are adequate to make the information presented not misleading.  It
  is suggested, therefore, that these statements be read in
  conjunction with the statements and notes included with those
  financial statements.
  
  (2)  Acquisition:
  
  APR, a premium finance company, was a majority owned subsidiary
  of Seafield Capital Corporation ("Seafield").  On May 23, 1995,
  Seafield and the minority shareholder and CEO of APR, C. Ted
  McCarter, entered into an agreement for the sale of 100% of the
  issued and outstanding shares of common stock of APR to Anuhco,
  Inc.
  
  The accompanying financial statements do not reflect the costs
  associated with the sale.
  
                        KPMG Peat Marwick LLP
                       1000 Walnut, Suite 1600
                           P.O. Box 13127
                       Kansas City, MO.  64199
  
                    INDEPENDENT AUDITORS' REPORT
  
  The Board of Directors
  Agency Premium Resource, Inc.
    and Subsidiary:
  
  We have audited the accompanying consolidated balance sheets of
  Agency Premium Resource, Inc. and subsidiary as of December 31,
  1994 and 1993 and the related consolidated statements of earnings,
  stockholders' equity and cash flows for the years then ended. These
  consolidated financial statements are the responsibility of the
  Company's management.  Our responsibility is to express an opinion
  on these consolidated financial statements based on our audits.
  
  We conducted our audits in accordance with generally accepted
  auditing standards.  Those standards require that we plan and
  perform the audits to obtain reasonable assurance about whether the
  financial statements are free of material misstatement.  An audit
  includes examining, on a test basis, evidence supporting the
  amounts and disclosures in the financial statements.  An audit also
  includes assessing the accounting principles used and significant
  estimates made by management,as well as evaluating the overall
  financial statement presentation.  We believe that our audits
  provide a reasonable basis for our opinion.
  
  In our opinion, the consolidated financial statements referred to
  above present fairly, in all material respects, the financial
  position of Agency Premium Resource, Inc. and subsidiary as of
  December 31, 1994 and 1993 and the results of their operations and
  their cash flows for the years then ended, in conformity with
  generally accepted accounting principles.
  
                                /s/ KPMG Peat Marwick LLP
  
  February 9, 1995
  
                    AGENCY PREMIUM RESOURCE, INC.
                     Consolidated Balance Sheets
                     December 31, 1994 and 1993
  Assets                           1994        1993
  Current assets:
    Accounts receivable, net of allowance for
      uncollectible accounts of $210,970 and
      $285,814 and unearned interest of
      $177,363 and $114,310 in 1994 and 1993
      and sold receivables of $23,000,000 and
      $19,000,000 in 1994 and 1993 (note 2)    $8,088,077 $5,737,732
    Short term investments                     1,002,245   2,261,399
    Prepaid expenses and other                    55,312      41,092
    Deferred income tax assets (note 5)           89,260      99,448
       Total current assets                    9,234,894   8,139,671
  
  Furniture and equipment, net of accumulated
    depreciation of $184,467 in 1994 and
    $151,500 in 1993                              59,501      59,143
  Capital lease, net of accumulated amortiza-
    tion of $5,592 (note 6)                       22,366      - - 
  Deferred transaction costs, net of accumu-
    lated amortization of $145,226 in 1994
    and $41,156 in 1993 (note 2)                 108,782     144,048
  Deferred income tax asset (note 5)               - -        29,400
                                              $9,425,543  $8,372,262
      Liabilities and Stockholders' Equity
  Current liabilities:
    Bank overdrafts                           $  445,125  $  381,489
    Accounts and premiums payable                664,001     399,139
    Current income taxes-payable to parent       149,740      85,251
    Accrued expenses and other                   318,215     213,456
    Capital lease - current (note 6)               5,620       - -  
  Total current liabilities                    1,582,701   1,079,335
  
  Capital lease - noncurrent (note 6)             16,062       - -  
  Deferred income tax liability (note 5)           3,611       - -
  
  Stockholders' equity:
    Common stock, $1 stated value, 30,000
      shares authorized; 1,500 shares
      issued and outstanding                       1,500       1,500
    Paid-in capital                            8,280,341   8,280,341
    Accumulated deficit                         (458,672)   (988,914)
       Total stockholders' equity              7,823,169   7,292,927
                                              $9,425,543  $8,372,262
  See accompanying notes to consolidated
                        financial statements.
  
                    AGENCY PREMIUM RESOURCE, INC.
  
                 Consolidated Statements of Earnings
               Years ended December 31, 1994 and 1993
  1994         1993
  Revenues:
    Interest income                         $1,252,487   $1,664,049
    Service revenue                          1,854,780    1,235,122
    Other revenue                              582,852      549,318
      Total revenues                         3,690,119    3,448,489
  
  Expenses:
    Salaries and benefits (note 7)             931,311      794,969
    Service expense                            940,143      614,762
    Commissions expense                        250,125      206,055
    Occupancy                                   42,161       44,993
    Depreciation and amortization              142,678       73,982
    Other operating expense                    429,570      495,383
       Total operating expenses              2,735,988    2,230,144
    Bad debt expense                           119,622      220,400
    Interest expense (notes 3 and 4)             9,587      430,087
    Other expenses                              14,174        7,238
       Total expenses                        2,879,371    2,887,869
  
       Earnings before income tax expense      810,748      560,620
  
  Income tax expense (note 5)                  280,506      194,220
  
       Net earnings                         $  530,242   $  366,400
  See accompanying notes to consolidated
                        financial statements.
  
                    AGENCY PREMIUM RESOURCE, INC.
                Consolidated Statements of Cash Flows
               Years ended December 31, 1994 and 1993
  1994        1993
  Cash flows from operating activities:
     Net earnings                          $  530,242  $  366,400
     Adjustments to reconcile net earnings
     to net cash used in operating 
     activities:
        Depreciation and amortization         142,678      73,982
        Bad debt expense                      119,622     220,400
        Changes in assets and liabilities:
           Income taxes                       107,688      (4,993)
           Prepaid expenses                   (14,220)    (14,901)
           Accounts and premiums payable      264,862     118,577
           Accrued expenses and other         104,759      29,133
             Net cash provided by
             operating activities           1,255,631     788,598
  
  Cash flows from investing activities:
     Sale (purchase) short-term investments 1,259,154  (2,261,399)
     Securitization of accounts receivable  4,000,000  19,000,000
     Capitalization of transaction costs       68,804)   (185,204)
     Additions to accounts receivable      (6,469,967) (6,840,815)
     Additions to furniture and equipment     (33,556)    (19,729)
     Proceeds from sale of furniture and
        equipment                                 182       - -  
           Net cash provided (used) by
           investing activities            (1,312,991)  9,692,853
  
  Cash flows from financing activities:
     Repayment of note payable to bank,net      - -    (8,340,000)
     Repayment of subordinated notes payable
        to related parties, net                 - -    (2,000,000)
     Payments on capital lease obligation      (6,276)       - -
     Increase(decrease) in bank overdrafts     63,636    (141,451)
           Net cash provided (used) by
             financing activities              57,360 (10,481,451)
           Net increase in cash                 - -         - -
  Cash at beginning of year                     - -         - -  
  Cash at end of year                      $    - -   $     - -  
  Supplemental disclosure:
     Cash paid for interest                $    9,587 $   478,963
     Cash paid to parent and states for
       income taxes                        $  172,818 $   198,554
  See accompanying notes to consolidated
                        financial statements.
  
                    AGENCY PREMIUM RESOURCE, INC.
           Consolidated Statements of Stockholders' Equity
               Years ended December 31, 1994 and 1993
  Common     Paid-in   Accumulated
                       stock     capital     deficit         Total
  Balance at
  December 31, 1992   $ 1,500  $8,280,341  $(1,355,314)   $6,926,527
  
  Net earnings           -         -           366,400       366,400
  
  Balance at
  December 31, 1993     1,500   8,280,341     (988,914)    7,292,927
  
  Net earnings           -          -          530,242       530,242
  
  Balance at
  December 31, 1994   $ 1,500  $8,280,341  $  (458,672)   $7,823,169
  See accompanying notes to consolidated financial statements.
  
                    AGENCY PREMIUM RESOURCE, INC.
  
             Notes to Consolidated Financial Statements
                     December 31, 1994 and 1993
  
  (1)   Summary of Significant Accounting Policies
  
        (a)  Organization
  
             Agency Premium Resource, Inc., (the Company) a
             subsidiary of Seafield Capital Corporation (Seafield),
             was formed on January 1, 1989.  The Company offers
             premium financing and related services through approved
             insurance agencies.  Agency Services, Inc., a wholly-
             owned subsidiary, provides motor vehicle report
             services.
  
        (b)  Basis of Presentation
  
             The accompanying consolidated financial statements have
             been prepared on the accrual basis in conformity with
             generally accepted accounting principles.  All
             significant intercompany transactions have been
             eliminated in consolidation.
  
        (c)  Furniture and Equipment
  
             Furniture and equipment are stated at cost. 
             Depreciation of furniture and equipment is provided over
             the estimated useful lives of assets (two to ten years)
             using the straight-line method.
  
        (d)  Income Taxes
  
             The provision for income taxes is based on income
             recognized for financial statement purposes and includes
             the effects of temporary differences between such income
             and that recognized for tax purposes.  The operating
             results of the Company have been included in
             consolidated federal income tax returns with Seafield. 
             The Company is reimbursed by or pays to Seafield the
             current tax benefit or expense as if it filed a separate
             return.
  
        (e)  Reclassifications
  
             Certain prior year amounts have been reclassified to
             conform with the current year presentation.
  
  (2)   Securitization of Receivables
  
        In July, 1993, the Company entered into an extendable two-
        year agreement whereby it can sell undivided interests in a
        designated pool of accounts receivable on an ongoing basis. 
        The maximum allowable amount of receivables to be sold was
        increased by amendment in August 1994 from $22,000,000 to
        $30,000,000, subject to voluntary reduction by the seller to
        a minimum of $12,000,000.  As collections reduce accounts
        receivable in the pool, the purchaser permits the Company to
        apply such collections to additional purchases up to the
        maximum.  The Company had securitized receivables of
        $23,000,000 at December 31, 1994 and $19,000,000 at December
        31, 1993.  The net cash proceeds are reported as an investing
        activity in the accompanying consolidated statement of cash
        flows.  The securitized receivables are reflected as sold in
        the accompanying consolidated balance sheet.  The proceeds
        from the initial sale of receivable interests were used to
        retire bank debt and subordinated debts to the shareholders
        and the Company's Chief Executive Officer.
  
        The Company did not record a gain or loss on the sales as the
        costs of receivables sold approximated the proceeds. 
        Receivables of $2,760,000 and $2,280,000 at December 31, 1994
        and 1993, respectively, are subordinated to undivided
        interests sold in the event of defaults or delinquencies with
        respect to the underlying receivables.  A default reserve,
        which serves as collateral, is required for the greater of
        12% of the accounts receivable sold, or an amount set forth
        by a formula based on preceding months' default ratios.
  
        The Company capitalized costs of approximately $69,000 in
        1994 and $185,000 in 1993 related to the asset
        securitization.  These costs are being amortized over a two-
        year period, with amortization expense of approximately
        $104,000 in 1994 and $41,000 in 1993.
  
        The Company continues to service the securitized receivables
        for which it receives a servicing fee.  Included in the
        service revenue was $822,503 and $543,170 of servicing fees
        at December 31, 1994 and 1993, respectively.
  
  (3)   Note Payable to Bank
  
        The Company had a $9,000,000 bank line of credit through July
        22, 1993 to provide funding for premiums financed.  In July,
        1993, the Company retired this debt with cash provided from
        the securitization of receivables described in note 2.
  
  (4)   Related Party Transactions
  
        The Chief Executive Officer owns 5% of the issued and
        outstanding shares of common stock of the Company and has
        option agreements to purchase an additional 14.9% of the
        issued and outstanding shares from Seafield.
  
        In October 1991, Seafield, the majority shareholder, advanced
        $2,000,000 to the Company.  This advance was subordinate to
        the bank debt and carried an interest rate of 5.5%.  In
        January 1993, Seafield advanced an additional $3,000,000 to
        the Company through an amendment to the original agreement. 
        The Company also borrowed $700,000 from its Chief Executive
        Officer in the form of a thirty-day renewable note payable. 
        In July 1993, the Company retired these debts with cash
        provided from the securitization of receivables described in
        note 2.
  
        The Company had an open line of credit with Seafield in the
        amount of $5,000,000.  During 1994, there were draws made on
        this line of credit by the Company and all were repaid prior
        to year-end.  During 1993, there were no draws on this line
        of credit.
  
        Interest expense on related party transactions was $8,026 and
        $167,641 for 1994 and 1993, respectively.
  
        The Chief Executive Officer purchased approximately $192,000
        in receivables from the Company in 1993 at their unpaid
        balance.  In June 1994, the Company received a settlement
        from an insurance company and a portion of the settlement
        funds were used to repurchase the $192,000 in receivables
        from the Chief Executive Officer.
  
  (5)   Income Taxes
  
        Income tax expense (benefit) consists of the following:
  1994                          1993            
  
           Current  Deferred    Total   Current   Deferred  Total
  Federal  $231,902  $47,724  $279,626  $195,755  $(3,814)  $191,941
  State       5,405   (4,525)      880     2,592     (313)     2,279
           $237,307  $43,199  $280,506  $198,347  $(4,127)  $194,220
  Income tax expense approximates the amounts computed by
        applying the U. S. federal income tax rate of 34% to earnings
        before income taxes.
  
