JMC GROUP INC, S-4/A, 1996-07-15

JMC GROUP INC
S-4/A, 1996-07-15
INSURANCE AGENTS, BROKERS & SERVICE

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 1996

REGISTRATION NO. 333-5167
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------

AMENDMENT NO. 1

TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
JMC GROUP, INC.
(Exact name of registrant as specified in its charter)
--------------

DELAWARE (State or other 6400 (Primary Standard 95-2627415 (I.R.S.
jurisdiction of Industrial Classification Employer Identification
incorporation or Code Number) No.)
organization)

9710 SCRANTON ROAD, SUITE 100
SAN DIEGO, CALIFORNIA 92121
(619) 450-0055

(Address, including ZIP Code, and telephone number,
including area code, of registrant's principal executive offices)
--------------
JAMES K. MITCHELL
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
9710 SCRANTON ROAD, SUITE 100
SAN DIEGO, CALIFORNIA 92121
(619) 450-0055

(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
--------------

It is requested that copies of communications be sent to:

DAVID R. SNYDER, ESQ. DAVID A. STOCKTON, ESQ.
PILLSBURY MADISON & SUTRO LLP KILPATRICK & CODY
101 W. BROADWAY, SUITE 1800 1100 PEACHTREE STREET, SUITE 2800
SAN DIEGO, CALIFORNIA 92101 ATLANTA, GEORGIA 30309
(619) 544-3369 (404) 815-6444
--------------

Approximate date of commencement of proposed sale of the securities to the
public: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES
EFFECTIVE AND ALL OTHER CONDITIONS UNDER THE AGREEMENT AND PLAN OF MERGER (THE
"MERGER AGREEMENT") DATED MAY 20, 1996 BETWEEN JMC GROUP, INC., A DELAWARE
CORPORATION (THE "REGISTRANT"), AND USBA HOLDINGS, LTD., A GEORGIA CORPORATION
("USBA"), HAVE BEEN SATISFIED OR WAIVED.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
================================================================================
<PAGE>

JMC GROUP, INC.
----------------
CROSS-REFERENCE SHEET
(Pursuant to Item 501(b) of Regulation S-K)

<TABLE>
<CAPTION>
FORM S-4 LOCATION IN PROXY
ITEM NO. CAPTION STATEMENT/PROSPECTUS
-------- ------- --------------------
<S> <C>
A.INFORMATION ABOUT THE TRANSACTION.
1. Forepart of Registration Statement and Out-
side Front Cover Page of Prospectus.......... Facing Page; Cross-Reference Sheet;
Outside Front Cover Page

2. Inside Front and Outside Back Cover Pages of
Prospectus................................... Available Information; Incorporation
of Certain Documents by Reference;
Table of Contents

3. Risk Factors, Ratio of Earnings to Fixed
Charges and Other Information................ Summary; Risk Factors

4. Terms of the Transaction..................... Summary; The Merger and Related
Transactions; Description of JMCG
Capital Stock; Comparison of Rights
of Holders of JMCG Common Stock and
Holders of USBA Securities; Certain
Federal Income Tax Consequences of
the Merger

5. Pro Forma Financial Information.............. Unaudited Pro Forma Combined
Condensed Financial Information

6. Material Contacts with the Company Being
Acquired..................................... The Merger and Related Transactions

7. Additional Information Required for
Reoffering by Persons and Parties Deemed to
be Underwriters.............................. *

8. Interests of Named Experts and Counsel....... *

9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities.................................. *

B.INFORMATION ABOUT THE REGISTRANT.
10. Information With Respect to S-3
Registrants................................. *

11. Incorporation of Certain Information by
Reference................................... *

12. Information With Respect to S-2 or S-3
Registrants................................. Incorporation of Certain Documents by
Reference; Summary; Description of
JMCG

13. Incorporation of Certain Information by
Reference................................... Incorporation of Certain Documents by
Reference

14. Information With Respect to Registrants
Other Than S-2 or S-3 Registrants........... *

C.INFORMATION ABOUT THE COMPANY BEING ACQUIRED.
15. Information With Respect to S-3 Companies... *

16. Information With Respect to S-2 or S-3
Companies................................... *

17. Information With Respect to Companies Other
Than S-2 or S-3 Companies................... Summary; Information Regarding USBA;
Index to Financial Statements

D.VOTING AND MANAGEMENT INFORMATION.
18. Information if Proxies, Consents or
Authorizations are to be Solicited.......... JMCG Annual Meeting; The Merger and
Related Transactions; Proposal to
Effect a Name Change; Proposal to
Effect a Reverse Split; Election of
JMCG Directors; Incorporation of
Certain Documents by Reference

19. Information if Proxies, Consents or
Authorizations are not to be Solicited or in
an Exchange Offer........................ *
</TABLE>
- --------
* Not Applicable.
<PAGE>

JMC GROUP, INC.

9710 Scranton Road, Suite 100
San Diego, California 92121

July [ ], 1996

Dear Stockholder:

The Annual Meeting (the "JMCG ANNUAL MEETING") of Stockholders of JMC Group,
Inc. ("JMCG"), will be held on Monday, August 12, 1996 at 9:00 a.m., local
time, at the Ritz-Carlton Buckhead, 3434 Peachtree Street, N.E., Atlanta,
Georgia 30326.

At the JMCG Annual Meeting, you will be asked to consider and vote upon:

. The approval and adoption of an Agreement and Plan of Merger, dated May 20,
1996 (the "MERGER AGREEMENT"), by and between JMCG and USBA Holdings, Ltd.,
a Georgia corporation ("USBA"), providing for the merger (the "MERGER") of
a wholly-owned subsidiary of JMCG ("MERGER SUB") with and into USBA, as
described in the accompanying Proxy Statement/Prospectus.

. The approval and adoption of a change in the name of JMCG (the "NAME
CHANGE") to "USBA Holdings, Ltd.", to be effected through an amendment to
JMCG's Certificate of Incorporation. In addition to requiring the approval
of the stockholders, implementation of the Name Change is contingent upon
the effectiveness of the Merger.

. The approval and adoption of a one-for-three reverse stock split (the
"REVERSE SPLIT") of the issued and outstanding Common Stock, par value
$0.01 per share ("JMCG COMMON STOCK"), to be effected through an amendment
to JMCG's Certificate of Incorporation. In addition to requiring the
approval of the stockholders, implementation of the Reverse Split is
contingent upon the actual or impending effectiveness of the Merger.

. Three nominees for the JMCG Board of Directors to serve three-year terms;
however, in the event the Merger is approved and implemented, the current
JMCG Board of Directors, including nominees elected at the JMCG Annual
Meeting, will serve only until the effectiveness of the Merger at which
time the JMCG Board of Directors will be reconstituted pursuant to the
terms of the Merger Agreement (as described in the accompanying Proxy
Statement/Prospectus).

As part of the Merger Agreement, JMCG has agreed to effect the Name Change
and the Reverse Split contingent upon the effectiveness of the Merger (or
impending effectiveness in the instance of the Reverse Split) and approval by
the stockholders.

At the JMCG Annual Meeting, three nominees for the JMCG Board of Directors
will be elected to serve three-year terms. The accompanying Proxy
Statement/Prospectus includes information regarding JMCG
<PAGE>

management's three nominees (the "JMCG NOMINEES"); however, if the Merger is
approved by the stockholders, then the JMCG Board of Directors will be
reconstituted upon the effectiveness of the Merger in the manner provided in
the Merger Agreement. Approval of the Merger Agreement by the stockholders of
JMCG shall be deemed to be approval of the JMCG Board of Directors as so
reconstituted. Further information regarding the JMCG Board of Directors,
including information with respect to the individuals who will serve on the
reconstituted JMCG Board of Directors upon the effectiveness of the Merger, is
set forth in the accompanying Proxy Statement/Prospectus.

After careful consideration, the JMCG Board of Directors has unanimously
approved the Merger Agreement, the Name Change and the Reverse Split and has
determined that the Merger, the Name Change and the Reverse Split are in the
best interests of JMCG and its stockholders. The JMCG Board of Directors also
unanimously recommends the election of the JMCG Nominees. THE JMCG BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF (I) APPROVAL AND ADOPTION
OF THE MERGER AGREEMENT, (II) APPROVAL OF THE NAME CHANGE, (III) APPROVAL OF
THE REVERSE SPLIT AND (IV) ELECTION OF THE JMCG NOMINEES.

Accompanying this letter is a Proxy Statement/Prospectus relating to the
action to be taken by stockholders of JMCG at the JMCG Annual Meeting. The
Proxy Statement/Prospectus more fully describes the proposed Merger, Name
Change and Reverse Split, as well as the JMCG Nominees and the JMCG Board of
Directors as it would be reconstituted upon the effectiveness of the Merger.
Whether or not you plan to attend the JMCG Annual Meeting, please complete,
sign and date the accompanying proxy card and return it in the enclosed
prepaid envelope. If you attend the JMCG Annual Meeting, you may vote in
person even if you have previously returned your proxy card. Your prompt
cooperation will be greatly appreciated.

Sincerely,

James K. Mitchell
Chairman and Chief Executive Officer
<PAGE>

JMC GROUP, INC.

9710 Scranton Road, Suite 100
San Diego, California 92121

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Monday, August 12, 1996
----------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "JMCG
ANNUAL MEETING") of JMCG Group, Inc., a Delaware corporation ("JMCG"), will be
held on Monday, August 12, 1996, at 9:00 a.m., local time, at the Ritz-Carlton
Buckhead, 3434 Peachtree Street, N.E., Atlanta, Georgia 30326. The purpose of
the JMCG Annual Meeting will be to consider and vote upon the following
matters:

(1) The approval and adoption of an Agreement and Plan of Merger, dated May
20, 1996 (the "MERGER AGREEMENT"), by and between JMCG and USBA
Holdings, Ltd., a Georgia corporation ("USBA"), providing for the
merger (the "MERGER") of a wholly-owned subsidiary of JMCG ("MERGER
SUB") with and into USBA, as described in the accompanying Proxy
Statement/Prospectus.

(2) The approval and adoption of a change in the name of JMCG (the "NAME
CHANGE") to "USBA Holdings, Ltd.", to be effected through an amendment
to JMCG's Certificate of Incorporation. In addition to requiring the
approval of the stockholders, implementation of the Name Change is
contingent upon the effectiveness of the Merger.

(3) The approval and adoption of a one-for-three reverse stock split of the
issued and outstanding common stock (the "REVERSE SPLIT"), to be
effected through an amendment to JMCG's Certificate of Incorporation.
In addition to requiring the approval of the stockholders,
implementation of the Reverse Split is contingent upon the actual or
impending effectiveness of the Merger.

(4) Three nominees for the JMCG Board of Directors to serve three-year
terms; however, in the event the Merger is approved and implemented,
the current JMCG Board of Directors, including nominees elected at the
JMCG Annual Meeting, will serve only until the effectiveness of the
Merger at which time the JMCG Board of Directors will be reconstituted
pursuant to the terms of the Merger Agreement (as described in the
accompanying Proxy Statement/Prospectus).

(5) Such other business as may properly come before the JMCG Annual Meeting
or any adjournments or postponements thereof.

The JMCG Board of Directors has fixed the close of business on July 5, 1996
as the record date for determination of those stockholders entitled to notice
of and to vote at the JMCG Annual Meeting or any adjournments or postponements
thereof. Only stockholders of record at the close of business on that date
will be entitled to vote.

By Order of the Board of Directors,

James K. Mitchell, Chairman and Chief
Executive Officer

Date: July , 1996

SO THAT YOUR SHARES WILL BE REPRESENTED AT THE JMCG ANNUAL MEETING IN THE
EVENT YOU ARE NOT PERSONALLY PRESENT, PLEASE DATE, SIGN AND RETURN PROMPTLY
THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED. EXECUTION OF THE PROXY WILL
NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ARE PRESENT AT THE JMCG ANNUAL
MEETING.
<PAGE>

JMC GROUP, INC.

PROXY STATEMENT

----------------

PROSPECTUS

This Proxy Statement/Prospectus is being furnished to stockholders of JMC
Group, Inc., a Delaware corporation ("JMCG"), in connection with the
solicitation of proxies by the JMCG Board of Directors from the holders of
outstanding shares of JMCG's common stock, par value $0.01 per share ("JMCG
COMMON STOCK"), for use at the Annual Meeting of JMCG to be held on Monday,
August 12, 1996, at the Ritz-Carlton Buckhead, 3434 Peachtree Street, N.E.,
Atlanta, Georgia, and at any adjournment or postponement thereof (the "JMCG
ANNUAL MEETING"). Only holders of record at the close of business on July 5,
1996 (the "JMCG RECORD DATE") are entitled to notice of and to vote at the
JMCG Annual Meeting. On the JMCG Record Date, there were 6,218,898 shares of
JMCG Common Stock outstanding. At the JMCG Annual Meeting, the JMCG
stockholders will consider and vote upon: (i) an Agreement and Plan of Merger,
dated May 20, 1996 (the "MERGER AGREEMENT"), by and between JMCG and USBA
Holdings, Ltd., a Georgia corporation ("USBA"), providing for the merger (the
"MERGER") of a wholly-owned subsidiary of JMCG ("MERGER SUB") with and into
USBA; (ii) a change in the name of JMCG (the "NAME CHANGE") to "USBA Holdings,
Ltd.," to be effected through an amendment to JMCG's Certificate of
Incorporation (the "JMCG CHARTER") (implementation of which is contingent upon
the effectiveness of the Merger); (iii) a one-for-three reverse stock split of
the issued and outstanding JMCG Common Stock (the "REVERSE SPLIT"), to be
effected through an amendment to JMCG's Certificate of Incorporation
(implementation of which is contingent upon the actual or impending
effectiveness of the Merger); and (iv) three nominees for the JMCG Board of
Directors to serve three-year terms; however, in the event the Merger is
approved and implemented, the JMCG Board of Directors will be reconstituted at
the effective time of the Merger pursuant to the terms of the Merger
Agreement. A copy of the Merger Agreement is attached hereto as APPENDIX A.

Pursuant to the Merger, in which USBA will become a wholly-owned subsidiary
of JMCG, (i) the issued and outstanding shares of common stock of USBA will be
converted into shares of JMCG Common Stock at an exchange rate (the "EXCHANGE
FACTOR") determined based upon the average closing price of JMCG Common Stock
on the Nasdaq National Market (as reported in The Wall Street Journal) for the
20 business days ending on the third business day prior to the date of the
JMCG Annual Meeting, (ii) the issued and outstanding shares of preferred stock
of USBA will be converted, on a share-for-share basis, into shares of newly-
created Series A Preferred Stock of JMCG, par value $0.01 per share ("JMCG
PREFERRED STOCK"), and (iii) each then outstanding option or warrant to
acquire the common stock of USBA will be assumed by JMCG (the "ASSUMED
DERIVATIVE SECURITIES"). The JMCG Preferred Stock will be (1) entitled to a
cumulative annual dividend of $100.00 per share, (2) subject to redemption by
JMCG at any time in exchange for $1,000.00 per share plus any accrued but
unpaid dividends, (3) convertible into shares of JMCG Common Stock at a price
per share which is based upon the Exchange Factor, (4) entitled to a
liquidation preference of $1,000.00 per share plus any accrued but unpaid
dividends and (5) eligible to vote with shares of JMCG Common Stock on an as-
converted basis. Each Assumed Derivative Security will be converted into an
option or warrant to purchase a number of shares of JMCG Common Stock equal to
the number of shares of USBA common stock that were subject to such option or
warrant immediately prior to the Merger multiplied by the Exchange Factor, and
the exercise price therefor will be adjusted by dividing such exercise price
by the Exchange Factor. A detailed description of the Merger is set forth in
this Proxy Statement/Prospectus. See "THE MERGER AND RELATED TRANSACTIONS."

CERTAIN RISK FACTORS ARE DESCRIBED UNDER THE CAPTION "RISK FACTORS" AT PAGES
22 TO 26.

JMCG has filed a Registration Statement on Form S-4 with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as
amended (the "SECURITIES ACT"), covering the shares of JMCG Common Stock and
JMCG Preferred Stock to be issued in connection with the Merger as well as a
warrant to acquire shares of JMCG Common Stock which will be issued as a
result of the Merger (the "REGISTRATION STATEMENT"). This Proxy
Statement/Prospectus constitutes (i) the Prospectus of JMCG filed as part of
the Registration Statement and (ii) the Proxy Statement of JMCG relating to
the JMCG Annual Meeting at which the stockholders of JMCG will consider and
vote upon (A) the Merger and the Merger Agreement, (B) the Name Change, (C)
the Reverse Split and (D) three nominees for the JMCG Board of Directors.

This Proxy Statement/Prospectus, the enclosed Notice of JMCG Annual Meeting
and accompanying proxy card are first being mailed to JMCG stockholders on or
about July , 1996. This proxy solicitation is made by the JMCG Board of
Directors.

NEITHER THE MERGER NOR THE SECURITIES OF JMCG TO BE ISSUED IN THE MERGER
HAVE BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

----------------

The date of this Proxy Statement/Prospectus is July , 1996.
<PAGE>

AVAILABLE INFORMATION

JMCG is subject to the information reporting requirements of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and in accordance
therewith files reports, proxy statements and other information with the SEC.
Such reports, proxy statements and other information may be inspected and
copied at the public reference facilities maintained by the SEC at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549, and at the
SEC's regional offices located at (i) 500 West Madison Street, Suite 1400,
Chicago, Illinois 60601-2511 and (ii) 7 World Trade Center, 13th Floor, New
York, New York 10048. Copies of such material may be obtained by mail from the
Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.

JMCG has filed the Registration Statement with the SEC. This Proxy
Statement/Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the SEC. For further information, reference is
hereby made to the Registration Statement. Copies of the Registration
Statement and the exhibits and schedules thereto may be inspected, without
charge, at the offices of the SEC, or obtained at prescribed rates from the
Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents previously filed with the SEC by JMCG are
incorporated herein by reference:

1. Annual Report on Form 10-K for the year ended December 31, 1995;

2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1996; and

3. The description of JMCG Common Stock set forth in JMCG's Registration
Statement pursuant to Section 12 of the Exchange Act, and any amendment
or report filed for the purpose of updating such description.

Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Proxy Statement/Prospectus to the extent that a statement
contained herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Proxy Statement/Prospectus. Such
incorporation by reference shall not be deemed to specifically incorporate by
reference the information referred to in Item 402(a)(8) of Regulation S-K.

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES BY REFERENCE DOCUMENTS THAT ARE
NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THERE WILL BE PROVIDED WITHOUT
CHARGE TO EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROXY
STATEMENT/PROSPECTUS IS DELIVERED, UPON ORAL OR WRITTEN REQUEST OF ANY SUCH
PERSON, A COPY OF ANY OR ALL DOCUMENTS INCORPORATED HEREIN BY REFERENCE
(EXCLUDING EXHIBITS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE). REQUESTS FOR SUCH DOCUMENTS SHOULD BE DIRECTED TO CORPORATE
SECRETARY, JMC GROUP, INC., 9710 SCRANTON ROAD, SUITE 100, SAN DIEGO,
CALIFORNIA 92121 (TELEPHONE (619) 450-0055). IN ORDER TO ENSURE TIMELY
DELIVERY OF THE DOCUMENTS IN ADVANCE OF THE JMCG ANNUAL MEETING, ANY SUCH
REQUEST SHOULD BE MADE BEFORE AUGUST 2, 1996.

----------------

All information herein with respect to JMCG has been furnished by JMCG, and
all information herein with respect to USBA has been furnished by USBA. This
Proxy Statement/Prospectus may not be used for resales of JMCG securities that
will be issued to persons and parties deemed to be underwriters of such
securities.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED HEREIN IN CONNECTION WITH THESE
MATTERS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY JMCG OR USBA. NEITHER THE DELIVERY
HEREOF NOR ANY DISTRIBUTION OF SECURITIES MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF JMCG OR USBA SINCE THE DATE HEREOF OR THAT THE INFORMATION IN THIS
PROXY STATEMENT/PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF. THIS PROXY STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY (I) THE SECURITIES OFFERED BY THIS PROXY
STATEMENT/PROSPECTUS WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE
SUCH AN OFFER OR SOLICITATION OR (II) ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH THIS PROXY STATEMENT/PROSPECTUS RELATES.

i
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY................................................................... 1
The Companies........................................................... 1
JMCG Annual Meeting..................................................... 2
The Merger.............................................................. 2
Name Change............................................................. 10
Reverse Split........................................................... 11
Ownership of Securities by Certain Persons.............................. 11
Nominees to the JMCG Board of Directors................................. 11
Market for JMCG's Common Equity and Related Stockholder Matters......... 12
Dividends on JMCG Common Stock.......................................... 12
Summary Historical and Pro Forma Combined Condensed Financial Data...... 13
Comparative Per Share Data.............................................. 21
RISK FACTORS.............................................................. 22
INFORMATION REGARDING USBA................................................ 27
USBA MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.................................................... 29
INFORMATION REGARDING JMCG................................................ 33
JMCG ANNUAL MEETING ...................................................... 34
THE MERGER AND RELATED TRANSACTIONS....................................... 35
JMCG's Background of the Merger--Material Contacts and Board
Deliberations.......................................................... 35
JMCG's Reasons for the Merger........................................... 37
Opinion of JMCG's Financial Advisor..................................... 38
Cautionary Statement Concerning Forward-Looking Statements.............. 42
USBA's Background of the Merger--Material Contacts and Board
Deliberations.......................................................... 42
USBA's Reasons for the Merger........................................... 42
Effective Time of the Merger............................................ 43
Conversion of USBA Securities........................................... 44
Adjustment of the Exchange Factor....................................... 45
Effect of Reverse Split................................................. 46
Fractional Shares....................................................... 47
USBA Warrant............................................................ 47
Stock Ownership Following the Merger.................................... 47
Exchange of Converted USBA Shares....................................... 47
Interim Operations...................................................... 48
Acquisition Proposals................................................... 49
Accounting Treatment.................................................... 50
</TABLE>

ii
<PAGE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Affiliate Agreements..................................................... 50
Dissenters' Rights....................................................... 50
Conditions to the Merger................................................. 51
Termination of the Merger Agreement...................................... 52
Amendment of the Merger Agreement........................................ 53
Employment Agreements for Post-Merger Officers........................... 53
Post-Merger JMCG Board of Directors...................................... 54
Post-Merger Officers of JMCG............................................. 55
Vesting of Options for JMCG Board Members................................ 56
Post-Merger Principal Executive Offices.................................. 56
Rights Plan Amendment.................................................... 56
Required Vote............................................................ 56
CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER...................... 57
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION............... 59
OWNERSHIP OF USBA'S SECURITIES AND RELATED INFORMATION..................... 66
INTERESTS OF CERTAIN PERSONS............................................... 67
PROPOSAL TO EFFECT A NAME CHANGE........................................... 68
PROPOSAL TO EFFECT A REVERSE SPLIT......................................... 68
Effects of the Reverse Split............................................. 69
Federal Income Tax Consquences........................................... 70
Exchange of Shares....................................................... 70
Required Vote............................................................ 71
ELECTION OF JMCG DIRECTORS................................................. 71
Nominees................................................................. 71
Required Vote............................................................ 72
DESCRIPTION OF JMCG CAPITAL STOCK.......................................... 73
Common Stock............................................................. 73
Preferred Stock.......................................................... 73
Rights Plan.............................................................. 74
Options.................................................................. 75
Delaware Anti-Takeover Law and Certain Charter and Bylaw Provisions...... 75
Transfer Agent and Registrar............................................. 75
</TABLE>

iii
<PAGE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
COMPARISON OF RIGHTS OF HOLDERS OF JMCG COMMON STOCK AND HOLDERS OF USBA
SECURITIES............................................................... 76
General................................................................. 76
Anti-Takeover Protection................................................ 76
Appraisal Rights........................................................ 78
Amendments to Certificate or Articles of Incorporation.................. 78
Amendments to Bylaws.................................................... 79
Preemptive Rights....................................................... 79
Stockholder Action Without Meeting...................................... 79
Stockholder Action-Quorum Required...................................... 79
Special Meetings of Stockholders........................................ 80
Number and Election of Directors........................................ 80
Removal of Directors.................................................... 81
Indemnification of Directors, Officers, Agents and Employees............ 81
EXPERTS................................................................... 82
LEGAL MATTERS............................................................. 83
OTHER MATTERS............................................................. 83
JMCG ANNUAL REPORT AND QUARTERLY REPORT................................... 83
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS................................ 84
Appendix A--Agreement and Plan of Merger.................................. A-1
Appendix B--Certificate of Designation for JMCG Preferred Stock........... B-1
Appendix C--Opinion of J.C. Bradford & Co. LLC............................ C-1
</TABLE>

iv
<PAGE>

SUMMARY

The following is a summary of certain information contained elsewhere in this
Proxy Statement/Prospectus and in the documents incorporated herein by
reference. This summary is necessarily incomplete and selective and is
qualified in its entirety by the more detailed information contained in this
Proxy Statement/Prospectus (particularly in the specific sections of the Proxy
Statement/Prospectus referred to below), in the Appendices hereto and in the
documents incorporated herein by reference. Stockholders of JMCG and
shareholders of USBA are urged to read this Proxy Statement/Prospectus, the
Appendices hereto and the documents incorporated herein by reference in their
entirety, which taken together set forth all material information regarding the
Merger and the parties thereto. All information is presented without giving
effect to the proposed one-for-three reverse stock split.

This Proxy Statement/Prospectus and the documents incorporated herein by
reference contain, in addition to historical information, forward-looking
statements that involve risks and uncertainties. JMCG's actual results,
including JMCG's actual results following the Merger if effected, could differ
materially from the results discussed in the forward-looking statements.
Factors that could cause or contribute to such differences include those
discussed under "Risk Factors," as well as those discussed elsewhere in this
Proxy Statement/Prospectus and in the documents incorporated herein by
reference.

THE COMPANIES

JMCG

JMCG engages in annuity, insurance and mutual fund sales through arrangements
with financial institutions and the related servicing of products previously
sold. This business has historically been carried out through JMCG's
subsidiaries, James Mitchell & Co. and its subsidiaries ("JM&C") and Priority
Investment Services, Inc. ("PRIORITY"). JM&C and Priority are structured
marketing organizations that sell annuities, insurance products and mutual
funds as investment vehicles to customers of financial institutions through
relationships with banks and savings and loan associations and thrifts. JMCG's
products consist primarily of fixed and variable annuities underwritten by
independent life insurance companies (rated A or higher by A.M. Best) and
mutual fund shares.

JMCG is a Delaware corporation. Its executive offices are located at 9710
Scranton Road, Suite 100, San Diego, California 92121 and its telephone number
is (619) 450-0055. As used in this Proxy Statement/Prospectus, unless the
context indicates otherwise, "JMCG" refers to JMCG and its subsidiaries
(including JM&C and Priority).

Merger Sub

Prior to the effectiveness of the Merger, JMCG will establish Merger Sub as a
wholly-owned subsidiary for the sole purpose of effecting the Merger. Merger
Sub will have no material assets and will not engage in any activities except
in connection with the Merger.

Merger Sub will be incorporated in Georgia, its principal executive offices
will be located at 9710 Scranton Road, Suite 100, San Diego, California 92121
and its telephone number will be (619) 450-0055.

USBA

USBA is a financial services company which provides financial institutions
across the country with programs, products and financial expertise focused upon
improving shareholder value, market share and service quality. USBA has
established a program known as the Financial Diagnostic(C) that offers
financial institutions a comprehensive analysis of their financial performance
in key areas and then compares the results of this analysis to peer groups with
similar operating characteristics grouped by size, region and market. In order
to assist a client

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institution to compete more effectively within the industry, USBA has developed
an array of products and services intended to allow the institution to attract
and retain customers, generate fee income, provide quality products and
establish and maintain competitive positioning, while simultaneously enhancing
efficiency and profitability. USBA's products and services are provided to
financial institutions through its four subsidiaries: U.S. Banking Alliance,
Inc. ("ALLIANCE"), Diversified Consulting International ("DCI"), Financial
Suppliers, Inc. ("FSI") and ProActive, Inc. ("PROACTIVE").

USBA is a Georgia corporation. Its executive offices are located at Two
Concourse Parkway, Suite 650, Atlanta, Georgia and its telephone number is
(770) 804-5678. As used in this Proxy Statement/Prospectus, unless the context
indicates otherwise, "USBA" refers to USBA and its subsidiaries.

JMCG ANNUAL MEETING

Time, Date, Place and Purpose

The JMCG Annual Meeting will be held on August 12, 1996, at the Ritz-Carlton
Buckhead, 3434 Peachtree Street, N.E., Atlanta, Georgia. At the JMCG Annual
Meeting, the JMCG stockholders will consider and vote upon:

(1) The Merger Agreement providing for the Merger of Merger Sub with and
into USBA, causing USBA to become a wholly-owned subsidiary of JMCG;

(2) The Name Change, which is contingent upon the effectiveness of the
Merger, to change the name of JMCG to "USBA Holdings, Ltd.";

(3) The Reverse Split, which is contingent upon the actual or impending
effectiveness of the Merger, to effect a one-for-three reverse stock
split of the issued and outstanding shares of JMCG Common Stock; and

(4) Three nominees for the Board of Directors of JMCG to serve three-year
terms; however, in the event the Merger is approved and implemented,
the JMCG Board of Directors will be reconstituted at the effective time
of the Merger Agreement pursuant to the terms of the Merger Agreement.

JMCG Record Date and Vote Required

Only holders of record of JMCG Common Stock at the close of business on July
5, 1996 (the JMCG Record Date) are entitled to notice of and to vote at the
JMCG Annual Meeting. On the JMCG Record Date, there were 6,218,898 shares of
JMCG Common Stock outstanding.

The presence in person or by proxy of the holders of a majority of the
outstanding shares of JMCG Common Stock as of the JMCG Record Date is necessary
to constitute a quorum at the JMCG Annual Meeting.

THE MERGER

Effective Time of the Merger

The Merger will become effective upon the filing of a certificate of merger
with the Secretary of State of the State of Georgia (the "EFFECTIVE TIME"). It
is anticipated that the Effective Time will be on or about [August , 1996].
Upon consummation of the Merger, Merger Sub will merge with and into USBA, and
USBA will be the surviving corporation in the Merger (the "SURVIVING
CORPORATION"). So as not to be unduly confusing with JMCG (which proposes to
change its name to "USBA Holdings, Ltd." following the Merger), the Surviving
Corporation will change its name to USBA Financial.

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<PAGE>

Conversion of USBA Securities

As a result of the Merger, the Surviving Corporation will be a wholly owned
subsidiary of JMCG, and the issued and outstanding securities of USBA will be
converted as follows:

USBA Common Shares. Each share of the common stock, par value $1.00 per
share, of USBA (the "USBA COMMON SHARES") issued and outstanding immediately
prior to the Effective Time shall be converted into 14.513207 (the "EXCHANGE
FACTOR") shares of JMCG Common Stock; provided, however, that the Exchange
Factor is subject to adjustment as set forth below. On May 20, 1996 (the date
of the Merger Agreement), 326,466.54 USBA Common Shares were issued and
outstanding.

USBA Value Appreciation Rights. Each USBA Value Appreciation Right ("VAR")
issued and outstanding immediately prior to the Effective Time shall be
converted into an option to acquire a number of shares of JMCG Common Stock
equal to the number of USBA Common Shares subject to such VAR multiplied by the
Exchange Factor (a "VAR OPTION"). Each VAR Option shall be exercisable for
$0.01 per share of JMCG Common Stock and shall be and remain subject to the
vesting conditions of the original VAR; provided, however, that no VAR Option
shall be exercisable (i) prior to January 1, 1997 or (ii) for fractional shares
of JMCG Common Stock. On May 20, 1996 (the date of the Merger Agreement), VAR
Options to acquire 86,950 USBA Common Shares were outstanding.