        The tax effects of temporary differences that give rise to
        significant portions of the deferred tax assets and deferred
        tax liabilities at December 31, 1994 and 1993 are presented
        below:
  1994      1993
  Deferred tax assets:
    Accounts receivable, due to the allow-
      ance for uncollectible accounts        $81,963   $116,984
    Accrued expenses                           6,462     28,646
    Furniture and equipment, due to
      differences in depreciation for
      book and tax purposes                     - -     (11,584)
    Other                                        835      9,310
    State net operating loss carryforwards     6,881     50,016
        Total gross deferred tax assets       96,141    193,372
    Less valuation allowance                   6,881     64,524
                                             $89,260   $128,848
  Deferred tax liabilities:
    Furniture and equipment, due to 
      differences in depreciation for 
      book and tax purposes                  $ 3,345   $   - -
    Other                                        266       - - 
                                             $ 3,611   $   - -
  The valuation allowance for deferred tax assets as of January
        1, 1993 was $104,081.  The decrease in the total valuation 
        allowance for the years ended December 31, 1994 and 1993 was
        $57,643 and $39,557, respectively.  The decrease each year in
        the valuation allowance is primarily attributed to the
        utilization of state net operating loss carryforwards.
  
        At December 31, 1994, the Company has net operating loss
        carryforwards for state income tax purposes of $116,411 which
        are available to offset future state taxable income, if any,
        through 2005.
  
  (6)   Commitments
  
        Total rent expense was $50,904 and $52,766 in 1994 and 1993,
        respectively.  The Company is obligated under certain
        noncancelable rental agreements which terminate through July
        1996.  The minimum future payments under these agreements are
        as follows:
  Year      Amount
  1995      $50,234
                           1996       23,347
  In January 1994, the Company entered into a noncancelable
        capital lease payable in thirty monthly installments of $580
        and a final payment of $12,722.  Amortization expense related
        to the capitalized asset was $5,592 in 1994.
  
  (7)   Retirement Plans
  
        The Company is a member of the Seafield Capital Corporation
        401(k) Savings Plan and Trust (401(k) Plan) and the Seafield
        Capital Corporation Money Purchase Pension Plan (Pension
        Plan), both of which are defined contribution plans.  All
        full-time employees who have worked 500 hours within the
        first six months of employment are eligible to participate in
        the Plans.
  
        Participants in the 401(k) Plan may contribute 2% to 10% of
        annual compensation.  The Company contributes for each
        participant an amount equal to 50% of the participant's
        contribution up to 10% of annual compensation.  A participant
        is immediately fully vested with respect to the participant's
        contributions and the Company contributions vest over five
        years.  Participant contributions are invested by the
        Trustees of the Plan at the direction of the participants in
        one or more of six investment funds, one of which is a
        Seafield Stock Fund.  The matching contributions made by the
        Company were $19,439 and $16,990 in 1994 and 1993,
        respectively.
  
        Under the Pension Plan, the Company contributes 7% of each
        eligible participant's annual compensation up to the social
        security wage base plus 12.7% for any excess up to the salary
        limits of $150,000 for 1994 and $235,840 for 1993. 
        Participants become 100% vested after five years of service,
        normal retirement at age sixty-five or in the event of
        disability or death while employed by the Company. 
        Provisions for contributions to the Pension Plan by the
        Company were $50,251 and $37,755 in 1994 and 1993,
        respectively.
  
        Implementation of Financial Accounting Standards Board
        Statement No. 106, "Employers' Accounting for Postretirement
        Benefits Other Than Pensions", did not have an impact on the
        Company's financial condition or results of operations.
  
           ANUHCO, INC. AND AGENCY PREMIUM RESOURCE, INC.
  
                 Description of Condensed Pro Forma
                        Financial Statements
  
  On May 31, 1995, Anuhco, Inc. ("Anuhco") completed the acquisition
  of all of the issued and outstanding stock of Agency Premium
  Resource, Inc. and Subsidiary ("APR").  The purchase price,
  together with payment for certain services to be rendered by the
  sellers after closing, will be approximately $11.5 million.  This
  transaction will be accounted for as a purchase.
  
  The entities involved in the pro forma financial statements are
  Anuhco, the Registrant, and APR.  Anuhco's and APR's normal fiscal
  year is a calendar year ending December 31.
  
  The pro forma balance sheet was prepared using the historical
  balance sheets of Anuhco and APR as of March 31, 1995.  Anuhco
  previously reported its information on Form 10-Q.
  
  The fiscal year ending December 31, 1994 and three months ending
  March 31, 1995, pro forma income statements were prepared using the
  historical income statements of Anuhco and APR for the year ended
  December 31, 1994, and the three months ended March 31, 1995,
  Anuhco's historical information having been previously reported on
  Form 10-K and Form 10-Q, respectively.
  
           ANUHCO, INC. AND AGENCY PREMIUM RESOURCE, INC.
                  Condensed Pro Forma Balance Sheet
                        as of March 31, 1995
                             (Unaudited)
                           (in thousands)
  Historical         Pro Forma Pro Forma
                        Anuhco    APR   Combined Adjustments Combined
  Current Assets -
   Cash & investments   $39,189  $  990  $40,179  $(11,500) 1 $28,679 
   Finance receivables     -      7,511    7,511      -         7,511 
   Other receivables      9,346    -       9,346      -         9,346
   AFS net assets        21,095    -      21,095      -        21,095
   Other                  1,188      63    1,251      -         1,251
    Total Current        70,818   8,564   79,382   (11,500)    67,882
  Property/Equipment     15,366      82   15,448      -        15,448
  Intangibles              -        -       -        3,568 1    3,568
  Other Assets              116     158      274      -           274
    Total Assets        $86,300  $8,804  $95,104  $ (7,932)   $87,172
  
  Current Liabilities   $ 7,593  $  851  $ 8,444  $   -       $ 8,444
  Other Liabilities        -         21       21      -            21
    Total Liabilities     7,593     872    8,465      -         8,465
  
  Shareholders' Equity   78,707   7,932   86,639    (7,932) 1  78,707
    Total Liability
    & Shareholders'
    Equity              $86,300  $8,804  $95,104  $ (7,932)   $87,177
  This pro forma balance sheet should be read in conjunction
        with the related Description and Notes to Condensed Pro Forma
        Financial Statements and the Registrant's financial
        statements contained in its Form 10-Q and Form 10-K filings
        with the Commission.
  
           ANUHCO, INC. AND AGENCY PREMIUM RESOURCE, INC.
               Condensed Pro Forma Statement of Income
                For the year ended December 31, 1994
                             (Unaudited)
              (in thousands, except per share amounts)
  ProForma
                                 Historical       Adjust  ProForma
                        Anuhco    APR   Combined  ments   Combined
  Operating Revenue     $95,772  $3,690  $99,462  $ -     $99,462
  
  Operating Expenses
   Salaries, wages &
    employee benefits    51,732     931   52,663    -      52,663
   Operating supplies
    & expenses           10,869   1,781   12,650    -      12,650
   Operating taxes &
    licenses              2,597     -      2,597    -       2,597
   Insurance & claims     2,209     -      2,209    -       2,209
   Depreciation &
    amortization          2,315     143    2,458    350 1   2,808
   Purchased transpor-
    tation & rents       20,829     -     20,829    -      20,829
  Total operating
   expenses              90,551   2,855   93,406    350    93,756
  
  Operating Income        5,221     835    6,056   (350)    5,706
  
  Nonoperating
   Income (Expense)         274     (25)     249    -         249
  
  Income Before
   Income Taxes           5,495     810    6,305   (350)    5,955
  
  Income Tax Provision     -        280      280    (80) 1    200
  
  Net Income            $ 5,495  $  530  $ 6,025  $(270)  $ 5,755
  
  Average Common
   Shares Outstanding     7,545                             7,545
  
  Net Income Per Share    $0.73                             $0.76
  This pro forma statement of income should be read in
        conjunction with the related Description and Notes to
        Condensed Pro Forma Financial Statements and the Registrant's
        financial statements contained in its Form 10-Q and Form 10-K
        filings with the Commission.
  
           ANUHCO, INC. AND AGENCY PREMIUM RESOURCE, INC.
               Condensed Pro Forma Statement of Income
              For the three months ended March 31, 1995
                             (Unaudited)
              (in thousands, except per share amounts)
  ProForma
                                 Historical       Adjust  ProForma
                        Anuhco    APR   Combined  ments   Combined
  Operating Revenue     $24,632  $  907  $25,539  $ -     $25,539
  
  Operating Expenses
   Salaries, wages &
    employee benefits    13,627     242   13,869    -      13,869
   Operating supplies
    & expenses            2,999     454    3,453    -       3,453
   Operating taxes &
    licenses                677     -        677    -         677
   Insurance & claims       569     -        569    -         569
   Depreciation &
    amortization            598      42      640    88 1      728
   Purchased transpor-
    tation & rents        5,193     -      5,193    -       5,193
  Total operating
   expenses              23,663     738   24,401    88     24,489
  
  Operating Income          969     169    1,138   (88)     1,050
  
  Nonoperating
   Income (Expense)         630     -        630    -         630
  
  Income Before
   Income Taxes           1,599     169    1,768   (88)     1,680
  
  Income Tax Provision      320      60      380   (20) 1     360
  
  Net Income            $ 1,279  $  109  $ 1,388  $(68)   $ 1,320
  
  Average Common
   Shares Outstanding     7,554                            7,554
  
  Net Income Per Share    $0.169                           $0.175
  This pro forma statement of income should be read in
        conjunction with the related Description and Notes to
        Condensed Pro Forma Financial Statements and the Registrant's
        financial statements contained in its Form 10-Q and Form 10-K
        filings with the Commission.
  
           ANUHCO, INC. AND AGENCY PREMIUM RESOURCE, INC.
               Notes to Pro Forma Financial Statements
                       (dollars in thousands)
  
  1.    These Notes to Pro Forma Financial Statements are not
        intended to disclose all data of significance relative to the
        historical financial statements of the entities.  The Notes
        and the related Pro Forma Financial Statements should be read
        in conjunction with the historical interim and annual
        financial statements of Anuhco, Inc. ("Anuhco") filed with
        the Commission on Forms 10-Q and 10-K.  Anuhco knows of no
        material non-reoccuring credits or charges from the
        acquisition of Agency Premium Resource, Inc. ("APR") from
        Seafield Capital Corporation ("Seafield") and C. Ted McCarter
        that will be included in Anuhco's statement of income
        subsequent to May 31, 1995 (the date of acquisition).
  
  2.    Pro Forma balance sheet adjustments.
  
        See Description of Condensed Pro Forma Financial Statements
        for a description of the historical balance sheets used to
        prepare the Condensed Pro Forma Balance Sheet.  The following
        descriptions correspond to the numbering of the adjustments
        set forth on the Condensed Pro Forma Balance Sheet.
  
   (1)  To record acquisition as follows:
  Anuhco cash payment to APR shareholders   $11,500
  
          Shareholders' equity acquired               7,932 
  
          Intangibles acquired, including goodwill  $ 3,568
  3.    Pro Forma income statement adjustments.
  
        See Description of Condensed Pro Forma Financial Statements
        for a description of the historical income statements used to
        prepare the Condensed Pro Forma Income Statements.  The
        following descriptions correspond to the numbering of the
        adjustments and eliminations set forth on the Condensed Pro
        Forma Income Statements.
  Dec 31   Mar 31
                                                     1994     1995
  (1)  Amortization of intangibles, including
        goodwill, arising in acquisition 
        (see note 2, above)                          $ 350    $ 88
  
   (2)  Income tax benefit of Pro Forma net 
        adjustments to income before income taxes    $ (80)   $(20)
  SIGNATURES
  
  Pursuant to the requirements of Securities Exchange Act of 1934,
  the Registrant has duly caused this report to be signed on its
  behalf by the undersigned, hereunto duly authorized.
  
                                    ANUHCO, INC.              
  
                      By:  /s/ Timothy P. O'Neil                    
                         Timothy P. O'Neil, President & 
                         Chief Financial Officer
  
  Date:  June 15, 1995
  Exhibit 2(a)
  
                      STOCK PURCHASE AGREEMENT
                            By and Among
                            ANUHCO, INC.,
                    SEAFIELD CAPITAL CORPORATION,
                                 and
                           C. TED MCCARTER
                          Dated May 23 1995
  TABLE OF CONTENTS
  Section                                              Page
  1.   Sale and Purchase                                1
       1.1  Number of Shares                            1
       1.2  Purchase Price                              2
  
  2.  Computer Software of The Company                  2
  
  3.  Closing and Deliveries                            3
       3.1  Closing                                     3
       3.2  Deliveries                                  3
  
  4.  Representations and Warranties of the
      Stockholders                                      4
       4.1  Organization, Powers and Qualifications     4
       4.2  Capital Stock                               5
       4.3  Stock Options, Warrants, Etc.               5
       4.4  Articles of Incorporation, By-Laws, 
            Minute Book and Stock Book                  5
       4.5  Authority; No Violation, Etc.               6
       4.6  Books and Records                           8
       4.7  Compliance with Law                         8
       4.8  Financial Statements                        8
       4.9  Liabilities and Obligations                 9
       4.10 Absence of Adverse Changes or Events        9
       4.11 Tax Reports                                10
       4.12 Dividends and Stock Purchases              10
       4.13 Title to Assets; Operating Authorities     11
       4.14 Licenses, Permits, Etc.                    11
       4.15 Contracts                                  12
       4.16 Litigation                                 12
       4.17 Insurance                                  13
       4.18 Overtime, Back Wages, Vacation, 
            Discrimination, and Occupational 
            Safety Claims                              13
       4.19 Contracts for Personal Services            14
       4.20 Employee Welfare and Pension 
            Benefit Plans                              14
            (a)  Plans                                 14
            (b)  Compliance with Internal Revenue 
                 Code and ERISA                        14
            (c)  Administration                        15
            (d)  Claims                                15
            (e)  Prohibited Transactions               16
            (f)  Plan Documents                        16
            (g)  No Multi-Employer Plans and No 
                 Plans for Retirees                    17
            (h)  Contribution Paid                     17
       4.21 Commission Fees                            18
       4.22 Disclosure                                 18
       4.23 Trademarks and Similar Rights              18
       4.24 Related Party Transactions                 19
       4.25 Environmental                              20
  
  5.  Representations and Warranties of Anuhco         21
       5.1  Organization, Powers and Qualifications    21
       5.2  Authority; No Violation, Etc.              22
       5.3  Commission Fees                            22
       5.4  Disclosure                                 23
  
  6.  Conduct of Business of the Company 
       and Subsidiary                                  23
       6.1  Business                                   23
       6.2  Adverse Changes                            24
       6.3  Maintenance of Properties, Permits, 
            Licenses, Etc.                             24
       6.4  Maintain Corporate Existence               24
       6.5  Capital Stock                              24
       6.6  Dividends                                  25
       6.7  Employment; Compensation; Benefits         25
       6.8  Liabilities and Obligations                25
       6.9  Capital Expenditures                       26
       6.10 Sale of Assets                             26
       6.11 Leases; Contracts                          26
       6.12 Insurance                                  26
       6.13 Books and Records                          26
       6.14 Compliance with the Laws and Regulations   27
       6.15 Encumbrances                               27
       6.16 Amendment to Articles of Incorporation
             and By-Laws                               27
  
  7.  Covenants of the Stockholders and Anuhco         28
       7.1  Update of Information                      28
       7.2  Access to Business and Records             28
       7.3  Efforts to Consummate                      28
       7.4  Non-Competition                            29
       7.5  Confidentiality                            30
       7.6  Public Announcement                        31
       7.7  Adjustments Because of 
            Regulatory Disapproval                     31
       7.8  Pension Plans                              32
       7.9  Welfare Plans                              35
       7.11 Income Tax Matters and Agreements          36
            (a)  Consolidated federal and state 
                 income tax returns                    36
            (b)  Separately filed state and local 
                 income and franchise tax returns      38
            (c)  Audits                                38
       7.12 Accreditation, Due Diligence and 
            Sophistication Matters                     40
       7.13 Access to Company Records Post Closing     42
       7.14 Related Party Agreements                   42
  
  8.  Conditions to Obligations of Anuhco to 
       Consummate Acquisition                          43
       8.1  Representations and Warranties 
            True at Closing                            43
       8.2  Opinion of Counsel for Stockholders        43
       8.3  Resignations                               43
       8.4  Consulting and Assignment Agreement        43
       8.5  Employment Agreement                       43
       8.6  Bank Financing                             43
       8.7  Licenses, Permits, Etc.                    44
       8.8  Performance of Covenants                   44
  
  9.  Conditions to Obligation of Stockholders to 
       Consmmate the Acquisition                       44
       9.1  Representations and Warranties 
            True at Closing                            44
       9.2  Opinion of Counsel for Anuhco              44
       9.3  Consulting and Employment Agreements       45
       9.4  Performance of Covenants                   45
       9.5  Bank Financing                             45
  
  10. Termination                                      45
  
  11. Counterparts                                     46
  
  12. Contents of Agreement, Parties in Interest, 
       Assignment, Etc.                                46
  13. Indemnification                                  47
       13.1 General Indemnification                    47
       13.2 Claims Procedure                           49
            (a)  Third Party Claims                    49
            (b)  Non-Third Party and Other Claims      51
       13.3 Timing of Claim Notice                     52
       13.4 Change of Control of Seafield              52
       13.5 Indemnity Claims                           53
  
  14. Notices                                          54
  
  15. Confidentiality                                  55
  
  16. Governing Law                                    56
  STOCK PURCHASE AGREEMENT
  
       This Stock Purchase Agreement ("Agreement"), is dated May 23,
  1995, by, between and among ANUHCO, INC., a Delaware corporation
  ("Anuhco"), SEAFIELD CAPITAL CORPORATION, a Missouri corporation
  ("Seafield"), and C. TED MCCARTER of Johnson County, Kansas
  ("McCarter") (Seafield and McCarter being sometimes herein
  collectively referred to as ("Stockholders").
  
                        W I T N E S S E T H:
  
       WHEREAS, the authorized capitalization of Agency Premium
  Resource, Inc. ("Company") consists of 30,000 shares of voting
  stock, without par value, of which 1,500 shares are issued and
  outstanding (the "Share(s)");
  
       WHEREAS, Seafield and McCarter, respectively, own or will own
  on the Closing Date, as hereinafter defined in Section 3.1, 1202
  shares and 298 shares of stock of the Company;
  
       WHEREAS, Anuhco wishes to acquire the Shares and the
  Stockholders are willing to sell the same to Anuhco, but only on
  the terms and provisions hereinafter set forth:
  
       NOW, THEREFORE, in consideration of the premises and the
  mutual covenants and agreements herein contained, the parties
  hereto, intending to be legally bound, agree as follows:
  1.   Sale and Purchase.
  
       1.1  Number of Shares.
  
            (a)  Seafield agrees to sell and cause to be transferred
  to Anuhco at the Closing, as hereinafter defined in Section 3.1,
  and Anuhco agrees to purchase at the Closing, the 1202 shares of
  stock of the Company owned by it.
  
            (b)  McCarter agrees to sell and cause to be transferred
  to Anuhco at the Closing, and Anuhco agrees to purchase at the
  Closing, 298 shares of stock of the Company.
  
       1.2  Purchase Price.
  
            (a)  With respect to Shares sold and purchased at the
  Closing, Anuhco shall pay Seafield and McCarter at the Closing, and
  upon delivery of the certificates therefor duly endorsed and in
  proper form for transfer, $6,833.33 per share, for a total purchase
  price of $10,250,000.
  
            (b)  The payments provided in subsection (a) hereof shall
  be made in immediately available funds or by transfer vested on the
  Closing Date of U.S. Treasury bills with a maturity of June 15,
  1995 and valued at the mean between the Closing bid and asked
  prices reported by The Wall Street Journal on the second business
  day preceding the Closing.
  
  2.  Computer Software of The Company.  The operation of the
  business of the Company is heavily dependent upon use of computer
  software which has been developed and customized over a period of
  years.  Such software has not been capitalized on the balance
  sheets of the Company.  Seafield agrees, at the Closing, to assign
  to the Company any and all of its ownership of and rights in such
  software, if any, for the consideration and upon the terms provided
  in the Consulting and Assignment Agreement in the form of Exhibit
  1 attached hereto.
  
  3.  Closing and Deliveries.
  
       3.1  Closing.  The Closing shall be at the offices of Hillix,
  Brewer, Hoffhaus, Whittaker & Wright, L.L.C., 2420 Pershing Road,
  Suite 400, Kansas City, Missouri 64108, at 10:00 a.m., C.D.T., on
  such date, after the conditions herein specified have been
  satisfied or waived, as Anuhco shall specify by written notice to
  Stockholders, delivered not less than three (3) days before Closing
  but in no event more than 10 days after satisfaction or waiver of
  the last such condition to be fulfilled, or on such other date or
  at such other place or time as is agreed upon in writing by the
  parties, provided however that in no event shall the Closing occur
  or the Closing Date be established later than May 31, 1995.  If
  Closing does not occur on or before May 31, 1995, this Contract,
  the Letter of Intent and any other arrangements or obligation among
  the parties (other than confidentiality obligations) shall
  terminate and be of no further force and effect.
  
       3.2  Deliveries.  At the Closing, (a) the Stockholders shall
  deliver to Anuhco certificates representing record ownership of the
  Shares, duly endorsed and in proper form for transfer, free and
  clear of all encumbrances; (b) Anuhco shall deliver to Seafield and
  McCarter the purchase price and Anuhco may, at the direction of
  McCarter, deliver such portion of the purchase price owing to
  McCarter to Seafield in payment of any amounts owed to Seafield by
  McCarter; (c) Anuhco shall deliver to Seafield and McCarter any and
  all contract payments due at Closing under the Consulting Agreement
  and Employment Agreement respectively, in immediately available
  funds or by transfer vested on the Closing Date of U.S. Treasury
  bills with a maturity of June 15, 1995 and valued at the mean
  between the Closing bid and asked prices reported by The Wall
  Street Journal on the second business day preceding the Closing;
  and (d) the parties shall deliver such other documents as are
  required pursuant to this Agreement to be then executed and
  delivered, or shall previously have been, executed and delivered.
  
  4.  Representations and Warranties of the Stockholders. 
  Stockholders, jointly and severally, represent and warrant to
  Anuhco as follows:
  
       4.1  Organization, Powers and Qualifications.  The Company and
  its wholly owned subsidiary, Agency Services, Inc. ("Subsidiary"),
  are duly organized, validly existing and in good standing under the
  laws of the State of Kansas, have all requisite corporate power and
  authority to own their properties and assets and carry on their
  businesses as now conducted, and are qualified as foreign
  corporations to do business and are in good standing in every
  jurisdiction in which such qualification is necessary because of
  the nature or extent of their operations or property owned, leased
  or operated, unless the failure to so qualify would not have a
  material adverse impact on the ability of the Company to own its
  assets and conduct its operations, all of which jurisdictions are
  separately listed for each on Schedule 4.1.  The Company does not
  own any interest, directly or indirectly, in any corporation,
  partnership, proprietorship, association, trust, or other business
  or entity, other than Subsidiary.
  
       4.2  Capital Stock.  The Company has authorized capital stock
  consisting of 30,000 shares of stock, without par value, of which
  1,500 shares are issued and outstanding, all of which are owned of
  record by the Stockholders.  Except as set forth in Schedule 4.2,
  the Shares are duly authorized, validly issued and outstanding,
  fully paid and nonassessable, and were not issued in violation of
  pre-emptive or other statutory or contractual rights.
  
       4.3  Stock Options, Warrants, Etc.  Except as disclosed in
  Schedule 4.3, the Company does not have outstanding any options,
  warrants, calls, convertible securities, rights, agreements, or
  obligations to purchase, redeem, issue, sell, distribute, dividend,
  or otherwise acquire or dispose of any shares of its stock, and
  neither of the Stockholders has any right or obligation to sell,
  acquire or otherwise trade in any of the Shares.
  
       4.4  Articles of Incorporation, By-Laws, Minute Book and Stock
  Book.  The Articles of Incorporation and all amendments thereto and
  the by-laws, as amended, of the Company and Subsidiary which have
  been made available to Anuhco for its inspection are true, correct
  and complete, and such Articles and by-laws shall be the Articles
  and by-laws in effect at the Closing.  The minute books of the
  Company and Subsidiary which have been made available to Anuhco for
  its inspection contain accurate minutes of all meetings and
  accurate consents in lieu of meetings of the Board of Directors
  (and any committee thereof) and of the stockholders of the Company
  and Subsidiary since their respective incorporations, and
  accurately reflect all transactions referred to in such minutes and
  consents in lieu of meetings during the periods reflected therein. 
  Except as reflected in such minute books, there are no minutes of
  meetings or consents in lieu of meetings of the Board of Directors
  (or any committee thereof) or of the stockholders of the Company or
  Subsidiary, except for minutes or consents which may be missing but
  which would evidence actions that have been consented to by the
  Stockholders and Directors and which reflect transactions that are
  not material to the Company.  The stock ledgers of the Company and
  the Subsidiary, which have been made available to Anuhco for its
  inspection, contain accurate records of all issuances and transfers
  of record of the capital stock of the Company and Subsidiary since
  their respective dates of incorporation.
  
       4.5  Authority; No Violation, Etc.  Except as reflected in
  Schedule 4.5, the execution and delivery of this Agreement and the
  consummation of the transactions contemplated hereby have been duly
  and validly authorized by all necessary action on the part of the
  Stockholders, and this Agreement is a valid and binding obligation
  of the Stockholders, enforceable in accordance with its terms
  (except as may be limited by general principles of equity as to the
  enforcement of remedies or applicable bankruptcy, reorganization,
  insolvency, moratorium and similar laws affecting creditors' rights
  generally, now or hereafter in effect).  Neither the execution and
  delivery by the Stockholders of this Agreement nor the consummation
  by them of the transactions contemplated hereby will cause a
  default (or give rise to any right or termination, cancellation or
  acceleration) under (a) any of the terms, conditions or provisions
  of any agreement, instrument or obligation to which either
  Stockholder or the Company or Subsidiary is a party, or by which
  any of them or any of their respective properties or assets may be
  bound, except for such conflict, breach or default as to which
  requisite waivers or consents shall have been obtained prior to the
  Closing (all of which are identified in Schedule 4.5, or 4.15),
  including a waiver by the Bank of America with respect to sale of
  the Shares by Seafield; (b) the required licenses or approvals of
  the state regulatory authorities referred to in Section 4.14
  hereof, provided however that the states of Florida, Illinois and
  Arizona each impose separate requirements and limitations on a
  transaction contemplated herein and Anuhco and Company will be
  subject to the limitations and requirements imposed by the laws and
  regulations of such states on this transaction; or (c) any statute,
  rule or regulation or any judgment, order, writ, injunction or
  decree of any court, arbitrator, mediator, administrative agency or
  governmental body, in each case applicable to either Stockholders,
  the Company or Subsidiary or any of their properties or assets.
  