USBA Options. Each option to acquire USBA Common Shares outstanding
immediately prior to the Effective Time (a "USBA OPTION") shall be deemed to be
automatically converted into an option (a "JMCG OPTION") to purchase that
number of shares of JMCG Common Stock as is determined by multiplying the
number of USBA Common Shares for which such USBA Option was exercisable
(assuming full vesting) by the Exchange Factor. The exercise price per share of
JMCG Common Stock for each such JMCG Option shall be determined by dividing the
exercise price per USBA Common Share for the applicable USBA Option by the
Exchange Factor. As promptly as possible subsequent to the Effective Time, JMCG
shall file with the SEC registration statements on Form S-8 in respect of the
shares underlying JMCG Options and VAR Options. Each JMCG Option shall
otherwise be subject to the same terms and conditions as its predecessor USBA
Option; provided that the vesting schedule for each such JMCG Option shall be
the vesting schedule of the corresponding USBA Option in effect on May 20, 1996
(the date of the Merger Agreement) as if no "change of control" or other
acceleration of benefits event had occurred. By their approval and adoption of
the Merger Agreement, the stockholders of JMCG will be deemed to have approved
the JMCG Options and VAR Options, as well as any amendments to the JMCG
employee benefit plans to which such JMCG Options and VAR Options may relate as
shall be necessary or advisable to accomplish the issuance of the JMCG Options
and the VAR Options. On May 20, 1996 (the date of the Merger Agreement), USBA
Options to acquire 65,600 USBA Common Shares were outstanding (all at the
exercise price of $48.21 per USBA Common Share).

USBA Preferred Shares. Each share of the preferred stock, par value $1,000.00
per share, of USBA (the "USBA PREFERRED SHARES") issued and outstanding
immediately prior to the Effective Time shall be converted into one share of
JMCG Preferred Stock with the rights, preferences and privileges set forth in
the Certificate of Designation attached hereto as APPENDIX B (the "CERTIFICATE
OF DESIGNATION"). See "DESCRIPTION OF JMCG CAPITAL STOCK--Preferred Stock--
Series A Preferred Stock." The USBA Common Shares and the USBA Preferred Shares
to be converted pursuant to the Merger are referred to as the "CONVERTED USBA
SHARES." On May 20, 1996 (the date of the Merger Agreement), 3,758.131 USBA
Preferred Shares were issued and outstanding.

Adjustment of the Exchange Factor

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<PAGE>

Merger Agreement (representing the issued and outstanding capital of USBA on
the date of execution of the Merger Agreement) or (2) the average closing price
of JMCG Common Stock quoted on the Nasdaq National Market as reported by The
Wall Street Journal for the period of twenty (20) trading days immediately
preceding the third (3rd) business day prior to the date of the JMCG Annual
Meeting (the "AVERAGE PRICE") is less than or greater than four dollars
($4.00).

Differential in Capital Stock. In the event that the amount of USBA capital
stock at the Effective Time is greater than or less than as set forth in the
Merger Agreement, the Exchange Factor will be proportionally adjusted (with
reference, in the instance of derivative securities such as options, to the
Average Price). Management of JMCG is presently not aware of any circumstances
that would entail an adjustment in this regard.

Average Price Less than Four Dollars. If the Average Price is less than four
dollars ($4.00), but equal to or greater than three dollars ($3.00), then for
each whole cent ($0.01) of difference between four dollars ($4.00) and the
Average Price, the Exchange Factor shall be increased by the amount of
0.024189.

For example, at an Average Price of three dollars and fifty cents
($3.50), the Exchange Factor would be 15.722657 [14.513207 + (50 x
0.024189) = 15.722657].

Average Price Less than Three Dollars. If the Average Price is less than
three dollars ($3.00), then the Exchange Factor shall be set at the quotient of
(x) divided by (y) where (x) is equal to twenty-one million dollars
($21,000,000.00) divided by the Average Price and (y) is equal to 413,416.54
(the number of USBA Common Shares and VARs outstanding as of the date of the
Merger Agreement); provided, however, that JMCG is not obligated to give effect
to the Merger if (A) the Average Price is less than three dollars ($3.00)
and/or (B) the Exchange Factor is greater than 16.932107 (which is the Exchange
Factor, determined as provided above, at an average Price of $3.00).

For example, at an Average Price of two dollars and fifty cents
($2.50), the Exchange Factor would be 20.318490
[($21,000,000/$2.50)/413,416.54) = 20.318490].

In determining whether to give effect to the Merger in circumstances with an
Average Price of less than three dollars ($3.00), the JMCG Board of Directors
will take into account, consistent with its fiduciary duties, all relevant
facts and circumstances existing at the time, including, without limitation,
the continuing benefits of the Merger despite the increased number of shares
required to be issued in respect thereof and the advice of JMCG's financial
advisors and legal counsel. By approving the Merger Agreement, the JMCG
Stockholders would be permitting the JMCG Board of Directors to determine, in
the exercise of its fiduciary duties, to proceed with the Merger even though
the Average Price is below three dollars ($3.00) per share (and the Exchange
Factor is thus at least 16.932107).

Average Price Greater than Four Dollars. If the Average Price is greater than
four dollars ($4.00), but equal to or less than five dollars ($5.00), then for
each whole cent ($0.01) of difference between four dollars ($4.00) and the
Average Price, the Exchange Factor shall be decreased by the amount of
0.019351.

For example, at an Average Price of four dollars and fifty cents
($4.50), the Exchange Factor would be 13.545657 [14.513207 - (50 x
0.019351) = 13.545657].

Average Price Greater than Five Dollars. If the Average Price is greater than
five dollars ($5.00), then the Exchange Factor shall be set at the lower of (1)
the quotient of (x) divided by (y) where (x) is equal to thirty million dollars
($30,000,000.00) divided by the Average Price and (y) is equal to 413,416.54
(the number of USBA Common Shares and VARs outstanding as of the date of the
Merger Agreement) or (2) 12.578107 (which is the Exchange Factor, determined as
provided above, at an Average Price of $5.00).

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<PAGE>

For example, at an Average Price of five dollars and fifty cents
($5.50), the Exchange Factor would be 12.578107 [the lower of (1)
and (2) where (1) is ($30,000,000/$5.50)/413,416.54 = 13.193825].

Average Price Equal to Four Dollars. If the Average Price equals four dollars
($4.00), then the Exchange Factor shall equal 14.513207.

The following table illustrates, over a range of Average Prices, the number
of shares of JMCG Common Stock that may be issued to holders of USBA Common
Shares and USBA Preferred Shares. The table assumes (i) full conversion of JMCG
Preferred Stock (issued in exchange for USBA Preferred Shares) into shares of
JMCG Common Stock and (ii) full exercise of all VAR Options, but excludes (x)
any exercise of JMCG Options converted from USBA Options and (y) any exercise
of the warrant to acquire 4,149 USBA Common Shares which will be assumed by
JMCG in the Merger (and thereafter exercisable for JMCG Common Stock based upon
the Exchange Factor).

<TABLE>
<CAPTION>
SHARES OF JMCG COMMON SHARES OF JMCG
STOCK ISSUED TO FORMER COMMON STOCK ISSUED
AVERAGE HOLDERS OF USBA COMMON TO FORMER HOLDERS OF TOTAL SHARES OF JMCG
PRICE SHARES AND VARS USBA PREFERRED SHARES COMMON STOCK ISSUED
------- ---------------------- --------------------- --------------------
<S> <C> <C> <C>
$1.00 21,000,000 2,639,857 23,639,857
$2.00 10,500,000 1,319,928 11,819,928
$2.50 8,400,000 1,055,943 9,455,943
$3.00 7,000,000 879,952 7,879,952
$3.50 6,500,000 817,099 7,317,099
$4.00 6,000,000 754,245 6,754,245
$4.50 5,600,000 703,962 6,303,962
$5.00 5,200,000 653,679 5,853,679
$5.50 5,200,000 653,679 5,853,679
$6.00 5,000,000 628,537 5,628,537
$6.50 4,615,385 580,188 5,195,573
$7.00 4,285,714 538,746 4,824,460
</TABLE>

JMCG Preferred Stock

The JMCG Preferred Stock into which the USBA Preferred Shares will be
converted pursuant to the Merger is designated as "Series A Preferred Stock,"
with a par value of $0.01 per share, and consists of 3,758.131 shares. Holders
of JMCG Preferred Stock shall have the right to vote on an as-converted to JMCG
Common Stock basis, and the JMCG Preferred Stock and JMCG Common Stock shall
vote together as one class on all matters submitted to a vote of JMCG's
stockholders. As and when declared by the JMCG Board of Directors, holders of
the outstanding shares of JMCG Preferred Stock shall be entitled to receive an
annual cash dividend payment of $100.00 per share. Such dividends shall be
payable, in preference to any amounts paid or payable to holders of JMCG Common
Stock, out of any source lawfully available for the payment of dividends and
paid in four equal quarterly installments on the first business day of the
months of January, April, July and October in each year. JMCG has the right to
redeem, at a cash purchase price equal to $1,000.00 per share plus any and all
dividends accrued on such shares and unpaid on the date of redemption, any
amount of the outstanding shares of JMCG Preferred Stock as it deems necessary
or desirable upon 30 days' notice to holders of JMCG Preferred Stock. The JMCG
Preferred Stock may, at the option of any holder, be converted into fully paid
and non-assessable shares of JMCG Common Stock (the "CONVERSION RIGHT") at a
conversion rate determined by dividing (i) the product of the number of shares
of such holder's JMCG Preferred Stock multiplied by $1,000.00 by (ii) the
quotient of $72.3141 divided by the Exchange Factor (such quotient being the
"CONVERSION PRICE"). At the option of JMCG, accrued but unpaid interest on
converted shares of JMCG Preferred Stock may be paid in cash or converted into
JMCG Common Stock at an effective rate equivalent to

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<PAGE>

the Conversion Price. In the event of a liquidation, dissolution or winding up
of JMCG, whether voluntary or involuntary, after payment or provision for
payment of the debts and other liabilities of JMCG, the holders of the
outstanding shares of JMCG Preferred Stock are entitled to receive, out of the
assets available for distribution to the stockholders under the provisions of
any applicable law and only to the extent that such assets are available
therefor, $1,000.00 per share, plus any and all cumulative dividends accrued on
such shares and unpaid on the date of such liquidation, dissolution or winding
up (the "LIQUIDATION PAYMENTS"), before any payment shall be made or any assets
distributed to the holders of JMCG Common Stock. The holders of shares of JMCG
Preferred Stock, however, as holders of such shares, shall not participate with
the holders of shares of JMCG Common Stock in the distribution of any assets or
proceeds remaining after the payment of such Liquidation Payments to the
holders of shares of JMCG Preferred Stock.

Effect of Reverse Split

In the event the proposed one-for-three Reverse Split of the issued and
outstanding JMCG Common Stock is approved by the JMCG stockholders and
implemented prior to the Effective Time, then the Exchange Factor shall be
adjusted to reflect such Reverse Split. Otherwise, implementation of the
Reverse Split following the Effective Time shall result in modification of the
number of shares of JMCG Common Stock into which USBA Common Shares shall have
already converted pursuant to the Merger (as well as the number of shares of
JMCG Common Stock into which shares of JMCG Preferred Stock are then or
thereafter convertible).

Fractional Shares

Fractional shares of JMCG Common Stock will not be issued in connection with
the Merger. A holder of USBA securities otherwise entitled to a fractional
share will be paid cash (based upon the Average Price) in lieu of such
fractional shares.

USBA Warrant

USBA presently has outstanding a warrant arrangement permitting the holder to
acquire up to 4,149 USBA Common Shares at an exercise price of $48.21 per
share. At the Effective Time, such warrant arrangement will be assumed by JMCG
and the holder will be entitled to acquire a number of shares of JMCG Common
Stock equal to 4,149 multiplied by the Exchange Factor at an exercise price per
share equal to $48.21 divided by the Exchange Factor.

Stock Ownership Following the Merger

Based upon the number of USBA Common Shares and USBA Preferred Shares
outstanding as of the JMCG Record Date (before elimination of fractional shares
and assuming no exercise of dissenters' rights) and based upon a JMCG Common
Stock closing price of $3.1875 on July 11, 1996 (i.e., assuming such price
constituted the Average Price), an aggregate of 6,810,010 shares of JMCG Common
Stock (assuming full exercise of the VAR Options, but excluding the exercise of
other options and a warrant assumed by JMCG in the Merger as well as conversion
of 3,758.131 shares of JMCG Preferred Stock issued in the Merger into 856,069
shares of JMCG Common Stock) will be issued to USBA shareholders in the Merger.
Based upon the number of shares of JMCG Common Stock issued and outstanding as
of the JMCG Record Date (6,218,898), and after giving effect to the issuance of
such 6,810,010 shares of JMCG Common Stock in connection with the Merger,
former shareholders of USBA would hold approximately 52.27% of the total
outstanding shares of JMCG Common Stock.

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<PAGE>

the Average Price as set forth above). After giving effect to the full exercise
of such options and warrants and conversion of the JMCG Preferred Stock issued
in the merger into 856,069 shares of JMCG Common Stock, former shareholders of
USBA and holders of options and warrants to acquire USBA Common Shares would
hold approximately 58.63% of the total outstanding shares of JMCG Common Stock.

Reasons for Merger

The Merger offers many potential benefits which the respective managements
and Boards of JMCG and USBA believe will contribute to the success of the
combined companies, including the complementary nature of the businesses of
JMCG and USBA, and the opportunities for expansion of the JMCG and USBA
businesses through the existing and potential financial institution clients of
both entities. See "THE MERGER AND RELATED TRANSACTIONS--JMCG's Reasons for the
Merger" and "--USBA's Reasons for the Merger."

There are also certain possible risks associated with the Merger. See "RISK
FACTORS."

Recommendation of JMCG Board

The JMCG Board of Directors has unanimously approved the Merger Agreement and
believes that the Merger is fair and in the best interests of JMCG and its
stockholders. The JMCG Board of Directors unanimously recommends that the
stockholders of JMCG vote in favor of approval and adoption of the Merger
Agreement. See "THE MERGER AND RELATED TRANSACTIONS--JMCG's Reasons for the
Merger."

Recommendation of USBA Board

The USBA Board of Directors has unanimously approved the Merger Agreement and
believes that the Merger is fair and in the best interests of USBA and its
shareholders. The USBA Board of Directors unanimously recommends that the
shareholders of USBA vote in favor of approval and adoption of the Merger
Agreement. See "THE MERGER AND RELATED TRANSACTIONS--USBA's Reasons for the
Merger."

Opinion of JMCG Financial Advisor

J.C. Bradford & Co. LLC ("BRADFORD") has acted as financial advisor to JMCG
in connection with the Merger and has delivered to the JMCG Board of Directors
its written opinion, dated May 20, 1996, to the effect that, as of such date
and based upon and subject to certain matters stated therein, the consideration
to be paid in the Merger is fair from a financial point of view to the
stockholders of JMCG. The full text of the Bradford opinion, which sets forth
assumptions made and matters considered, is attached as APPENDIX C to this
Proxy Statement/Prospectus. Holders of JMCG Common Stock are urged to read such
opinion in its entirety. See "THE MERGER AND RELATED TRANSACTIONS--Opinion of
JMCG's Financial Advisor."

Summary of Federal Income Tax Consequences

The Merger is intended to qualify for federal income tax purposes as a
reorganization within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "CODE"). Assuming the Merger so qualifies as a
reorganization within the meaning of Section 368(a) of the Code, in general, no
gain or loss will be recognized by holders of Converted USBA Shares with
respect thereto on the surrender of their shares in exchange for JMCG Common
Stock or JMCG Preferred Stock, as the case may be, except with respect to cash
received in lieu of fractional shares, and no gain or loss will be recognized
by USBA or JMCG; provided, however, that the Merger will be a taxable event for
holders of Converted USBA Shares who perfect appraisal rights under the Georgia
Business Corporation Code (the "GBCC") and receive solely cash in exchange for
their Converted USBA Shares (such a holder should recognize capital gain or
loss, assuming that the shares are held by such holder as a capital asset at
the Effective Time, equal to the difference between the amount of cash

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<PAGE>

received and the holder's tax basis in the shares surrendered). Under the
Merger Agreement, it is a condition precedent to the respective obligations of
USBA and JMCG to consummate the Merger that each of USBA and JMCG will have
received an opinion of its respective counsel dated the date of the Effective
Time (the "CLOSING DATE") to the effect that the Merger will constitute a
reorganization within the meaning of Section 368(a) of the Code and that each
of USBA, JMCG and Merger Sub will be a party to the reorganization within the
meaning of Section 368(b) of the Code. For a further discussion of the federal
income tax consequences of the Merger, see "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES OF THE MERGER."

Because of the complexity of the tax laws and the individual nature of the
tax consequences of the Merger to each USBA shareholder, each such shareholder
should consult a tax advisor concerning the applicable federal, state, local
and foreign tax consequences of the Merger.

Accounting Treatment

Dissenters' Rights

In connection with the Merger, a holder of USBA Common Shares or USBA
Preferred Shares may be entitled to demand appraisal rights in respect of such
shares under Section 14-2-1321 of the GBCC ("SECTION 14-2-1321"), subject to
satisfaction by such shareholder of the conditions for appraisal rights
established by Section 14-2-1321. JMCG stockholders will not have appraisal
rights in the Merger. JMCG is not obligated to give effect to the Merger if six
and three-quarters percent (6.75%) or more of the total number of outstanding
shares of USBA (on an as-converted to USBA Common Shares basis) request
dissenters' rights in connection with the Merger. See "THE MERGER AND RELATED
TRANSACTIONS--Dissenters' Rights" and "--Conditions to the Merger."

Conditions to the Merger; Termination; Amendment

Consummation of the Merger is subject to the satisfaction of various
conditions, including, among others: (i) those described above relating to the
Federal income tax consequences of the Merger; (ii) the effectiveness of the
Registration Statement and the absence of any stop order suspending the
effectiveness thereof and no proceeding for that purpose having been initiated
by the SEC; and (iii) approval of the Merger Agreement and the Merger by the
stockholders of JMCG and the shareholders of USBA, respectively. JMCG is not
obligated to give effect to the Merger if (A) the Average Price is less than
$3.00 (or the Exchange Factor is greater than 16.932107), (B) the fairness
opinion of Bradford referred to above has been withdrawn or (C) Mr. Ronald D.
Wallace has not executed and delivered to JMCG an employment agreement
(discussed below). USBA is not obligated to give effect to the Merger if Mr.
James K. Mitchell has not executed and delivered to JMCG an employment
agreement (discussed below). On May 20, 1996, Messrs. Wallace and Mitchell
executed and delivered to JMCG their respective employment agreements.

The Merger Agreement may also be terminated under certain other
circumstances, including by mutual written consent of JMCG and USBA and by
either JMCG or USBA (i) if the other party is in material breach of any
representation, warranty or covenant contained in the Merger Agreement, (ii) to
allow such party to pursue a business combination (such as a merger, tender
offer or exchange offer) with another party on terms which are deemed superior
to the Merger, or if the other party has modified its recommendation of the
Merger or solicited or approved a proposal to effect a business combination, or
(iii) if the Merger is not consummated on or before September 30, 1996.

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<PAGE>

The Merger Agreement may be amended by the Boards of Directors of JMCG and
USBA at any time before or after the approval of the Merger Agreement by the
JMCG stockholders and the USBA shareholders, provided that after any such
approval has been obtained, no amendment of the Merger Agreement may be made
which materially changes the terms of the Merger Agreement without obtaining
such further approval. See "TERMS OF THE MERGER--Termination or Amendment of
Merger Agreement."

Consequences of Merger Agreement Termination

In the event that the Merger Agreement is terminated (i) by USBA because (A)
JMCG is in material breach of any representation, warranty or covenant
contained in the Merger Agreement or (B) the JMCG Board of Directors has
withdrawn or modified its recommendation of the Merger, solicited or approved
an Acquisition Proposal or approved or entered into an agreement with respect
to an Acquisition Proposal, or (ii) by JMCG because the Merger has not been
consummated on or before September 30, 1996, then a warrant issued to USBA in
connection with a Marketing Agreement (the "MARKETING AGREEMENT") entered into
between USBA and JMCG in January 1996 (see "THE MERGER AND RELATED
TRANSACTIONS--JMCG's Background of the Merger--Material Contacts and Board
Deliberations") to acquire 1,000,000 shares of JMCG Common Stock at $2.50 per
share from and after January 1, 1997 will become immediately exercisable at a
price of $1.4375 per share. See "THE MERGER AND RELATED TRANSACTIONS--
Termination of the Merger Agreement."

In the event that the Merger Agreement is terminated (i) by JMCG because (A)
USBA is in material breach of any representation, warranty or covenant
contained in the Merger Agreement or (B) the USBA Board of Directors has
withdrawn or modified its recommendation of the Merger, solicited or approved
an Acquisition Proposal or approved or entered into an agreement with respect
to an Acquisition Proposal, or (ii) by USBA because the Merger has not been
consummated on or before September 30, 1996, then USBA will pay to JMCG, at
JMCG's election, either a $1,000,000 payment in cash (the "TERMINATION
PAYMENT") or deliver to JMCG the amount of 18,182 USBA Common Shares (the
"TERMINATION SHARES") which are otherwise payable or deliverable by USBA to
JMCG under certain circumstances in the event the Marketing Agreement is
terminated. See "THE MERGER AND RELATED TRANSACTIONS--Termination of the Merger
Agreement."

Employment Agreement of Mr. Ronald D. Wallace

A condition of JMCG's obligation to effect the Merger is the execution and
delivery to JMCG by Mr. Ronald D. Wallace, presently the President and Chief
Executive Officer of USBA, of an employment agreement. Such employment
agreement, to be effective at the Effective Time, has been executed by the
parties. The employment agreement provides for service by Mr. Wallace as
President and Chief Executive Officer of JMCG and USBA as well as Vice Chairman
of JM&C. See "THE MERGER AND RELATED TRANSACTIONS--Employment Agreements for
Post-Merger Officers--Ronald D. Wallace."

Employment Agreement of Mr. James K. Mitchell

A condition of USBA's obligation to effect the Merger is the execution and
delivery to JMCG by Mr. James K. Mitchell, presently the Chairman and Chief
Executive Officer of JMCG, of an employment agreement. Such employment
agreement, to be effective at the Effective Time, has been executed by the
parties. The employment agreement provides for service by Mr. Mitchell as
Chairman of JMCG and Chairman and Chief Executive Officer of JM&C. See "THE
MERGER AND RELATED TRANSACTIONS--Employment Agreements for Post-Merger
Officers--James K. Mitchell."

9
<PAGE>

Post-Merger JMCG Board of Directors

At the Effective Time, the current members of the JMCG Board of Directors
will resign and the JMCG Board of Directors, which comprises three classes of
directors serving staggered terms of three years, will be reconstituted as
follows:

<TABLE>
<CAPTION>
TERM EXPIRING
NAME IN:
---- -------------
<S> <C>
James K. Mitchell.............................................. 1999
Ronald D. Wallace.............................................. 1999
James P. Cotton, Jr............................................ 1999
Gerald F. Schmidt.............................................. 1998
Edward J. Baran................................................ 1998
Barton Beek.................................................... 1998
Steven E. Raville.............................................. 1997
Charles H. Black............................................... 1997
Anthony M. Frank............................................... 1997
</TABLE>

Post-Merger Officers of JMCG

At the Effective Time, the following persons shall hold the executive officer
position(s) of JMCG indicated:

James K. Mitchell--Chairman of the Board of Directors
Ronald D. Wallace--President and Chief Executive Officer

Post-Merger Principal Executive Offices

Promptly following the Effective Time, the principal executive offices of
JMCG shall be relocated to Atlanta, Georgia (initially, in the office space
presently occupied by USBA).

Certain Effects of the Merger on the Rights of Holders of USBA Securities

Upon consummation of the Merger, the shareholders of USBA, a corporation
organized under the laws of Georgia, will become stockholders of JMCG, a
corporation organized under the laws of Delaware. The internal affairs of JMCG
are governed by the Delaware General Corporation Law (the "DGCL"), the JMCG
Charter and JMCG's By-Laws (the "JMCG BYLAWS"). The Merger will result in
certain differences in the rights of holders of USBA Common Shares and USBA
Preferred Shares. See "DESCRIPTION OF JMCG CAPITAL STOCK" and "COMPARISON OF
RIGHTS OF HOLDERS OF JMCG COMMON STOCK AND HOLDERS OF USBA SECURITIES."

NAME CHANGE

As part of their consideration of the Merger and the Merger Agreement, the
JMCG Board of Directors has unanimously approved an amendment to the JMCG
Charter, contingent upon the effectiveness of the Merger, to change the
corporate name of JMCG to "USBA Holdings, Ltd." The JMCG Board of Directors
recommends that stockholders vote in favor of approval and adoption of the Name
Change. See "PROPOSAL TO EFFECT A NAME CHANGE."

10
<PAGE>

REVERSE SPLIT

The JMCG Board of Directors has approved an amendment to the JMCG Charter
which would effect the Reverse Split (the "JMCG REVERSE SPLIT CHARTER
AMENDMENT"). The Reverse Split will cause all issued and outstanding shares of
JMCG Common Stock to be split, on a reverse basis, one-for-three. Accordingly,
the 6,218,898 shares of JMCG Common Stock issued and outstanding on the JMCG
Record Date would, as a result of the Reverse Split, be converted into
approximately 2,072,966 shares of JMCG Common Stock (with the precise number
depending upon the extent of fractional shares which will be converted to cash
based upon the closing price on the Nasdaq National Market for a share of JMCG
Common Stock on the trading day prior to implementation of the Reverse Split).
After giving effect to the Merger (e.g., assuming (i) an Average Price equal to
the closing price of JMCG Common Stock on July 11, 1996 of $3.1875 and (ii) the
issuance of an aggregate of 6,810,010 pre-split shares of JMCG Common Stock in
connection with the Merger (which number assumes full exercise of the VAR
Options, but excludes the exercise of other options and a warrant assumed in
the Merger as well as conversion of 3,758.131 shares of JMCG Preferred Stock
issued in the Merger into 856,069 pre-split shares of JMCG Common Stock)), the
13,028,908 shares of JMCG Common Stock issued and outstanding would, as a
result of the Reverse Split, be converted into approximately 4,342,969 shares
of JMCG Common Stock (with the precise number depending upon the extent of
fractional shares). See "PROPOSAL TO EFFECT A REVERSE SPLIT."

OWNERSHIP OF SECURITIES BY CERTAIN PERSONS

JMCG's Directors and executive officers and their affiliates beneficially
owned approximately 24% of the outstanding JMCG Common Stock as of the JMCG
Record Date. USBA's Directors and executive officers and their affiliates
beneficially owned approximately 39% of the outstanding USBA Common Shares as
of April 15, 1996 (excluding any conversion of USBA Preferred Shares).
Following the Merger and based upon such pre-Merger holdings, these persons
would beneficially own approximately 32% of the outstanding JMCG Common Shares
(assuming an Average Price of $3.1875 and full exercise of the VAR Options, but
excluding any conversion of JMCG Preferred Stock).

NOMINEES TO THE JMCG BOARD OF DIRECTORS

The stockholders of JMCG are being asked to elect three nominees to the JMCG
Board of Directors to serve three-year terms. As noted above, however, the JMCG
Board of Directors will be reconstituted at the Effective Time. The three
nominees, each of whom is presently a member of the JMCG Board of Directors,
have been unanimously recommended for election by the JMCG Board of Directors.

11
<PAGE>

MARKET FOR JMCG'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

JMCG Common Stock is principally traded on the Nasdaq National Market under
the symbol JMCG and is owned as of the JMCG Record Date by approximately 243
stockholders of record with approximately 1,200 beneficial owners. JMCG Common
Stock is also listed on the Pacific Stock Exchange (the "PSE") under the symbol
JMC, but the trading volume in JMCG Common Stock on the PSE is not material.
The following table reflects the high and low sales prices on the Nasdaq
National Market for JMCG Common Stock for the calendar quarters of each of
1994, 1995 and 1996 (to date).

<TABLE>
<CAPTION>
SALES PRICES
-------------
HIGH LOW
------ ------
<S> <C> <C>
1994
First Quarter.................................................. $9.375 $3.750
Second Quarter................................................. $4.750 $2.875
Third Quarter.................................................. $3.250 $1.375
Fourth Quarter................................................. $2.375 $1.250
1995
First Quarter.................................................. $1.875 $1.125
Second Quarter................................................. $1.625 $0.875
Third Quarter.................................................. $1.188 $0.625
Fourth Quarter................................................. $1.031 $0.688
1996
First Quarter.................................................. $3.125 $0.906
Second Quarter................................................. $4.125 $3.000
Third Quarter (through July 11)................................ $3.688 $2.938
</TABLE>

On April 2, 1996, the date prior to public announcement regarding the Merger,
the closing sale price for JMCG Common Stock on the Nasdaq National Market was
$3.375. On July 11, 1996, such closing price was $3.1875.

Prior to the Merger, no shares of JMCG Preferred Stock have been issued.
Following consummation of the Merger, JMCG Preferred Stock will be held only by
the approximately 29 current holders of USBA Preferred Shares. Accordingly, it
is anticipated that no market for such securities will develop.

There is no established trading market for USBA Common Shares or USBA
Preferred Shares. As of April 15, 1996 there were 51 holders of record of USBA
Common Shares and 29 holders of record of USBA Preferred Shares.

DIVIDENDS ON JMCG COMMON STOCK

No dividends were paid by JMCG during 1995 or to date in 1996. Future
dividends, if any, will be determined by JMCG's Board of Directors, based upon
JMCG's profitability, its cash position and other considerations deemed
appropriate.

12
<PAGE>

SUMMARY HISTORICAL AND PRO FORMA COMBINED CONDENSED FINANCIAL DATA

The following tables set forth (i) consolidated historical summary financial
data for the periods and as of the dates indicated for JMCG and its
consolidated subsidiaries and for USBA and its consolidated subsidiaries and
(ii) unaudited pro forma combined condensed summary financial data for the
periods and as of the dates indicated, giving effect to the Merger as if it had
been consummated on the first day of the respective periods presented for
income statement information and on March 31, 1996 for balance sheet
information. Pro forma adjustments made to arrive at the pro forma combined
condensed amounts are based on the purchase method of accounting and a
preliminary allocation of the purchase price. However, the results of
operations of the combined company subsequent to March 31, 1996 and further
review of the assets and liabilities of JMCG will affect the allocation of the
purchase price. Accordingly, the final pro forma combined amounts will differ
from those set forth below.

The following information should be read in conjunction with and is qualified
in its entirety by the consolidated financial statements and accompanying notes
of USBA included herewith (see "INDEX TO FINANCIAL STATEMENTS") and of JMCG
incorporated herein by reference (see "INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE"), and the unaudited pro forma combined condensed financial
statements and accompanying discussion and notes set forth herein under
"UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION." The Unaudited
Pro Forma Combined Condensed Summary Financial Data is intended for
informational purposes and is not necessarily indicative of the future
financial position or future results of operations of the combined company or
of the financial position or the results of operations of the combined company
that would have actually occurred had the Merger been in effect as of the dates
or for the periods presented.

JMC GROUP, INC.
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA
(IN THOUSANDS, EXCEPT SHARES AND PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THREE MONTHS
ENDED MARCH 31,
(UNAUDITED) FOR YEAR ENDED DECEMBER 31,
-------------------- ----------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net revenues............ $ 2,764 $ 4,554 $ 14,313 $ 32,148 $ 49,044 $ 38,130 $ 19,264
Cost of revenues........ 1,089 2,004 6,400 13,145 19,263 14,042 6,680
--------- --------- --------- --------- --------- --------- ---------
Gross profit............ 1,675 2,550 7,913 19,003 29,781 24,088 12,584
General and
administrative
expenses............... 1,809 3,135 10,581 18,519 21,175 16,509 10,566
Depreciation and
amortization........... 150 103 394 3,572 1,257 1,055 819
--------- --------- --------- --------- --------- --------- ---------
Operating profit (loss). (284) (688) (3,062) (3,088) 7,349 6,524 1,199
Other income, net....... 76 1,400 6,059 1,210 275 1,118 1,312
--------- --------- --------- --------- --------- --------- ---------
Income (loss) from
continuing operations
before
income taxes........... (208) 712 2,997 (1,878) 7,624 7,642 2,511
Income tax provision
(benefit).............. (76) 293 1,256 492 3,256 3,219 1,134
--------- --------- --------- --------- --------- --------- ---------
Income (loss) from
continuing operations.. (132) 419 1,741 (2,370) 4,368 4,423 1,377
Discontinued operations. -- -- -- -- 515 (2,912) 199
Extraordinary item...... -- -- -- -- -- -- 170
Accounting change....... -- -- -- -- -- 185 --
--------- --------- --------- --------- --------- --------- ---------
Net income (loss)....... $ (132) $ 419 $ 1,741 $ (2,370) $ 4,883 $ 1,696 $ 1,746
========= ========= ========= ========= ========= ========= =========
Primary earnings (loss)
per share(1)........... $ (0.02) $ 0.07 $ 0.28 $ (0.36) $ 0.69 $ 0.23 $ 0.24
========= ========= ========= ========= ========= ========= =========
Shares used in computing
primary earnings (loss)
per share.............. 6,199,000 6,199,000 6,201,000 6,494,000 7,010,000 7,532,000 7,176,000
BALANCE SHEET DATA (AT
END OF EACH PERIOD):
Total assets............ $ 9,800 $ 9,810 $ 9,512 $ 8,381 $ 15,427 $ 14,079 $ 50,324
Working capital......... 4,469 3,924 5,659 3,447 3,226 4,232 2,343
Long-term debt and
convertible preferred
stock.................. -- -- -- -- -- -- 35
Stockholders' equity.... 7,184 5,679 7,001 5,260 8,558 8,648 10,205
Book value per common
share.................. 1.16 0.92 1.13 0.81 1.22 1.15 1.42
Dividends paid per
common share........... -- -- -- 456 970 -- --
</TABLE>
- -------
(1) Earnings (loss) per common share are computed based on the weighted average
number of common shares outstanding during each period plus stock
equivalents when stock equivalents are not anti-dilutive.

13
<PAGE>

USBA HOLDINGS, LTD.
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA
(IN THOUSANDS, EXCEPT SHARES AND PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THREE
MONTHS ENDED
MARCH 31,
(UNAUDITED) FOR YEAR ENDED DECEMBER 31,
---------------- ---------------------------------------------
(UNAUDITED)
------------------
1996 1995 1995 1994 1993 1992 1991
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net revenues............ $ 3,162 $ 1,879 $ 9,046 $ 5,930 $ 3,902 $ 3,596 $ 4,291
Cost of revenues........ 1,404 1,103 5,749 2,563 2,085 -- (1) -- (1)
------- ------- ------- ------- ------- ------- -------
Gross profit............ 1,758 776 3,297 3,367 1,817 3,596 4,291
General and
administrative
expenses............... 737 767 2,845 2,445 1,591 3,680 4,243
Depreciation and
amortization........... 98 68 362 223 177 187 167
------- ------- ------- ------- ------- ------- -------
Operating profit (loss). 923 (59) 90 699 49 (271) (119)
Other expense, net ..... (51) (44) (240) (93) (142) (181) (372)
------- ------- ------- ------- ------- ------- -------
Income (loss) from
continuing operations
before income taxes.... 872 (103) (150) 606 (93) (452) (491)
Income tax provision
(benefit).............. 363 64 92 (275) (323) 2 --
------- ------- ------- ------- ------- ------- -------
Income (loss) from
continuing operations.. 509 (167) (242) 881 230 (454) (491)
Extraordinary item...... -- -- -- -- 242 466 701
Preferred dividends..... (94) (88) (361) (343) (149) (200) (200)
------- ------- ------- ------- ------- ------- -------
Earnings (loss)
available to common
shareholders........... $ 415 $ (255) $ (603) $ 538 $ 323 $ (188) $ 10
======= ======= ======= ======= ======= ======= =======
Primary earnings (loss)
per share(2)........... $ 1.25 $ (1.14) $ (2.12) $ 2.85 $ 1.86 $ (1.21) $ 0.06
======= ======= ======= ======= ======= ======= =======
Shares used in computing
primary earnings (loss)
per share.............. 332,000 225,000 284,000 189,000 174,000 156,000 155,000
BALANCE SHEET DATA (AT
END OF EACH PERIOD):
Total assets............ $15,321 $12,755 $15,368 $ 6,161 $ 3,849 $ 3,471 $ 3,589
Working capital......... 2,454 612 1,638 808 (622) (524) (933)
Long-term debt and
convertible preferred
stock.................. 4,135 3,748 4,183 3,748 3,598 3,847 3,822
Shareholders' equity
(deficit).............. 7,119 5,526 6,534 115 (1,163) (1,858) (2,036)
Book value per common
share.................. 21.82 18.61 20.25 0.60 (6.59) (11.55) (13.30)
Ratio of earnings to
fixed charges.......... 3.8 -- -- 1.7 -- -- --
</TABLE>
- --------

(1) Costs associated with consulting revenues such as consultant salaries are
included in general and administrative expenses for the years ended
December 31, 1992 and 1991.
(2) Earnings (loss) per common share are computed based on the weighted average
number of common shares outstanding during each period plus stock
equivalents when stock equivalents are not anti-dilutive.

14
<PAGE>

JMC GROUP, INC. AND USBA HOLDINGS, LTD.

PRO FORMA COMBINED CONDENSED BALANCE SHEET
MARCH 31, 1996
(UNAUDITED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
HISTORICAL
---------------- COMBINED
JMC USBA PRO FORMA COMPANY
GROUP, HOLDINGS, ADJUSTMENTS PRO
INC. LTD. (NOTE 1) NOTE FORMA
------ --------- ----------- ---- --------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents........... $4,135 $ 245 $ 4,380
Accounts receivable, net............ 984 4,716 5,700
Other current assets................ 1,966 1,560 3,526
------ ------- -------
Current assets..................... 7,085 6,521 13,606
Furniture, equipment and leasehold
improvements, net.................. 285 242 527
Other assets, net................... 2,430 1,299 $(1,487) (4) 2,242
Intangible assets, net.............. 7,259 19,422 (2) 26,681
------ ------- ------- -------
Total assets...................... $9,800 $15,321 $17,935 $43,056
====== ======= ======= =======
LIABILITIES
Accounts payable and other.......... $2,616 $ 2,240 $ 4,856
Notes payable and current portion of
long-term debt..................... 1,827 1,827
Deferred taxes...................... $ 4,600 (3) 3,004
(1,596) (8)
------ ------- ------- -------
Current liabilities................ 2,616 4,067 3,004 9,687
Long-term debt...................... 177 177
STOCKHOLDERS' EQUITY
Convertible preferred stock and
convertible debt................... 3,958 3,958
Common stock........................ 62 326 (275) (7) 113
Additional paid-in capital.......... 940 10,998 20,283 (7) 34,984
2,763 (6)
Preferred stock dividends in
arrears............................ (184) (184)
Retained earnings (deficit)......... 6,182 (4,021) (6,182) (5,679)
(1,658)
------ ------- ------- -------
Total stockholders' equity......... 7,184 11,077 14,931 33,192
------ ------- ------- -------
Total liabilities and
stockholders' equity............. $9,800 $15,321 $17,935 $43,056
====== ======= ======= =======
</TABLE>

See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial
Statements.

15
<PAGE>

JMC GROUP, INC. AND USBA HOLDINGS, LTD.

PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARES AND EARNINGS PER SHARE)

<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
USBA COMBINED
JMC GROUP, HOLDINGS, PRO FORMA COMPANY PRO
INC. LTD. ADJUSTMENTS (NOTE) FORMA
---------- --------- ----------- ------ -----------
<S> <C> <C> <C> <C> <C>
Revenues, net.............. $ 14,313 $ 9,624 $ 23,937
Cost of revenues........... 6,400 6,406 12,806
--------- ------- ----------
Gross profit............. 7,913 3,218 11,131
General and administrative
expenses.................. 10,581 3,202 $ 1,986 (8) 15,769
Depreciation and
amortization.............. 394 390 1,764 (5) 2,548
--------- ------- ------- ----------
Operating loss............. (3,062) (374) (3,750) (7,186)
Interest income (expense),
net....................... 244 (251) (7)
Other income, net.......... 5,815 5,815
--------- ------- ------- ----------
Income (loss) before income
taxes..................... 2,997 (625) (3,750) (1,378)
Income tax provision
(benefit)................. 1,256 (97) (1,342) (6) (183)
--------- ------- ------- ----------
Net income (loss).......... 1,741 (528) (2,408) (1,195)
Preferred dividends........ (361) (361)
--------- ------- ------- ----------
Net income (loss) after
preferred dividends....... $ 1,741 $ (889) $(2,408) $ (1,556)
========= ======= ======= ==========
Primary earnings (loss) per
share..................... $ 0.28 $ (3.13) $ (0.15)
========= ======= ==========
Shares used in calculating
primary earnings (loss)
per share................. 6,201,000 284,000 10,664,000
</TABLE>

See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial
Statements.

16
<PAGE>

USBA HOLDINGS, LTD.

PRO FORMA CONDENSED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1995

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARES AND EARNINGS PER SHARE)

<TABLE>
<CAPTION>
JAN/FEB 1995
(UNAUDITED)
----------------
HISTORICAL PRO FORMA
USBA PRO FORMA USBA
HOLDINGS, LTD. FSI PROACTIVE ADJUSTMENTS HOLDINGS, LTD.
-------------- ----- --------- ----------- --------------
<S> <C> <C> <C> <C> <C>
Revenues, net........... $9,046 $ 545 $ 33 $9,624
Cost of revenues........ 5,749 565 92 6,406
------ ----- ---- ------
Gross profit.......... 3,297 (20) (59) 3,218
General and
administrative
expenses............... 2,845 329 28 3,202
Depreciation and
goodwill amortization.. 362 6 22 390
------ ----- ---- ------
Operating profit (loss). 90 (355) (87) (374)
Other expense, net...... (240) (6) (5) (251)
------ ----- ---- ------
Loss before taxes....... (150) (361) (92) (625)
Income tax provision
(benefit).............. 92 (27) (162) (97)
------ ----- ---- ------
Net loss................ $ (242) $(361) $(65) $ (528)
====== ===== ==== ======
</TABLE>

Description of merger - USBA acquired Financial Suppliers, Inc. ("FSI") on
February 23, 1995 and ProActive, Inc. ("PRO") on February 28, 1995. All
activity since acquisition has been included in the consolidated historical
financial statements of USBA. The activity of the two subsidiaries for the
periodJanuary 1, 1995 until acquired (approximately two months), is shown
within the pro forma income statement for 1995 as if the acquisitions occurred
on January 1, 1995.

Amortization--Additional amortization of goodwill is required for the two
month period in 1995 for the subsidiaries. The amortization is based on
amortizable lives of 40 years and is as follows:

<TABLE>
<S> <C>
FSI............................................................. $ 13,000
PRO............................................................. 9,000
--------
Total additional amortization................................. $ 22,000
========

Income tax benefits--tax benefits have been recorded for the losses incurred
by the two subsidiaries for the two-month period in 1995. The benefit is as
follows:

FSI............................................................. $137,000
PRO............................................................. 25,000
--------
Total income tax benefit...................................... $162,000
========
</TABLE>

17
<PAGE>

JMC GROUP, INC. AND USBA HOLDINGS, LTD.

PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARES AND EARNINGS PER SHARE)

<TABLE>
<CAPTION>
HISTORICAL
--------------------
JMC USBA
GROUP, HOLDINGS, PRO FORMA COMBINED COMPANY
INC. LTD. ADJUSTMENTS (NOTE) PRO FORMA
--------- --------- ----------- ------ ----------------
<S> <C> <C> <C> <C> <C>
Revenues, net........... $ 2,764 $ 3,162 $(1,250) (4) $ 4,676
Cost of revenues........ 1,089 1,404 2,493
--------- ------- ------- ----------
Gross profit.......... 1,675 1,758 (1,250) 2,183
General and
administrative
expenses............... 1,809 737 2,763 (6) 5,309
Depreciation and
amortization........... 150 98 449 (5) 619
(78) (4)
--------- ------- ------- ----------
Operating profit (loss). (284) 923 (4,384) (3,745)
Interest income
(expense), net......... 69 (51) 18
Other, net.............. 7 7
--------- ------- ------- ----------
Income (loss) before
income taxes........... (208) 872 (4,384) (3,720)
Income tax provision
(benefit).............. (76) 363 (1,743) (8) (1,456)
--------- ------- ------- ----------
Net income (loss)....... (132) 509 (2,641) (2,264)
Preferred dividends..... (94) (94)
--------- ------- ------- ----------
Net income (loss) after
preferred dividends.... $ (132) $ 415 $(2,641) $ (2,358)
========= ======= ======= ==========
Primary earnings (loss)
per share.............. $ (0.02) $ 1.25 $ (0.21)
========= ======= ==========
Shares used in
calculating primary
earnings (loss) per
share.................. 6,199,000 332,000 11,281,000
</TABLE>

See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial
Statements.

<PAGE>

NOTES TO UNAUDITED PRO FORMA
COMBINED CONDENSED FINANCIAL STATEMENTS

(1) Pursuant to the terms of the Merger, USBA will become a wholly-owned
subsidiary of JMCG and (a) the USBA Common Shares will be converted into
shares of JMCG Common Stock at an exchange rate (referred to herein as the
Exchange Factor) determined based upon the average closing price of the
JMCG Common Stock for a defined period (referred to herein as the Average
Price), (b) the USBA Preferred Shares will be converted into shares of
newly-created JMCG Preferred Stock, and (c) each outstanding warrant or
option to purchase USBA Common Shares will be assumed by JMCG. The
accompanying combined condensed pro forma financial statements have been
prepared assuming an Exchange Factor resulting from an Average Price of
$3.50 per share.

At an Exchange Factor based on the $3.50 per share Average Price, the former
common stockholder interests of USBA will retain the larger portion of the
voting rights in the combined entity. Accordingly, the accompanying pro
forma condensed combined financial statements have been presented reflecting
the Merger as a reverse acquisition of JMCG by USBA, in which USBA is
considered the "accounting acquirer."

It should be noted, however, that the Merger terms provide that the Exchange
Factor is subject to adjustment. In the event of changes in the number of
shares of USBA stock outstanding just prior to the Merger, or in the event
that the Average Price is greater than or less than $3.50 per share for the
defined period, the Exchange Factor would change, thereby affecting the
number of shares to be issued to the former USBA shareholders. Accordingly,
the number of shares to be exchanged, and ultimately, the identity of the
accounting acquirer, is subject to factors which will be determined upon the
consummation of the transaction. In the event that the Exchange Factor
results in the former common shareholder interests of JMCG retaining the
larger portion of the voting rights in the combined entity (which would be
the case in the event that JMCG's Average Price exceeded approximately $4.60
per share), JMCG would likely be deemed the accounting acquirer, and the
Merger would be accounted for as an acquisition of USBA by JMCG.

The pro forma combined condensed financial statements give effect to the
Merger on a purchase accounting basis using a fair market value of $3.41 per
share for JMCG Common Stock, which represents the average market price of
the stock for a reasonable period before and after April 3, 1996, the date
of announcement of the Merger. As a result, the purchase price calculated
for accounting purposes totaled $22,006,000, which is the result of
multiplying the $3.41 per share market value described above by the
6,218,898 common shares of JMCG outstanding as of March 31, 1996, plus
$800,000 in estimated related costs to be incurred by JMCG and USBA.

The allocation of the purchase price is not expected to significantly change
from that shown on the pro forma balance sheet.

Fair value adjustments on JMCG identified intangibles:
Deferred commissions....................................... $10,000,000
Proprietary systems........................................ 1,500,000
-----------
Fair value of identified intangibles........................ 11,500,000
Excess of purchase price over fair market value of JMCG
assets
(transaction goodwill)..................................... 7,922,000
-----------
Total adjustment to intangible assets....................... 19,422,000
Deferred tax liability related to fair value adjustments.... (4,600,000)
-----------
Total allocated excess of purchase price over book value.... $14,822,000
===========
</TABLE>

19
<PAGE>

These intangible assets will be amortized as follows:

. Deferred commissions will be amortized on an accelerated basis, similar
to the "double declining balance" method of amortization over a 15-year
period.

. Proprietary systems will be amortized on a straight line basis over 10
years.

. Transaction goodwill will be amortized on a straight line basis over a
25-year period.

. Deferred taxes will be utilized as the fair value adjustments are
amortized.

(3) The deferred tax liability of $4,600,000 was established based on an
assumed 40% effective tax rate applied to the total of the fair value
adjustments to identified intangibles.

(4) In January 1996, JMCG paid USBA $1,250,000 for a consulting agreement in
conjunction with a marketing alliance established between the companies. In
addition, JMCG issued warrants to USBA to purchase JMCG Common Stock. These
warrants were valued at $315,000 to JMCG. JMCG accounted for both
transactions as a capitalized deferred asset while USBA recorded the
payment of the $1,250,000 as income. The pro forma adjustment reflects the
elimination of the $1,250,000 and the $315,000 value of the warrants, net
of the related amortization of the amounts deferred by JMCG of $78,000 in
the first quarter of 1996, for a net adjustment of $1,487,000 to other
assets.

(5) This pro forma adjustment is for the amortization of identified intangibles
and transaction goodwill for 1995 and the first quarter of 1996.

<TABLE>
<S> <C>
1995 amortization............................................. $1,764,000
==========
1st Quarter 1996 amortization................................. $ 449,000
==========
</TABLE>

(6) Pursuant to the Merger Agreement, USBA Value Appreciation Rights ("VARs")
outstanding are converted into options to purchase JMCG Common Stock.
Certain of these options are fully vested as of the consummation of the
Merger, while other options vest over time. The accompanying pro forma
statements of operations for the year ended December 31, 1995 and the three
months ended March 31, 1996 reflect compensation expense associated with
these options as if the Merger transaction had taken place at the beginning
of each respective period. Accordingly, the pro forma statement of
operations for the year ended December 31, 1995 reflects compensation
expense of $1,986,000 which has also been included in the $2,763,000 of
compensation expense recorded for the three-month period ended March 31,
1996.

(7) Preferred shares issued and outstanding assuming consummation of the Merger
as of March 31, 1996 are as follows:

<TABLE>
<S> <C> <C>
Shares issued to former USBA preferred shareholders...... 3,758
Par value per preferred share............................ X $100.00
-----------
$ 3,758,000
===========

Common shares issued and outstanding assuming consummation of the Merger as
of March 31, 1996 are as follows:
Shares held by JMCG common shareholders.................. 6,199,000
Shares issued to former USBA common shareholders (326,225
USBA common shares X 15.722657 exchange factor)......... 5,129,000
-----------
Total common shares outstanding.......................... 11,328,000
Par value per common share............................... X $0.01
-----------
Pro forma common stock balance........................... $ 113,000
===========
</TABLE>

(8) These pro forma adjustments represent the tax effect of the eliminating
entries described in note (4) and the adjustments to expense for inclusion
of the VAR's described in note (6).

20
<PAGE>

COMPARATIVE PER SHARE DATA

The following table reflects comparative information relating to book value,
cash dividends declared and primary earnings (loss) per common share (i) on a
historical basis for JMCG and USBA, (ii) on a pro forma basis for the combined
company assuming the Merger had been effected for the periods indicated and
(iii) on a pro forma basis equivalent to one USBA Common Share. The information
shown below should be read in conjunction with the historical consolidated
financial statements of JMCG and USBA, including the respective notes thereto,
and the unaudited pro forma combined condensed financial statements, including
the notes thereto, appearing elsewhere in this Proxy Statement/Prospectus or
incorporated herein by reference. See "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE," "UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS" and
"INDEX TO FINANCIAL STATEMENTS."

<TABLE>
<CAPTION>
AT OR FOR THE YEAR ENDED 12/31/95 AT OR FOR THE THREE MONTHS ENDED 3/31/96
--------------------------------------------- ----------------------------------------------------
USBA
HISTORICAL COMBINED EQUIVALENT HISTORICAL COMBINED USBA
------------------- COMPANY PRO -------------------- COMPANY EQUIVALENT
JMCG USBA PRO FORMA(1) FORMA(2) JMCG USBA PRO FORMA(1)(3) PRO FORMA(2)(3)
---------- -------- ------------ ---------- ---------- -------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Book value per common
share................. $ 1.13 $ 20.25 (4) (4) $ 1.16 $ 21.82 $ 2.58 $40.58
Shares used in book
value per common share
calculation........... 6,199,000 323,000 (4) (4) 6,199,000 326,000 11,328,000 N/A
Cash dividends declared
per common share...... 0 0 0 0 0 0 0 0
Primary earnings (loss)
per
common share(5)....... $ 0.28 $ (2.12) $ (0.15) $(3.51) $ (0.02) $ 1.25 $ (0.21) $(3.28)
Shares used for primary
earnings (loss) per
common share.......... 6,201,000 284,000 10,664,000 N/A 6,199,000 332,000 11,281,000 N/A
</TABLE>
- -------

(1) Shares used in calculating book value per common share represent the sum of
the outstanding shares at each respective date for JMCG plus the
outstanding shares at the respective date for USBA multiplied by the
exchange factor of 15.722657 (based on an Average Price of $3.50). Shares
used in the calculation of earnings per share involve a similar formula
based, however, on the weighted average shares outstanding instead of the
ending outstanding shares. Book value was calculated as total stockholders'
equity less convertible preferred stock and preferred debt outstanding as
of each respective date.

(2) Calculated by multiplying the Exchange Factor (which is assumed to be
15.722657, based upon an assumed Average Price of $3.50, for purposes of
this table) by the combined company pro forma amount of each item.

(3) Historical book values per common share and historical primary earnings
(loss) per common share at and for the three months ended March 31, 1996
include the effects of a marketing and consulting arrangement between USBA
and JMCG, as well as the value of a warrant to acquire shares of JMCG
Common Stock which was issued to USBA at the time such arrangement was
established. See "THE MERGER AND RELATED TRANSACTIONS--JMCG's Background of
the Merger--Material Contacts and Board Deliberations." These effects have
been eliminated for purposes of the combined company pro forma and the USBA
equivalent pro forma presentation at and for the three months ended March
31, 1996. If these effects had not been eliminated, book value per common
share for the combined company pro forma and the USBA equivalent pro forma
would have been higher by $0.08 and $1.18, respectively, and primary loss
per share for the combined company pro forma and the USBA equivalent pro
forma would have been lower by $0.06 and $0.81, respectively. See Note (4)
to Notes to Unaudited Pro Forma Combined Condensed Financial Statements.

(4) This item is not applicable as a pro forma balance sheet is presented for
March 31, 1996 only.
(5) Primary earnings (loss) per common share has been adjusted for preferred
dividends during the period.

21
<PAGE>

RISK FACTORS

The following are certain factors which should be considered carefully in
evaluating the proposals to be voted on at the JMCG Annual Meeting and the
acquisition of the securities offered hereby. For periods following the
Merger, reference to the products, business, financial results or financial
condition of JMCG should be considered to refer to JMCG and its subsidiaries,
including USBA (which shall be the survivor of the Merger with Merger Sub),
unless the context otherwise requires.

Declining Revenues and Losses. Over the past several years, JMCG has
experienced a continued decline in sales volume which generated a
corresponding decrease in revenues. The primary reason for this decline in
1995 was the transition and ultimate termination of JMCG's relationship with
Barnett Banks, Inc. ("BARNETT"). This accounted for 81% of the decrease in
sales volume in 1995. In the first quarter of 1996, JMCG transitioned its
relationship with First Tennessee Bank ("FIRST TENNESSEE") from a fully-
managed alternative investment sales program to a support services program.
This transition has resulted in decreased revenues from First Tennessee.
During 1995, Barnett and First Tennessee accounted for approximately 31% and
23%, respectively, of JMCG's commission revenues, and Barnett accounted for
approximately 50% of JMCG's total revenues. There can be no assurance that
JMCG will be able to replace the business formerly represented by Barnett or
First Tennessee, or otherwise restore sales volume or revenues to prior
levels, although management believes that the restructured relationship with
First Tennessee will generate pre-tax operating results that are comparable to
those under the prior arrangement with a substantially lower break-even
volume. JMCG's current contract with Central Fidelity National Bank ("CENTRAL
FIDELITY"), which accounted for 30% of JMCG's commission revenues in 1995,
expires on December 31, 1996, and Central Fidelity advised JMCG on July 1,
1996 that it does not intend to renew the contract. Representatives of Central
Fidelity and JMCG are presently negotiating the terms under which Central
Fidelity will internalize the present JMCG sales program. During the year
ended December 31, 1994, JMCG experienced a net loss of approximately
$2,370,000, but recognized net income of approximately $1,741,000 in 1995.
USBA's revenues grew from approximately $5,930,000 in 1994 to approximately
$9,046,000 in 1995; however, USBA experienced a loss of approximately $242,000
in 1995, compared to net income of approximately $880,000 in 1994.

Possible Difficulty in Integration of Certain Operations. JMCG and USBA have
entered into the Merger Agreement with the expectation that the Merger will
result in beneficial synergies for the combined companies. See "THE MERGER AND
RELATED TRANSACTIONS." Achieving the anticipated benefits of the Merger will
depend in part upon whether the integration of the businesses of JMCG and USBA
can be accomplished in an efficient and effective manner. There can be no
assurance that this will occur. The successful combination of the two
businesses will require, among other things, integration of their respective
product offerings and coordination of their sales and marketing efforts. The
difficulties of such integration will be increased by the necessity of
coordinating geographically separated organizations, each of which is national
in scope. The integration of certain operations following the Merger will
require the dedication of management resources which may temporarily distract
attention from the day-to-day business of the combined companies. There can be
no assurance that integration will be accomplished smoothly or successfully.
Failure effectively to accomplish the integration of the operations of the two
businesses could have an adverse effect on JMCG's results of operations, at
least in the short term.

Volatility of Stock Price. The market price of JMCG Common Stock has ranged
from a high of $9.375 to a low of $0.625 since January 1, 1994. The future
market price of JMCG Common Stock could be subject to wide fluctuations in
response to such factors as substantial variations in quarterly financial
results, announcements of new contracts or products by JMCG or its
competitors, changes in prices of JMCG's or its competitors' products and
services, changes in regulations or the initiation or prosecution of
enforcement actions, changes in mix of products and services, changes in
JMCG's revenue and revenue growth rates for JMCG as a whole or for individual
geographic areas, business units, products or product categories, as well as
other events or factors. Statements or changes in opinions, ratings, revenue
or earnings estimates made by brokerage firms or industry analysts relating to
the markets in which JMCG does business or relating to JMCG specifically have
resulted, and could in the future result, in an immediate and adverse effect
on the market price of JMCG

22
<PAGE>

Common Stock. Also, failure to achieve revenue, earnings and other operating
and financial results as anticipated could result in an immediate and adverse
effect on the market price of JMCG Common Stock. In addition, the stock market
has from time to time experienced price and volume fluctuations which have
particularly affected the market price for the securities of many cyclical
product companies and which often have been unrelated to the operating
performance of these companies. These market fluctuations may adversely affect
the market price of JMCG Common Stock. In addition, should the Average Price
of JMCG Common Stock be below $3.50, then JMCG will be required to issue more
shares as consideration for the Converted USBA Shares and options, warrants or
rights to acquire such shares than has been assumed for purposes of the
Unaudited Pro Forma Combined Condensed Financial Statements and the number of
such additional shares of JMCG Common Stock issued may result in significant
additional dilution to existing JMCG stockholders.

Effect of Antitakeover Provisions of Delaware Law and JMCG's Charter
Documents and Rights Plan. Upon consummation of the Merger, shareholders of
USBA will become stockholders of JMCG, a corporation governed by the laws of
Delaware. JMCG is subject to the provisions of Section 203 of the DGCL which
has the effect of restricting changes in control of a company. Moreover, the
following provisions of the JMCG Charter and JMCG Bylaws could, in some
circumstances, impede a change of control of JMCG: (i) the classification of
the JMCG Board of Directors into three groups serving staggered three-year
terms, so that a majority of the JMCG Directors is not elected at any annual
meeting; (ii) the limitation on the number of Directors serving on the JMCG
Board of Directors to nine, with no more than three per class; (iii)
provisions that action by stockholders may not be taken by written consent and
that special meetings of the stockholders of JMCG may be called only by the
Chairman of the Board or the President of JMCG, by a resolution adopted by the
affirmative vote of a majority of the Board of Directors or by a committee of
the JMCG Board of Directors authorized by the Board to do so; (iv) repeal or
amendment of the JMCG Bylaws only by a majority vote of the JMCG Board of
Directors or 80% of the total voting power of all the then-outstanding shares
of JMCG stock entitled to vote generally for the election of directors (voting
together as a single class); (v) modification by the stockholders of the
provisions which are the subject of this sentence requires approval of 80% of
the total voting power of all the then-outstanding shares of JMCG stock
entitled to vote generally for the election of directors (voting together as a
single class); (vi) the ability of the JMCG Board to issue blank check
preferred stock potentially to delay, deter or prevent changes in control or
management of JMCG; (vii) advance notice requirements for stockholder
nominations for Director or the introduction of new business by stockholders
at meetings of the stockholders; and (viii) the Reverse Split, which if
adopted, would enable the JMCG Board of Directors to issue stock potentially
to delay, deter or prevent changes in control or management of JMCG. These and
other provisions of Delaware law applicable to JMCG and JMCG's charter
documents, as well as the existence of JMCG's Shareholder Rights Plan adopted
in 1990, may have the effect of delaying, deterring, or preventing changes in
control or management of JMCG. See "THE MERGER AND RELATED TRANSACTIONS--
Rights Plan Amendment," "DESCRIPTION OF JMCG CAPITAL STOCK," "COMPARISON OF
RIGHTS OF HOLDERS OF JMCG STOCK AND HOLDERS OF USBA SECURITIES," and "PROPOSAL
TO EFFECT A REVERSE SPLIT."

Competition. JMCG operates in a very competitive environment and competes
for client bank relationships with other third-party marketing firms. Some of
its competitors are subsidiaries of major insurance and mutual fund companies
that operate marketing organizations similarly targeting sales of annuities,
insurance products and mutual fund shares to customers of banks, savings and
loan associations and thrifts. Many of the organizations affiliated with
underwriters and distributors have the ability to offer very attractive
pricing to potential client financial institutions. The largest and most
recognized organizations competing in this general field are Great Northern
Annuity (GNA), Essex, Liberty Securities, Marketing One and INVEST. Some
financial institutions also elect to manage annuity, insurance and mutual fund
sales programs internally, rather than use an outside marketing firm.
Generally it is the larger financial institutions who establish such internal
programs. In addition, customers of financial institutions who might purchase
products from JMCG can obtain similar products from other licensed insurance
agents, through stockbrokers and through financial institutions not affiliated
with JMCG.

23
<PAGE>

The financial services markets in which USBA competes are also very
competitive. Many of USBA's competitors are large national and regional
companies with significantly greater financial resources than USBA.

Regulation. JM&C and certain of its subsidiaries and Priority are subject to
extensive state regulation in those states in which they are licensed to do
insurance business. Each insurance department exercises jurisdiction over the
licensing of agents, supervises the form and content of sales literature and
other materials distributed to the public, and generally acts to protect
consumers from misrepresentation and other unfair conduct. Legislation
changing the substantive or procedural rules governing insurance departments,
insurers or agents may affect the mode of operation and profitability of
insurance agencies. Insurance commissioners, to protect the public, may
maintain administrative proceedings which could result in cease and desist
orders, fines or the suspension or cancellation of an agent's license. See "--
Legal Proceedings."