       4.6  Books and Records.  To the best of Stockholders'
  knowledge, the books and records of the Company and Subsidiary
  fairly reflect the transactions to which either is a party or by
  which the properties of either are subject or bound, and such books
  and records have been kept and maintained accurately and in
  sufficient detail to permit the preparation of periodic financial
  statements in accordance with generally accepted accounting
  principles consistently applied.
  
       4.7  Compliance with Law.  To the best of Stockholders'
  knowledge, the Company and Subsidiary and their use and occupancy
  of their assets and properties wherever located are in substantial
  compliance with all federal, state and local laws and ordinances
  and any order, rule or regulation of any federal, state, local or
  other governmental agency or body, except where the failure to
  comply, individually or in the aggregate, would not have a
  materially adverse effect on their respective business or
  operations.
  
       4.8  Financial Statements.  The Stockholders have delivered to
  Anuhco true and complete copies of the audited consolidated
  financial statements of the Company and Subsidiary as of and for
  the fiscal years ended December 31, 1993 and 1994, certified by
  KPMG Peat Marwick LLP.  The Stockholders have also delivered to
  Anuhco true and complete copies of the unaudited financial
  statements of the Company as of and for the three months ended
  March 31, 1995.  Except, with respect to the unaudited March 31,
  1995 financial statements, for (i) the absence of notes, (ii) the
  absence of certain adjustments normally made at year end, and (iii)
  exceptions set forth therein, if any, all such financial statements
  (the "Financial Statements") and information, including the related
  notes, have been prepared in accordance with generally accepted
  accounting principles consistently applied and fairly present the
  Company's consolidated financial condition, results of operations,
  and changes in financial position at the dates and for the periods
  indicated.
  
       4.9  Liabilities and Obligations.  Except as described in
  Schedule 4.9 and except for federal and state income tax
  liabilities provided for separately herein, neither the Company nor
  the Subsidiary has any material liability or obligation (direct or
  indirect, contingent or fixed, matured or unmatured) of any nature,
  whether arising out of contract, tort, statute or otherwise, except
  liabilities and obligations in the amounts and categories
  reflected, reserved against or given effect to in the Financial
  Statements, and liabilities subsequently incurred in the ordinary
  course of business consistent with past practice.
  
       4.10  Absence of Adverse Changes or Events.  Since December
  31, 1994, the Company has been operated in all material respects in
  the ordinary course of its business consistent with past practice
  in prior periods and has not changed or altered its past practices
  with respect to (i) reserves for uncollectible accounts, (ii) sale
  of undivided interests in accounts, payment of liabilities and
  (iii) payment of management fees, expenses and other charges, if
  any, to Seafield.
  
       4.11  Tax Reports.  Except as disclosed in Schedule 4.11 to
  the best of Stockholders' knowledge, (a) all federal, state and
  local tax returns and reports (or timely extensions thereof)
  (including but not limited to all income tax, unemployment
  compensation, social security, payroll, sales and use, excise,
  privilege, property, ad valorem, franchise, license, school and any
  other tax under the laws of the United States or any state or
  municipal or political subdivision thereof) required to be filed by
  or for the Company or the Subsidiary (the "Tax Returns") have been
  filed with and the taxes paid to the appropriate governmental
  agencies in all jurisdictions in which such returns and reports are
  required to be filed and taxes paid, and all such returns and
  reports correctly reflect to the best of Stockholders' knowledge
  the taxes of the Company and Subsidiary for the periods covered
  thereby; (b) neither the Company, the Subsidiary, nor Seafield has
  received any notice of assessment or proposed assessment by the
  Internal Revenue Service or any other taxing authority in
  connection with any Tax Returns except as specified on Schedule
  4.11; and (c) there are no pending tax examinations of or tax
  claims asserted against the Company or Subsidiary or their
  properties or operations.
  
       4.12  Dividends and Stock Purchases.  Except as indicated in
  Schedule 4.12, since December 31, 1994, neither the Company nor
  Subsidiary has declared, set aside or made payment of any dividend
  or other distribution in respect of any shares of its capital
  stock, repurchased, redeemed or otherwise acquired any shares of
  its capital stock.
  
       4.13  Title to Assets; Operating Authorities.  Except as
  disclosed in Schedule 4.13, the Company and Subsidiary have good
  and marketable title to all of their properties and assets material
  to the operation of their business and reflected in the audited
  December 31, 1994 balance sheet and those acquired by the Company
  or Subsidiary thereafter, except properties and assets sold or
  otherwise disposed of in the ordinary course of business consistent
  with past practice in prior periods, free and clear of all
  mortgages, liens, pledges, charges or encumbrances or other third
  party interests of any nature whatsoever, except (a) as reflected
  or reserved for in the Financial Statements, or (b) the lien of
  current taxes not yet due and payable (collectively "Permitted
  Liens").
  
       4.14  Licenses, Permits, Etc.  The Company has delivered or
  made available to Anuhco true and complete copies of the Company's
  licenses and permits, (all of which are listed on Schedule 4.14),
  each of which is properly and validly issued, and in full force and
  effect, and all of which permit the operation of the Company's
  business as now and in the past conducted, except where the failure
  to secure such a permit would not have a materially adverse effect
  on the Company's business or operations.
  
       4.15  Contracts.  All written contracts, agreements, leases,
  mortgages or commitments, excluding such as involve payments of
  less than $5,000 on an annualized basis or such as are terminable
  by the Company or Subsidiary without penalty on 30 days or less
  written notice, to which the Company or Subsidiary is a party or
  may be bound or to which their assets are subject are listed on
  Schedule 4.15 ("Contracts").  All Contracts are valid, binding on
  the parties to them, and in full force and effect on the date
  hereof, and neither the Company nor Subsidiary has violated any
  provision of, or committed or failed to perform any act which with
  notice, lapse of time or both would constitute a material default
  under the provisions of any Contract.  Copies of all Contracts
  disclosed on Schedule 4.15 have been made available to Anuhco for
  inspection.  Schedule 4.15 also separately identifies all Contracts
  otherwise required to be listed thereon which require the consent
  or approval of third parties to the execution and delivery of this
  Agreement or to the consummation and performance of the
  transactions contemplated hereby, and the Stockholders agree to use
  their best efforts to obtain prior to the Closing all such consents
  or approvals.
  
       4.16  Litigation.  Except as disclosed in Schedule 4.16, (a)
  no claim, action, suit, arbitration, investigation or other
  proceeding, whether civil or criminal in nature, is pending, or to
  Stockholders' knowledge, contemplated against the Company or
  Subsidiary or any of their properties or with respect to the
  transactions pursuant to this Agreement before any court,
  governmental agency, authority or commission, arbitrator or
  mediator; and (b) there are no judgments, consent decrees,
  injunctions, or any other judicial or administrative or other
  mandates outstanding against or which might be expected to
  adversely affect the Company or Subsidiary or their assets,
  liabilities, income, financial condition, results of operations or
  business prospects or their right to conduct their business as
  presently conducted.
  
       4.17  Insurance.  Schedule 4.17 lists all policies of
  insurance held by or maintained on behalf of the Company or
  Subsidiary.  Copies of all such insurance policies disclosed on
  Section 4.17 have been made available to Anuhco for inspection. 
  All such policies of insurance are in full force and effect.  No
  notices of cancellation or nonrenewal have been received and all
  premiums to date have been paid in full.  Stockholders have
  furnished to Anuhco a list of all claims notices which have been
  given to any of the Company's insurers.
  
       4.18  Overtime, Back Wages, Vacation, Discrimination, and
  Occupational Safety Claims.  Except as disclosed in Schedule 4.18
  or as fully reserved in the Financial Statements, to the best of
  Stockholders' knowledge there are no outstanding or contemplated
  claims against the Company or Subsidiary (whether under federal or
  state law, under any employment agreement or otherwise) asserted by
  any applicant for employment, or present or former employee, on
  account of or for (a) overtime pay, other than overtime pay for
  work done on the current payroll period; (b) wages or salary for
  any period other than the current payroll period; (c) any amount of
  vacation pay or pay in lieu of vacation time off; or (d) any
  material violation of any other term or condition of employment or
  of any statute, ordinance or regulation relating to discrimination,
  occupational safety, leave, disability or employment practices.
  
       4.19  Contracts for Personal Services.  Neither the Company
  nor Subsidiary is a party to or bound by any contract, agreement,
  or undertaking with any person for or related to personal services
  rendered or to be rendered by any person.  Other than as disclosed
  in Schedule 4.19, neither the Company nor Subsidiary has, or since
  1991 has had, any policy for payment of severance pay.
  
       4.20  Employee Welfare and Pension Benefit Plans.
  
             (a) Plans.  Attached hereto as Schedule 4.20 is a true
  and complete list of all plans, funds and programs that are or
  within the three year period preceding the date hereof have been
  maintained by Company, or for which Company contributes or is
  required to contribute, which constitute "employee welfare benefit
  plans" or "employee pension benefit plans" within the meaning of
  Section 3(1) and (2) of "ERISA".  Such plans, funds and programs
  are hereinafter collectively referred to as the "Plans".
  
            (b)  Compliance with Internal Revenue Code and ERISA. 
  With respect to all such Plans, and all related trust agreements,
  annuity contracts or other funding instruments, to the best
  knowledge of Stockholders, Company is now in material compliance
  with, and has materially complied in the past, both as to form and
  operation, with all applicable provisions of ERISA and of the
  Internal Revenue Code, as amended (the "Code"), including sections
  of the Code relating to coverage, where required in order to be
  tax-qualified.  All necessary governmental approvals for such Plans
  have been obtained, or applied for, and a favorable determination
  as to the qualification under the Code of each employee pension
  benefit plan and each material amendment thereto has been made by
  the Internal Revenue Service or a request for such a determination
  has been, or will be, filed, at the expense of Seafield, with the
  Internal Revenue Service within the remedial amendment period
  provided by Code 401(b) and regulatory guidance thereunder. 
  Seafield agrees to indemnify the Company and Anuhco from all loss
  or liability resulting from the failure to timely obtain any such
  approval.
  
            (c)  Administration.  To the best of Stockholders'
  knowledge, each such Plan has been administered to date in material
  compliance with the requirements of the Code and of ERISA, and all
  reports required by any governmental agency with respect thereto
  have been timely filed.
  
            (d)  Claims.  There is no litigation and there are no
  proceedings before the U.S. Department of Labor, the Internal
  Revenue Service or any other commission or administrative or
  regulatory authority pending against the Company or against any
  fiduciary of any such Plan relating to claims for benefits
  thereunder or relating in any way to the maintenance or operation
  of such Plans; and, to the knowledge of Stockholders, no such
  litigation or proceeding has been threatened.  Except for IRS
  audits of Seafield that are ongoing, there are no audits now being
  conducted of any such Plan by the Department of Labor or Internal
  Revenue Service, and, to the knowledge of Stockholders, none have
  been scheduled or noticed.
  
            (e)  Prohibited Transactions.  To the best of
  Stockholders' knowledge, the Company has not engaged in (A) any
  transactions in violation of Section 406 of ERISA for which no
  exemption exists under Section 408 of ERISA, or (B) any "prohibited
  transaction", as that term is defined in Section 4975(c) of the
  Code, for which no exemption exists under Section 4975(d) of the
  Code.  To the knowledge of Stockholders, no fiduciary of any of the
  Plans has engaged in any such transactions.
  
            (f)  Plan Documents.  Stockholders have delivered to
  Anuhco, with respect to each of the Plans, correct and complete
  copies of (A) all current Plan documents and amendments, trust
  agreements and insurance contracts,  (B) the most recent IRS
  determination letter,  (C) the Annual Report (Form 5500 Series) and
  accompanying schedules, for each of the last three years as filed, 
  (D) the current summary plan description and summaries of material
  modifications relating to each Plan, and (E) the most recent
  financial statements.
  
            (g)  No Multi-Employer Plans and No Plans for Retirees. 
  Except as set forth in Schedule 4.20(g), the Company is not now and
  in the preceding six (6) years has not been obligated to contribute
  to a multi-employer pension plan as defined in Section 37(A) and
  ERISA, and has not incurred any liability on account of a "partial
  withdrawal" or a "complete withdrawal" (within the meaning of
  Sections 4203 and 4205, respectively, of ERISA) with respect to any
  multi-employer plan, and no Plan provides medical or death benefits
  (whether or not insured) with respect to current or former
  employees of the Company beyond their retirement or other
  termination of service (other than (A) coverage mandated by law, or
  (B) death benefits under any Plan intended to qualify under Section
  401(a) of the Code.
  
            (h)  Contribution Paid.  All accrued obligations of the
  Company whether arising by operation of law, by contract or by past
  custom, for payments to trusts or other funds or to any
  governmental body, with respect to unemployment compensation,
  social security, any Plan or any other benefits for employees of
  the Company as of the date hereof, have been paid when due, or
  adequate accruals therefor have been provided on the Financial
  Statements.  All reasonably anticipated obligations of the Company
  (whether arising by operation of law, by contract, by past custom
  or otherwise) for salaries, vacation, sick pay, personal day and
  holiday pay, bonuses and other forms of compensation which were
  payable to the employees of the Company as of date hereof have been
  paid or adequate accruals therefor have been made in the Financial
  Statements.  
  
       4.21  Commission Fees.  In connection with the transactions
  contemplated by this Agreement, no broker, finder or similar agent
  has been employed by or on behalf of Stockholders, the Company or
  the Subsidiary, and no person with which any of them has had
  dealings or communications of any kind is entitled to a commission
  or other compensation for which Anuhco may be liable.
  
       4.22  Disclosure.  No representation or warranty herein,
  including the Schedules hereto prepared by Stockholders, nor any
  information contained in the Financial Statements, the Exhibits to
  this Agreement or any certificate, statement, or other document
  delivered by the Stockholders, the Company or the Subsidiary
  hereunder, contains any untrue statement of material fact or omits
  to state a material fact necessary in order to make the statements
  contained therein or herein, in light of the circumstances under
  which they were made, not misleading.
  
       4.23  Trademarks and Similar Rights.  The Company or the
  Subsidiary own or are licensed or otherwise have the right to use
  all patents, trademarks, service marks, common trade names,
  copyrights, inventions, trade secrets, proprietary processes and
  other industrial and intellectual property rights listed on
  Schedule 4.23.  To the best of Stockholders' knowledge, no person
  or party has asserted or threatened to assert, any claim that the
  rights used by the Company or Subsidiary in the operation of their
  businesses infringes any rights owned or held by any other person,
  and there is no pending, or to Stockholders' knowledge,
  contemplated claim or litigation against the Company or Subsidiary
  contesting their right to use such.
  
       4.24  Related Party Transactions.
  
            (a)  Except as disclosed in Schedule 4.24, neither the
  Company nor Subsidiary is a party to or bound by any oral or
  written contract, agreement or understanding with or affecting
  McCarter, Seafield or any Affiliate of Seafield (as hereinafter
  defined) (i) with or affecting any person or entity related to the
  sharing of employees, services, or facilities or other assets; (ii)
  with any person or entity related to expense (including tax)
  sharing or the provision of management services; (iii) whereby they
  or either of them guarantee or otherwise assume a contingent
  obligation in respect of the obligation of another [except with
  respect to Bank of America which has been otherwise disclosed]; or
  (iv) whereby they or either of them are co-debtor, co-insured or
  share joint or common ownership of property with another.
  
            (b)  Except as disclosed in Schedule 4.24, neither
  McCarter nor Seafield nor any Affiliate of Seafield has any direct
  or indirect interest in, or serves as an officer, director,
  employee or consultant of any competitor, client or supplier
  (whether present or potential) of the Company.  Relationships
  described in this Section 4.24 (a) or (b) are herein collectively
  referred to as "Related Party Transactions".
  
            (c)  For purposes of this Section 4.24, an Affiliate is
  one who controls, is controlled by, or is under common control with
  Seafield.
  
       4.23  Environmental.  Neither the Company nor Subsidiary,
  since their respective dates of incorporation, has owned any
  interest in real property, been the operator of any site
  containing, or transported any hazardous materials.  For purposes
  of this Section 4.25, "hazardous materials" means without
  limitation any substance:  (i) the presence of which requires
  investigation or remediation under any federal, state or local
  statute, regulation, order, ordinance, action, guideline,
  requirement, permit, notice or policy; or (ii) which is reasonably
  considered to pose an actual or potential threat to the health or
  safety of persons entering the real property included as a part of
  the Purchased Assets; or (iii) which is or at any time becomes
  regulated as "hazardous," "toxic," a "pollutant", or a
  "contaminant" under any local, state or federal governmental
  authority; or (iv) which is toxic, explosive, corrosive, flammable,
  infectious, radioactive, carcinogenic, mutagenic, or otherwise
  hazardous which is or becomes regulated by any governmental
  authority; or (v) that contains gasoline, diesel fuel or other
  petroleum hydrocarbons or fraction thereof.  Such terms also
  includes, without limitation:  (i) asbestos and PCB-containing and
  polychlorinated biphenyl-containing equipment including
  transformers; (ii) any material, substance or waste defined as
  "hazardous waste" pursuant to Section 1004 of the Resource
  Conservation and Recovery Act (42 U.S.C. 6901 et seq.); (iii) any
  material, substance or waste defined as "hazardous substance"
  pursuant to Section 101 of the Comprehensive Environmental
  Response, Compensation and Liability Act (42 U.S.C. 9601, et
  seq.) or (iv) any material, substance or waste defined as
  "regulated substance" pursuant to Subchapter 9 of the Solid Waste
  Disposal Act (42 U.S.C. 6991, et seq.) or (v) any material,
  substance or waste regulated by the hazardous Materials
  Transportation Act (49 U.S. C. Appendix 1801, et seq.), the
  Federal Insecticide, Fungicide and Rodenticide Act, Federal
  Pesticide Act (7 U.S.C. 136, et seq.), the Federal Safe Drinking
  Water Act (42 U.S.C. 300(f), et seq.), the Toxic Substances
  Control Act (15 U.S.C. 2061, et seq.), the Clean Air Act (42
  U.S.C. 7401, et seq.) or the Clean Water Act (33 U.S.C. 1251,
  et seq.), and all other federal, state and local laws, statutes and
  ordinances applicable to Hazardous Materials, or any regulations
  promulgated pursuant thereto as well as any judicial or
  administrative interpretation thereof; all of the foregoing of
  which are hereinafter collectively referred to as the "laws".
  
  5.  Representations and Warranties of Anuhco.  Anuhco represents
  and warrants to Stockholders as follows:
  
       5.1  Organization, Powers and Qualifications.  Anuhco is duly
  organized, validly existing and in good standing under the laws of
  the State of Delaware, has all requisite corporate power and
  authority to own its properties and assets and carry on its
  business as now conducted.
  
       5.2  Authority; No Violation, Etc.  The execution and delivery
  of this Agreement and the consummation of the transactions
  contemplated hereby have been duly and validly authorized by all
  necessary action on the part of Anuhco, and this Agreement is a
  valid and binding obligation of Anuhco, enforceable in accordance
  with its terms (except as may be limited by general principles of
  equity to the enforcement of remedies or applicable bankruptcy,
  reorganization, insolvency, moratorium and similar laws affecting
  creditors' rights generally now or hereafter in effect).  Neither
  the execution and delivery by Anuhco of this Agreement nor the
  consummation by it of the transactions contemplated hereby will
  violate, cause a default (or give rise to any right or termination,
  cancellation or acceleration) under or require any consent,
  approval, notice or filing, pursuant to (a) any of the terms,
  conditions or provisions of any agreement, instrument or obligation
  to which Anuhco is a party, or by which it or any of its respective
  properties or assets may be bound, (b) the Articles or Bylaws of
  Anuhco, or (c) any statute, rule or regulation or any judgment,
  order, writ, injunction or decree of any court, arbitrator,
  mediator, administrative agency or governmental body, in each case
  applicable to either Anuhco, or any of its properties or assets.
  
       5.3  Commission Fees.  In connection with this Agreement or
  the transactions contemplated hereby, no broker, finder or similar
  agent has been employed by or on behalf of Anuhco, and no person
  with which Anuhco has had any dealings or communications of any
  kind is entitled to any brokerage commission, finder's fee or any
  similar compensation for which Stockholders would be liable.
  
       5.4  Disclosure.  No representation or warranty herein,
  including the Schedules hereto prepared by Anuhco, nor any
  information contained in the Exhibits to this Agreement or any
  certificate, statement, or other document delivered by Anuhco
  hereunder, contains any untrue statement of material fact or omits
  to state a material fact necessary in order to make the statements
  contained therein or herein, in light of the circumstances under
  which they were made, not misleading.
  
  6.  Conduct of Business of the Company and Subsidiary. 
  Stockholders, jointly and severally, warrant and covenant that,
  from and after the date hereof through the Closing, they will cause
  the Company and Subsidiary to conduct their businesses as follows:
  
       6.1  Business.  The Company and Subsidiary will conduct and
  operate their businesses diligently and substantially in the
  ordinary course consistent with past practice so as to protect and
  maintain such businesses and the goodwill they now enjoy.  The
  Company and Subsidiary will preserve intact their present business
  organizations, keep available the services of their present
  officers and employees, and make good faith efforts to preserve
  their relationships with customers and others having business
  dealings with them.  Except with the written approval of Anuhco, no
  Stockholder will execute, agree to, or allow to continue any
  Related Party Transaction except those disclosed in Schedule 4.24.
  
       6.2  Adverse Changes.  Neither the Company nor Subsidiary will
  take or omit to take any action which action or omission would
  cause any adverse change to occur in any material respect in their
  businesses, assets, liabilities, income, financial conditions,
  results of operations or prospects or waive any statute of
  limitations so as to expand any tax or other liability.
  
       6.3  Maintenance of Properties, Permits, Licenses, Etc.  The
  Company and Subsidiary will maintain all of their properties,
  assets, licenses and permits, used or useful in their businesses in
  present or better repair, order, and condition, except for
  reasonable wear and use and damage by fire and unavoidable casualty
  (subject, however, to the provisions of Section 6.12).
  
       6.4  Maintain Corporate Existence.  The Company and Subsidiary
  will maintain their corporate existences in good standing in their
  state of incorporation and their due qualifications in good
  standing in all jurisdictions in which they are qualified to do
  business.
  
       6.5  Capital Stock.  Neither the Company nor Subsidiary will
  make any change in their authorized, issued or outstanding capital
  stock or other securities or grant any options or other right to
  acquire, whether directly or contingently, any of their capital
  stock or other securities.
  
       6.6  Dividends.  Neither the Company nor Subsidiary will
  declare, set aside, or pay any dividend or make any redemption,
  repurchase or other distribution in respect of their capital stock
  and other securities.
  
       6.7  Employment; Compensation; Benefits.  Neither the Company
  nor Subsidiary will enter into any employment contract, increase
  the rate of compensation payable or to become payable by it to any
  officer or any other employee, or accrue or pay to any of its
  officers or employees any bonus, profit-sharing, retirement pay,
  insurance, death benefit, fringe benefit or other compensation,
  except that which shall have accrued in the ordinary course in
  connection with increases in compensation of non-officer employees
  or the operation of the existing employee benefit plans disclosed
  in Schedule 4.20, none of which shall be terminated or cancelled
  except as contemplated by this Agreement or as approved by Anuhco
  in writing.
  
       6.8  Liabilities and Obligations.  Neither the Company nor
  Subsidiary will incur or otherwise become liable for any
  liabilities or obligations (direct or indirect, contingent or
  fixed, matured or unmatured) of any material nature, whether
  arising out of contract, tort, statute or otherwise, including
  federal or state income tax liabilities, except (a) liabilities and
  obligations which are in the ordinary course of business consistent
  with past practice in prior periods and which do not have a
  material adverse effect on their financial condition and (b)
  liabilities and obligations fully covered by insurance other than
  any retained amounts.
  
       6.9  Capital Expenditures.  Neither the Company nor Subsidiary
  will, without the prior written approval of Anuhco, enter into or
  make commitments of a capital expenditure nature in excess of
  $5,000 in the aggregate.
  
       6.10  Sale of Assets.  Neither the Company nor Subsidiary will
  sell or dispose of any of their assets other than in the ordinary
  course consistent with past practice in prior periods.
       6.11  Leases; Contracts.  Neither the Company nor Subsidiary
  will enter into any lease or do any act or omit to do any act, or
  permit any act or omission to act, which act or omission will cause
  a breach of or a default in any Contract.
  
       6.12  Insurance.  The Company and Subsidiary will maintain in
  full force and effect all policies of insurance listed in Schedule
  4.17.  If any of the assets or properties owned or used by the
  Company or Subsidiary are damaged or destroyed by fire or other
  casualty, whether insured or uninsured, then, subject to the
  rights, if any, of the lessors or mortgagees thereof, either the
  Company or Subsidiary, as is the case, will promptly proceed with
  the repair, restoration or replacement thereof in such manner and
  at such location as Anuhco shall determine.
  
       6.13  Books and Records.  The Company and Subsidiary will
  maintain their books and records in the manner in which they are
  presently maintained.  After the Closing, Seafield agrees not to
  destroy any records or other documents maintained by it with
  respect to the Company without 30 days prior written notice to
  Anuhco and the Company, which notice shall provide to Anuhco and
  the Company the opportunity to review, copy or take possession of
  all or such portion of the records to be destroyed as they, in
  their discretion, shall determine.
  
       6.14  Compliance with the Laws and Regulations.  The Company
  and Subsidiary will operate their businesses in compliance in all
  material respects with all laws, rules and regulations applicable
  to them and to the conduct of their businesses.
  
       6.15  Encumbrances.  Except for Permitted Liens, neither the
  Company nor Subsidiary will mortgage, pledge or otherwise subject
  to any lien, security interest, encumbrance or charge of any nature
  any of their property or assets, or become committed so to do, or
  permit or suffer any of such property or assets to become subject
  to any mortgage, pledge, lien, security interest, encumbrance or
  charge of any nature.
  
       6.16  Amendment to Articles of Incorporation and By-Laws.
  
       Neither the Company nor Subsidiary will amend its Articles of
  Incorporation or By-Laws.
  
  7.  Covenants of the Stockholders and Anuhco.  Each Stockholder and
  Anuhco covenant and agree to and with each other as follows:
  
       7.1  Update of Information.  Between the date hereof and the
  Closing, if this Agreement is not executed at Closing, the
  Stockholders will promptly disclose to Anuhco in writing, and
  Anuhco will promptly disclose to Stockholders in writing,
  information of which they have knowledge (i) concerning any event
  that would render any representation or warranty of the
  Stockholders or Anuhco, respectively, untrue if made as of the date
  of such event, (ii) which renders any information set forth in the
  Exhibits or Schedules to be no longer correct in all material
  respects or (iii) which is known to arise after the date hereof and
  which would have been required to be included in the Exhibits and
  Schedules if such information had existed on the date hereof.
  