The securities industry in the United States is also subject to extensive
regulation under both federal and state law. The SEC is the federal agency
responsible for the administration of federal securities laws. Much of the
regulation of broker-dealers has been delegated to the self-regulatory
organizations, principally the National Association of Securities Dealers,
Inc. (the "NASD") and the securities exchanges. Certain of JMCG's subsidiaries
are subject to regulation by the SEC and the NASD. The NASD conducts periodic
examinations of member broker-dealers in accordance with rules it has adopted
and amended from time to time, subject to approval by the SEC. These
subsidiaries are also subject to regulation by state securities authorities in
those states in which they do business. Additional legislation, changes in the
rules promulgated by the SEC and the NASD, or changes in the interpretation or
enforcement of existing laws and rules, may directly affect the mode of
operation and profitability of broker-dealers. In December, 1995, the NASD
submitted for approval to the SEC proposed rules applicable to NASD members
operating on the premises of financial institutions. These rules, if adopted,
would be similar to the rules already adopted by bank regulators. See the
discussion of the Interagency Guidelines below. These rules would allow the
NASD to also regulate the physical location of sales within financial
institutions, the signage necessary, customer disclosures, compensation of
unregistered bank employees and public communications, among other aspects of
the business. While the rules are substantially similar to those embodied in
prior SEC communications on these issues, they are more comprehensive and
cover areas which have not been previously addressed by the SEC, but have been
addressed and promulgated in the Interagency Guidelines, as discussed below.
The SEC, the NASD and state securities commissions may conduct administrative
proceedings which can result in censure, fine, suspension or expulsion of a
broker-dealer, its officers or employees. The principal purpose of regulation
and discipline of broker-dealers is the protection of customers and the
securities markets rather than the protection of creditors and stockholders of
broker-dealers.

JMCG's client financial institutions also operate in a highly regulated
environment. Existing federal rulings allow national banks and certain other
federally-regulated financial institutions to sell annuities and mutual fund
shares, but restrict the sale of many types of insurance products. See the
discussion of NationsBank v. Variable Annuity Life Insurance Company below. In
February, 1994, all of the primary federal banking regulators issued a single
set of guidelines (the "INTERAGENCY GUIDELINES") regarding the retail sale of
non-deposit investment products, such as annuities and mutual funds, through
banks, savings and loan associations and thrifts. These guidelines and their
manner of implementation could significantly affect the ability of, and the
means by which, JMCG's subsidiaries conduct business with federally-regulated
banks, savings and loan associations and thrifts. Since issuance of the
Interagency Guidelines, the federal banking agencies conducted audits of the
non-deposit investment programs at numerous financial institutions. As a
result of these audits, certain of the agencies have further clarified certain
provisions of the Interagency Guidelines especially in regards to customer
disclosures. In addition, state-chartered financial institutions are subject
to regulation by state banking agencies. These agencies and state insurance
regulators may limit the ability of JMCG's financial institution clients and
other banks, savings and loan associations and thrifts to engage in the
annuity, insurance and mutual fund sales businesses through third-party
marketing organizations or otherwise.

On January 18, 1995, the United States Supreme Court issued its decision in
the case of NationsBank v. Variable Annuity Life Insurance Company (the "VALIC
CASE"). The ruling upheld the Office of the Comptroller of the Currency's
("OCC") decision that national banks could sell annuities. The Comptroller had
found that

24
<PAGE>

such products were not "insurance" within the meaning of the National Bank Act
and that the sale of annuities by national banks was within the "incidental
powers" granted to them under that act. The U. S. Supreme Court concurred with
this judgment. On March 26, 1996, the United States Supreme Court in Barnett
Bank of Marion County N.A. v. Nelson (the "BARNETT CASE") held that a federal
statute permitting certain national banks to sell insurance preempted a
Florida law purporting to prohibit such sales activity. The rulings in the
VALIC and Barnett cases appear to open the door for federally-chartered
financial institutions to sell annuities, even in states where state insurance
laws would prohibit such sales. They also appear to create a similar
opportunity for state banks in the majority of states where state law permits
state-chartered financial institutions to engage in any business permitted for
a national bank. In light of the VALIC and Barnett cases, it is possible that
banking institutions that might currently utilize JMCG's subsidiaries to
market such products could market such products themselves, rather than
through JMCG. The same result might flow from any other change in regulatory
landscape. In such an event, JMCG's ability to continue its business as
described herein would be impaired. Legislation or changes in tax regulations
with regard to the tax-deferred status of earnings from annuities could also
significantly affect the ability of JMCG to market these products.

Legal Proceedings. On July 7, 1995, the Florida Department of Insurance (the
"DEPARTMENT") issued a final order (the "FINAL ORDER") in its administrative
proceeding against JMCG's wholly-owned subsidiary, JM&C, which was commenced
on March 11, 1993. The enforcement of the majority of the Final Order has been
stayed pending the outcome of an appeal and JM&C has complied with all other
aspects of the Final Order. The Final Order is similar in many respects to the
Recommended Order which was issued by an administrative hearing officer in
August 1994. The Department found that JM&C was not involved in an unlawful
association with its Florida financial institution client with regard to the
sale of annuities. JM&C was ordered to cease and desist from certain
advertising and sales practices which the Department found to be in violation
of Florida insurance laws regarding deceptive advertising and sales practices.
The Final Order also requires JM&C to obtain an insurance agency license prior
to engaging in any activity which by state law may be performed only by a
licensed agent and revokes the Florida insurance license of James K. Mitchell,
Chairman and Chief Executive Officer of JMCG. No monetary damages or penalties
were assessed against JM&C or Mr. Mitchell. JM&C has filed an appeal of the
Final Order and oral arguments were heard on April 11, 1996. The appellate
court subsequently ordered the parties to brief the effect of the Barnett case
on the proceedings. JM&C intends vigorously to pursue the appeal; however,
effective October 31, 1995, JM&C concluded its relationship with its Florida
financial institution client (Barnett) and is not presently in business in the
State of Florida.

JMCG's broker-dealer subsidiary, Priority (formerly Spear Rees & Co.), has
been named as a defendant in lawsuits arising out of the sale of real estate
limited partnerships to customers of Spear Rees & Co. and Rees Financial
Group, Inc. and Rees Capital Group, Inc. ("REES") prior to 1992. Spear Rees &
Co. was a full service brokerage firm which acquired the assets of Rees in
September 1991. Subsequent to December 31, 1995, JMCG reached a settlement
with certain of the plaintiffs in this case, while other claims remain the
subject of NASD arbitration.

Interests of Certain Officers and Directors in the Merger. Certain officers
and directors of JMCG or USBA have interests in the Merger that differ from
those of JMCG and USBA securityholders generally. As a result, such officers
and directors could be more likely to favor consummation of the Merger than
securityholders generally. See "INTERESTS OF CERTAIN PERSONS."

USBA's Need for Additional Financing. USBA historically has financed its
operations through short-term lines of credit and other borrowings and through
sales of equity. A significant portion of USBA's current financing consists of
lines of credit which expire in 1996 and other notes payable upon demand. See
Note 9 of the Notes to USBA's Consolidated Financial Statements included in
this Proxy Statement/Prospectus. During the period ending March 31, 1996, USBA
repaid $1,054,800 of short-term debt, funded primarily by the $1,250,000
consulting fee paid by JMCG to USBA in January 1996, $1,000,000 of which fee
is required to be repaid to JMCG under certain circumstances. See "USBA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS--Liquidity and Capital Resources," and "THE MERGER AND RELATED
TRANSACTIONS--JMCG's Background of the Merger--Material Contacts

25
<PAGE>

and Board Deliberations." Although USBA believes that it should be able to
continue to obtain adequate additional financing, USBA has no commitments for
additional borrowings or sales of equity and there can be no assurance that
USBA will be successful in consummating any such future transactions on terms
satisfactory to USBA, if at all. Factors which could affect USBA's access to
the capital markets, or the costs of such capital, include changes in interest
rates, general economic conditions, and the perception in the capital markets
of USBA's business, results of operations, leverage, financial condition and
business prospects.

Exchange Ratio Determination. Because there is no trading market for USBA
Common Shares, the Exchange Factor has not been (and cannot be) based upon the
relative independent market values of the securities of USBA and JMCG. The
Exchange Factor was negotiated on an arms'-length basis, taking into
consideration a variety of factors including the relative current and
forecasted earnings performance of USBA and JMCG, certain other factors
reflected under "THE MERGER AND RELATED TRANSACTIONS--USBA's Reasons for the
Merger" and "--JMCG's Reasons for the Merger," as well as the matters
discussed and analyzed by J.C. Bradford & Co. that are described under "THE
MERGER AND RELATED TRANSACTIONS--Opinion of JMCG's Financial Advisor," many of
which factors and matters are subjective in nature. One of the key
determinants in agreeing on the Exchange Factor was JMCG's belief that the
earnings per share of the combined company would likely be higher than those
that could be achieved by JMCG alone, which belief was attributable in part to
the anticipated economies that could be achieved through the consolidation of
the two companies. While JMCG believes that the methodology used in
determining the Exchange Factor is fair and reasonable to JMCG stockholders,
and the JMCG Board of Directors has obtained a fairness opinion from
J.C. Bradford & Co. to such effect, the process of determining relative values
is inherently subjective.

26
<PAGE>

INFORMATION REGARDING USBA

GENERAL

USBA is a Georgia corporation which was founded in 1986 under the name "The
Enterprise Bank Network, Inc." USBA acquired the business of U.S. Banking
Alliance in 1990 and changed its name to "USBA Holdings, Ltd." in 1993. The
executive offices of USBA are located at Two Concourse Parkway, Suite 650,
Atlanta, Georgia 30328 and its telephone number is (770) 804-5678.

USBA is a financial services company which provides financial institutions
across the country with programs, products and financial expertise focused
upon improving shareholder value, market share and service quality. USBA
currently has approximately 1,000 diverse direct financial institution
clients, most ranging in asset size from $100 million to $2 billion, with
several clients ranging up to $5 billion in assets. In addition, USBA has
exclusive arrangements with data processors, trade associations and other
industry product providers who serve approximately 3,000 financial
institutions.

USBA has established a program known as the Financial Diagnostic(C) that
offers financial institutions a comprehensive analysis of their financial
performance in key areas and then compares the results of this analysis to
peer groups with similar operating characteristics grouped by size, region and
market. The Financial Diagnostic(C) is an integral component of USBA's revenue
enhancement services which are designed to identify and correct operating
inefficiencies, ineffective investment strategies and missing or underutilized
non-interest revenue opportunities of USBA's financial institution clients to
increase the client's overall profitability in a measurable manner. These
services are provided pursuant to earnings enhancement contracts which pay
USBA a negotiated percentage of the savings estimated to be achieved,
typically 20% to 25% of the estimated savings for the following year. In order
to assist a client institution to compete more effectively within the
industry, USBA has developed an array of products and services intended to
allow the institution to attract and retain customers, generate fee income,
provide quality products and establish and maintain competitive positioning,
while simultaneously enhancing efficiency and profitability.

In the fourth quarter of 1994, USBA executed a contract with the America's
Community Bankers ("ACB") (formerly Savings and Community Bankers of America),
giving USBA access to ACB's client base of 2,500 financial institutions.

In February 1995, USBA acquired Financial Suppliers, Inc. and ProActive,
Inc. These acquisitions expanded USBA's line of products and services and
enhanced its ability to provide cost-effective and profitable programs for its
clients nationwide.

USBA's products and services are provided to financial institutions through
its four subsidiaries: U.S. Banking Alliance, Inc. ("ALLIANCE"), Diversified
Consulting International ("DCI"), Financial Suppliers, Inc. ("FSI") and
ProActive, Inc. ("PROACTIVE").

U.S. BANKING ALLIANCE

Alliance's services are driven by the Financial Diagnostic(C), a proprietary
automated analytical model developed from years of management experience and
peer group analysis. From this model, Alliance has developed an array of
products and services designed to maximize an institution's financial
performance. Additionally, Alliance has developed a set of products to address
the needs of the institution's customer base. When utilized together, these
products allow the institution concurrently to attract and retain fee income,
provide quality products and establish and maintain competitive positioning
while enhancing efficiency and profitability.

DIVERSIFIED CONSULTING INTERNATIONAL

DCI focuses its resources on assisting financial institutions in their
efforts to achieve immediate earnings enhancement that will be permanent in
nature. DCI uses analytical tools to identify opportunities for institutional

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improvement through the employment of business process re-engineering
techniques. Using a twofold approach, DCI draws upon its experience in the
industry to bring about change in the client institution while closely
involving the client's staff in the resulting metamorphosis. The technical
skills and expertise of the DCI management team are made available to all of
USBA's clients.

FINANCIAL SUPPLIERS

FSI specializes in providing a comprehensive product line to financial
institutions, including teller machines, vaults, forms, ATM machines, safe
deposit boxes, furnishings and filing systems. Acquired by USBA in 1995, FSI
has provided products to the industry for 20 years. Start-up and smaller banks
benefit from the services of FSI which enhance the individual buying power of
these institutions to approximate the buying power of larger financial
institutions. More than 80% of FSI's customers have no purchasing agent.

PROACTIVE

ProActive provides personal computer (PC) based software to the financial
services industry. Acquired by USBA in 1995, ProActive commenced operations in
1993 in response to the increasing demand for regulatory compliance placed on
financial institutions by federal, state and local governments. ProActive's
response to this demand was the development of proprietary computer software
for internal audit, internal review and regulatory compliance monitoring.
ProActive's Internal Audit System ("IAS") consists of two software modules
that include basic audit procedures for financial institutions and the
procedures needed to monitor internal control. ProActive's Regulatory
Compliance Monitoring System ("COMPLIANCEPRO") is a software system that
enables management to improve control of their organization and to document
compliance with consumer banking regulations. These systems can be operated on
a stand-alone PC or a local area network (LAN). CompliancePro is updated
periodically to incorporate regulatory changes. ProActive has approximately
200 bank customers using its system in 32 states, and has recently announced a
joint marketing agreement with Bankers Training and Consulting Company, whose
customer base includes over 10,000 financial institutions. USBA believes that
this marketing alliance will combine the marketing resources of the largest
provider of bank training with the largest provider of automated monitoring
systems for financial institutions.

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USBA HOLDINGS, LTD.,

MANAGEMENT DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following is management's discussion of the financial condition and
results of operations of USBA Holdings, Ltd., and its subsidiaries for the
three years ended December 31, 1995 and the three months ended March 31, 1996.
This discussion should be read in conjunction with the Consolidated Financial
Statements of USBA and the notes thereto and the discussion of the business of
USBA and its subsidiaries presented elsewhere in this Prospectus/Proxy
Statement.

RESULTS OF OPERATIONS

Interim Periods

Revenues for the three-month period ended March 31, 1996 increased
$1,283,448, or 68.3% over the three-month period ended March 31, 1995 due
largely to the delivery of and payment for a $1,250,000 strategic marketing
plan for JMCG. Revenues from the sale of banking supplies and equipment were
$866,176 for first quarter 1996 compared to $489,568 for first quarter 1995,
an increase of $376,608, or 76.9%. Software licensing and maintenance revenues
were $168,348 in 1996 compared to $148,743 in 1995, an increase of $19,605, or
13.1%. The purchase of FSI and ProActive by USBA in first quarter 1995 added
approximately one and one-half months' revenues from those subsidiaries to the
consolidated total. Financial and advisory revenues increased $887,235,
primarily due to the delivery of the JMCG strategic plan. Other relationship
and product revenues decreased from first quarter 1996 over first quarter 1995
due largely to the redirection of certain resources to the delivery of the
JMCG plan.

Total cost of sales was $1,403,664 for first quarter 1996 compared to
$1,108,895 for first quarter 1995, an increase of $294,769, or 26.5%. The
gross profit was $1,758,332 for first quarter 1996 compared to $769,653 for
first quarter 1995, an increase of $988,679, or 128.5%. USBA's gross margin
rate improved from 40.9% in 1995 to 55.6% in 1996, largely due to the revenue
enhancement contracts and the delivery of the JMCG strategic plan. USBA also
instituted cost reduction programs to control salaries and wages, travel and
the use of subcontractors for the delivery of services. The total number of
employees decreased from 69 to 65. Total cost of goods increased due to the
inclusion of three months of operations of FSI and ProActive for 1996 compared
to approximately one and one-half months of operations for those entities in
1995.

Operating expenses were $775,967 for first quarter 1996 compared to $799,079
for first quarter 1995, a decrease of $23,112, or 2.89%. Salaries, benefits,
travel and administrative expenses decreased approximately $138,966 from first
quarter 1996 over first quarter 1995, which was offset by increases primarily
in sales expenses. Sales expenses increased due to the expansion of USBA's
sales capabilities through FSI and ProActive. Administrative expenses
decreased due to a reduction of $83,000 in joint venture expense in 1996 over
1995 and a reduction in other expenses such as phones, office supplies,
professional dues and meetings, advertising, and general expenses of
approximately $30,000.

During the three months ended March 31, 1996 goodwill amortization was
$59,275 compared to $29,431 for the same period in 1995, an increase of
$29,844, or 101.4%. USBA amortizes intangibles over a five to forty year life.
The acquisitions of FSI and ProActive midway through first quarter 1995
resulted in amortization in first quarter 1995 of approximately one month
versus three full months in the 1996 period.

Interest expense, net of interest income, for the first quarter of 1996 was
$50,848 compared to $44,168 in first quarter 1995, an increase of 15.1%. This
increase is primarily due to increased borrowing in 1996.

Income tax expense was $363,572 for the three months ended March 31, 1996
compared to $63,720 for first quarter 1995, an increase of $299,852, or
470.6%, due to an increase of taxable income in excess of net

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operating loss carryforwards, which are limited by Internal Revenue Code
Section 382. Net income for the three months ended March 31, 1996 was
$508,670, compared to a loss of $166,745 for the period ended March 31, 1995.

Year End Results

USBA's revenues for 1995 were $9,046,456, an increase of $3,116,769, or
52.6%, over 1994. Revenues for 1994 increased by $2,027,698, or 52% compared
to 1993. Higher revenues in 1995 reflect an increase in revenue enhancement
services and the acquisition of FSI and ProActive in February 1995, and
decreases in relationship fees and services.

Financial and operational advisory revenues were $5,354,563 for 1995
compared to $5,929,687 for 1994 and $3,901,989 for 1993, a decrease of
$575,124, or 9.6%, for 1995 over 1994, and an increase of $2,027,698, or
51.9%, for 1994 over 1993. This reflects USBA's new emphasis in late 1993 on
earnings enhancement contracts. Product and service fee revenues decreased
$1,617,786, or 46.5%, for 1995 over 1994, due to the redeployment of resources
previously committed to service contracts and the reclassification of revenues
to earnings enhancement contracts.

Following its acquisition by USBA in February 1995, FSI, which provides bank
equipment and supplies as well as certain interior design, construction and
remodeling services to financial institutions and other entities, contributed
$2,863,424 to USBA's consolidated revenues for 1995. Similarly, ProActive,
which was also acquired in February 1995 and which develops and markets
software designed for the banking industry's regulatory compliance and
internal control needs, contributed $828,469 to USBA's consolidated revenues
for 1995.

Cost of sales was $5,749,372 in 1995 compared to $2,563,388 in 1994 and
$2,084,871 in 1993, increases of $3,185,984, or 124.3%, and $478,517, or
23.0%, respectively. Gross profits were $3,297,084, or 36.4% of revenues, in
1995 compared to $3,366,299, or 56.7%, in 1994 and $1,817,118, or 46.5%, in
1993. Gross margins will vary depending on the product mix and the earnings
obtained upon the implementation of revenue enhancement contracts. During 1995
gross margin decreased primarily due to the acquisition of FSI, whose products
produce a lower margin.

Operating expenses were $2,997,620 for 1995 and $2,562,075 for 1994. This
represents an increase of $435,545, or 17.0%, for 1995 over 1994. Operating
expenses increased $879,145, or 52.2%, 1994 over 1993. Sales expense and
commissions increased $583,097 for 1995 over 1994 as a result of the
acquisitions of FSI and PROACTIVE in February 1995. Joint venture fees
associated with earnings enhancement contracts also increased approximately
$402,776 in 1995. Joint venture fees increased $73,725, or 277.2%, for 1994
over 1993. Rent expense increased in 1995 by approximately $52,000. Telephone
cost increases of $69,478 were partially offset by expense reductions due to
the deferment of cost incurred in the preliminary phase of consulting
contracts prior to the execution of a written agreement. During 1995 costs
amounting to $965,764 were capitalized. Salaries and benefits increased
$287,868, 1994 over 1993 due to personnel and salary changes. For the same
comparative period administrative expenses increased $874,813 due to provision
for bad debt, increases on joint venture fees, depreciation, telephone cost
and other general expenses.

During 1995 USBA expensed approximately $221,229 in bad debt expense
compared to $333,786 in 1994, a decrease of $112,557, or 33.7%. Actual
writeoffs were $212,527 in 1995 versus $96,776 in 1994 and $8,000 in 1993.
This represents increases of $115,751 or 119.6% for 1995 over 1994 and of
$88,776, or 1109%, for 1994 over 1993.

Amortization of intangibles totaled $209,082, $105,872. $84,877 for the
years ended December 31, 1995, 1994 and 1993, respectively. Intangible assets
are amortized over a five to forty year period. The increase in 1995 relates
to the acquisitions of FSI and ProActive in February 1995.

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Interest expense net of interest income for the year ended December 31, 1995
increased approximately $147,203 over 1994 following a decrease of $49,376 in
1994 over 1993. The increase in 1995 results from additional borrowings to
fund operations while the decrease in 1994 over 1993 reflects the retirement
of debt.

Income tax expense in 1995 was $92,543 versus tax benefits in 1994 and 1993,
respectively, of $274,771 and $323,138. Refer to Note 6 to the Consolidated
Financial Statements of USBA for a description of income taxes. On January 1,
1993 USBA changed its method of accounting for income taxes from the deferred
method to the liability method required by Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes." USBA has a deferred tax
asset of $1,308,240 at December 31, 1995. Realization of the deferred tax
asset is dependent upon USBA generating sufficient future taxable income
against which its loss carryforwards can be offset. USBA expects to fully
benefit from the recorded deferred tax asset. USBA reduced its tax expenses in
1995, 1994 and 1993 by $97,000, $124,000 and $757,000, respectively, through
the utilization of net operating loss carryforwards. At December 31, 1995,
USBA had approximately $3,251,000 in net operating loss carryforwards.

As a result of the aforementioned factors, USBA realized a net loss for the
year ended December 31, 1995 of $242,170, net profit of $880,317 in 1994, and
a net profit of $472,635 in 1993. In December 1993 USBA recognized a $242,368
extraordinary gain from the early extinguishment of debt due to its agreement
with First Nationwide Bank ("FNB") through which FNB forgave $940,368 of a
term note in exchange for $500,000 and 3,300 shares of USBA Holdings, Ltd.
common stock valued at $60 per share.

Effects of Inflation on Operations

USBA attempts to offset increased costs due to inflation by increasing
prices. However, competitive factors also influence pricing levels, and the
effect of inflation upon USBA's revenue and operating expenses cannot
accurately be determined.

FINANCIAL CONDITION

Interim Period

USBA's assets decreased $46,459 in first quarter 1996 versus year-end 1995.
Unbilled receivables and unbilled contracts, net of allowance for doubtful
accounts, increased approximately $95,335 due to the work in progress status
and billings per contract terms of several revenue enhancement contracts. USBA
deferred an additional $235,640 of costs incurred in the preliminary phase of
consulting contracts. These costs are deferred until either an agreement is
executed or management determines that an agreement will not be reached, at
which point the deferred amounts will be expensed. In first quarter 1996 USBA
received $1,250,000 in cash from JMCG for the delivery of the strategic plan.
During that quarter $979,400 was applied to the reduction in term notes. Total
liabilities decreased $632,257 for first quarter 1996 versus first quarter
1995.

Year End Results

USBA's assets increased $9,206,855 for 1995 over 1994 mainly due to the
acquisition of FSI and ProActive in February 1995. Intangibles increased
$5,655,182 net of current year amortization due primarily to the goodwill from
acquisitions. Accounts receivable and unbilled contract receivables increased
by $2,737,438 due to the volume of work in progress on several revenue
enhancement contracts and the acquisitions. During 1995 USBA deferred an
additional $876,921 of cost associated with revenues on certain contracts.
(See Note 3 to the USBA Consolidated Financial Statements.)

Liabilities increased during 1995 approximately $2,577,973 due to the
increase in joint venture fee accruals, liabilities associated with acquired
subsidiaries and additional short-term borrowings.

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LIQUIDITY AND CAPITAL RESOURCES

Cash for operating requirements was generated primarily from product and
services delivery fees, relationship fees, consulting fees, sales of
compliance software, sales of supplies and equipment to banks and additional
equity from the sale of common and preferred stock. USBA's growth has
historically required substantial new capital in addition to that provided by
operations. For the three years ended December 31, 1995, USBA received
proceeds of $3,309,773, $851,528, and $221,069 from the sale of common stock
and for the two years ended December 31, 1995, proceeds of $210,000 and
$150,000 from the sale of preferred stock. In addition, USBA has typically
raised capital from the issuance of short term debt. For the three years ended
December 31, 1995, USBA received proceeds from loans of $2,480,965, $1,730,738,
and $575,000, respectively, and made payments of $1,910,714, $540,710, and
$1,218,851, respectively. USBA maintains lines of credit and term loans with
various banks at competitive interest rates. (see Note 9 to the Consolidated
Financial Statements for a description of Loans Outstanding). For the period
ending March 1996 and 1995 USBA received proceeds from the sale of common stock
of $171,080 and $1,845,142, respectively. During the period ending March 31,
1996, USBA repaid $1,054,800 of short-term debt, primarily with proceeds from
the delivery of the JMCG strategic plan. USBA had no significant commitments to
purchase property and equipment at December 31, 1995. USBA believes that its
short-term repayment obligations will be satisfied from cash flow generated by
operations, but there can be no assurance that such funds will be adequate. If
not, additional borrowings or renegotiation of existing loans will be necessary,
and the availability or the terms of any such borrowings are not certain.

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INFORMATION REGARDING JMCG

GENERAL

JMCG operates its business in one industry segment: annuity, insurance and
mutual fund sales through arrangements with financial institutions and the
related servicing of products previously sold. This business has historically
been carried out through JMCG's subsidiaries, JM&C and Priority. JM&C and
Priority are structured marketing organizations that sell annuities, insurance
products and mutual funds as investment vehicles to customers of financial
institutions through relationships with banks and savings and loan
associations and thrifts. JMCG's products consist primarily of fixed and
variable annuities underwritten by independent life insurance companies (rated
A or higher by A.M. Best) and mutual fund shares.

The principal market for JM&C's services is banks, savings and loan
associations and thrifts. Management of JMCG believes that these types of
financial institutions perceive a need to provide their customers with a wider
mix of financial products, yet often lack the infrastructure and corporate
culture to market products which are not traditional to financial
institutions. In addition, these institutions are focusing on developing fee
income as a major source of revenue. An independent marketing organization
such as JM&C provides these institutions with the ability to make such
products available to their customers and receive fee income. Specifically,
JMCG believes the primary market for such services, in the future, is the
small to medium size financial institution which would have more difficulty
offering the depth of services JMCG provides in a cost effective manner.

Historically, the primary distribution method employed by JMCG and its
financial institution clients for the sale of annuities and insurance products
has been a fully-managed alternative investment program. In most cases, this
program is implemented by the establishment of an agency, lease or group trust
relationship at the institution through which the client's customers may
participate in annuities and insurance products. JMCG's subsidiaries act as
the trustor and are appointed as the record keeping and servicing agent for
the trust. Mutual fund products are generally sold directly by JM&C's or
Priority's employees to financial institution customers. In both cases, JM&C's
or Priority's structured retail marketing organization employs the retail
sales force and thereby controls the point of sale.

The principal non-deposit investment products offered by JM&C and Priority
to customers of their financial institution clients are annuities, both fixed
and variable, and mutual funds, including equity funds, fixed income funds and
tax exempt funds. Annuities are primarily used as tax-deferred retirement
savings vehicles. There is a penalty if funds are withdrawn before age 59 1/2
or within a specified period of time, usually 5 to 8 years. Unlike individual
retirement accounts there is no maximum investment cap, either annually or in
total, and contributions are not tax-deductible. Immediate annuities provide
guaranteed income for a specified number of years or for an individual's
lifetime.

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JMCG ANNUAL MEETING

GENERAL

The enclosed Proxy is solicited by the JMCG Board of Directors on behalf of
JMCG for use at the JMCG Annual Meeting to be held on Monday, August 12, 1996
at 9:00 a.m., local time, or at any adjournment(s) or postponement(s) thereof,
for the purposes set forth herein and in the accompanying JMCG Notice of
Annual Meeting of Stockholders. The JMCG Annual Meeting will be held at the
Ritz-Carlton Buckhead, 3434 Peachtree Street, N.E., Atlanta, Georgia 30326.

INFORMATION CONCERNING VOTING, SOLICITATION AND PROXIES

Record Date and Shares Outstanding

Stockholders of record at the close of business on July 5, 1996 are entitled
to notice of, and to vote at, the JMCG Annual Meeting. On the JMCG Record
Date, JMCG had issued and outstanding 6,218,898 shares of JMCG Common Stock
and no shares of preferred stock.

Voting and Solicitation

Each JMCG stockholder is entitled to one vote for each share of JMCG Common
Stock held. Shares of JMCG Common Stock represented by properly executed
proxies will, unless such proxies have been previously revoked, be voted in
accordance with the instructions indicated thereon. In the absence of specific
instructions to the contrary, properly executed proxies will be voted FOR (i)
approval and adoption of the Merger Agreement and the Merger, (ii) approval
and adoption of the Name Change, (iii) approval and adoption of the Reverse
Split and (iv) management's three nominees for the JMCG Board of Directors.

The effect of an abstention or a broker nonvote on a proposal is the same as
that of a vote against such proposal; however, in the instance of the Merger,
which requires only a majority of the votes cast for approval, a broker
nonvote will not be factored into such calculations (although an abstention
will count as a vote against the Merger). No business other than that set
forth in the accompanying JMCG Notice of Annual Meeting of Stockholders is
expected to come before the JMCG Annual Meeting. Should any other matter
requiring a vote of stockholders properly arise, the persons named in the
enclosed form of Proxy (the "JMCG PROXY HOLDERS") will have discretionary
authority to vote such Proxy in accordance with their best judgment on such
matter.

Approval and adoption of the Merger Agreement requires the affirmative vote
of the holders of a majority of the votes cast on the proposal in person or by
proxy. Approval and adoption of each of the Name Change and the Reverse Split
requires the affirmative vote of the holders of a majority of the shares of
JMCG Common Stock issued and outstanding on the JMCG Record Date. Directors
are elected by a plurality vote. The presence in person or by proxy of the
holders of a majority of the outstanding shares of JMCG Common Stock as of the
JMCG Record Date is necessary to constitute a quorum at the JMCG Annual
Meeting.

The cost of the proxy solicitation in connection with the JMCG Annual
Meeting will be paid by JMCG. JMCG will reimburse brokerage firms and other
persons representing beneficial owners of shares for their expenses in
forwarding soliciting materials to such beneficial owners. Proxies may be
solicited by certain of JMCG's Directors, officers, and regular employees,
without additional compensation, personally or by telephone or telegram.

Revocability of Proxies

Any Proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to JMCG a written notice of
revocation or a duly executed Proxy bearing a later date or by attending the
JMCG Annual Meeting and voting in person; however, attending the JMCG Annual
Meeting in and of itself will not constitute a revocation of a Proxy.