       7.2  Access to Business and Records.  Between the date hereof
  and the Closing, Anuhco and its officers, employees, attorneys,
  accountants and agents shall have full reasonable access to and the
  right to inspect, audit and copy the books, records, contracts,
  properties, and assets of the Company and Subsidiary, and to
  consult with officers, employees, attorneys, accountants and agents
  of the Company and Subsidiary.
  
       7.3  Efforts to Consummate.  Subject to the terms and
  provisions of this Agreement, each of the parties shall use its or
  his best efforts to take or cause to be taken all action and to do
  or cause to be done all things necessary, proper or advisable under
  applicable laws and regulations to consummate and make effective,
  on or before May 31, 1995 the transactions contemplated hereby,
  including, without limitation, the obtaining of all consents,
  authorizations, orders and approvals of any third party, whether
  private or governmental, required or appropriate in connection with
  such parties' performance of such transactions, and each of the
  parties hereto shall cooperate with the others in all of the
  foregoing.  If the parties are unable to consummate this
  transaction on or before May 31, 1995 neither party shall be
  obligated to pursue or close this transaction beyond such date.
  
       7.4  Non-Competition.
  
            (a)  For and in consideration of Anuhco's agreement to
  acquire Seafield's stock in the Company pursuant to this Agreement,
  Seafield agrees, whether acting directly or indirectly,
  individually or in concert with others, or through the medium of a
  corporation, partnership, proprietorship, syndication, association,
  joint venture, or otherwise, for five years from the Closing,
  within the states in which the Company is then conducting its
  business, not to compete with the Company or Subsidiary, or solicit
  or induce any employee, customer or potential customer of the
  Company to terminate his or its relationship with the Company or
  refrain from doing business with it.
  
            (b)  Seafield acknowledges that the provisions of Section
  7.4(a) are reasonable and necessary to protect the legitimate
  interests of Anuhco and, after the Closing, the Company and
  Subsidiary, and that any violation of any provision of such Section
  7.4(a) will cause irreparable injury to Anuhco and the Company. 
  Seafield acknowledges that Anuhco and the Company are entitled to
  appropriate injunctive relief in any court of competent
  jurisdiction to enforce their rights hereunder, in addition to any
  other rights available to them at law or in equity, and further
  agrees that in the event any court of competent jurisdiction shall
  finally hold that any provision of Section 7.4(a) is void or
  constitutes an unreasonable restriction, the provisions of Section
  7.4(a) shall not be rendered void but shall apply with respect to
  such extent as such court may judicially determine constitutes a
  reasonable restriction under the circumstances.
  
       7.5  Confidentiality.  From and after the Closing, Seafield
  will keep secret and confidential all trade secrets and
  confidential information heretofore or hereafter possessed by it
  concerning the Company, and further agrees that it will at no time
  use for any purpose whatsoever or disclose to any person, firm or
  corporation (other than the Company) any such information, except
  to the extent that such information is no longer a trade secret or
  confidential.  Unless this Agreement is fully consummated, Anuhco
  will (i) keep secret and confidential all trade secrets and
  confidential information heretofore or hereafter acquired by it
  concerning the Company, and (ii) will at no time use or disclose
  any such information to any person, firm or corporation, except to
  the extent that such information is no longer a trade secret or
  confidential.
  
       7.6  Public Announcement.  No party hereto shall, prior to
  Closing, make any public announcement regarding the transaction
  contemplated hereby without prior notice to the other parties
  hereto.
  
       7.7  Adjustments Because of Regulatory Disapproval. 
  
            (a)  The parties agree that in the event any license or
  permit required in the operation of the Company's business is
  revoked, suspended, terminated or otherwise affected as a result of
  the transaction contemplated hereby, or any act occurring before
  the Closing, the Purchase Price shall be adjusted and the
  corresponding amount immediately repaid by Stockholders, pro-rata,
  to Anuhco, in accordance with the following procedure:  For each
  month, or major fraction thereof, not to exceed 12 months, in which
  any such license shall be so suspended, terminated or otherwise so
  affected as to prevent the Company from conducting its normal
  business in the state issuing the same, the purchase price shall be
  reduced, and the Stockholders shall repay to Anuhco, an amount
  equal to the actual loss incurred by the Company which for purposes
  of this Agreement shall be defined as the amount of loans in place
  by the Company in the jurisdiction in which the license or permit
  is revoked, suspended, terminated or otherwise affected multiplied
  by 6% designed to represent the financing spread of the Company for
  the period between revocation, suspension, or termination and the
  date that a validly issued permit or license is reinstated.  In no
  event shall the purchase price adjustment exceed $500,000.  This
  purchase price adjustment shall not be subject to or reduce the
  Maximum Claim Amount set forth in Section 13.5, nor shall the
  purchase price adjustment be subject to the $50,000 threshold set
  forth in Section 13.5.  In the event of any such suspension,
  termination or other affect, Anuhco and the Company agree to use
  their best efforts and all due diligence to promptly obtain
  re-licensure.  
  
            (b)  Stockholders acknowledge that Company does not
  currently have a properly and validly issued license or permit
  which permits the operation of the Company's business as now and in
  the past conducted in Arizona.  In addition to the purchase price
  adjustment set forth in Section 7.7 and not subject to the maximum
  liability set forth in either Section 7.7(a) or Section 13.5,
  Stockholders agree to pay for all fees, costs, fines and expenses
  incurred in securing or reinstating a properly and validly issued
  license or permit which permits the operation of the Company's
  business as now and in the past conducted in Arizona.
  
       7.8  Pension Plans.
  
            (a)  Stockholders shall cause the Seafield 401(K) Savings
  Plan and the Seafield Money Purchase Pension Plan ("Seafield
  Plans") to provide (1) for full vesting of the accounts of all
  employees of Company in the Seafield Plans as of the Closing, (2)
  for retention of the account balances of all employees of Company
  in the Seafield Plans until the "trustee to trustee" transfer
  hereinafter described, (3) for a prohibition of new participant
  plan loans after the Closing for employees of the Company, and (4)
  for the "trustee to trustee" transfer to be made as hereinafter
  described.   Stockholders shall cause a "trustee to trustee"
  transfer of the account balances of all employees of Company who
  after the Closing remain employees of Company and participants in
  its qualified employee pension benefit plans, from the trustee of
  the Seafield 401(K) Savings Plan and the trustee of the Seafield
  Money Purchase Pension Plan to the trustee(s) of qualified employee
  pension benefit plans established by Company on or after the
  Closing.  Anuhco agrees to cause the Company to establish such
  qualified employee pension benefit plans within 30 days of Closing
  and to apply for and secure within the remedial amendment period of
  Code Section 401(b) favorable determination letters from the
  Internal Revenue Service on such plans.  Such "trustee to trustee"
  transfer shall occur as soon as practical after the Seafield Plans'
  valuation date which next follows the earlier of (i) Company's
  receipt of favorable determination letters on its newly established
  plans, (ii) nine months after the Closing (iii) or termination of
  the Seafield Plans.  The Stockholders shall ensure that the
  transfer satisfies all requirements of Code Section 414(l) and the
  regulations thereunder, and Anuhco shall ensure that the transfer
  satisfies all requirements of Code Section 411(d) and the
  regulations thereunder.  Such transferred account balances shall be
  in amounts equal to the entire account balances of such employees
  of the Company as of the valuation date described above.  Company
  agrees to reimburse Seafield for all additional expenses borne by
  Seafield resulting from the retention of the account balances of
  employees of Company after the Closing as set forth above. 
  Stockholders, Anuhco and Company acknowledge that Company shall no
  longer be a Participating Employer in the Seafield Plans after the
  Closing and shall execute such documents as necessary to accomplish
  that result.  The Company agrees to cooperate with the Seafield
  Plans' plan administrator to payroll deduct after the Closing all
  outstanding participant loan payments when due and owing by
  employees of Company.
  
            (b)  Anuhco shall not cause Company or Subsidiary to take
  any action with respect to the BMA Agency Software Division, Inc.
  Profit Sharing Plan and Trust (a/k/a Agency Resources, Inc. Profit
  Sharing Plan) without the express written consent of Stockholders,
  which consent shall not be unreasonably withheld.  Stockholders
  shall take all necessary actions, on behalf of Company (excluding,
  however execution of documents), to complete the termination of the
  BMA Agency Software Division, Inc. Profit Sharing Plan and Trust
  (a/k/a Agency Resources, Inc. Profit Sharing Plan) as soon as
  practical, and Company shall cooperate with Stockholders for such
  purpose.
  
       7.8  Welfare Plans.  
  
            (a)  The parties acknowledge and agree that certain
  health and welfare benefits are presently provided by the Company
  to its employees under insurance policies between the Company and
  Business Mens Assurance Company of America ("BMA"), that such
  policies are group experienced rated with certain health and
  welfare policies between Seafield and/or Seafield's Subsidiaries
  and BMA, and that under such policies an experience credit may be
  paid or made available by BMA based upon the group experience of
  all such policies.  The parties agree that any experience credit,
  which may be paid or made available by BMA under all or any such
  policies for policy years ending on or before July 31, 1995 is, and
  shall remain, the sole property of Seafield and/or Seafield's
  Subsidiaries, and Company waives any rights to such credit.
  
            (b)  The parties acknowledge that Seafield and its
  Subsidiaries provide certain employee health benefits under an
  insurance policy with BMA which is subject to a minimum premium
  funding amendment.  The parties also acknowledge that the Company's
  health insurance policy with BMA has been funded under such minimum
  premium funding amendment.  The parties agree that any premium
  adjustment (increase or decrease) under the minimum premium funding
  amendment resulting from the claims of the Company's employees,
  former employees or their dependents incurred on or prior to the
  Closing shall be the sole responsibility of Seafield to BMA and/or,
  if applicable, be paid or credited to the sole benefit of Seafield
  by BMA.  The parties further agree that any premium adjustment
  under the minimum premium funding amendment or other costs
  resulting from claims incurred by the Company's employees, former
  employees or their dependents after the Closing shall be the sole
  responsibility of the Company, and Anuhco agrees to cause the
  Company to timely pay to BMA such amounts as determined by BMA.
  
       7.10  Line of Credit.  Anuhco agrees that (a) Seafield will,
  at the Closing, terminate the line of credit which it has
  heretofore provided to the Company, and that (b) it will repay to
  Seafield any amounts drawn by the Company upon such line of credit
  as of the Closing.
  
       7.11  Income Tax Matters and Agreements.  
  
            (a)  Consolidated federal and state income tax returns. 
  Under that certain tax sharing agreement entered into by and among
  Seafield, Company and the other Seafield subsidiaries on August 1,
  1990  (the "Tax Sharing Agreement"), Company is responsible for the
  payment of its share of consolidated federal income taxes and any
  combined, consolidated or unitary state income taxes for all tax
  years or portions of tax years in which Company joins with Seafield
  in such income tax returns.  Company's rights and obligations under
  the Tax Sharing Agreement shall terminate upon the payment by
  Company to Seafield of the amount accrued on the Company's books,
  as of the Closing, for federal income tax and state income taxes
  with respect to which the Company joins with Seafield in filing of
  returns therefor, which payment Anuhco shall cause the Company to
  make promptly after finalization of such accruals.  The parties
  have agreed that the accrued amount of federal income tax through
  the Closing is $30,911.  After said payment is made, Company shall
  have no further payment obligations under the Tax Sharing Agreement
  for amounts due to Seafield or any taxing authority and shall have
  no ownership rights in any overpayments Company may have made to
  Seafield or any taxing authority under the Tax Sharing Agreement,
  or in any amounts that may be due to Company from Seafield under
  the Tax Sharing Agreement for reasons including, without
  limitation, any net operating losses used by the Seafield
  consolidated group attributable to Company tax items for all tax
  periods ending on or prior to the Closing Date and after the
  Closing Date.  Furthermore and regardless of any provision of this
  Agreement to the contrary notwithstanding, any adjustments to such
  income tax returns for tax periods ending on or prior to the
  Closing Date and after the Closing Date made after their original
  filing which are attributable to Company tax items and which result
  in either an assessment or a refund of state or federal income tax
  will be paid or collected by Seafield.  Company will have no
  further payment obligations resulting from any such deficiency or
  ownership rights in any refunds resulting from such adjustments. 
  Company shall have no right to amend or otherwise alter the
  Seafield consolidated federal income tax returns or state combined,
  consolidated or unitary income tax returns for any reason
  including, without limitation, to carry back Company post Closing
  net operating losses into such returns.
  
            (b)  Separately filed state and local income and
  franchise tax returns.  Company shall file all required separate
  state and local income and franchise tax returns and shall pay any
  and all applicable income and franchise taxes due and owing for all
  separate return tax periods ending both on or before the Closing
  Date and after the Closing Date.  Provided, however, that in the
  event Company, with Seafield's written approval, or any taxing
  authority makes any adjustments to such Company tax returns for tax
  periods ending on or prior to the Closing Date which result in an
  assessment or refund of taxes, Seafield shall reimburse Company for
  any said taxes paid by Company and Company shall remit to Seafield
  any refund received by Company attributable to such tax returns. 
  Said payment or remittance shall be made within five (5) days after
  payment of taxes or receipt of a refund by Company as the case may
  be.  Company shall not amend or otherwise adjust any such tax
  returns for any tax periods ending on or prior to the Closing Date
  without Seafield's written approval.
  
            (c)  Audits.  
  
                 (1)  Consolidated Audits.  In the event of a
  consolidated federal income tax audit or state combined,
  consolidated or unitary income tax audit, Anuhco shall cause
  Company to cooperate with and assist Seafield in any negotiations,
  appeals or other proceedings with the Internal Revenue Service and
  other taxing authorities and shall provide Seafield with any
  documents or other information requested by Seafield.  Consistent
  with such assistance and cooperation, Anuhco shall cause Company to
  make available to Seafield all reasonably necessary records and
  documents of Company including attorney and accountant privileged
  and confidential information necessary to respond to and defend
  such audits and shall not waive Company's privileges with respect
  to such information unless requested to do so by Seafield. 
  Seafield shall take all actions necessary to maintain the privilege
  with respect to privileged documents supplied to it hereunder, and
  shall not waive such privilege without prior notice to and consent
  of the Company, which consent shall not be unreasonably withheld.
  
                 (2)  Separate Return Audits.  In the event Company
  is notified of a review or audit of a state or local income or
  franchise tax return (collectively the "Audit Notice"), Company
  shall provide Seafield with a copy of the Audit Notice within five
  (5) days of its receipt.  Company shall permit Seafield to
  participate in the audit review, appeals, negotiations or any other
  proceedings with any and all tax authorities affecting Company's
  state or local income or franchise tax returns for all tax periods
  ending on or prior to the Closing Date.  Company shall cooperate
  fully with Seafield in any and all information required to
  successfully complete such proceedings.  Company shall not enter
  into any closing agreements, compromises, waivers, protests,
  extensions, elections, agreements or any other documents affecting
  Company's state or loan income or franchise tax liability without
  written approval from Seafield.
  
       7.13  Accreditation, Due Diligence and Sophistication Matters. 
  
            (a)  Anuhco has been provided an opportunity to ask
  questions of, and Anuhco has received answers thereto satisfactory
  to it from the Stockholders and their representatives regarding the
  terms and conditions of this Agreement and other matters pertaining
  to this transaction, and Anuhco has obtained all additional
  information requested of the Stockholders and their
  representatives.  Anuhco has investigated and is familiar with the
  affairs, financial condition and prospects of the Company and
  Subsidiary and has been given sufficient access to and has acquired
  sufficient information including the Schedules to this Agreement
  and all other information and documents as requested by Anuhco
  including but not limited to financial information, corporate
  records, tax returns, contracts, forms, leases and premium finance
  contracts and related documents about the Company and Subsidiary to
  reach an informed and knowledgeable decision to acquire the Shares.
  
            (b)  Anuhco has such knowledge and experience in
  financial affairs that it is capable of evaluating the merits and
  risks of this transaction.  Anuhco has not relied in connection
  with this transaction upon any representations, warranties or
  agreements other than those set forth in this Agreement and the
  Schedules and Exhibits hereto.  Anuhco's financial situation is
  such that it can afford to bear the economic risk of holding the
  Shares for an indefinite period of time.
  
            (c)  Anuhco is acquiring the Shares pursuant to this
  Agreement for its own account and not with a view to or for sale in
  connection with any distribution of all or any part of the Shares. 
  Anuhco acknowledges the Stockholders' understanding that the sale
  of the Shares hereunder is intended to be exempt from registration
  under the Securities Act of 1933, as amended (the "Securities
  Act").  
  
            (d)   Anuhco is an "Accredited Investor" within the
  definitions set forth in Securities Act Rule 501(a).
  
            (e)   No stockholder or any officer, employee, agent or
  affiliate of any Stockholder has made an representations or
  warranties to Anuhco, other as set forth herein.
  
            (f)  The Stockholders shall have no responsibility or
  liability for the Company's financial status or financial results
  of operations after Closing.  Anuhco shall not have any rights or
  remedies, except as provided herein, against the Stockholders based
  on the status or results of the Company after Closing, and no other
  representations or warranties are being made by Stockholders than
  those set forth herein.  Stockholders further disclaim any
  responsibility or liability with respect to projections made prior
  to Closing of financial results after Closing and Anuhco
  acknowledges that it has not relied on such projections in making
  the investment reflected herein.
  
            (g)  Nothing contained in this Section 7.12 is intended
  to limit in any way (i) any representation, warranty or covenant of
  the Stockholders, contained herein or in any document delivered
  pursuant hereto, or (ii) Anuhco's right to rely thereon.
  
       7.13  Access to Company Records Post Closing.  Anuhco shall
  cause Company to provide all reasonably necessary access and
  provide copies of business records or documents of Company to
  Stockholders, at their cost and expense, for any reasonably
  necessary business or regulatory need of Stockholders post closing. 
  Anuhco will provide to Stockholders copies of the Company's May 31,
  1995, financial statements promptly after the same are available in
  final form.  Such access shall include attorney and accountant
  privileged or confidential information.  Stockholders shall take
  all actions necessary to maintain the privilege with respect to
  privileged documents supplied to it hereunder, and shall not waive
  such privilege without prior notice to and consent of the Company
  which shall not be unreasonably withheld.
  
       7.14  Related Party Agreements.  All agreements between or
  among Company, Seafield or McCarter shall terminate as of the
  Closing unless otherwise expressly provided herein.  Any transfer
  between or among Company, Seafield, or McCarter occurring under
  such agreements or otherwise as of the Closing shall not violate
  any of the Representations or Warranties of the Stockholders.
  
  8.  Conditions to Obligations of Anuhco to Consummate Acquisition.
  
            The obligations of Anuhco to consummate the transactions
  provided for in this Agreement shall be subject to satisfaction, on
  or before the Closing, of the following conditions:
  
       8.1  Representations and Warranties True at Closing.  All
  representations and warranties of the Stockholders shall be true on
  and as of the Closing as though such representations and warranties
  were made at and as of such date, except as otherwise expressly
  stated herein.
  
       8.2  Opinion of Counsel for Stockholders.  Anuhco shall have
  received an opinion of counsel for Stockholders, reasonably
  satisfactory to Anuhco and its counsel.
  
       8.3  Resignations.  Anuhco shall have received signed
  resignations of such of the directors of the Company as Anuhco
  designates.
  
       8.4  Consulting and Assignment Agreement.  Seafield shall have
  executed the Consulting and Assignment Agreement in the form of
  Exhibit 1.
  
       8.5  Employment Agreement.  McCarter shall have executed the
  Employment Agreement in the form of Exhibit 2.
  
       8.6  Bank Financing.  Bank of America shall either a) have
  agreed in writing to amendments to the Receivables Purchase
  Agreement of July 16, 1993, as set forth in the letter of such Bank
  to McCarter, dated May 11, 1995, and attached hereto as Exhibit 3;
  or b) Anuhco and Stockholders shall have mutually agreed to extend
  the period of time within which Bank of America shall make such
  agreement.
  
       8.7  Licenses, Permits, Etc.  Each state or other governmental
  unit identified on Schedule 8.7 by which the Company, as of the
  date hereof, is licensed to conduct its business, and which shall
  require, as a condition of such license, prior notice or
  application for approval of the transactions contemplated hereby,
  shall be so notified or a request for approval shall be filed with
  such state or governmental unit prior to the Closing.
  
       8.8  Performance of Covenants.  Stockholders shall have
  performed each and every obligation to be performed by them
  hereunder at or before the Closing.
  
  9.  Conditions to Obligation of Stockholders to Consummate the
  Acquisition.
  
            The obligation of Stockholders to consummate this
  transaction shall be subject to satisfaction, on or prior to the
  Closing, of the following conditions:
  
       9.1  Representations and Warranties True at Closing.  The
  representations and warranties of Anuhco shall be true on and as of
  the Closing, as though such representations and warranties were
  made at and as of such date, except as is otherwise expressly
  contemplated herein.
  
       9.2  Opinion of Counsel for Anuhco.  Stockholders shall have
  received an opinion of counsel for Anuhco, reasonably satisfactory
  to Stockholders and their counsel.
  
       9.3  Consulting and Employment Agreements.  Anuhco shall have
  executed, or caused the Company to execute and deliver, the
  Consulting and Assignment Agreement and Employment Agreement
  referred to in Sections 8.4 and 8.5 hereof.
  
       9.4  Performance of Covenants.  Anuhco shall have performed
  each and every obligation to be performed by it hereunder at or
  before the Closing.
  
       9.5  Bank Financing.  Seafield shall have received from Bank
  of America an unconditional release from any and all liability,
  fixed or contingent, under the Receivables Purchase Agreement dated
  July 16, 1993, among Company, Seafield and Bank of America.
  
  10.  Termination.
  
       On or prior to Closing
  
            (a)  Stockholders, by written notice to Anuhco, may
  terminate this Agreement in the event that any of the conditions
  precedent contained in Section 9 hereof to the performance of their
  obligations which are to be performed at or prior to such date
  shall not have been fulfilled prior to and cannot be fulfilled
  concurrent with the Closing and shall not have been waived by
  Stockholders, which termination shall not prejudice any claim for
  damages or other relief which Stockholders may have at law or in
  equity against Anuhco; and
  
            (b)  Anuhco, by written notice to Stockholders, may
  terminate this Agreement in the event that any of the conditions
  precedent contained in Section 8 hereof to the performance of
  Anuhco's obligations shall not have been fulfilled prior to and
  cannot be fulfilled concurrent with the Closing and shall not have
  been waived by Anuhco, which termination shall not prejudice any
  claim for damages or other relief which Anuhco may have at law or
  in equity against Stockholders.
  
            (c)  Except as otherwise provided herein, each of the
  parties to this Agreement shall pay all of its or his expenses
  incurred in connection with this Agreement and the transactions
  contemplated hereby, including without limitation the expenses of
  lawyers, accountants, investment bankers, appraisers, environmental
  consultants, and other advisors.
  
            (d)   Either party may terminate this Agreement if the
  transaction contemplated herein does not close on or before May 31,
  1995.
  
  11.  Counterparts.  This Agreement may be executed in two or more
  counterparts each of which shall be deemed an original, but all of
  such counterparts together shall be deemed to be one and the same
  instrument.  It shall not be necessary in making proof of this
  Agreement or any counterpart hereof to produce or account for any
  of the other counterparts.
  
  12.  Contents of Agreement, Parties in Interest, Assignment, Etc.
  
       This Agreement and the Exhibits and Schedules which are
  attached hereto and are incorporated herein set forth the entire
  understanding of the parties with respect to the subject matter
  hereof.  Any previous agreements or understandings between the
  parties regarding the subject matter hereof, including without
  limitation, the Confidentiality Agreement and Letter of Intent, are
  merged into and superseded by this Agreement; provided however that
  if this transaction is not closed Anuhco will continue to be bound
  by the confidentiality terms and conditions of the Letter of
  Intent.  This Agreement may not be assigned without the written
  consent of the parties.  All representations, warranties,
  covenants, terms and conditions of this Agreement shall be binding
  upon and inure to the benefit of and be enforceable by the
  respective successors and permitted assigns of the parties hereto. 
  Nothing herein express or implied is intended or shall be construed
  to confer upon or to give any person, other than the parties and
  their respective successors and permitted assigns, any rights or
  remedies under or by reason of this Agreement.
  
  13.  Indemnification.
  
       13.1  General Indemnification.  Subject to the terms and
  conditions hereinafter set forth, the Company, Subsidiary and
  Anuhco, and their respective officers and directors, and the
  successors and assigns of all thereof, shall be indemnified by
  Stockholders, jointly and severally, from and against any and all
  damages, losses, liabilities and expenses resulting from (a) the
  continued existence of, and the completion of the termination of,
  the BMA Agency Software Division, Inc. Profit Sharing Plan and
  Trust (a/k/a Agency Resources, Inc. Profit Sharing Plan) and/or the
  failure to maintain and operate said plan in material compliance
  with Section 401 of the Code and/or ERISA, (b) any inaccuracy in or
  breach or nonfulfillment of any representation, warranty,
  obligation, covenant, or agreement made or undertaken in or under
  this Agreement by Stockholders; (c) any third party claims arising
  from or as the result of any inaccuracy in or breach or
  nonfulfillment of any of the foregoing; and (d) all actions, suits,
  judgments, costs and expenses (including, without limitation,
  attorneys' fees) incident to items (a), (b) or (c) of this
  sentence.  Subject to the terms and conditions hereinafter set
  forth, Stockholders, fiduciaries of the Seafield Plans, and their
  successors, representatives and permitted assigns, shall be
  indemnified by Anuhco from and against any and all damages, losses,
  liabilities and expenses resulting from (a) any inaccuracy in or
  breach or nonfulfillment of any representation, warranty,
  obligation, covenant or agreement made or undertaken in or under
  this Agreement by Anuhco; (b) any third party claims arising from
  or as the result of any inaccuracy in or breach or nonfulfillment
  of any of the foregoing; (c) claims made by, or on behalf of,
  employees of Company, or third parties but only to the extent
  claiming on behalf of, or as beneficiaries of, employees of
  Company, directly or indirectly relating or resulting from the
  retention of the account balances of employees of Company in the
  Seafield Plans after the Closing and until the "trustee to trustee"
  transfer described in Section 7.8 including, without limitation,
  claims relating to the administration of such account balances for
  such period; and (d) all actions, suits, judgments, costs and
  expenses (including, without limitation, attorneys' fees) incident
  to items (a), (b) or (c) of this sentence.
  