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DEADLINES FOR RECEIPT OF STOCKHOLDER NOMINATIONS AND PROPOSALS FOR INCLUSION
IN THE PROXY STATEMENT FOR THE 1997 ANNUAL MEETING

Section 2.5 of JMCG's Bylaws provides that nominations may be made by the
JMCG Board of Directors or by any stockholder entitled to vote in the election
of Directors generally, provided that all stockholders intending to nominate
Director candidates for election must deliver written notice thereof to the
Secretary of JMCG, which notice must be received not less than sixty nor more
than ninety days prior to the meeting or, if less than seventy days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, within ten days after the date on which notice of such meeting
is first given to stockholders. Such notice must set forth certain information
concerning such stockholder and his or her nominee(s), including their names
and addresses, such other information as would be required to be in the proxy
statement soliciting proxies for the election of the nominees of such
stockholder and the consent of each nominee to serve as a Director of JMCG if
so elected. The chairman of the JMCG Annual Meeting will refuse to acknowledge
the nomination of any person not made in compliance with the foregoing
procedure.

JMCG's Bylaws also require that stockholders give advance notice and follow
certain other procedures with regard to business they wish to bring before an
annual meeting of stockholders. Section 2.6 of JMCG's Bylaws provides that all
stockholders intending to bring business before the meeting deliver written
notice thereof to the Secretary of JMCG in the same manner and within the same
periods as required for stockholder nominees for the JMCG Board of Directors,
as described in the preceding paragraph. Such notice shall set forth certain
information concerning such stockholder and the proposed business, including
any material interest of the stockholder in such business. The chairman of the
JMCG Annual Meeting will refuse to permit business to be brought before the
JMCG Annual Meeting if notice is not given in compliance with the foregoing
procedure.

JMCG intends to hold its next Annual Meeting of Stockholders on or about May
5, 1997. Stockholders seeking to include a proposal in the Proxy Statement for
JMCG's 1997 Annual Meeting must ensure that such proposal is received at the
executive offices of JMCG on or before January 17, 1997. Inclusion of any such
proposal is subject to certain other requirements.

THE MERGER AND RELATED TRANSACTIONS

The following discussion includes a summary of the material terms of the
Merger Agreement. For additional information, reference is made to the Merger
Agreement which is attached as APPENDIX A to this Proxy Statement/Prospectus.

On May 20, 1996, JMCG and USBA entered into the Merger Agreement. The Merger
Agreement provides for the Merger of Merger Sub, a wholly-owned subsidiary of
JMCG, with and into USBA. The Merger, if approved together with the Name
Change by the securityholders of JMCG and USBA and implemented, would result
in the following: (i) USBA would survive the Merger as a wholly-owned
subsidiary of JMCG; (ii) JMCG would change its name to "USBA Holdings, Ltd.";
and (iii) USBA would change its name to a name to be designated by USBA in
advance of the Effective Time.

JMCG'S BACKGROUND OF THE MERGER--MATERIAL CONTACTS AND BOARD DELIBERATIONS

The JMCG Board of Directors initiated a discussion of the future direction
of JMCG at a meeting held July 24, 1995, where the Board reviewed developments
in JMCG's business, termination or modification of JMCG's relationships with
major client financial institutions and recent operating results. As a result
of this discussion, the JMCG Board of Directors determined to appoint a
Special Committee of the Board (the "SPECIAL COMMITTEE") to explore strategic
alternatives for JMCG, and constituted Messrs. Barton Beek, Charles H. Black
and Robert G. Sharp as members of the Special Committee. The JMCG Board of
Directors further authorized the Special Committee to retain advisors to
assist the Special Committee and the Board, and determined to engage an
independent actuary to make an evaluation of certain off-balance sheet assets
consisting principally of asset fees under insurance policies in force.

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Members of the Special Committee consulted with Mr. James K. Mitchell,
Chairman and Chief Executive Officer of JMCG, from time to time during August
1995 regarding actions being taken to identify and develop strategic
alternatives for JMCG. At a meeting held in early September 1995, the Special
Committee considered the engagement of two potential financial advisors, and
considered internally generated information concerning a potential sale of
JMCG as well as opportunities for acquisitions of other complementary
businesses. In mid-September, the Special Committee met with representatives
of the two potential financial advisors, and determined to engage both firms,
one for purposes of identifying potential third-party marketing company
acquisition candidates for JMCG and the other, BHJ, Inc. ("BHJ"), to consider
more broadly the strategic alternatives available to JMCG.

In early October 1995, the Special Committee, Mr. Mitchell and
representatives of BHJ met with Ronald D. Wallace, currently the President and
Chief Executive Officer of USBA, at the offices of JMCG. The Special Committee
discussed with Mr. Wallace USBA's business and explored ways in which JMCG and
USBA might work together in the future. At this meeting, the parties explored,
among potential opportunities, the possibility of a joint venture, a strategic
alliance, a business combination and other means of collaboration. In mid-
October, Messrs. Mitchell and Sharp met with Mr. Wallace in Atlanta to discuss
the possibility of a potential marketing arrangement or alliance between the
two companies. At a JMCG Board of Directors' meeting held in late October, the
Special Committee reported to the full Board that it was pursuing
opportunities involving potential acquisitions of third party marketing
companies, potential sale or other disposition of JMCG to banks or insurance
companies as well as other potential acquisitions or opportunities and the
discussions with USBA.

In November 1995, JMCG and USBA signed a form of confidentiality agreement
of the type used by JMCG in its discussions with certain other potential
interested parties. Discussions continued between these two companies, as well
as between JMCG and various other potential business combination candidates
and, in early January 1996, it was the sense of the Special Committee that
JMCG should pursue a marketing agreement (the "MARKETING AGREEMENT") with USBA
to avail JMCG of the network of bank client contacts and marketing expertise
enjoyed by USBA. Negotiations among representatives of JMCG, USBA and BHJ
continued and a special meeting of the JMCG Board of Directors was called
January 19, 1996 to consider the proposed marketing arrangement between the
two companies.

At the January special meeting, the Directors reviewed business and
financial results for JMCG and current business development opportunities.
Management also reviewed an actuarial analysis of JMCG's off-balance sheet
assets prepared by an independent appraiser and heard a report from a
representative of BHJ concerning the terms of the proposed marketing
arrangement between JMCG and USBA. After considering the anticipated benefits
from marketing and consulting arrangements with USBA, as well as JMCG's
business, financial and cash needs and resources, the JMCG Board of Directors
unanimously authorized execution of the Marketing Agreement and a consulting
agreement (the "CONSULTING AGREEMENT") between JMCG and USBA pursuant to which
JMCG would become an integral part of USBA's package of products and services
and USBA would develop a five-year strategic plan and provide training to JMCG
personnel to increase JMCG sales. The Marketing Agreement provides for the
granting to USBA of a warrant (the USBA Warrant) to purchase 1,000,000 shares
of JMCG Common Stock at $2.50 per share, subject to adjustment under certain
circumstances, and the Consulting Agreement calls for payment of $1.25 million
to USBA for its services. The Marketing Agreement and the Consulting Agreement
were executed by the parties effective January 29, 1996, and were announced
promptly thereafter.

Following execution of the Marketing Agreement and the Consulting Agreement,
representatives of JMCG and USBA began immediately to meet and collaborate on
the development of a joint marketing plan. Messrs. Mitchell and Wallace called
on substantial financial institution clients of USBA and potential clients for
JMCG while other marketing executives collaborated on other business
opportunities. These activities continued through February and into March
1996, through which Mr. Mitchell and other JMCG executives became convinced
that a business combination with USBA held significant promise for JMCG.
Discussions ensued among Messrs. Wallace and Mitchell and representatives of
BHJ regarding a potential business combination, and the parties generally
concluded that JMCG and USBA should be accorded approximately equal value in
any

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potential business combination transaction. This belief was based on a
subjective evaluation of the relative strengths that the parties would bring
to a combination: JMCG's product mix and strong financial condition on the one
hand and USBA's distribution network and client base on the other hand.

In mid-March, discussions began to turn toward the outline of a potential
business combination transaction, and the JMCG Board of Directors engaged
Bradford, for a fee of $25,000, to prepare an evaluation of USBA in
contemplation of a potential business combination transaction. During this
same period, representatives of BHJ conducted due diligence on USBA at its
headquarters and representatives of USBA and JMCG negotiated the terms of a
potential agreement in principle regarding a business combination transaction.
Following completion of its evaluation of USBA, representatives of Bradford
met with the JMCG Board of Directors at a special meeting held on April 2,
1996. At this meeting, the JMCG Board of Directors considered recent business
and financial operating results and prospects for JMCG and then received a
presentation from representatives of Bradford concerning a potential business
combination between USBA and JMCG. Representatives of BHJ and counsel to JMCG
also presented information to the Board, after which it was unanimously
determined to execute a form of agreement in principle calling for the
negotiation of a definitive agreement pertaining to the Merger. The JMCG Board
also engaged Bradford to render an opinion on the fairness of the proposed
transaction from a financial point of view to JMCG and its stockholders.
Following this action, the form of agreement in principle was executed by the
parties and JMCG and USBA promptly announced this development.

Subsequent to April 2, USBA, JMCG and their respective counsel, together
with BHJ, negotiated the terms of the Merger Agreement. During this same
period, independent accountants and counsel for each of USBA and JMCG
conducted due diligence on the other party while representatives of Bradford
performed the necessary analyses for the rendering of a fairness opinion to
the JMCG Board of Directors.

At a special meeting held on May 10, 1996, the JMCG Board of Directors
considered the terms of the proposed Merger Agreement and a presentation from
BHJ regarding the negotiation of the Merger Agreement and related
arrangements.

At a special meeting held May 20, 1996, the JMCG Board considered recent
operations and financial and operating prospects and received a fairness
opinion from Bradford as well as an oral report from representatives of
Bradford based upon comprehensive written materials. The Board also received a
due diligence report prepared by JMCG's independent accountants and an
explanation of certain material terms of the Merger Agreement from counsel.
After considering the potential benefits of a business combination between
JMCG and USBA and the report of Bradford regarding the fairness of the
transaction from a financial point of view to the stockholders of JMCG, the
JMCG Board of Directors unanimously determined to authorize execution and
delivery of the definitive Merger Agreement and the other steps necessary to
present the transaction to the JMCG stockholders.

JMCG'S REASONS FOR THE MERGER

In approving the Merger Agreement, the JMCG Board considered:

. The historical and recent financial and operating results and future
prospects of JMCG;

. The growth in USBA revenues;

. The complementary nature of the businesses of JMCG and USBA, and the
opportunities for expansion of the JMCG and USBA businesses through the
existing and potential financial institution clients of both entities;

. Marketing savings from efforts of the combined companies;

. The larger balance sheet and greater critical mass to achieve growth of
the combined companies;

. The complementary management teams of the two companies; and

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. The belief that a combination of JMCG and USBA will broaden the products
and services offered by the two companies and provide greater
opportunity for investor acceptance in financial markets, supported in
part by investor reaction to the announcement of the Marketing Agreement
and the Consulting Agreement as well as the proposed Merger.

The JMCG Board of Directors also considered the factors listed in this Proxy
Statement/Prospectus under "RISK FACTORS" above in determining to approve the
Merger Agreement and recommend approval thereof by the stockholders of JMCG.
The JMCG Board of Directors determined that the benefits of the Merger to JMCG
stockholders outweigh the potential negative effects associated with these
risks. In light of the number and variety of factors considered by the JMCG
Board of Directors in connection with its evaluation of the Merger, it was not
practicable to assign relative weights to the foregoing factors and the JMCG
Board did not do so.

Recommendation of JMCG Board.

The JMCG Board of Directors has unanimously approved the Merger Agreement
and believes that the Merger is fair and in the best interests of JMCG and its
stockholders. The JMCG Board of Directors unanimously recommends that the
stockholders of JMCG vote in favor of approval and adoption of the Merger
Agreement.

OPINION OF JMCG'S FINANCIAL ADVISOR

The full text of Bradford's written opinion, which sets forth the
assumptions made, procedures followed, matters considered and limits of its
review, is attached hereto as Appendix C and is incorporated by reference
herein. The stockholders of JMCG are urged to and should read such opinion in
its entirety.

Bradford was retained by the Board of Directors of JMCG to assist the Board
of Directors in evaluating the Merger and to render an opinion as to the
fairness from a financial point of view of the consideration to be paid by
JMCG in the Merger. Bradford is a nationally recognized investment banking
firm engaged in the valuation of businesses and securities in connection with
mergers and acquisitions, negotiated underwritings, secondary distributions of
listed and unlisted securities, private placements and valuations for estate,
corporate and other purposes. Bradford was selected as the JMCG Board of
Directors' financial advisor based upon such expertise.

On May 20, 1996, Bradford delivered its oral opinion to the JMCG Board of
Directors to the effect that, as of such date, the Merger was fair to JMCG
from a financial point of view. Bradford subsequently confirmed such oral
opinion by delivery of its written opinion dated as of May 20. Bradford's
opinion is directed only to the fairness from a financial point of view of the
consideration to be paid by JMCG and does not constitute a recommendation to
stockholders of JMCG as to whether they should vote in favor of the Merger.

In conducting its analysis and delivering the written opinion, Bradford
considered such financial and other factors as it deemed appropriate and
feasible under the circumstances, including among other things, (i) the Merger
Agreement dated May 20, 1996 and the Marketing Agreement dated January 29,
1996; (ii) the historical and current financial position and results of
operations of both JMCG and USBA; and (iii) certain internal financial
projections of JMCG and USBA for the years beginning January 1, 1996 and
ending December 31, 1998, prepared by the managements of JMCG and USBA. In
addition, Bradford (i) reviewed the reported price and trading activity for
JMCG's Common Stock; (ii) analyzed the pro forma effect of the Merger on the
combined companies' earnings per shares, balance sheet and ownership profile;
(iii) reviewed certain financial and securities data of certain other
companies, the securities of which are publicly traded, that Bradford believed
to be comparable to USBA; (iv) analyzed prices, multiples and premiums paid in
certain other acquisitions and transactions that Bradford believed to be
relevant; (v) conducted discounted cash flow analyses for USBA; and (vi)
performed such other financial studies, analyses and investigations as
Bradford deemed appropriate for purposes of its opinion. Bradford also held
discussions with members of the senior management of JMCG and USBA regarding
the past and current business operations, financial condition and future
prospects of JMCG and USBA. In addition, Bradford took into account its
assessment of general economic, market and financial conditions and its
experience in other transactions, as well as its experience in securities
valuation and its

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knowledge of banking, consulting and software industries generally. Bradford's
opinion is necessarily based upon and subject to general economic, market,
financial and other conditions as they existed on the date of its opinion and
the information made available to Bradford through such date.

Bradford relied upon the accuracy and completeness of all of the financial
and other information reviewed by it for purposes of its opinion and did not
assume any responsibility for or undertake to independently verify such
information. With respect to the internal financial analyses and forecasts
supplied to Bradford, Bradford has assumed that such analyses and forecasts
were reasonably prepared on bases reflecting the best currently available
estimates and judgments of JMCG's and USBA's senior management as to the
likely future performance of JMCG and USBA, respectively. Without limiting the
generality of the foregoing, Bradford (i) relied upon the accuracy and
completeness of the information provided to Bradford in connection with the
preparation of the consolidating financial statements of JMCG and USBA and
(ii) assumed the Merger qualifies as a tax free reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended. Bradford has not made
an independent evaluation or appraisal of the assets and liabilities of JMCG
or USBA and has not been furnished with any such evaluation or appraisal.
Bradford expressed no opinion with respect to such projections or the
assumptions on which they are based.

In preparing its opinion to the Board of Directors, Bradford performed a
variety of financial and comparative analyses, including, (i) stock trading
analyses; (ii) pro forma earnings per share, balance sheet and ownership
analyses; (iii) comparable public company analysis; (iv) comparable
acquisition analysis; and (v) discounted cash flow analysis. The summary of
Bradford's analyses set forth below does not purport to be a complete
description of the analyses underlying Bradford's opinion. The preparation of
a fairness opinion is a complex process involving quantitative and qualitative
judgments and is not necessarily susceptible to partial analysis or summary
description. In arriving at its opinion, Bradford did not attribute any
particular weight to any analysis or factor considered by it, but rather made
subjective judgments as to the significance and relevance of each analysis and
factor. Accordingly, Bradford believes that its analyses must be considered as
a whole and that selecting portions of its analyses and the factors considered
by it, without considering all analyses and factors, could create a misleading
or incomplete view of the processes underlying such analyses and its opinion.
With respect to the comparable public company analysis, comparable acquisition
analysis and comparable transaction analysis summarized below, no public
company, acquisition or transaction utilized as a comparison is identical to
USBA or the Merger and such analyses necessarily involve complex
considerations and judgments concerning the differences in financial and
operating characteristics of the companies and other factors that could affect
the acquisition or public trading values of the companies concerned. The
following is a summary of the report presented by Bradford to the Board of
Directors on May 20, 1996.

Stock Trading Analysis. Bradford reviewed and analyzed the historical
trading volume and market prices at which JMCG's Common Stock had been trading
especially relating to the periods surrounding the announcement of the
Marketing Agreement on January 30, 1996 and Letter of Intent to merge on April
3, 1996. Bradford noted that trading activity and price levels significantly
increased following these announcements. The trading volume for all of 1995
was 5,645,000 shares compared to trading volume of 8,074,500 shares for the
five and a half month period from January 1, 1996 to May 15, 1996. JMCG's
closing Common Stock price on December 29, 1995, the last trading day for
1995, was $0.91 per share. On January 16, 1996, approximately two weeks prior
to the announcement of the Marketing Agreement, JMCG's Common Stock closed at
$1.19 per share. Upon the announcement of the Marketing Agreement on January
30, 1996, JMCG's Common Stock closed at $1.75 per share. After the
announcement of the Merger on April 3, 1996, JMCG's Common Stock closed at
$3.63 per share which compares to a closing price of $3.06 per share
approximately two weeks before on March 20, 1996. From the 1995 year end
closing price to the announcement of the Merger on April 30, JMCG's Common
Stock price rose 300%.

Pro Forma Analysis. Bradford analyzed the pro forma effects resulting from
the Merger, including, among other things, the impact of the Merger on the
projected earnings per share of JMCG for the fiscal years 1996 through 1998
compared to stand-alone projections for JMCG. Based on the respective
management's projections, assuming expected referral revenue volume between
the two companies is realized and incorporating pro forma

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adjustments, consolidated EPS estimates show significant accretion when
compared to JMCG on a stand-alone basis without any Marketing Agreement
referral revenues and on a stand-alone basis with 50% of expected Marketing
Agreement referral revenues. Bradford also performed sensitivity analyses
assuming conversion of the USBA preferred stock, which will be transferred
into the combined company, into JMCG's Common Stock and varying the prices for
JMCG's Common Stock which affects the exchange ratio and number of shares
issued to USBA. The combined results produced accretive EPS figures under
these scenarios as compared to the same stand-alone projections for JMCG
described above. The actual results achieved by the combined companies may
vary from projected results and the variations may be material.

Bradford also analyzed the ownership profile of the combined companies
assuming various prices for JMCG, with and without conversion of the USBA
Preferred Shares and assuming in-the-money options are part of shares
outstanding calculated using the treasury stock method of accounting for
option shares. Bradford based its analysis of the ownership profile on the
accuracy and completeness of the shareholder and optionholder lists provided
to Bradford by USBA and JMCG. Assuming a $4.00 price per share, exercise of
in-the-money options using the treasury stock accounting method, and full
conversion of preferred, JMCG would retain 48.4% of the combined company.
Bradford performed analyses that varied the price per share, and in turn the
exchange ratio, to arrive at ownership levels between 40.4% at a $2.50 stock
price and 51.7% at a $5.00 stock price.

Comparable Public Company Analysis. Bradford reviewed and compared certain
actual and estimated financial and operating information of USBA to the
corresponding information of certain selected publicly traded comparable
companies (the "COMPARABLE COMPANIES"). In performing the comparable public
company analysis, Bradford divided the Comparable Companies into four groups
based on business concentrations corresponding to different aspects of USBA's
business. The four segments Bradford used in its analysis included bank
processing (comprising BISYS Group, Inc., Broadway & Seymour, Inc., Fiserv,
Inc., Jack Henry & Associates and Transaction Systems Architects, Inc.),
analytical software (consisting of American Management Systems, Inc., Brock
International, Inc., Fair Isaac & Company, Inc., Information Resources, Inc.
and IQ Software Corp.), consulting and information services (consisting of Dun
& Bradstreet Corp., M/A/R/C, Inc., Right Management Consultants, SEI Corp.,
and Roy F. Weston) and direct marketing (comprising Avon Products,
Beauticontrol Cosmetics, Inc., Herbalife International, Inc. and Premark
International, Inc.) companies. Although Bradford used the Comparable
Companies for comparison purposes, none of such companies closely approximates
USBA. Bradford chose generally comparable companies in the identified business
segments because all such segments relate to USBA's business and Bradford
believes that the analysis of the four segments was relevant when considered
as a group. Using publicly available information, Bradford analyzed various
relevant financial ratios of the Comparable Companies. The ratio analysis
included the public stock prices of the Comparable Companies as of May 15,
1995, as a multiple of (i) estimated earnings per share for the calendar year
ended 1996 as provided by First Call Corporation, (ii) estimated earnings per
share for the calendar years ended 1997 as provided by First Call Corporation,
a publisher of research reports by independent brokerage firms, and (iii)
earnings per share for the latest twelve month period, adjusted to exclude
extraordinary gains or losses. Bradford also calculated the ratio of equity
market capitalization plus debt, net of cash to (i) trailing revenues and (ii)
trailing earnings before interest, taxes, depreciation and amortization
("EBITDA"). Bradford calculated these multiples for each group of Comparable
Companies and on an overall basis.

Bradford derived average, adjusted average (excluding high and low) and
median multiples from the foregoing analysis and applied or compared such
multiples, as applicable, to USBA's (i) net income for the calendar years
ended 1995, 1996 and 1997, fully taxed, (ii) trailing revenues and (iii)
trailing EBITDA. Certain adjustments were made to USBA's internal projections
provided to Bradford, including removing the referral revenues paid to USBA by
JMCG, incorporating the dividends to be paid to USBA's preferred shareholders
and fully taxing USBA's earnings at a rate of 40%. Applying the adjusted
average multiples to USBA's corresponding actual and estimated financial
results, Bradford calculated a range of values for the common equity of USBA
to be $2.9 million to $34.2 million based on the Bank Processors, $17.0
million to $40.0 million using the Software companies, $4.8 million to $22.5
million based on the Consulting companies and $1.8 million to $21.5 million
using the Marketing companies. The overall adjusted average multiple for all
the comparable

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companies produces a common equity value range for USBA of $14.0 million to
$28.7 million. The low ends of the valuation ranges are based on trailing
numbers as of December 1995 which do not necessarily portray an accurate value
for USBA. Bradford considered price to calendar 1996 and calendar 1997
multiples to be the more relevant pricing ratios used by the financial markets
to determine valuation. The range of common equity values for USBA produced by
applying the calendar 1996 multiples to USBA's 1996 earnings was $17.8 million
(based on the Marketing companies) to $40.0 million (using the Software
companies). When price to calendar 1997 multiples were applied to USBA's 1997
estimated net income, a range of $21.5 million (based on the Marketing
companies) to $39.4 million (using the Software companies) was obtained. The
overall calendar 1996 and 1997 adjusted average price to earnings multiples
resulted in common equity valuations for USBA of $27.3 million and $28.7
million, respectively, when applied to corresponding 1996 and 1997 estimated
earnings for USBA.

Comparable Acquisition Analysis. Bradford analyzed certain financial
information relating to selected transactions involving comparable
acquisitions in three separate industry sectors, consisting of the Computer
Software, Data Processing, and Consulting and Information Services industries.
Bradford considered 46, 15 and 31 such transactions, respectively, since 1994.
Using publicly available information, Bradford (a) calculated the relationship
between the equity consideration paid in these transactions and latest twelve
month net income; and (b) calculated the relationship between the aggregate
transaction consideration (equity consideration plus debt assumed, net of cash
when available) to (i) latest twelve month revenues, (ii) latest twelve month
earnings before interest and taxes ("EBIT") and (iii) latest twelve month
EBITDA. Bradford also considered the percentage premium that such
consideration represented when compared to the stock trading price one day,
one week and four weeks prior to the announcement of such public transaction.
Bradford derived average, adjusted average (excluding high and low) and median
multiples from the foregoing analysis and applied or compared such multiples
to USBA's trailing net income, revenues, EBIT and EBITDA, and subtracting debt
and preferred stock outstanding where applicable. Adjusted average multiples
for net income, revenues, EBIT and EBITDA for the selected transactions in the
Computer Software industry were 35.5x, 3.6x, 23.9x and 20.7x, respectively.
The selected transactions in the Data Processing Software industry had
corresponding adjusted average multiples of 24.9x, 1.6x, 16.7x and 8.9x,
respectively. Adjusted average multiples for net income, revenues, EBIT and
EBITDA for the selected transactions in the Consulting and Information
Services industry were 24.0x, 1.8x, 17.4x and 10.7x, respectively. Since
USBA's trailing figures as of December 1995 did not produce meaningful figures
because they did not reflect increased marketing and sales efforts and cost
reductions implemented in the period and are thus not necessarily indicative
of USBA's expected results, Bradford did not believe that applying the
respective comparable acquisition multiples to USBA's trailing financial
numbers presents the best indication of the fairness of the Merger.

Discounted Cash Flow Analysis. Bradford also performed a discounted cash
flow analysis of USBA's projected cash flows to calculate ranges of unlevered
common equity values for USBA. In conducting its analysis, Bradford relied on
certain financial projections for the fiscal years 1996 through 1998 provided
by USBA's senior management to determine a valuation range for USBA's
unlevered common equity. Certain adjustments were made to USBA's internal
projections in computing USBA's discounted cash flows, including removing of
referral revenues paid to USBA by JMCG, incorporating the dividends to be paid
to USBA's preferred shareholders and fully taxing USBA's earnings at a rate of
40%. In order to determine the value of USBA's net operating loss carry-
forwards, Bradford calculated the present value of the future tax savings and
added this figure to the discounted cash flow ranges calculated assuming taxes
are paid. Bradford calculated the present value of the cash flows at various
discount rates ranging from 18% to 22% (the "DISCOUNT RATE"). Bradford
discounted USBA's free cash flows, which reflected the payment of preferred
dividends, and applied multiples ranging from 22x to 25x to trailing earnings
to calculate a terminal cash flow. Based on these assumptions, Bradford
calculated values for USBA's common equity ranging from $22.0 million to $27.6
million with an average of $24.7 million. Bradford also applied multiples
ranging from 19x to 22x on forward earnings to obtain a terminal cash flow and
calculated values for USBA's common equity ranging from $23.1 million to $28.5
million with an average of $25.7 million. In addition, Bradford discounted
operating cash flows, applied multiples of trailing EBITDA ranging from 10x to
13x to calculate a terminal cash flow and subtracted current

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debt and preferred stock outstanding. Bradford calculated common equity values
ranging from $17.2 million to $26.3 million with an average of $21.5 million.

Pursuant to the terms of an Engagement Letter dated April 11, 1996, JMCG
agreed to pay Bradford a fee of $100,000 for acting as financial advisor to
the JMCG Board of Directors in connection with the Merger. In addition,
whether or not the Merger is consummated, the Company has agreed to reimburse
Bradford for its reasonable out-of-pocket expenses, including the fees and
disbursements of its counsel, and to indemnify Bradford and certain related
persons against certain liabilities relating to or acting out of its
engagement, including certain liabilities under the federal securities laws.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Certain matters discussed herein are forward-looking statements that involve
risks and uncertainties. Forward-looking statements include the information
concerning possible or assumed future results of operations of USBA and JMCG
set forth above under "--Opinion of JMCG's Financial Advisor." To that extent,
JMCG and USBA claim the protection of the disclosure liability safe harbor for
forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. Readers are cautioned that the important factors discussed
under "RISK FACTORS," in addition to those discussed elsewhere herein and the
documents incorporated by reference herein, could affect the future results of
JMCG and USBA and cause such results to differ materially from those expressed
in such forward-looking statements.

USBA'S BACKGROUND OF THE MERGER--MATERIAL CONTACTS AND BOARD DELIBERATIONS

In the third quarter of 1995, the USBA Board determined that a product line
expansion to include the ability to offer mutual funds, annuities and/or
brokerage services to USBA's direct clients, and ultimately to its indirect
clients, was a sound strategic decision.

In September 1995, Henry F. McCamish, Jr., a Director of USBA, introduced
James K. Mitchell, Chairman of the Board and Chief Executive Officer of JMCG,
to Ronald D. Wallace, the President and Chief Executive Officer of USBA. The
initial meeting proved enlightening as to the complementary nature of the two
businesses; JMCG could provide the product line expansion that USBA desired
and USBA had the distribution skills and client base that JMCG desired.

In December 1995, after meetings with officers and directors of JMCG, the
USBA Board determined to pursue a strategic alliance with JMCG whereby USBA
would position JMCG as a provider of a quality product to USBA's client base.
In January 1996, USBA and JMCG executed the Marketing Agreement.

It soon became apparent that the two companies complemented each other very
well and that the market for JMCG Common Stock valued their combination
greater than their independent efforts, based on the JMCG Common Stock market
price rising from $1.4375 just prior to execution of the Marketing Agreement
to $3.813 on May 20, 1996. Numerous meetings took place between
representatives of JMCG, its financial advisors, counsel and accountants and
representatives of USBA, its counsel and accountants over the next several
weeks regarding the structure and terms of the Merger, the due diligence
investigations of both parties and management integration issues, among
others. These discussions culminated in the execution of the Merger Agreement
on May 20, 1996.

USBA'S REASONS FOR THE MERGER

The USBA Board concluded that the Merger was in the best interests of the
shareholders of USBA and unanimously approved the Merger Agreement and the
transactions and proposals contemplated thereby effective as of May 9, 1996.
The USBA Board also recommended that the shareholders of USBA approve the
Merger Agreement and the transactions and proposals contemplated thereby.

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In determining to approve the Merger Agreement and to recommend such
approval by the USBA shareholders, the USBA Board considered the following
principal factors:

1. The USBA Board believed that the Merger would maximize the consolidated
resources of USBA and JMCG due to the complementary nature of their
businesses, which have little overlap and which present opportunities
for cross-utilization and cross-promotion of assets of each company in
the businesses operated by the other and, therefore, should enhance the
financial performance of each company.

2. The USBA Board believed that the Merger would significantly enhance the
strategic position of the combined companies; JMCG would have access to
a much larger client base and the customers of USBA would have available
to them a significantly broader range of products and services.

3. The USBA Board believed that the market value of the JMCG Common Stock
that was proposed to be received by USBA's shareholders pursuant to the
Merger represented an attractive return on the USBA shareholders'
collective investment.

4. USBA's shareholders would benefit by ownership of securities of a
publicly traded company with a more liquid market for its shares.

5. The USBA Board believed that the Merger would provide USBA's
shareholders with the ability to maintain an equity interest in the
ongoing business of the Surviving Corporation and benefit from the
synergies expected to result from the combination of the two companies
through the conversion of their USBA shares to JMCG stock.

6. The USBA Board concluded, based on interviews with management of USBA
and JMCG, that the corporate culture and management philosophy of JMCG
are compatible with the management philosophy and corporate culture of
USBA and the two companies can be readily integrated.

The USBA Board also considered the factors listed in this Proxy
Statement/Prospectus under "RISK FACTORS" above in determining to approve the
Merger Agreement and recommend approval thereof by the shareholders of USBA.
The USBA Board determined that the benefits of the Merger to the USBA
shareholders outweighed any potential negative effects associated with these
risks. In light of the number and variety of factors considered by the USBA
Board in connection with its evaluation of the Merger, it was not practicable
to assign relative weights to the foregoing factors and the USBA Board did not
do so.

Recommendation of USBA Board.

The USBA Board of Directors has unanimously approved the Merger Agreement
and believes that the Merger is fair and in the best interests of USBA and its
shareholders. The USBA Board of Directors unanimously recommends that the
shareholders of USBA vote in favor of approval and adoption of the Merger
Agreement.