       13.2  Claims Procedure.  Claims for indemnification hereunder
  shall be made as follows:
  
            (a)  Third Party Claims.  In the event that any claim or
  demand for which any party hereto would be entitled to
  indemnification under this Agreement is asserted or sought to be
  collected by a third party, the party(ies) seeking indemnity shall
  give a Claim Notice (as described in Section 13.3 hereof) to the
  party or parties from whom indemnity is sought.  The party(ies)
  from whom indemnity is sought shall have thirty (30) days from the
  date of delivery of the Claim Notice (the "Notice Period") to
  notify the party(ies) seeking indemnity whether or not the right to
  indemnity for such claim is disputed and, if disputed, the reasons
  therefor.
  
                 (1)  If the right to indemnity is not disputed by
  the party(ies) from whom indemnity is sought, such party(ies) shall
  assume the control and defense and/or settlement of such claim or
  demand, and the amount of any settlement or judgment and the costs
  and expenses of such defense shall be paid by such party(ies).  If
  the party(ies) seeking indemnity shall desire to participate in any
  such defense, such party(ies) may do so at its or their sole cost
  and expense, in which event no settlement of any claim or demand
  which would adversely affect the rights of the party(ies) seeking
  indemnity may be made without the written consent(s) of such
  party(ies), which consent(s) may not be unreasonably withheld. 
  Without limiting the generality of the foregoing, it shall not be
  deemed unreasonable to withhold consent to a settlement involving
  injunctive or other relief against the party(ies) seeking indemnity
  or their respective assets, employees or businesses.  The
  party(ies) seeking indemnity shall be kept fully informed of the
  status of any such claim or demand at all stages thereof,
  regardless of whether or not they participate in any such defense.
  
                 (2)  If the right to indemnity is disputed by the
  party(ies) from whom indemnity is sought or if such party(ies)
  shall fail to respond within the Notice Period, the party(ies)
  seeking indemnity shall have the right to control the defense
  and/or settlement of such claim or demand, and the amount of any
  settlement or judgment and the costs and expenses of such defense
  (including, without limitation, attorneys' fees incurred in
  connection therewith) may be the subject of a claim for
  indemnification under Section 13.2(b) hereof.  Nothing herein
  contained shall prohibit or limit the right of the party(ies)
  seeking indemnity hereunder to pursue such legal remedies as may be
  available to it or them to enforce such right of indemnity prior to
  or after the resolution of the third party's claim or demand.
  
                 (3)  The party(ies) seeking indemnity shall make
  available to the party(ies) from whom indemnity is sought and their
  attorneys and accountants all books and records of the party(ies)
  seeking indemnity relating to any such claim or demand and the
  parties agree to render each other such assistance as they may
  reasonably require in order to ensure the proper and adequate
  defense of any such claim or demand.
  
            (b)  Non-Third Party and Other Claims.  In the event of
  a claim or demand for which any party hereto would be entitled to
  indemnification under this Agreement which does not involve a claim
  or demand being asserted or sought to be collected by a third
  party, the party(ies) seeking indemnity shall give a Claim Notice,
  or in the case of claims or demands which have proceeded in the
  manner described in Section 13.2(a)(2), a second Claim Notice, with
  respect to such claim or demand to the party(ies) from whom
  indemnity is sought.  Unless disputed by the party(ies) from whom
  indemnity is sought by written notice within thirty (30) days of
  receipt of the claim notice to the party(ies) seeking indemnity
  stating the reasons therefor, each claim under this Section shall
  be paid within forty-five (45) days after the date of receipt of
  the Claim Notice therefor.  If any claim under this Section shall
  not be paid within such forty-five (45) day period, or if the
  party(ies) from whom indemnity is sought dispute such claim by
  written notices within such thirty (30) day period to the
  party(ies) seeking indemnity stating the reasons therefor, the
  party(ies) seeking indemnity shall have the right to commence legal
  proceedings for the enforcement of their rights hereunder, and
  shall be entitled to recover interest thereon at the rate of ten
  percent (10%) per year.
  
       13.3  Timing of Claim Notice.  Each Claim Notice shall be
  given by the party(ies) seeking indemnity as promptly as
  practicable after such party(ies) becomes or become aware of the
  claim or demand and the facts indicating that a claim for
  indemnification in respect of the same may be warranted; provided,
  however, that no such claim notice may be sent after the expiration
  of the time period provided in Section 13.5 herein.  Each Claim
  Notice shall specify the nature of the claim or demand, the
  applicable provision(s) of this Agreement or other instrument under
  which the claim for indemnity arising and the amount or the
  estimated amount thereof.  No failure or delay in giving a Claim
  Notice and no failure to include any specific information or any
  reference to the provisions of this Agreement or other instrument
  under which the claim for indemnification arises shall affect the
  obligation of the party(ies) from whom indemnification is sought,
  except to the extent that such failure or delay shall adversely
  affect the ability of such party(ies) to defend, settle or satisfy
  the claim or demand.
  
       13.4  Change of Control of Seafield.  If Seafield shall, prior
  to the expiration of its representations and warranties or prior to
  final resolution of any claims for indemnity made against it
  pursuant to this Section 13, be a party to a reorganization in
  which it is not the surviving corporation, or be subject to a
  change in its control, Seafield shall, unless the surviving
  corporation or new controlling person, as the case may be, shall in
  writing confirm to Anuhco the continuing liability of Seafield or
  such survivor by virtue of the terms hereof, deposit in escrow,
  with a bank in the Greater Kansas City Metropolitan Area as Anuhco
  shall specify, the sum of $250,000, as security for, and until the
  expiration of, its indemnity obligations hereunder, but in no event
  after expiration of the time period provided in Section 13.5,
  unless a claim is pending and unresolved.
  
       13.5  Indemnity Claims.  The maximum aggregate joint and
  several liability of Stockholders for Damages incurred by Anuhco
  with respect to claims arising from  breaches of warranty or
  representation, together with related legal expenses ("Warranty
  Claims") shall be $500,000 (the "Maximum Claim Amount").  All
  Warranty Claims against Stockholders under this Article 13 must be
  asserted in writing by Purchaser within one (1) year from the
  Closing Date, except that claims for breach of any warranty with
  respect to compliance by the Company with the Code or ERISA may be
  brought within the time provided in the statute of limitation
  applicable thereto.  Anuhco may not make any Warranty Claims
  against Stockholders until Anuhco has incurred Damages with respect
  to Warranty Claims that collectively exceed $50,000 in the
  aggregate.  Indemnity claims with respect to a breach by
  Stockholders of any covenant (as opposed to an alleged breach of
  warranty or representation) contained herein or with respect to the
  BMA Agency Software Division, Inc. Profit Sharing Plan and Trust
  (a/k/a Agency Resources, Inc. Profit Sharing Plan), shall not be
  subject to such Maximum Claim Amount, or the $50,000 threshold, but
  shall be brought within the above-mentioned one year period, except
  as earlier herein provided with respect to tax and ERISA matters. 
  Additionally, indemnity claims with respect to the purchase price
  adjustment set forth in Section 7.7(a) and for fees, costs and
  expenses incurred in securing or reinstating a license to operate
  in Arizona as set forth in Section 7.7(b) shall not be subject to
  such Maximum Claim Amount, or the $50,000 threshold.
  
  14.  Notices.  Any notices or other communications required or
  permitted hereunder shall be deemed to have been given when sent by
  certified or registered mail, postage prepaid, addressed as
  follows:
  
       if to Seafield, to:      James R. Seward 
                                Seafield Capital Corporation
                                2600 Grand Avenue, Suite 500
                                P.O. Box 410949
                                Kansas City, MO 64141
  
       with a copy to:          James A. Polsinelli, Esq.
                                Polsinelli, White, Vardeman 
                                  & Shalton
                                700 W. 47th Street, Suite 1000
                                Kansas City, MO 64112
  
       if to McCarter:          2340 Guilford Lane 
                                Mission Hills, KS 66208 
  
       and if to Anuhco:        Anuhco, Inc.
                                Attn:  President
                                9393 W. 110th Street, Suite 100
                                Overland Park, KS 66210
  
       with a copy to:          Kent E. Whittaker, Esq.
                                Hillix, Brewer, Hoffhaus,
                                Whittaker & Wright, L.L.C.
                                2420 Pershing Road, Suite 400
                                Kansas City, MO 64108
  
  or to such other persons and addresses as have been furnished by
  either party to the other in writing.  No notice, waiver, consent
  or approval required or permitted hereunder shall be deemed
  effective unless given in writing.
  
  15.  Confidentiality.  Until the Closing, (i) any party may make
  such disclosures as it reasonably considers are required by law,
  but each party will notify the other parties in advance of any such
  disclosure, (ii) advisors to the parties may place "tombstone"
  notices of the transaction in financial and legal newspapers and
  periodicals and (iii) the parties may disclose this Agreement, but
  not its terms, in such manner as such party deems in the exercise
  of good faith necessary or appropriate.  In the event that the
  transactions contemplated by this Agreement are not consummated for
  any reason whatsoever, the parties hereto agree not to disclose or
  use any confidential information they may have concerning the
  affairs of the other parties, except for information which is
  required by law to be disclosed.  Confidential information
  includes, but is not limited to:  customer lists and files, prices
  and costs, business and financial records, surveys, reports, plans,
  proposals, financial information, information relating to personnel
  contracts, stock ownership, liabilities and litigation.
  
  16.  Governing Law.  This Agreement shall be construed and
  interpreted in accordance with the laws of the State of Kansas
  without reference or regard to the conflicts of laws and rules of
  said state.
  
       IN WITNESS WHEREOF, this Agreement has been executed on the
  day and year first above written.
  
                                ANUHCO, INC.,
  
                                By: /s/ Timothy P. O'Neil
                                Timothy P. O'Neil
   
                                SEAFIELD CAPITAL CORPORATION
  
                                By: /s/ James R. Seward
                                James R. Seward
  
                                /s/ C. Ted McCarter
                                C. Ted McCarter
  
     
                                              Exhibit 10(a)
  
                 CONSULTING AND ASSIGNMENT AGREEMENT
  
       This Consulting Agreement is entered into this 31st day of
  May, 1995, by and between Seafield Capital Corporation, a Missouri
  corporation ("Seafield"), and Anuhco, Inc., a Delaware corporation
  ("Anuhco").
                             WITNESSETH:
  
       WHEREAS, the parties hereto have entered into a Stock Purchase
  Agreement (the "Agreement"), providing for the sale from Seafield
  to Anuhco of shares of capital stock of Agency Premium Resource,
  Inc., a Kansas corporation (the "Company"), and
  
       WHEREAS, prior to such sale Seafield has been involved in and
  familiar with the business of the Company, including membership on
  the Company's Board of Directors of three executive officers of
  Seafield, and
  
       WHEREAS, Seafield has also provided to or assisted the Company
  with a number of matters involved in the Company's operations,
  including, but not limited to negotiation and administration of
  bank financing, software development, insurance, employee benefit
  plans, taxes, internal audit and controls and the audit of
  financial statements (collectively the "Consulting Services"), and
  
       WHEREAS, Anuhco desires to have the services of Seafield
  available for the benefit of the Company, and Seafield is willing
  to consult on the same, and
  
       WHEREAS, Seafield has agreed to assign to the Company all of
  its ownership of and rights in computer software.
  
       NOW, THEREFORE, in consideration of the premises and the
  covenants and agreements hereinafter set forth, the parties hereto
  do hereby as follows:
  
  1.   Anuhco hereby engages Seafield, upon the terms and conditions
  herein set forth, to consult on the services herein specified, and
  Seafield accepts such engagement.
  
  2.   Seafield agrees, through one or more of its officers, to
  provide to the Company such advise with respect to the Consulting
  Services as may be reasonably requested from time to time by the
  chief executive officers of the Company or Anuhco, and further
  agrees to take all action necessary to transfer the assets and
  liabilities of the Company's employee benefit plans, and assist in
  obtaining required governmental approvals thereof, as set forth in
  the Agreement.
  
  3.   Seafield agrees to assign to the Company any and all of its
  ownership of and rights in the computer software referred to in
  Section 2 of the Agreement.
  
  4.   In consideration of the agreement to provide such consultation
  and the assignment of the computer software, Anuhco agrees to pay
  to Seafield, contemporaneously with the execution hereof, the sum
  of $1 million in cash, and to additionally hereafter pay, during
  the term hereof, all reasonable travel and other related expenses
  incurred by Seafield at the request of Anuhco or the Company and
  incident to Consulting Services provided hereunder.
  
  5.   The term of this Agreement shall be three (3) years from and
  after the date hereof.
  
  6.   This Agreement constitutes the full and complete agreement of
  the parties with respect to the subject matter hereof, and may be
  modified or amended only by a subsequent written and executed
  document.
  
  7.   The rights and obligations of the parties under this Agreement
  shall inure to the benefit of and be enforceable by the parties
  hereto and the Company, and the respective successors and assigns
  of all thereof.
  
  8.   This Agreement shall be governed by and construed in
  accordance with the laws of the State of Kansas.
  
       IN WITNESS WHEREOF, the parties hereto have caused this
  Consulting and Assignment Agreement to be executed as of the day
  and year first above written.
  
                         SEAFIELD CAPITAL CORPORATION
  
                         By: /s/ James R. Seward
                         James R. Seward
  
                         ANUHCO, INC.
  
                         By: /s/ Timothy P. O'Neil
                         Timothy P. O'Neil