EFFECTIVE TIME OF THE MERGER

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CONVERSION OF USBA SECURITIES

Upon consummation of the Merger, Merger Sub will merge with and into USBA,
and USBA will be the surviving corporation in the Merger (the "SURVIVING
CORPORATION") and will change its name to a name to be designated by USBA
prior to the Effective Time. As a result of the Merger, the Surviving
Corporation will be a wholly owned subsidiary of JMCG, and the issued and
outstanding securities of USBA will be converted as follows:

USBA Value Appreciation Rights. Each USBA Value Appreciation Right ("VAR")
issued and outstanding immediately prior to the Effective Time shall be
converted into an option to acquire a number of shares of JMCG Common Stock
equal to the number of USBA Common Shares subject to such VAR multiplied by
the Exchange Factor (a "VAR OPTION"). Each VAR Option shall be exercisable for
$0.01 per share of JMCG Common Stock and shall be and remain subject to the
vesting conditions of the original VAR; provided, however, that no VAR Option
shall be exercisable (i) prior to January 1, 1997 or (ii) for fractional
shares of JMCG Common Stock. On May 20, 1996 (the date of the Merger
Agreement), VAR Options to acquire 86,950 USBA Common Shares were outstanding.

USBA Options. Each option to acquire USBA Common Shares outstanding
immediately prior to the Effective Time (a "USBA OPTION") shall be deemed to
be automatically converted into an option (a "JMCG OPTION") to purchase that
number of shares of JMCG Common Stock as is determined by multiplying the
number of USBA Common Shares for which such USBA Option was exercisable
(assuming full vesting) by the Exchange Factor. The exercise price per share
of JMCG Common Stock for each such JMCG Option shall be determined by dividing
the exercise price per USBA Common Share for the applicable USBA Option by the
Exchange Factor. As promptly as possible subsequent to the Effective Time,
JMCG shall file with the SEC registration statements on Form S-8 in respect of
the shares underlying JMCG Options and VAR Options. Each JMCG Option shall
otherwise be subject to the same terms and conditions as its predecessor USBA
Option; provided that the vesting schedule for each such JMCG Option shall be
the vesting schedule of the corresponding USBA Option in effect on May 20,
1996 (the date of the Merger Agreement) as if no "change of control" or other
acceleration of benefits event had occurred. By their approval and adoption of
the Merger Agreement, the stockholders of JMCG will be deemed to have approved
the JMCG Options and VAR Options, as well as any amendments to the JMCG
employee benefit plans to which such JMCG Options and VAR Options may relate
as shall be necessary or advisable to accomplish the issuance of the JMCG
Options and the VAR Options. On May 20, 1996 (the date of the Merger
Agreement), USBA Options to acquire 65,600 USBA Common Shares were outstanding
(all at the exercise price of $48.21 per USBA Common Share).

USBA Preferred Shares. Each share of the preferred stock, par value
$1,000.00 per share, of USBA (the "USBA PREFERRED SHARES") issued and
outstanding immediately prior to the Effective Time shall be converted into
one share of the Series A Preferred Stock, par value $0.01 per share, of JMCG
(the "JMCG PREFERRED STOCK") with the rights, preferences and privileges set
forth in the Certificate of Designation attached hereto as APPENDIX B (the
"CERTIFICATE OF DESIGNATION"). See "DESCRIPTION OF JMCG CAPITAL STOCK--
Preferred Stock--Series A Preferred Stock." By their approval and adoption of
the Merger and Merger Agreement, the stockholders of JMCG will be deemed to
have approved and ratified the Certificate of Designation and the
modifications to the JMCG Charter effected by the filing of such Certificate
of Designation. On May 20, 1996 (the date of the Merger Agreement), 3,758.131
USBA Preferred Shares were issued and outstanding.

44
<PAGE>

The USBA Common Shares and the USBA Preferred Shares to be converted
pursuant to the Merger are referred to as the "CONVERTED USBA SHARES."

ADJUSTMENT OF THE EXCHANGE FACTOR

The Exchange Factor will adjust in the event that either (1) the amount of
issued and outstanding capital stock of USBA at the Effective Time, on a
fully-diluted basis, is greater than or less than as set forth in the Merger
Agreement (representing the issued and outstanding capital of USBA on the date
of execution of the Merger Agreement) or (2) the average closing price of JMCG
Common Stock quoted on the Nasdaq National Market as reported by The Wall
Street Journal for the period of twenty (20) trading days immediately
preceding the third (3rd) business day prior to the date of the JMCG Annual
Meeting (the "AVERAGE PRICE") is less than or greater than four dollars
($4.00).

Differential in Capital Stock

In the event that the amount of USBA capital stock at the Effective Time is
greater than or less than as set forth in the Merger Agreement, the Exchange
Factor will be proportionally adjusted (with reference, in the instance of
derivative securities such as options, to the Average Price). Management of
JMCG is presently not aware of any circumstances that would entail an
adjustment in this regard.

Average Price Less than Four Dollars

If the Average Price is less than four dollars ($4.00), but equal to or
greater than three dollars ($3.00), then for each whole cent ($0.01) of
difference between four dollars ($4.00) and the Average Price, the Exchange
Factor shall be increased by the amount of 0.024189.

For example, at an Average Price of three dollars and fifty cents ($3.50),
the Exchange Factor would be 15.722657 [14.513207 + (50 x 0.024189) =
15.722657].

Average Price Less than Three Dollars

If the Average Price is less than three dollars ($3.00), then the Exchange
Factor shall be set at the quotient of (x) divided by (y) where (x) is equal
to twenty-one million dollars ($21,000,000.00) divided by the Average Price
and (y) is equal to 413,416.54 (the number of USBA Common Shares and VARs
outstanding as of the date of the Merger Agreement); provided, however, that
JMCG is not obligated to give effect to the Merger if (A) the Average Price is
less than three dollars ($3.00) and/or (B) the Exchange Factor is greater than
16.932107 (which is the Exchange Factor, determined as provided above, at an
average Price of $3.00).

For example, at an Average Price of two dollars and fifty cents ($2.50), the
Exchange Factor would be 20.318490 [($21,000,000/$2.50)/413,416.54) =
20.318490].

Average Price Greater than Four Dollars

If the Average Price is greater than four dollars ($4.00), but equal to or
less than five dollars ($5.00), then for each whole cent ($0.01) of difference
between four dollars ($4.00) and the Average Price, the Exchange Factor shall
be decreased by the amount of 0.019351.

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<PAGE>

For example, at an Average Price of four dollars and fifty cents ($4.50),
the Exchange Factor would be 13.545657 [14.513207 - (50 x 0.019351) =
13.545657].

Average Price Greater than Five Dollars

If the Average Price is greater than five dollars ($5.00), then the Exchange
Factor shall be set at the lower of (1) the quotient of (x) divided by (y)
where (x) is equal to thirty million dollars ($30,000,000.00) divided by the
Average Price and (y) is equal to 413,416.54 (the number of USBA Common Shares
and VARs outstanding as of the date of the Merger Agreement) or (2) 12.578107
(which is the Exchange Factor, determined as provided above, at an Average
Price of $5.00).

For example, at an Average Price of five dollars and fifty cents ($5.50),
the Exchange Factor would be 12.578107 [the lower of (1) and (2) where (1)
is ($30,000,000/$5.50)/413,416.54 = 13.193825].

Average Price Equal to Four Dollars

If the Average Price equals four dollars ($4.00), then the Exchange Factor
shall equal 14.513207.

The following table illustrates, over a range of Average Prices, the number
of shares of JMCG Common Stock that may be issued to holders of USBA Common
Shares and USBA Preferred Shares. The table assumes (i) full conversion of
JMCG Preferred Stock (issued in exchange for USBA Preferred Shares) into
shares of JMCG Common Stock and (ii) full exercise of all VAR Options, but
excludes (x) any exercise of JMCG Options converted from USBA Options and (y)
any exercise of the warrant to acquire 4,149 USBA Common Shares which will be
assumed by JMCG in the Merger (and thereafter exercisable for a number of
shares of JMCG Common Stock based upon the Exchange Factor).

<TABLE>
<CAPTION>
SHARES OF JMCG
SHARES OF JMCG COMMON STOCK ISSUED
COMMON STOCK ISSUED TO FORMER HOLDERS
TO FORMER HOLDERS OF TOTAL SHARES OF
AVERAGE OF USBA COMMON USBA PREFERRED JMCG
PRICE SHARES AND VARS SHARES COMMON STOCK ISSUED
------- ------------------- ------------------- -------------------
<S> <C> <C> <C>
$1.00 21,000,000 2,639,857 23,639,857
$2.00 10,500,000 1,319,928 11,819,928
$2.50 8,400,000 1,055,943 9,455,943
$3.00 7,000,000 879,952 7,879,952
$3.50 6,500,000 817,099 7,317,099
$4.00 6,000,000 754,245 6,754,245
$4.50 5,600,000 703,962 6,303,962
$5.00 5,200,000 653,679 5,853,679
$5.50 5,200,000 653,679 5,853,679
$6.00 5,000,000 628,537 5,628,537
$6.50 4,615,385 580,188 5,195,573
$7.00 4,285,714 538,746 4,824,460
</TABLE>

EFFECT OF REVERSE SPLIT

In the event the Reverse Split is approved by the JMCG stockholders and
implemented prior to the Effective Time, then the Exchange Factor shall be
adjusted to reflect such Reverse Split. Otherwise, implementation of the
Reverse Split following the Effective Time shall result in modification of the
number of shares of JMCG Common Stock into which USBA Common Shares shall have
already converted pursuant to the Merger (as well as the number of shares of
JMCG Common Stock into which shares of JMCG Preferred Stock are then or
thereafter convertible).

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<PAGE>

FRACTIONAL SHARES

USBA WARRANT

USBA presently has outstanding a warrant arrangement permitting the holder
to acquire up to 4,149 USBA Common Shares at an exercise price of $48.21 per
share. At the Effective Time, such warrant arrangement will be assumed by JMCG
and the holder will be entitled to acquire a number of shares of JMCG Common
Stock equal to 4,149 multiplied by the Exchange Factor at an exercise price
per share equal to $48.21 divided by the Exchange Factor.

STOCK OWNERSHIP FOLLOWING THE MERGER

Based upon the number of USBA Common Shares and USBA Preferred Shares
outstanding as of the JMCG Record Date (before elimination of fractional
shares and assuming no exercise of dissenters' rights) and based upon a JMCG
Common Stock closing price of $3.1875 on July 11, 1996 (i.e., assuming such
price constituted the Average Price), an aggregate of 6,810,010 shares of JMCG
Common Stock (assuming full exercise of the VAR Options, but excluding the
exercise of other options and a warrant assumed by JMCG in the Merger as well
as conversion of 3,758.131 shares of JMCG Preferred Stock issued in the Merger
into 856,069 shares of JMCG Common Stock) will be issued to USBA shareholders
in the Merger. Based upon the number of shares of JMCG Common Stock issued and
outstanding as of the JMCG Record Date (6,218,898), and after giving effect to
the issuance of such 6,810,010 shares of JMCG Common Stock in connection with
the Merger, former shareholders of USBA would hold approximately 52.27% of the
total outstanding shares of JMCG Common Stock.

Based on the options and the warrant to acquire USBA Common Shares
outstanding as of the JMCG Record Date (excluding VAR Options which are
addressed immediately above), JMCG will assume options and a warrant to
purchase approximately 1,148,941 shares of JMCG Common Stock (assuming $3.1875
constituted the Average Price as set forth above). After giving effect to the
full exercise of such options and warrants and conversion of the JMCG
Preferred Stock issued in the Merger into 856,069 shares of JMCG Common Stock,
former shareholders of USBA and holders of options and warrants to acquire
USBA Common Shares would hold approximately 58.63% of the total outstanding
shares of JMCG Common Stock.

EXCHANGE OF CONVERTED USBA SHARES

As of the Effective Time, JMCG shall deposit with an exchange agent (the
"EXCHANGE AGENT") certificates representing the securities of JMCG into which
Converted USBA Shares are converting pursuant to the Merger (the "EXCHANGE
SHARES") and any cash to be paid in lieu of fractional shares (such cash and
certificates representing JMCG securities, together with the amount of any
dividends or distributions payable with respect thereto, being hereinafter
referred to as the "EXCHANGE FUND"). After the Effective Time, there will be
no transfers on the stock transfer books of USBA. If, after the Effective
Time, certificates are presented to the Surviving Corporation, they will be
canceled and exchanged for the securities of JMCG into which the shares
represented thereby have been converted pursuant to the Merger and any cash to
be paid in lieu of fractional shares. Certificates surrendered for exchange by
any person constituting an "affiliate" of USBA for purposes of Rule 145(c)
under the Securities Act shall not be exchanged until JMCG has received a
written agreement from such person. See "--Affiliate Agreements".

As soon as practicable after the Effective Time, the Exchange Agent will
mail to each holder of record of a certificate representing Converted USBA
Shares (a "USBA CERTIFICATE") a letter of transmittal and instructions for
effecting the surrender of USBA Certificates in exchange for certificates
representing Exchange Shares. Upon

47
<PAGE>

surrender of a USBA Certificate for cancellation to the Exchange Agent
together with such letter of transmittal, duly executed, the holder of such
USBA Certificate shall be entitled to receive in exchange therefor a
certificate representing the Exchange Shares into which the Converted USBA
Shares represented by such USBA Certificate so surrendered shall have been
converted in the Merger. If a certificate representing Exchange Shares is to
be issued to a person other than the person in whose name the USBA Certificate
surrendered therefor is registered, it shall be a condition of issuance that
the USBA Certificate so surrendered shall be properly endorsed, or otherwise
in proper form for transfer, and that the person requesting such issuance
shall pay any transfer or other taxes required by reason of the issuance to a
person other than the registered holder of the USBA Certificate surrendered or
shall establish to the satisfaction of JMCG that such tax has been paid or is
not applicable.

Any portion of the Exchange Fund that remains unclaimed by the holders of
Converted USBA Shares for one year after the Effective Time shall be returned
to JMCG. Any such holder shall thereafter look only to JMCG for their portion
of the Exchange Fund, and in each case without any interest thereon.
Notwithstanding the foregoing, none of JMCG, the Surviving Corporation, the
Exchange Agent or any other person shall be liable to any holder of Converted
USBA Shares for any amount properly delivered to a public official pursuant to
applicable abandoned property, escheat or similar laws.

INTERIM OPERATIONS

Pursuant to the Merger Agreement, each of USBA and JMCG have agreed that,
prior to the Effective Time (unless JMCG or USBA, respectively, shall
otherwise agree in writing and except as otherwise contemplated by the Merger
Agreement):

(1) Its business (including the business of its subsidiaries) shall be
conducted only in the ordinary and usual course and, to the extent
consistent therewith, it shall use its best efforts to preserve its
business organization intact and maintain its existing relations with
customers, suppliers, employees and business associates.

(2) It shall not (i) create any subsidiaries; (ii) amend its charter or by-
laws (except, in the instance of JMCG, as may be required or advisable
to effect the Merger and the transactions contemplated by the Merger
Agreement); (iii) split, combine or reclassify its capital stock
(except, in the instance of JMCG, with respect to the Reverse Split);
or (iv) declare, set aside or pay any dividend payable in cash, stock
or property with respect to its capital stock (except, in the instance
of USBA, for regular dividends on the USBA Preferred Shares).

(3) It shall not (i) issue, sell, pledge, dispose of or encumber any shares
of, or securities convertible or exchangeable for, or options,
warrants, calls, commitments or rights of any kind to acquire any
shares of, its capital stock of any class or any other property or
assets other than shares issuable upon the exercise of options,
warrants or rights outstanding as of the date of the Merger Agreement;
(ii) transfer, lease, license, guarantee, sell, mortgage, pledge,
dispose of or encumber any material assets; (iii) incur or modify any
indebtedness or other liability other than in the ordinary and usual
course of business; (iv) acquire, directly or indirectly by redemption
or otherwise, any shares of its capital stock; or (v) authorize capital
expenditures in excess of $50,000 or make any acquisition of, or
investment in, assets or stock of any other person or entity.

(4) It shall not grant any severance or termination pay to, or enter into
any employment or severance agreement with, any director, officer or
other management-level employee (including directors, officers and
employees of any subsidiary); and it shall not establish, adopt, enter
into, make any new grants or awards under or amend any collective
bargaining, bonus, profit sharing, thrift, compensation, stock option,
restricted stock, pension, retirement, employee stock ownership,
deferred compensation, employment, termination, severance or other
plan, agreement, trust, fund, policy or arrangement for the benefit of
any director, officer or employee (including any director, officer or
employee of any subsidiary), except that the VARs may be converted into
options to acquire 86,950 USBA Common Shares at a nominal exercise
price per USBA Common Share.

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<PAGE>

(5) It shall not settle or compromise any material claims or litigation or
modify, amend or terminate any of its material contracts or waive,
release or assign any material rights or claims.

(6) It shall not make any tax election or permit any insurance policy
naming it as a beneficiary or a loss payable payee to be canceled or
terminated, except in the ordinary and usual course of its business.

ACQUISITION PROPOSALS

Pursuant to the Merger Agreement, each of USBA and JMCG have agreed that:

(A) It shall not (and it shall use its best efforts to cause its officers,
directors, employees, representatives and agents, including, but not
limited to, investment bankers, attorneys and accountants, not to),
directly or indirectly, encourage, solicit, participate in or initiate
discussions or negotiations with, or provide any information to, any
corporation, partnership, person or other entity or group (other than
the parties hereto and their representatives) concerning any merger,
tender offer or exchange offer involving it or the sale of all or a
significant portion of its assets, or the sale of its shares of capital
stock or debt securities, or any similar transaction involving it (any
of the foregoing being referred to herein as an "ACQUISITION
PROPOSAL").

(B) It will immediately cease any existing activities, discussions or
negotiations with any parties conducted prior to the date of the Merger
Agreement with respect to any Acquisition Proposal; provided, however,
that it may (i) upon request furnish information concerning its
business, properties or assets to any corporation, partnership, person
or other entity or group pursuant to appropriate confidentiality
agreements (which request is unsolicited after the date of the Merger
Agreement), and (ii) negotiate and participate in discussions and
negotiations with any such entity or group concerning an Acquisition
Proposal if (x) such entity or group has submitted a bona fide written
proposal to its Board of Directors relating to any such transaction
which the Board determines represents a Superior Proposal (as defined
below) and (y) in the opinion of its Board of Directors, only after
receipt of advice from competent outside legal counsel, the failure to
engage in such discussions or negotiations would cause the Board of
Directors to violate their fiduciary duties to its securityholders
under applicable law.

(C) It will promptly communicate to the other party the terms of any
proposal, discussion, negotiation or inquiry (and will disclose the
substance of any written materials received by it in connection with
such proposal, discussion, negotiation or inquiry) and the identity of
the party making such proposal or inquiry which it may receive in
respect of any such transaction.

(D) Subject to the following sentence, its Board of Directors shall not (i)
withdraw or modify, or propose to withdraw or modify, in a manner
adverse to the other party, the approval or recommendation by such
Board of Directors of the Merger, (ii) solicit, approve or recommend,
or propose to solicit, approve or recommend, any Acquisition Proposal
or (iii) approve or authorize it to enter into any agreement with
respect to any Acquisition Proposal. Notwithstanding the foregoing, in
the event its Board of Directors receives an Acquisition Proposal that,
based on the advice of competent outside counsel, the Board of
Directors is required to consider in the exercise of its fiduciary
obligations and that it determines to be a Superior Proposal, its Board
of Directors may (subject to the following sentence) withdraw or
adversely modify its approval or recommendation of the Merger and
approve or recommend any such Superior Proposal, approve or authorize
it to enter into an agreement with respect to such Superior Proposal,
approve the solicitation of additional Acquisition Proposals or
terminate this Agreement, in each case at any time after the fourth
business day following notice to the other party hereto (a "NOTICE OF
SUPERIOR PROPOSAL") advising such other party that its Board of
Directors has received a Superior Proposal and specifying the material
terms and the structure of such Superior Proposal. It may take any of
such actions pursuant to the preceding sentence only if an Acquisition
Proposal that was a Superior Proposal at the time of delivery of a
Notice of Superior Proposal continues to be a Superior Proposal in
light of any improved transaction proposed by the other party hereto
prior to the expiration of the four business-day period specified in
the preceding sentence.

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<PAGE>

(E) For purposes of the Merger Agreement, a "SUPERIOR PROPOSAL" means any
bona fide Acquisition Proposal to merge with a party or to acquire,
directly or indirectly, a material equity interest in or a significant
amount of voting securities or assets of a party for consideration
consisting of cash and/or securities, and otherwise on terms which the
party's Board of Directors determines in their good faith reasonable
judgment (based on the advice of a competent financial advisor of
recognized reputation) will provide greater aggregate value to its
securityholders as compared with the Merger (or otherwise proposed by
the other party as contemplated above).

ACCOUNTING TREATMENT

As required by generally accepted accounting principles, the purchase method
of accounting will be used to account for the Merger. Although JMCG will issue
its stock to the former shareholders of USBA and otherwise be the surviving
parent corporation in the Merger, it is anticipated that USBA will be the
acquirer and JMCG will be the acquiree for accounting purposes. Therefore, the
aggregate consideration paid by JMCG in connection with the Merger will be
allocated to JMCG's assets based on their fair value, the results of
operations of JMCG will be combined with the results of operations of USBA
only for the period subsequent to the Effective Time and the historical
financial statements that will be included in all public filings of JMCG after
the Merger will be those of USBA. However, the identity of the accounting
acquirer, as between USBA and JMCG, is subject to factors which are not
presently determinable such as the Average Price and the number of shares of
JMCG Common Stock issued or issuable in connection with the Merger. See Note
(1) of Notes to Unaudited Pro Forma Combined Condensed Financial Statements.

AFFILIATE AGREEMENTS

Prior to the Effective Time, certain persons who may be deemed to be
"affiliates" (as that term is defined for purposes of Rule 145 under the
Securities Act) of USBA will enter into certain affiliate agreements
("AFFILIATE AGREEMENTS") so as to comply with Rule 145 and federal income tax
regulations applicable to reorganizations. Specifically, each such person will
agree not to sell, transfer or otherwise dispose of JMCG Common Stock or JMCG
Preferred Stock issued to such person in the Merger unless such disposition is
made in conformity with Rule 145(d) of the Securities Act or such person
delivers to JMCG a legal opinion to the effect that such disposition is
otherwise exempt from registration under the Securities Act. Each person also
agrees that such person has no current plan or intention to sell, exchange or
otherwise dispose of JMCG Common Stock or JMCG Preferred Stock issued to such
person in the Merger.

DISSENTERS' RIGHTS

USBA

In connection with the Merger, a holder of USBA Common Shares or USBA
Preferred Shares will be entitled to demand appraisal rights in respect of
such shares under Section 14-2-1321 of the Georgia Business Corporation Code
("GBCC") subject to satisfaction by such shareholder of the conditions for
appraisal rights established by Section 14-2-1321. JMCG is not obligated to
give effect to the Merger if six and three-quarters percent (6.75%) or more of
the total number of outstanding shares of USBA (on an as-converted to USBA
Common Shares basis) request dissenters' rights in connection with the Merger.

JMCG

JMCG stockholders will not have appraisal rights in connection with the
Merger.

50
<PAGE>

CONDITIONS TO THE MERGER

Conditions on JMCG's Obligation

JMCG's obligation to consummate the Merger is subject to the satisfaction of
various conditions, including the following:

. Approval of the Merger and the Merger Agreement at the JMCG Annual
Meeting;

. No court or other governmental entity of competent jurisdiction shall
have enacted, issued, promulgated, enforced or entered any statute,
rule, regulation, judgment, decree, injunction or other order (whether
temporary, preliminary or permanent) which is in effect and prohibits
consummation of the transactions contemplated by the Merger Agreement or
imposes material restrictions on JMCG or USBA in connection with the
consummation of the Merger or with respect to their business operations,
either prior to or subsequent to the Merger (collectively, an "ORDER");

. All material filings required to be made prior to the Effective Time by
USBA with, and all consents, approvals and authorizations required to be
obtained prior to the Effective Time by USBA from, any governmental
entity in connection with the Merger and the Merger Agreement shall have
been made or obtained;

. The representations and warranties of USBA set forth in the Merger
Agreement shall be true in all material respects as of the Effective
Time as though made at and as of the Effective Time, and USBA shall have
performed in all material respects all obligations required to be
performed by it under this Agreement at or prior to the Effective Time;

. JMCG shall have received a customary legal opinion of Kilpatrick & Cody,
legal counsel to USBA;

. JMCG shall have received a written opinion of Pillsbury Madison & Sutro
LLP (based upon appropriate representations of USBA, JMCG and
shareholders of USBA) to the effect that (i) the Merger will constitute
a reorganization within the meaning of Section 368(a) of the Code, (ii)
each of USBA and JMCG is a party to the reorganization within the
meaning of Section 368(b) of the Code and (iii) neither USBA nor JMCG
will recognize any income, gain or loss as a result of the Merger;

. The Registration Statement shall have become effective under the
Securities Act and no stop order suspending the effectiveness of the
Registration Statement shall have been initiated or be threatened by the
SEC;

. The number of dissenting shares, if any, shall not exceed six and three-
quarters percent (6.75%) of the total number of outstanding shares of
USBA as of the date of the Merger Agreement (on an as-converted to USBA
Common Shares basis);

. The Average Price shall be at least three dollars ($3.00) and the
Exchange Factor shall be no greater than 16.932107;

. The written opinion of J.C. Bradford & Co. to the effect that the terms
of the Merger are fair to JMCG and its stockholders from a financial
point of view shall not have been withdrawn; and

. Ronald D. Wallace shall have executed and delivered an Employment
Agreement (such an agreement was executed and delivered on May 20,
1996).

Condition on USBA's Obligation

USBA's obligation to consummate the Merger is subject to the satisfaction of
various conditions, including the following:

. Approval of the Merger and the Merger Agreement by the shareholders of
USBA;

. There shall be in effect no Order;

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<PAGE>

. All material filings required to be made prior to the Effective Time by
JMCG with, and all consents, approvals and authorizations required to be
obtained prior to the Effective Time by JMCG from, any governmental
entity in connection with the Merger and the Merger Agreement shall have
been made or obtained;

. The representations and warranties of JMCG set forth in the Merger
Agreement shall be true in all material respects as of the Effective
Time as though made at and as of the Effective Time, and JMCG shall have
performed in all material respects all obligations required to be
performed by it under this Agreement at or prior to the Effective Time;

. USBA shall have received a customary legal opinion of Pillsbury Madison
& Sutro LLP, legal counsel to JMCG;

. USBA shall have received a written opinion of Kilpatrick & Cody (based
upon appropriate representations of USBA, JMCG and stockholders of JMCG)
to the effect that (i) the Merger will constitute a reorganization
within the meaning of Section 368(a) of the Code, (ii) each of USBA and
JMCG is a party to the reorganization within the meaning of Section
368(b) of the Code and (iii) neither USBA nor JMCG will recognize any
income, gain or loss as a result of the Merger;

. A Certificate of Designation (in substantially the form attached hereto
as Appendix B) creating the JMCG Preferred Stock shall have been
accepted for filing by the Delaware Secretary of State; and

. James K. Mitchell shall have executed and delivered an Employment
Agreement (such an agreement was executed and delivered on May 20,
1996).

TERMINATION OF THE MERGER AGREEMENT

Possible Termination Events

The Merger Agreement may be terminated at any time prior to the Effective
Time, whether before or after the approval by securityholders of JMCG or USBA,
in the following circumstances:

(1) By the mutual consent of the Boards of Directors of JMCG and USBA.

(2) By either JMCG or USBA (i) if any court or other governmental entity of
competent jurisdiction in the United States shall have issued, enacted,
promulgated, enforced or entered an Order or taken any other action
permanently restraining, enjoining or otherwise prohibiting the Merger
and such Order or other action shall have become final and
nonappealable or (ii) if the Merger shall not have been consummated by
September 30, 1996.

(3) By USBA (i) if there should be any material breach of JMCG's
representations, warranties or covenants under the Merger Agreement,
which breach shall not be cured within ten days of written notice to
JMCG thereof, (ii) to allow USBA to enter into an agreement which the
Board of Directors of USBA determines to be a Superior Proposal, (iii)
if the Board of Directors of JMCG shall have (A) withdrawn or modified,
or proposed to withdraw or modify, in a manner adverse to USBA, its
approval or recommendation of the Merger Agreement or the Merger, (B)
solicited, approved or recommended, or proposed to solicit, approve or
recommend, any Acquisition Proposal or (C) approved or authorized
JMCG's entering into any agreement with respect to any Acquisition
Proposal, or (iv) JMCG fails to comply in any material respect with its
non-solicitation covenants (see "--Acquisition Proposals").

(4) By JMCG (i) if there should be any material breach of USBA's
representations, warranties or covenants under the Merger Agreement,
which breach shall not be cured within ten days of written

52
<PAGE>

notice to USBA thereof, (ii) to allow JMCG to enter into an agreement
which the Board of Directors of JMCG determines to be a Superior
Proposal, (iii) if the Board of Directors of USBA shall have (A)
withdrawn or modified, or proposed to withdraw or modify, in a manner
adverse to JMCG, its approval or recommendation of the Merger Agreement
or the Merger, (B) solicited, approved or recommended, or proposed to
solicit, approve or recommend, any Acquisition Proposal or (C) approved
or authorized USBA's entering into any agreement with respect to any
Acquisition Proposal, or (iv) USBA fails to comply in any material
respect with its non-solicitation covenants (see "--Acquisition
Proposals").

Certain Consequences of Termination

Any termination of the Merger Agreement by USBA pursuant to clauses (3)(i),
(3)(iii) or (3)(iv) of the immediately foregoing section or by JMCG pursuant
to clauses (2)(ii) or (4)(ii) of such section would cause the USBA Warrant to
become immediately exercisable for 1,000,000 shares of JMCG Common Stock at an
exercise price of $1.4375 per share.

Any termination of the Merger Agreement by JMCG pursuant to clauses (4)(i),
(4)(iii) or (4)(iv) of the immediately foregoing section or by USBA pursuant
to clauses (2)(ii) or (3)(ii) of such section would cause JMCG to be entitled
to receive from USBA, at JMCG's election, the Termination Fee of $1,000,000 or
the Termination Shares (18,182 USBA Common Shares) as otherwise provided by
the Marketing Agreement.

AMENDMENT OF THE MERGER AGREEMENT

EMPLOYMENT AGREEMENTS FOR POST-MERGER OFFICERS

Ronald D. Wallace

A condition of JMCG's obligation to effect the Merger is the execution and
delivery to JMCG by Mr. Ronald D. Wallace, presently the President and Chief
Executive Officer of USBA, of an employment agreement (the agreement was
executed and delivered on May 20, 1996). Following the Merger, the Merger
Agreement provides that Mr. Wallace will serve as the Chief Executive Officer
and President of JMCG and the Chief Executive Officer of USBA as well as Vice
Chairman of JM&C. Mr. Wallace's employment agreement provides for an initial
term of three years, with year to year renewal thereafter, and a base salary
of $287,427 per year which is subject to annual cost-of-living increases and
merit increases as may be determined by the JMCG Board of Directors from time
to time. In addition, under such agreement Mr. Wallace is entitled to (i)
incentive compensation of one and one-half percent (1.5%) of JMCG's
consolidated pre-tax earnings before interest, taxes, depreciation and
amortization and (ii) customary benefits for principal executive officers.
Under certain circumstances, including JMCG's termination of Mr. Wallace
without cause or Mr. Wallace's termination following a change in control of
JMCG, Mr. Wallace is entitled to the benefits under his employment contract
for the balance of the term.

James K. Mitchell

A condition of USBA's obligation to effect the Merger is the execution and
delivery to JMCG by Mr. James K. Mitchell, presently the Chairman and Chief
Executive Officer of JMCG, of an employment agreement (the agreement was
executed and delivered on May 20, 1996). Following the Merger, the Merger
Agreement provides that Mr. Mitchell will serve as the Chairman of the Board
of Directors of JMCG and the Chairman and Chief Executive Officer of JM&C. Mr.
Mitchell's employment agreement provides for an initial term of three years,
with year to year renewal thereafter, and a base salary of $287,427 per year
which is subject to annual cost-of-

53
<PAGE>

living increases and merit increases as may be determined by the JMCG Board of
Directors from time to time. In addition, under such agreement Mr. Mitchell is
entitled to (i) incentive compensation of one and one-half percent (1.5%) of
JMCG's consolidated pre-tax earnings before interest, taxes, depreciation and
amortization and (ii) customary benefits for principal executive officers.
Under certain circumstances, including JMCG's termination of Mr. Mitchell
without cause or Mr. Mitchell's termination following a change in control of
JMCG, Mr. Mitchell is entitled to the benefits under his employment contract
for the balance of the term.

POST-MERGER JMCG BOARD OF DIRECTORS

<TABLE>
<CAPTION>
TERM
NAME EXPIRING IN:
---- ------------
<S> <C>
James K. Mitchell......................... 1999
Ronald D. Wallace......................... 1999
James P. Cotton, Jr....................... 1999
Gerald F. Schmidt......................... 1998
Edward J. Baran........................... 1998
Barton Beek............................... 1998
Steven E. Raville......................... 1997
Charles H. Black.......................... 1997
Anthony M. Frank.......................... 1997
</TABLE>

Approval of the Merger and the terms of the Merger Agreement by the
stockholders of JMCG at the JMCG Annual Meeting shall be deemed to constitute
ratification by such stockholders of the election of the Post-Merger Directors
for the terms indicated.

Information with respect to the age and principal occupation during the past
five years of each Post-Merger Director, as of May 20, 1996, is set forth
below. There are no family relationships among the Post-Merger Directors.

James K. Mitchell became a Director of JMCG in October 1988 and became
Chairman and Chief Executive Officer of JMCG on January 1, 1993. Mr. Mitchell
is the founder of JMCG's principal subsidiary, JM&C. In 1973, Mr. Mitchell was
a founding officer of Security First Group, a financial services firm which
pioneered the concept of marketing insurance and annuity products through
stock brokerage firms. Before joining that firm, Mr. Mitchell served as Vice
President of Marketing for the Variable Annuity Life Insurance Company of
Houston, Texas. He attended Portland State University and is a registered
Principal with the NASD. Mr. Mitchell is 57 years of age.

Ronald D. Wallace became a Director and President of USBA in 1990. Mr.
Wallace was a founder and formerly President of BEI Investments, Inc., then a
subsidiary of BEI Holdings, Ltd. Mr. Wallace also previously served as
executive vice president of BEI Holdings, Ltd. He is a graduate of Georgia
Institute of Technology. Mr. Wallace is 47 years of age.

James P. Cotton, Jr. became a Director, Chief Executive Officer and Chairman
of the Board of USBA in 1991. Mr. Cotton is a Director of AMRESCO, INC. (since
1993) and served as Chairman of the Board of BEI Holdings, Ltd. from 1986
until it was merged with AMRESCO, INC., in 1993. He is a graduate of
University of Georgia. Mr. Cotton is 57 years of age.

Gerald F. Schmidt became a Director of USBA in June 1991. Mr. Schmidt is
President and a Director of Cordova Capital, Inc., and General Partner of
Cordova Capital Partners, L.P. He also serves on the boards of

54
<PAGE>

RealCom, Inc., Environmental Medicine Resources, Inc. and Cornerstone Products
Inc. He is a graduate of North Dakota State University. Mr. Schmidt is 56
years of age.

Edward J. Baran became a Director of JMCG in August 1992. Mr. Baran, who has
spent more than thirty years in the insurance business, is currently Chairman
and Chief Executive Officer of BCS Financial Corporation, a financial services
holding company. Prior to joining BCS in November 1987, Mr. Baran was Vice
Chairman, President and Chief Executive Officer of Capitol Life Insurance
Company of Denver, Colorado. He is a graduate of Georgetown University and a
member of the current Compensation Committee of the JMCG Board of Directors.
Mr. Baran is 60 years of age.

Barton Beek became a Director of JMCG in January 1984. Mr. Beek is a senior
partner of O'Melveny & Myers, a law firm which he joined in 1955, with offices
worldwide. Mr. Beek is a graduate of the California Institute of Technology,
the Stanford University Graduate School of Business and Loyola College of Law.
Mr. Beek is a director of Wynns International, Inc. He is a member of the
current Compensation Committee of the JMCG Board of Directors. Mr. Beek is 72
years of age.

Stephen E. Raville became a Director of USBA in April 1994. Mr. Raville has
served as a Director of Communication Central, Inc. since October 1993. He has
served as President of First Southeastern Corporation, a venture capital firm
based in Atlanta, Georgia, since December 1992. From 1985 until December 1992,
he served as Chairman of the Board and Chief Executive Officer of Advanced
Telecommunications Corporation. He serves on the boards of directors of
Comdata Corporation, Dateq. Corp. and First Union National Bank of Georgia. He
is a graduate of the University of Virginia. Mr. Raville is 49 years of age.

Charles H. Black became a Director of JMCG in June, 1993. Mr. Black is
currently a private investor, having most recently served as Vice Chairman of
Pertron Controls Corporation. From 1982 to 1985, Mr. Black served as Executive
Vice President, Director and Chief Financial Officer of Kaiser Steel
Corporation. He served as Executive Vice President and Chief Financial Officer
of Great Western Financial Corporation and Great Western Savings and Loan from
1980 to 1982 after having spent over 20 years in various financial and
management positions with Litton Industries, Inc., the most recent being
Corporate Vice President and Treasurer. Mr. Black is a member of the Board of
Governors of the Pacific Stock Exchange and serves as a director of Investment
Company of America, AMCAP Fund, Inc., Fundamental Investors, Inc., American
Variable Insurance Trust, and The Global Swap Fund, all mutual funds. He also
serves as a director of Wilshire Technologies, Inc., in addition to several
privately-held corporations. Mr. Black is a graduate of the University of
Southern California. He is a member of the current Audit Committee of the JMCG
Board of Directors. Mr. Black is 69 years of age.

Anthony M. Frank will become a Director of JMCG upon the effectiveness of
the Merger and the subsequent reconstitution of the JMCG Board of Directors.
Mr. Frank was elected as an advisory director to USBA in May 1995. He was the
owner-trustee of Lincoln Bank in New York City from January 1993 to August
1994. He was the postmaster general of the U.S. Postal Service between March
1988 and March 1992 under President George Bush. Between 1962 and 1988, among
other positions held, Mr. Frank served as President and CEO of State Mutual
Savings in Los Angeles, President of Titan Group in New York, President and
Chief Operating Officer of Citizens Savings and Loan Association and Chairman
of First Nationwide Bank. Mr. Frank is currently a director of Charles Schwab
and several other companies. He is a graduate of Dartmouth College and has a
Masters of Business Administration from Amos Tuck School. Mr. Frank is 65
years of age.

POST-MERGER OFFICERS OF JMCG

At the Effective Time, the following persons shall hold the executive
officer position(s) of JMCG indicated:

James K. Mitchell--Chairman of the Board of Directors
Ronald D. Wallace--President and Chief Executive Officer

55
<PAGE>

VESTING OF OPTIONS FOR JMCG BOARD MEMBERS

All options to acquire JMCG Common Stock granted to members of the current
JMCG Board of Directors, in their capacities as such (and excluding the
Directors who are also employees, i.e., Messrs. James K. Mitchell and Brian J.
Finneran), will become immediately vested at the Effective Time. At such time,
the JMCG Board of Directors will be reconstituted as provided above. By their
approval and adoption of the Merger and Merger Agreement, the stockholders of
JMCG will be deemed to have approved any modifications to existing option
agreements and plans necessary to implement such immediate vesting. This
arrangement will cause the immediate vesting of options to acquire 12,000
shares of JMCG Common Stock for Mr. Edward J. Baran (otherwise subject to
vesting of 4,000 shares on each of August 25, 1996, 1997 and 1998), 8,000
shares of JMCG Common Stock for Mr. Barton Beek (otherwise subject to vesting
of 4,000 shares on each of February 4, 1997 and 1998), 12,000 shares of JMCG
Common Stock for Mr. Charles H. Black (otherwise subject to vesting of 4,000
shares on each of June 11, 1997, 1998 and 1999), 8,000 shares of JMCG Common
Stock for Mr. Robert A. Cervoni (otherwise subject to vesting of 4,000 shares
on each of February 4, 1997 and 1998), 8,000 shares of JMCG Common Stock for
Mr. Herbert G. Kawahara (otherwise subject to vesting of 4,000 shares on each
of May 29, 1997 and 1998), 8,000 shares of JMCG Common Stock for Mr. Robert G.
Sharp (otherwise subject to vesting of 4,000 shares on each of May 1, 1997 and
1998) and 4,000 shares of JMCG Common Stock for Mr. Donald E. Weeden
(otherwise subject to vesting on May 30, 1997).

POST-MERGER PRINCIPAL EXECUTIVE OFFICES

Promptly following the Effective Time, the principal executive offices of
JMCG shall be relocated to Atlanta, Georgia (initially, in the office space
presently occupied by USBA).

RIGHTS PLAN AMENDMENT

In 1990, JMCG's Board of Directors adopted a Shareholder Rights Plan (the
"RIGHTS PLAN") which provides for the distribution of one JMCG Common Stock
purchase right as a dividend for each outstanding share of JMCG Common Stock
as of April 1, 1990 and the issuance of one such purchase right in connection
with issuances of JMCG Common Stock by JMCG after April 1, 1990. The purchase
rights entitle stockholders to buy one share of JMCG Common Stock at $30.00
per share, subject to adjustment pursuant to the Rights Plan (for example, the
Reverse Split would effect a proportional increase in the purchase price). All
purchase rights expire on February 23, 2000. Generally, each right may be
exercised ten days after any person or group (an "ACQUIRER") acquires
beneficial ownership of 20% of the outstanding shares of JMCG Common Stock, or
ten days after an Acquirer announces a tender offer or other business
combination which would result in the Acquirer obtaining beneficial ownership
of 20% or more of the voting power of JMCG, unless such tender offer or
acquisition is made with approval of the JMCG Board of Directors. In
connection with the Merger Agreement, the JMCG Board of Directors has amended
the Rights Plan to provide that the Merger will not result in an event which
would cause the purchase rights to become exercisable.

REQUIRED VOTE

THE JMCG BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND ADOPTED THE MERGER
AGREEMENT AND THE MERGER. THE JMCG BOARD OF DIRECTORS RECOMMENDS THAT
STOCKHOLDERS VOTE IN FAVOR OF APPROVAL AND ADOPTION OF THE MERGER AGREEMENT
AND THE MERGER.

Approval and adoption of the Merger Agreement and the Merger requires the
affirmative vote of the holders of a majority of the votes cast on the
proposal in person or by proxy. The effect of an abstention is the same as a
vote against the proposal. A broker nonvote will not be factored into the
voting calculation for the proposal.

56
<PAGE>

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following summary discusses the material federal income tax consequences
of the Merger. The summary is based upon the Code, applicable Treasury
Regulations thereunder and administrative rulings and judicial authority as of
the date hereof. All of the foregoing are subject to change, possibly with
retroactive effect, and any such change could affect the continuing validity
of the discussion. The discussion assumes that each holder of Converted USBA
Shares holds such shares as a capital asset. Further, the discussion does not
address the tax consequences that may be relevant to a particular shareholder
subject to special treatment under certain federal income tax laws, such as
dealers in securities, banks, insurance companies, tax-exempt organizations,
non-United States persons, shareholders who acquired Converted USBA Shares
through the exercise of options or otherwise as compensation or through a tax-
qualified retirement plan, and holders of options and VARs granted under
USBA's benefit plans. This discussion does not address any consequences
arising under the laws of any state, locality or foreign jurisdiction.

Neither USBA nor JMCG has requested a ruling from the Internal Revenue
Service ("IRS") with regard to any of the federal income tax consequences of
the Merger and the opinions of counsel as to such federal income tax
consequences set forth below will not be binding on the IRS.

GENERAL

As of the date hereof, it is intended that the Merger will constitute a
reorganization pursuant to Section 368(a) of the Code and that for federal
income tax purposes no gain or loss will be recognized by USBA, JMCG or Merger
Sub. The respective obligations of the parties to consummate the Merger are
conditioned upon (i) the receipt by USBA of an opinion of Kilpatrick & Cody
dated the Closing Date confirming that the Merger will qualify as a
reorganization within the meaning of Section 368(a) of the Code and that each
of USBA, JMCG and Merger Sub will be a party to the reorganization within the
meaning of Section 368(b) of the Code, and (ii) the receipt by JMCG of an
opinion of Pillsbury Madison & Sutro LLP dated the Closing Date confirming
that the Merger will qualify as a reorganization within the meaning of Section
368(a) of the Code and that each of USBA, JMCG and Merger Sub will be a party
to the reorganization within the meaning of Section 368(b) of the Code. Such
opinions will be based upon, among other things, (i) representations of USBA,
JMCG and certain shareholders of USBA customarily given in transactions of
this type and (ii) the assumption that the Merger will be consummated in
accordance with the terms of the Merger Agreement.

The discussion below summarizes the material federal income tax consequences
of the Merger, assuming that the Merger will qualify as a reorganization
within the meaning of Section 368(a) of the Code.

CONSEQUENCES TO USBA SHAREHOLDERS

Under the reorganization provisions of the Code, no gain or loss will be
recognized by holders of Converted USBA Shares with respect thereto as a
result of the surrender of Converted USBA Shares in exchange for shares of
JMCG Common Stock or JMCG Preferred Stock, as the case may be, pursuant to the
Merger (except as discussed below with respect to cash received in lieu of
fractional shares). The aggregate tax basis of the shares of JMCG Common Stock
or JMCG Preferred Stock, as the case may be, received in the Merger (including
any fractional shares of JMCG Common Stock deemed received) will be the same
as the aggregate tax basis of the Converted USBA Shares surrendered in
exchange therefor in the Merger. The holding period of the shares of JMCG
Common Stock or JMCG Preferred Stock, as the case may be, received in the
Merger (including the holding period of fractional shares of JMCG Common Stock
deemed received) will include the holding period of Converted USBA Shares
surrendered in exchange therefor in the Merger.

FRACTIONAL SHARES

If a holder of Converted USBA Shares receives cash in lieu of a fractional
share interest in JMCG Common Stock in the Merger, such fractional share
interest will be treated as having been distributed to the holder, and

57
<PAGE>

such cash amount will be treated as received in redemption of the fractional
share interest. Under Section 302 of the Code, if such redemption is "not
essentially equivalent to a dividend" after giving effect to the constructive
ownership rules of the Code, the holder will generally recognize capital gain
or loss equal to the cash amount received for the fractional share of JMCG
Common Stock reduced by the portion of the holder's tax basis in Converted
USBA Shares surrendered that is allocable to the fractional share interest in
JMCG Common Stock. Under these rules, a minority shareholder of USBA should
recognize capital gain or loss on the receipt of cash in lieu of a fractional
share interest in JMCG Common Stock. The capital gain or loss will be long
term capital gain or loss if the holder's holding period in the fractional
share interest is more than one year.

DISSENTING SHARES

The Merger will be a taxable event for holders of Converted USBA Shares who
perfect appraisal rights under the GBCC and receive solely cash in exchange
for their Converted USBA Shares. Such a holder should recognize capital gain
or loss, assuming that the Converted USBA Shares are held by such holder as a
capital asset at the Effective Time, equal to the difference between the
amount of cash received and the holder's tax basis in the shares surrendered.

CONSEQUENCES TO USBA, JMCG, MERGER SUB AND HOLDERS OF JMCG COMMON STOCK

None of USBA, JMCG or Merger Sub or the holders of JMCG Common Stock will
recognize gain or loss as a result of the Merger.

THE PRECEDING DISCUSSION DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR
DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT TO THE MERGER. THUS, USBA
SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC
TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING TAX RETURN REPORTING
REQUIREMENTS, THE APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL AND OTHER
APPLICABLE TAX LAWS AND THE EFFECT OF ANY PROPOSED CHANGES IN THE TAX LAWS.

58
<PAGE>

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

The following Unaudited Pro Forma Combined Condensed Balance Sheet at March
31, 1996, and the Unaudited Pro Forma Combined Condensed Statements of
Operations for the year ended December 31, 1995 and the three months ended
March 31, 1996, combine information for JMCG and USBA giving effect to the
Merger applying the purchase method of accounting and the assumptions and
adjustments as discussed in the accompanying notes. The Unaudited Pro Forma
Combined Condensed Balance Sheet gives effect to the proposed Merger as if it
had occurred at March 31, 1996. The Unaudited Pro Forma Combined Condensed
Statements of Operations give effect to the Merger as if it had occurred as of
the first day of the respective periods presented. These Unaudited Pro Forma
Combined Condensed Financial Statements are based upon and should be read in
conjunction with (i) for JMCG, the audited consolidated financial statements
as of December 31, 1995 and for the year then ended and the unaudited
consolidated financial statements as of March 31, 1996 and for the three
months then ended, all of which are incorporated herein by reference (see
"INCORPORATION OF CERTAIN INFORMATION BY REFERENCE") and (ii) for USBA, the
audited consolidated financial statements as of December 31, 1995 and for the
year then ended and the unaudited consolidated financial statements as of
March 31, 1996 and for the three months then ended, all of which are included
elsewhere herein (see "INDEX TO FINANCIAL STATEMENTS"). The unaudited pro
forma adjustments described in the accompanying notes are based upon
preliminary estimates and certain assumptions that the managements of JMCG and
USBA believe are reasonable in such circumstances. The pro forma data are
presented for information purposes only and are not necessarily indicative of
the operating results or financial position that would have occurred had the
Merger been consummated at the dates indicated, nor are they necessarily
indicative of future operating results or financial position. The pro forma
combined condensed statements of operations do not give effect to anticipated
expenses and nonrecurring charges related to the Merger and the estimated
effect of revenue enhancements and expense savings associated with the
combined operations of JMCG and USBA.

The accompanying Unaudited Pro Forma Combined Condensed Financial Statements
have been presented as if the Merger had been accounted for as a "reverse
acquisition" of JMCG by USBA. However, the identity of the accounting
acquirer, as between USBA and JMCG, is subject to factors which are not
presently determinable such as the Average Price and the number of shares of
JMCG Common Stock issued or issuable in connection with the Merger. See Note
(1) of Notes to Unaudited Pro Forma Combined Condensed Financial Statements.

59
<PAGE>

JMC GROUP, INC. AND USBA HOLDINGS, LTD.

PRO FORMA COMBINED CONDENSED BALANCE SHEET
MARCH 31, 1996
(UNAUDITED)
(IN THOUSANDS)

STOCKHOLDERS' EQUITY
Convertible preferred stock and
convertible debt................... 3,958 3,958
Common stock........................ 62 326 (275) (7) 113
Additional paid-in capital.......... 940 10,998 20,283 (7) 34,984
2,763 (6)
Preferred stock dividends in
arrears............................ (184) (184)
Retained earnings (deficit)......... 6,182 (4,021) (6,182) (5,679)
(1,658)
------ ------- -------- -------
Total stockholders' equity......... 7,184 11,077 14,931 33,192
------ ------- -------- -------
Total liabilities and
stockholders' equity............. $9,800 $15,321 $ 17,935 $43,056
====== ======= ======== =======
</TABLE>

See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial
Statements.

60
<PAGE>

JMC GROUP, INC. AND USBA HOLDINGS, LTD.

PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARES AND EARNINGS PER SHARE)

<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
USBA COMBINED
JMC GROUP, HOLDINGS, PRO FORMA COMPANY
INC. LTD. ADJUSTMENTS (NOTE) PRO FORMA
---------- --------- ----------- ------ ----------
<S> <C> <C> <C> <C> <C>
Revenues, net.............. $ 14,313 $ 9,624 $ 23,937
Cost of revenues........... 6,400 6,406 12,806
--------- ------- ----------
Gross profit............. 7,913 3,218 11,131
General and administrative
expenses.................. 10,581 3,202 $ 1,986 (6) 15,769
Depreciation and
amortization.............. 394 390 1,764 (5) 2,548
--------- ------- ------- ----------
Operating loss............. (3,062) (374) (3,750) (7,186)
Interest income (expense),
net....................... 244 (251) (7)
Other income, net.......... 5,815 5,815
--------- ------- ------- ----------
Income (loss) before income
taxes..................... 2,997 (625) (3,750) (1,378)
Income tax provision
(benefit)................. 1,256 (97) (1,342) (8) (183)
--------- ------- ------- ----------
Net income (loss).......... 1,741 (528) (2,408) (1,195)
Preferred dividends........ (361) (361)
--------- ------- ------- ----------
Net income (loss) after
preferred dividends....... $ 1,741 $ (889) $(2,408) $ (1,556)
========= ======= ======= ==========
Primary earnings (loss) per
share..................... $ 0.28 $ (3.13) $ (0.15)
========= ======= ==========
Shares used in calculating
primary earnings (loss)
per share................. 6,201,000 284,000 10,664,000
</TABLE>

See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial
Statements.

61
<PAGE>

USBA HOLDINGS, LTD.

PRO FORMA CONDENSED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1995

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARES AND EARNINGS PER SHARE)

Amortization--Additional amortization of goodwill is required for the two
month period in 1995 for the subsidiaries. The amortization is based on
amortizable lives of 40 years and is as follows:

Income tax benefits--tax benefits have been recorded for the losses incurred
by the two subsidiaries for the two-month period in 1995. The benefit is as
follows:

See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial
Statements.

62
<PAGE>

JMC GROUP, INC. AND USBA HOLDINGS, LTD.

PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARES AND EARNINGS PER SHARE)

<TABLE>
<CAPTION>
HISTORICAL
--------------------
JMC USBA
GROUP, HOLDINGS, PRO FORMA COMBINED COMPANY
INC. LTD. ADJUSTMENTS (NOTE) PRO FORMA
--------- --------- ----------- ------ ----------------
<S> <C> <C> <C> <C> <C>
Revenues, net........... $ 2,764 $ 3,162 $(1,250) (4) $ 4,676
Cost of revenues........ 1,089 1,404 2,493
--------- ------- ------- ----------
Gross profit.......... 1,675 1,758 (1,250) 2,183
General and
administrative
expenses............... 1,809 737 2,763 (6) 5,309
Depreciation and
goodwill amortization.. 150 98 449 (5) 619
(78) (4)
--------- ------- ------- ----------
Operating profit (loss). (284) 923 (4,384) (3,745)
Interest income
(expense), net......... 69 (51) 18
Other, net.............. 7 7
--------- ------- ------- ----------
Income (loss) before
income taxes........... (208) 872 (4,384) (3,720)
Income tax provision
(benefit).............. (76) 363 (1,743) (8) (1,456)
--------- ------- ------- ----------
Net income (loss)....... (132) 509 (2,641) (2,264)
Preferred dividends..... (94) (94)
--------- ------- ------- ----------
Net income (loss) after
preferred dividends.... $ (132) $ 415 $(2,641) $ (2,358)
========= ======= ======= ==========
Primary earnings (loss)
per share.............. $ (0.02) $ 1.25 $ (0.21)
========= ======= ==========
Shares used in
calculating primary
earnings (loss) per
share.................. 6,199,000 332,000 11,281,000
</TABLE>

See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial
Statements.

63
<PAGE>

NOTES TO UNAUDITED PRO FORMA
COMBINED CONDENSED FINANCIAL STATEMENTS

(1) Pursuant to the terms of the Merger, USBA will become a wholly-owned
subsidiary of JMCG and (a) the USBA Common Shares will be converted into
shares of JMCG Common Stock at an exchange rate (referred to herein as the
Exchange Factor) determined based upon the average closing price of the
JMCG Common Stock for a defined period (Average Price), (b) the USBA
Preferred Shares will be converted into shares of newly-created JMCG
Preferred Stock, and (c) each outstanding warrant or option to purchase
USBA Common Shares will be assumed by JMCG. The accompanying combined
condensed pro forma financial statements have been prepared assuming an
Exchange Factor resulting from an Average Price of $3.50 per share.

It should be noted, however, that the Merger terms provide that the
Exchange Factor is subject to adjustment. In the event of changes in the
number of shares of USBA stock outstanding just prior to the Merger, or in
the event that the Average Price is greater than or less than $3.50 per
share for the defined period, the Exchange Factor would change, thereby
affecting the number of shares to be issued to the former USBA
shareholders. Accordingly, the number of shares to be exchanged, and
ultimately, the identity of the accounting acquirer, is subject to factors
which will be determined upon the consummation of the transaction. In the
event that the Exchange Factor results in the former common shareholder
interests of JMCG retaining the larger portion of the voting rights in the
combined entity (which would be the case in the event that JMCG's Average
Price exceeded approximately $4.60 per share), JMCG would likely be deemed
the accounting acquirer, and the Merger would be accounted for as an
acquisition of USBA by JMCG.

The pro forma combined condensed financial statements give effect to the
Merger on a purchase accounting basis using a fair market value of $3.41
per share for JMCG Common Stock, which represents the average market price
of the stock for a reasonable period before and after April 3, 1996, the
date of announcement of the Merger. As a result, the purchase price
calculated for accounting purposes totaled $22,006,000, which is the result
of multiplying the $3.41 per share market value described above by the
6,218,898 common shares of JMCG outstanding as of March 31, 1996, plus
$800,000 in estimated related costs to be incurred by JMCG and USBA.

The allocation of the purchase price is not expected to significantly
change from that shown on the pro forma balance sheet.

<TABLE>
<S> <C>
Value of stock held by JMCG................................. $21,206,000
Merger related costs........................................ 800,000
-----------
Subtotal................................................ 22,006,000
Less book value of net assets acquired...................... (7,184,000)
-----------
Excess of purchase price over book value.................... $14,822,000
===========
(2) The pro forma adjustments to intangible assets and deferred taxes are as
follows:
Fair value adjustments on JMCG identified intangibles:
Deferred commissions........................................ $10,000,000
Proprietary systems......................................... 1,500,000
-----------
Face value of identified intangibles........................ 11,500,000
Excess of purchase price over fair market value of JMCG
assets
(transaction goodwill)..................................... 7,922,000
-----------
Total adjustment to intangible assets....................... 19,422,000
Deferred tax liability related to fair value adjustments.... ( 4,600,000)
-----------
Total allocated excess of purchase price over book value.... $14,822,000
===========
</TABLE>

64
<PAGE>

These intangible assets will be amortized as follows:

. Deferred commissions will be amortized on an accelerated basis, similar
to the "double declining balance" method of amortization over a 15-year
period.

. Proprietary systems will be amortized on a straight line basis over 10
years.

. Transaction goodwill will be amortized on a straight line basis over a
25-year period.

. Deferred taxes will be utilized as the fair value adjustments are
amortized.

(3) The deferred tax liability of $4,600,000 was established based on an
assumed 40% effective tax rate applied to the total of the fair value
adjustments to identified intangibles.

(4) In January 1996, JMCG paid USBA $1,250,000 for a consulting agreement in
conjunction with a marketing alliance established between the companies.
In addition, JMCG issued warrants to USBA to purchase JMCG Common Stock.
These warrants were valued at $315,000 to JMCG. JMCG accounted for both
transactions as a capitalized deferred asset while USBA recorded the
payment of the $1,250,000 as income. The pro forma adjustment reflects the
elimination of the $1,250,000 and the $315,000 value of the warrants, net
of the related amortization of the amounts deferred by JMCG of $78,000 in
the first quarter of 1996, for a net adjustment of $1,487,000 to other
assets.

(5) This pro forma adjustment is for the amortization of identified
intangibles and transaction goodwill for 1995 and the first quarter of
1996.

<TABLE>
<S> <C>
1995 amortization............................................. $1,764,000
==========
1st Quarter 1996 amortization................................. $ 449,000
==========
</TABLE>

(6) Pursuant to the Merger Agreement, USBA Value Appreciation Rights ("VARs")
outstanding are converted into options to purchase JMCG Common Stock.
Certain of these options are fully vested as of the consummation of the
Merger, while other options vest over time. The accompanying pro forma
statements of operations for the year ended December 31, 1995 and the
three months ended March 31, 1996 reflect compensation expense associated
with these options as if the Merger transaction had taken place at the
beginning of each respective period. Accordingly, the pro forma statement
of operations for the year ended December 31, 1995 reflects compensation
expense of $1,986,000 which has also been included in the $2,763,000 of
compensation expense recorded for the three-month period ended March 31,
1996.

(7) Preferred shares issued and outstanding assuming consummation of the
Merger as of March 31, 1996 are as follows:

<TABLE>
<S> <C> <C>
Shares issued to former USBA preferred shareholders....... 3,758
Par value per preferred share............................. X $100.00
----------
$3,758,000
==========
</TABLE>

Common shares issued and outstanding assuming consummation of the Merger as
of March 31, 1996 are as follows:
<TABLE>
<S> <C> <C>
Shares held by JMCG common shareholders................. 6,199,000
Shares issued to former USBA common shareholders
(326,225 USBA common shares X 15.722657 exchange
factor)................................................ 5,129,000
-----------
Total common shares outstanding......................... 11,328,000
Par value per common share.............................. X $0.01
-----------
Pro forma common stock balance.......................... $ 113,000
===========
</TABLE>

(8) These pro forma adjustments represent the tax effect of the eliminating
entries described in note (4) and the adjustments to expense for inclusion
of the VAR's described in note (6).

65
<PAGE>

OWNERSHIP OF USBA'S SECURITIES AND RELATED INFORMATION

The following table sets forth, as of April 15, 1996, beneficial ownership
of USBA Common Shares and USBA Preferred Shares by each person, including any
"group" as that term is used in Section 13(d)(3) of the Exchange Act, known by
USBA to be the beneficial owner of more than 5% of the USBA Common Shares, and
by all officers and directors of USBA as a group.

<TABLE>
<CAPTION>
PERCENTAGE
OF
COMMON
AFTER
CONVERSION
OF
AMOUNT AND PREFERRED
NATURE OF PERCENT AND
TITLE OF BENEFICIAL OF EXERCISE OF
BENEFICIAL OWNER CLASS(1) OWNERSHIP CLASS OPTIONS(2)
---------------- --------- ---------- ------- -----------
<S> <C> <C> <C> <C>
James P. Cotton, Jr.(10)........... Common 34,799.9(3) 10.66% 18.22%
Preferred 6.2584 0.17% --
Stephen E. Raville(10)............. Common 20,200(4) 6.19% 7.99%
Preferred -- -- --
Ronald D. Wallace(10).............. Common 19,504(5) 5.97% 10.98%
Preferred -- -- --
C. David Carley.................... Common -- -- --
Preferred -- -- --
David E. Homrich................... Common -- -- --
Preferred -- -- --
Henry F. McCamish, Jr.(6)(10)...... Common 6,455 1.98% 6.82%
Preferred 1,225.8400 32.62% --
I. Sigmund Mosley, Jr. ............ Common -- -- --
Preferred -- -- --
Paul M. Pantozzi................... Common -- -- --
Preferred -- -- --
Gerald F. Schmidt.................. Common -- (7) -- --
Preferred -- -- --
Stanley J. Rodimon................. Common -- -- --
Preferred -- -- --
ProActive, Inc.(10)................ Common 43,251 13.25% --
Preferred -- -- --
Cordova Capital Partners, L.P.(11)
.................................. Common 27,786 8.51% --
Preferred -- -- --
John P. Imlay...................... Common 22,976(8) 7.04% 7.88%
Preferred -- -- --
Arthur R. Blank.................... Common 19,180 5.88% --
Preferred -- -- --
BIGHR Liquidation Corp.(10) ....... Common 18,200 5.57% --
Preferred -- -- --
Atlantic Investment Co. &(12)...... Common 18,182 5.57% --
Courts Foundation, Inc. Preferred -- -- --
All Officers and Directors......... Common 80,958.9(9) 24.80% 41.27%
as a Group (10 persons) Preferred 1,234.0984 32.79% --
</TABLE>
- --------
(1) Shares of USBA Preferred Shares are convertible into USBA Common Shares.
The number of USBA Common Shares indicated as beneficially owned by each
person or group does not include USBA Common Shares such person or group
could acquire upon conversion of USBA Preferred Shares, and the Percent of
Class of USBA Common Shares shown does not include USBA Common Shares that
could be acquired upon conversion of shares of USBA Preferred Shares.

(2) Represents the percent of total shares of USBA Common Shares that the
named person or group would beneficially own if such person or group, and
only such person or group, exercised all of his or their stock options and
converted all USBA Preferred Shares he or they own into USBA Common
Shares.

66
<PAGE>

(3) Does not include 30,100 shares issuable upon the exercise of presently
exercisable stock options. Such shares are reflected in the Percent of
Common After Conversion of Preferred and Exercise of Options figure in the
far right column.
(4) Does not include 6,400 shares issuable upon the exercise of presently
exercisable stock options. Such shares are reflected in the Percent of
Common After Conversion of Preferred and Exercise of Options figure in the
far right column.
(5) Does not include 18,342 shares issuable upon the exercise of presently
exercisable stock options. Such shares are reflected in the Percent of
Common After Conversion of Preferred and Exercise of Options figure in the
far right column.
(6) Includes 1,255.84 USBA Preferred Shares and 6,455 USBA Common Shares held
by certain trusts of which Mr. McCamish is a beneficiary.
(7) Does not include the shares owned by Cordova Capital Partners, L.P., which
Mr. Schmidt could be deemed to beneficially own as a result of his service
as an officer and director of Cordova Capital, Inc., the corporate general
partner of Cordova Capital Partners, L.P.
(8) Does not include 3,000 shares issuable upon the exercise of presently
exercisable stock options. Such shares are reflected in the Percent of
Common After Conversion of Preferred and Exercise of Options figure in the
far right column.
(9) Does not include 57,842 shares issuable upon the exercise of presently
exercisable stock options. Such shares are reflected in the Percent of
Common After Conversion of Preferred and Exercise of Options figure in the
far right column.
(10) Business address: Suite 650, 2 Concourse Parkway, Atlanta, GA 30328
(11) Business address: Suite 970, 1100 Cumberland Parkway, Atlanta, GA 30339
(12) Business address: The Hurt Building, 50 Hurt Plaza, Atlanta, GA 30303

There is no established public trading market for the USBA Common Shares or
the USBA Preferred Shares. As of April 15, 1996, there were 51 holders of
record of the USBA Common Shares and 29 holders of record of the USBA
Preferred Shares. An annual dividend of $100.00 per share has been paid in
cash, quarterly, to holders of USBA Preferred Shares. No dividend has been
paid to holders of USBA Common Shares.

INTERESTS OF CERTAIN PERSONS

At the Effective Time, all options to acquire JMCG Common Stock granted to
members of the current JMCG Board of Directors, in their capacities as such
(excluding the Directors who are also employees, i.e., Messrs. James K.
Mitchell and Brian J. Finneran), will become immediately vested. See "THE
MERGER AND RELATED TRANSACTIONS--Vesting of Options for JMCG Board Members."

At the Effective Time, Messrs. James K. Mitchell and Ronald D. Wallace will
have employment agreements with JMCG. See "THE MERGER AND RELATED
TRANSACTIONS--Employment Agreements for Post-Merger Officers."

At the Effective Time, the VAR Options held by Ronald D. Wallace and James
P. Cotton will become immediately vested (although VAR Options will not be
exercisable until January 1, 1997). See "THE MERGER AND RELATED TRANSACTIONS--
Conversion of USBA Securities--USBA Value Appreciation Rights." Mr. Wallace
will hold a VAR Option exercisable for a number of shares of JMCG Common Stock
equal to 21,600 multiplied by the Exchange Factor. Mr. Cotton will hold a VAR
Option exercisable for a number of shares of JMCG Common Stock equal to 10,450
multiplied by the Exchange Factor. See the Unaudited Pro Forma Combined
Condensed Financial Statements (including Notes (6) and (8) thereto) for a pro
forma presentation of the cumulative effect of the VAR Options on the
operations of the combined companies.

67
<PAGE>

PROPOSAL TO EFFECT A NAME CHANGE

As part of their consideration of the Merger and the Merger Agreement, the
JMCG Board of Directors has unanimously approved an amendment to the JMCG
Charter, contingent upon the effectiveness of the Merger, to change the
corporate name of JMCG to "USBA Holdings, Ltd." Following the Effective Time
and implementation of the Name Change, JMCG has been advised by the Nasdaq
National Market that JMCG Common Stock will trade under the new quotation
symbol of "USBA."

REQUIRED VOTE

Approval and adoption of the Name Change requires the affirmative vote of
the holders of a majority of the shares of JMCG Common Stock issued and
outstanding on the JMCG Record Date. The effect of an abstention or broker
nonvote on the proposal is the same as a vote against the proposal.

THE JMCG BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE NAME CHANGE. THE
JMCG BOARD RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF APPROVAL AND ADOPTION
OF THE NAME CHANGE.

PROPOSAL TO EFFECT A REVERSE SPLIT

The JMCG Board of Directors has approved an amendment to the JMCG Charter
which would effect the Reverse Split (the "JMCG REVERSE SPLIT CHARTER
AMENDMENT"). The Reverse Split will cause all issued and outstanding shares of
JMCG Common Stock to be split, on a reverse basis, one-for-three. The Reverse
Split would not affect the number of authorized shares of JMCG Common Stock.
Accordingly, the Reverse Split will effectively increase the number of
available authorized shares of JMCG Common Stock. The effective date of the
Reverse Split would be the date on which the JMCG Reverse Split Charter
Amendment is filed with the Secretary of State of Delaware. Implementation of
the Reverse Split is contingent upon approval and adoption by the JMCG
stockholders, and the actual or impending effectiveness, of the Merger. The
effective date of the Reverse Split is anticipated to be shortly after the
Effective Time of the Merger. As described below, the primary objectives of
the JMCG Board of Directors in effecting the Reverse Split are to increase the
per share market value of the JMCG Common Stock and to increase the number of
authorized but unissued shares of JMCG Common Stock.

The JMCG Board of Directors has been advised that certain securities firms
limit the extension of margin credit for, and otherwise discourage their
registered representatives from recommending, the purchase of corporate
securities that have a per share market value of less than $5.00 per share.
Under the margin regulations of the Federal Reserve Board, brokers, financial
institutions and certain other lenders may extend credit for the purchase of
margin stock (such as JMCG Common Stock) in an amount not to exceed 50% of the
market value of such shares. Within the past year, trading in JMCG Common
Stock has been quoted on the Nasdaq National Market at prices below $5.00 per
share. See "SUMMARY--Market for JMCG's Common Equity and Related Stockholder
Matters."

The Reverse Split is being proposed in tandem with the Merger so that, upon
the issuance of the shares of JMCG Common Stock in conjunction with the
Merger, there will be a sufficient number of shares of JMCG Common Stock
authorized for issuance in connection with (i) the continuation of JMCG's
employee benefit plans, (ii) the options, warrants and rights formerly
relating to USBA Common Shares which will be assumed by JMCG in connection
with the Merger, (iii) the possible conversion of shares of JMCG Preferred
Stock into JMCG Common Stock and (iii) possible future issuances. At the JMCG
Record Date, there were issued and outstanding 6,218,898 shares of JMCG Common
Stock and options to acquire an additional 448,000 shares of JMCG Common
Stock. Approximately 6,810,010 shares of JMCG Common Stock are expected to be
issued to shareholders of USBA (assuming (i) an Average Price equal to the
closing price of JMCG Common Stock on July 11, 1996 of $3.1875 and (ii) full
exercise of VAR Options, but excluding the exercise of other options and a
warrant assumed by JMCG in the Merger as well as conversion of JMCG Preferred
Stock into JMCG Common

68
<PAGE>

Stock) in connection with the Merger. Approximately 2,005,010 shares of JMCG
Common Stock will be reserved for issuance in connection with options and a
warrant which will be assumed by JMCG in connection with the Merger as well as
conversion of JMCG Preferred Stock into JMCG Common Stock (again assuming an
Average Price of $3.1875). Accordingly, only approximately 4,518,082 of the
authorized number of 20,000,000 shares of JMCG Common Stock would be available
for possible future issuances.

The JMCG Board of Directors believes that the Reverse Split will provide
flexibility for JMCG in meeting its possible needs by enabling the JMCG Board
of Directors to raise additional capital through the issuance of JMCG Common
Stock or securities convertible into or exercisable for JMCG Common Stock, to
declare stock dividends payable in JMCG Common Stock, to make additional stock
awards under JMCG's employee benefit plans and/or to employ JMCG Common Stock
as a form of consideration for acquisitions. Other than in connection with the
Merger, JMCG does not presently intend to issue any additional shares for any
specific purpose (except in connection with JMCG's employee benefit plans, the
options and a warrant formerly relating to USBA Common Shares which will be
assumed by JMCG in connection with the Merger and the possible conversion of
shares of JMCG Preferred Stock into JMCG Common Stock).

In order to increase the market value and the marginability of JMCG Common
Stock, as well as to provide for a sufficient number of authorized shares of
JMCG Common Stock upon the effectiveness of the Merger, the JMCG Board of
Directors has determined that a recapitalization through the Reverse Split,
contingent upon the actual or impending effectiveness of the Merger, would be
in the best interests of JMCG and its stockholders.

EFFECTS OF THE REVERSE SPLIT

General Effects. The principal effect of the Reverse Split would be to
decrease the number of outstanding shares of JMCG Common Stock. Specifically,
the 6,218,898 shares of JMCG Common Stock issued and outstanding on the JMCG
Record Date would, as a result of the Reverse Split, be converted into
approximately 2,072,966 shares of JMCG Common Stock (with the precise number
depending upon the extent of fractional shares which will be converted to cash
based upon the closing price on the Nasdaq National Market for a share of JMCG
Common Stock on the trading day prior to implementation of the Reverse Split).
After giving effect to the Merger (e.g., assuming (i) an Average Price equal
to the closing price of JMCG Common Stock on July 11, 1996 of $3.1875 and (ii)
the issuance of an aggregate of 6,810,010 pre-split shares of JMCG Common
Stock in connection with the Merger (which number assumes full exercise of the
VAR Options, but excludes the exercise of other options and a warrant assumed
in the Merger as well as conversion of 3,758.131 shares of JMCG Preferred
Stock issued in the Merger into 856,069 shares of JMCG Common Stock)), the
13,028,908 shares of JMCG Common Stock issued and outstanding would, as a
result of the Reverse Split, be converted into approximately 4,342,969 shares
of JMCG Common Stock (with the precise number depending upon the extent of
fractional shares). Because the number of shares of JMCG Common Stock
authorized for issuance by the JMCG Charter following the Reverse Split will
remain at 20,000,000 shares, the Reverse Split will result in approximately
15,657,031 "new" (or post-split) shares of JMCG Common Stock ("NEW SHARES")
available for issuance by JMCG.

Effect on Market for JMCG Common Stock. On July 11, 1996, the closing price
of JMCG Common Stock on the Nasdaq National Market was $3.1875 per share. By
decreasing the number of shares of JMCG Common Stock otherwise outstanding
without altering the aggregate economic interest in JMCG represented by such
shares, the JMCG Board of Directors believes that the trading price for JMCG
Common Stock will be increased to a price more appropriate for a Nasdaq
National Market quoted security.

Effect on Derivative and Convertible Securities of JMCG. The total number of
shares of JMCG Common Stock issuable upon the exercise of options and warrants
to acquire such shares, and the exercise price thereof, shall be
proportionally adjusted to reflect the Reverse Split. Similarly, the total
number of shares of JMCG Common Stock issuable upon the conversion of JMCG
Preferred Stock, and the conversion price thereof, shall also be
proportionally adjusted.

69
<PAGE>

Changes in Stockholders' Equity. As an additional result of the Reverse
Split, JMCG's stated capital, which consists of the par value per share of
JMCG Common Stock and JMCG Preferred Stock multiplied, respectively, by the
number of such shares outstanding, will be reduced from the amount which would
otherwise exist following effectiveness of the Merger (assuming the
effectiveness of the Merger and the share amounts otherwise set forth above,
by approximately $87,000). Although the par value of JMCG Common Stock will
remain at $.01 per share following the Reverse Split, stated capital will be
decreased because the number of shares outstanding will be reduced.
Correspondingly, JMCG's additional paid-in capital, which consists of the
difference between JMCG's stated capital and the aggregate amount paid to JMCG
upon the issuance by JMCG of all then outstanding shares of JMCG Common Stock
and JMCG Preferred Stock, will be increased.

Dissenters' Rights. Pursuant to the Delaware General Corporation Law (the
"DGCL"), JMCG's stockholders are not entitled to appraisal rights with respect
to the Reverse Split.

FEDERAL INCOME TAX CONSEQUENCES

The following summary of the federal income tax consequences of the Reverse
Split is based on current law, including the Code, and is for general
information only. The tax treatment of a stockholder may vary depending upon
the particular facts and circumstances of such stockholder. Certain
stockholders, including insurance companies, tax-exempt organizations,
financial institutions, broker-dealers, non-resident aliens, foreign
corporations and persons who do not hold JMCG Common Stock as a capital asset,
may be subject to special rules not discussed below. ACCORDINGLY, EACH
STOCKHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR TO DETERMINE THE PARTICULAR
TAX CONSEQUENCES TO HIM OR HER OF THE REVERSE SPLIT, INCLUDING THE APPLICATION
AND EFFECT OF FEDERAL, STATE, LOCAL OR FOREIGN INCOME TAXES AND OTHER LAWS.

The receipt of New Shares (excluding fractional New Shares) in the Reverse
Split should be a non-taxable transaction under the Code for federal income
tax purposes. Consequently, a stockholder receiving New Shares will not
recognize either gain or loss, or any other type of income, with respect to
whole New Shares received as a result of the Reverse Split. In addition, the
tax basis of such stockholder's shares of JMCG Common Stock prior to the
Reverse Split will carry over as the tax basis of the stockholder's New
Shares. The holding period of the New Shares should also include the
stockholder's holding period of the JMCG Common Stock prior to the Reverse
Split, provided that such JMCG Common Stock was held by the stockholder as a
capital asset on the effective date of the Reverse Split.

The receipt by a stockholder of cash in lieu of a fractional New Share
pursuant to the Reverse Split will be a taxable transaction for federal income
tax purposes. Accordingly, such a stockholder should recognize gain or loss
equal to the difference between the amount of cash received and the portion of
the aggregate tax basis in his or her shares of JMCG Common Stock allocable to
the fractional New Share interest at issue. If the shares of JMCG Common Stock
were held as a capital asset on the effective date of the Reverse Split, then
the stockholder's gain or loss will be a capital gain or loss. Such capital
gain or loss will be long-term capital gain or loss if the stockholder's
holding period for the shares of JMCG Common Stock is longer than one year.

Based on certain exceptions contained in regulations issued by the Internal
Revenue Service, JMCG does not believe that it or its stockholders will be
subject to backup withholding or informational reporting with respect to cash
distributed in lieu of fractional New Shares.

EXCHANGE OF SHARES

On or after the effective date of the Reverse Split, JMCG will mail to each
JMCG stockholder of record a letter of transmittal. A JMCG stockholder will be
able to receive a certificate representing New Shares and, if applicable, cash
in lieu of a fractional New Share only by transmitting to the Exchange Agent
such stockholder's stock certificate(s) for shares of JMCG Common Stock
outstanding prior to the Reverse Split, together with the properly executed
and completed letter of transmittal, and such evidence of ownership of such
shares as JMCG

70
<PAGE>

may require. JMCG Stockholders will not receive certificates for New Shares
unless and until the certificates representing their shares of JMCG Common
Stock outstanding prior to the Reverse Split are surrendered. JMCG
stockholders should not forward their certificates to the Exchange Agent until
the letter of transmittal is received and should surrender their certificates
only with such letter of transmittal. Holders of USBA Common Shares prior to
the Merger will receive a letter of transmittal which combines the procedure
for exchanging their certificates representing USBA Common Shares for
certificates representing New Shares (see "THE MERGER AND RELATED
TRANSACTIONS--Exchange of Converted USBA Shares").

Payment in lieu of a fractional New Share will be made to any JMCG
stockholder entitled thereto promptly after receipt of a properly completed
letter of transmittal and stock certificate(s) for all of his or her shares of
JMCG Common Stock (or USBA Common Shares, as the case may be) outstanding
prior to the Reverse Split. There will be no service charge payable by JMCG
stockholders in connection with the exchange of certificates or in connection
with the payment of cash in lieu of the issuance of a fractional New Share.
These costs will be borne by JMCG.

REQUIRED VOTE

Approval and adoption of the Reverse Split requires the affirmative vote of
the holders of a majority of the shares of JMCG Common Stock issued and
outstanding on the JMCG Record Date. The effect of an abstention or broker
nonvote on the proposal is the same as a vote against the proposal.

THE JMCG BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE REVERSE SPLIT. THE
JMCG BOARD RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF APPROVAL AND ADOPTION
OF THE REVERSE SPLIT.

ELECTION OF JMCG DIRECTORS

NOMINEES

Three of JMCG's total of nine Directors are to be elected at the JMCG Annual
Meeting; however, in the event the Merger is approved and implemented, the
current JMCG Board of Directors, including nominees elected at the JMCG Annual
Meeting, will serve only until effectiveness of the Merger at which time the
JMCG Board of Directors will be reconstituted pursuant to the terms of the
Merger Agreement (see "THE MERGER AND RELATED TRANSACTIONS--Post Merger JMCG
Board of Directors"). The JMCG Board of Directors has unanimously recommended
the nomination at the JMCG Annual Meeting of the persons named below as
candidates (the "NOMINEES"). Unless otherwise directed, the JMCG Proxy Holders
will vote the proxies received by them for the Nominees. Each of the Nominees
is presently serving as a Director of JMCG. In the event that any Nominee is
unable or declines to serve as a Director at the time of the JMCG Annual
Meeting, the proxies will be voted for any nominee who shall be designated by
the existing Board of Directors to fill the vacancy. It is not expected that
any Nominee will be unable or will decline to serve as a Director.

Information with respect to Mr. Beek is set forth above (see "THE MERGER AND
RELATED TRANSACTIONS--Post-Merger JMCG Board of Directors"). Information with
respect to Messrs. Cervoni and Kawahara, and further information with respect
to Mr. Beek, is incorporated herein by reference to JMCG's Annual Report on
Form 10-K for the year ended December 31, 1995 (see "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE"). The names of the Nominees are as follows:

BARTON BEEK
ROBERT A. CERVONI
HERBERT G. KAWAHARA

In the event that the Merger is not effected, the Directors elected at the
JMCG Annual Meeting will serve a three-year term, until the annual meeting of
stockholders in 1999, or until their successors are duly elected.

71
<PAGE>

REQUIRED VOTE

The affirmative vote of a plurality of the shares of JMCG Common Stock
present in person or represented by proxy and entitled to vote at the JMCG
Annual Meeting is required for the election of each Director nominee.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH PERSON
NOMINATED FOR ELECTION AS A DIRECTOR.

72
<PAGE>

DESCRIPTION OF JMCG CAPITAL STOCK

The authorized capital stock of JMCG consists of 20,000,000 shares of JMCG
Common Stock and 5,000,000 shares of preferred stock. The Reverse Split, if
adopted, would cause the issued and outstanding shares of JMCG Common Stock to
be the subject of a one-for-three reverse stock split; however, such Reverse
Split would not affect the number of authorized shares of JMCG capital stock.
See "PROPOSAL TO EFFECT A REVERSE SPLIT."

COMMON STOCK

As of the JMCG Record Date there were 6,218,898 shares of JMCG Common Stock
outstanding held by 243 stockholders of record. Except as required by law or
by JMCG's Certificate of Incorporation, holders of JMCG Common Stock are
entitled to one vote for each share held of record on all matters submitted to
a vote of the stockholders. Subject to preferences that may be applicable to
any then outstanding JMCG preferred stock, holders of JMCG Common Stock are
entitled to receive ratably such dividends as may be declared by the Board of
Directors out of funds legally available therefor. In the event of a
liquidation, dissolution or winding up of JMCG, holders of JMCG Common Stock
are entitled to share ratably on an as-converted basis in all assets remaining
after payment of liabilities and the liquidation preference of any then
outstanding JMCG preferred stock. Holders of JMCG Common Stock have no
preemptive rights and no right to convert their JMCG Common Stock into any
other securities. There are no redemption or sinking fund provisions
applicable to the JMCG Common Stock. All outstanding shares of JMCG Common
Stock are fully paid and nonassessable.

PREFERRED STOCK

Series A Preferred Stock

The JMCG Preferred Stock into which the USBA Preferred Shares will be
converted pursuant to the Merger is designated as "Series A Preferred Stock,"
with a par value of $0.01 per share, and consists of 3,758.131 shares. A
complete description of the rights and preferences of the JMCG Preferred Stock
is set forth in the Certificate of Designation which is attached hereto as
APPENDIX B, and this summary is qualified in its entirety by reference
thereto.

Voting Rights. Except as otherwise required by law, (A) the holder of each
share of JMCG Preferred Stock shall have the right to one vote for each share
of JMCG Common Stock into which such JMCG Preferred Stock could then be
converted, (B) the holders of shares of JMCG Preferred Stock and the holders
of shares of JMCG Common Stock shall vote together as one class on all matters
submitted to a vote of JMCG's stockholders and (C) holders of JMCG Preferred
Stock shall have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote with holders of JMCG
Common Stock as set forth herein) for taking any corporate action.

Dividends. As and when declared by the JMCG Board of Directors, holders of
the outstanding shares of JMCG Preferred Stock shall be entitled to receive an
annual cash dividend payment of $100.00 per share. Such dividends shall be
payable out of any source lawfully available for the payment of dividends and
paid in four equal quarterly installments on the first business day of the
months of January, April, July and October in each year. Dividends shall
accrue and shall be cumulative from the date of original issue of each share
of the Series A Preferred Stock, whether or not declared and whether or not
funds are then legally available for the payment thereof. Dividends on JMCG
Preferred Stock shall be paid (i) before any dividends shall be paid or set
apart for payment on shares of JMCG Common Stock, (ii) before any other
distribution shall be made to the holders of JMCG Common Stock and (iii)
before any sum shall be paid or set apart for the purchase or redemption of
any of the JMCG Common Stock. Arrears of dividends on the Series A Preferred
Stock shall not bear interest.

Redemption. JMCG has the right to redeem, at a cash purchase price equal to
$1,000.00 per share plus any and all dividends accrued on such shares and
unpaid on the date of redemption, any amount of the

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outstanding shares of JMCG Preferred Stock as it deems necessary or desirable
upon 30 days' notice to holders of JMCG Preferred Stock.

Conversion. The JMCG Preferred Stock may, at the option of any holder, be
converted into fully paid and non-assessable shares of JMCG Common Stock (the
"CONVERSION RIGHT") at a conversion rate determined by dividing (i) the
product of the number of shares of such holder's JMCG Preferred Stock
multiplied by $1,000.00 by (ii) the quotient of $72.3141 divided by the
Exchange Factor (such quotient being the "CONVERSION PRICE"). At the option of
JMCG, accrued but unpaid dividends on converted shares of JMCG Preferred Stock
may be paid in cash or converted into JMCG Common Stock at an effective rate
equivalent to the Conversion Right. Fractional shares of JMCG Common Stock
will not be issued upon exercise of the Conversion Right. Rather, JMCG will
pay to the holder of JMCG Preferred Stock which was converted a cash amount
equal to the fraction of a share of Common Stock that would otherwise have
been issued multiplied by the Conversion Price. Notwithstanding JMCG's right
to redeem at any time all or any portion of the JMCG Preferred Stock, once
JMCG has received notice from any holder of JMCG Preferred Stock of such
holder's exercise of the Conversion Right with respect to all or any portion
of such holder's JMCG Preferred Stock, JMCG may not thereafter elect to redeem
any of such holder's JMCG Preferred Stock for which the Conversion Right is
being exercised.

Preference on Liquidation. In the event of a liquidation, dissolution or
winding up of JMCG, whether voluntary or involuntary, after payment or
provision for payment of the debts and other liabilities of JMCG, the holders
of the outstanding shares of JMCG Preferred Stock are entitled to receive, out
of the assets available for distribution to the stockholders under the
provisions of any applicable law and only to the extent that such assets are
available therefor, $1,000.00 per share, plus any and all cumulative dividends
accrued on such shares and unpaid on the date of such liquidation, dissolution
or winding up (the "LIQUIDATION PAYMENTS"), before any payment shall be made
or any assets distributed to the holders of JMCG Common Stock. The holders of
shares of JMCG Preferred Stock, however, as holders of such shares, shall not
participate with the holders of shares of JMCG Common Stock in the
distribution of any assets or proceeds remaining after the payment of such
Liquidation Payments to the holders of shares of JMCG Preferred Stock.

Blank Check Preferred Stock

In addition to the JMCG Preferred Stock, the Board of Directors has the
authority, without further action by the stockholders, to issue from time to
time shares of preferred stock in one or more series and to fix the number of
shares, designations, preferences, powers, and relative, participating,
optional or other special rights and the qualifications or restrictions
thereof. The preferences, powers, rights and restrictions of different series
of such preferred stock may differ with respect to dividend rates, amounts
payable on liquidation, voting rights, conversion rights, redemption
provisions, sinking fund provisions, and purchase funds and other matters. The
issuance of such preferred stock could decrease the amount of earnings and
assets available for distribution to holders of JMCG Preferred Stock or Common
Stock or affect adversely the rights and powers, including voting rights, of
the holders of JMCG Preferred Stock or JMCG Common Stock, and may have the
effect of delaying, deferring or preventing a change in control of JMCG. Aside
from the JMCG Preferred Stock, JMCG has no present plan to issue any shares of
preferred stock.

RIGHTS PLAN

In 1990, JMCG's Board of Directors adopted the Rights Plan which provides
for the distribution of one JMCG Common Stock purchase right as a dividend for
each outstanding share of JMCG Common Stock as of April 1, 1990 and the
issuance of one such purchase right in connection with issuances of JMCG
Common Stock by JMCG after April 1, 1990. The purchase rights entitle
stockholders to buy one share of JMCG Common Stock at $30.00 per share,
subject to adjustment pursuant to the Rights Plan (for example, the Reverse
Split would effect a proportional increase in the purchase price). All
purchase rights expire on February 23, 2000. Generally, each right may be
exercised ten days after any person or group (an "ACQUIRER") acquires
beneficial ownership of 20% of the outstanding shares of JMCG Common Stock, or
ten days after an Acquirer announces a tender offer or other business
combination which would result in the Acquirer obtaining beneficial ownership
of 20%

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or more of the voting power of JMCG, unless such tender offer or acquisition
is made with approval of the JMCG Board of Directors. In connection with the
Merger Agreement, the JMCG Board of Directors has amended the Rights Plan to
provide that the Merger will not result in an event which would cause the
purchase rights to become exercisable.

OPTIONS

As of the JMCG Record Date, options to purchase 448,000 shares of JMCG
Common Stock were outstanding, 267,167 of which were exercisable on that date.

DELAWARE ANTI-TAKEOVER LAW AND CERTAIN CHARTER AND BY-LAW PROVISIONS

JMCG is subject to the provisions of Section 203 ("SECTION 203") of the
DGCL, an anti-takeover law. Under Section 203 of the DGCL certain "business
combinations" between a Delaware corporation, whose stock generally is
publicly traded or held of record by more than 2,000 stockholders, and an
"interested stockholder" are prohibited for a three-year period following the
date that such stockholder became an interested stockholder, unless: (i) the
corporation has elected in its certificate of incorporation not to be governed
by the provisions of Section 203 (JMCG has not made such an election); (ii)
the business combination was approved by the board of directors of the
corporation before the other party to the business combination became an
interested stockholder; (iii) upon consummation of the transaction that made
it an interested stockholder, the interested stockholder owned at least 85% of
the voting stock of the corporation outstanding at the commencement of the
transaction (excluding voting stock owned by directors who are also officers
or held in employee benefit plans in which the employees do not have a
confidential right to tender or vote stock held by the plan); or (iv) the
business combination was approved by the board of directors of the corporation
and ratified by 66 2/3% of the voting stock which the interested stockholder
did not own. The three-year prohibition also does not apply to certain
business combinations proposed by an interested stockholder following the
announcement or notification of certain extraordinary transactions involving
the corporation and a person who had not been an interested stockholder during
the previous three years or who became an interested stockholder with the
approval of a majority of the corporation's directors. The term "business
combination" is defined generally to include mergers or consolidations between
a Delaware corporation and an "interested stockholder," transactions with an
"interested stockholder" involving the assets or stock of the corporation or
its majority-owned subsidiaries and transactions which increase an interested
stockholder's percentage ownership of stock. The term "interested stockholder"
is defined generally as those stockholders who become beneficial owners of 15%
or more of a Delaware corporation's voting stock.

The JMCG Charter and the JMCG Bylaws provide that (i) action by stockholders
may not be taken by written consent and special meetings of the stockholders
of JMCG may be called only by the Chairman of the Board or the President of
JMCG, by a resolution adopted by the affirmative vote of a majority of the
Board of Directors or by a committee of the Board of Directors authorized by
the Board to do so, (ii) the JMCG Bylaws may be repealed or amended only by a
majority vote of the JMCG Board of Directors or 80% of the total voting power
of all the then-outstanding shares of JMCG stock entitled to vote generally
for the election of directors (voting together as a single class), (iii)
advance notice of new business and stockholder nominations for the election of
directors shall be given in the manner provided in the JMCG Bylaws, (iv)
modification by the stockholders of the provisions which are the subject of
this paragraph requires approval of 80% of the total voting power of all the
then-outstanding shares of JMCG stock entitled to vote generally for the
election of directors (voting together as a single class), and (v) the JMCG
Board of Directors is composed of nine members serving in classes of three
with staggered three-year terms for each class. These provisions, as well as
the JMCG Board's ability to issue JMCG preferred stock and the Rights Plan,
may have the effect of deterring hostile takeovers or delaying changes in
control or management of JMCG.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the JMCG Common Stock is Wells Fargo &
Company. JMCG is the transfer agent and registrar for the JMCG Preferred
Stock.

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COMPARISON OF RIGHTS OF HOLDERS OF JMCG COMMON STOCK
AND HOLDERS OF USBA SECURITIES

GENERAL

If the Merger is consummated, holders of USBA Common Shares will become
holders of JMCG Common Stock, and the rights of such former USBA shareholders
will be governed by the laws of the State of Delaware and by the JMCG Charter
and the JMCG Bylaws. The rights of former USBA shareholders under the DGCL,
the JMCG Charter and the JMCG Bylaws differ in certain respects from the
rights of USBA shareholders under the GBCC, the USBA Articles of Incorporation
(the "USBA ARTICLES") and the USBA Bylaws. Certain of these differences are
summarized below. This summary is qualified in its entirety by reference to
the full text of such documents.

ANTI-TAKEOVER PROTECTION

Stockholder Approval. Except as indicated below, under the DGCL, a merger or
consolidation generally must be approved by the holders of a majority of all
of the outstanding stock of each constituent corporation entitled to vote. The
sale of all or substantially all of the assets of a corporation must be
approved by the holders of a majority of the outstanding stock entitled to
vote. The DGCL does not require a stockholder vote of the surviving
corporation in a merger, unless required by the surviving corporation's
certificate of incorporation, if (i) the merger agreement does not amend the
existing certificate of incorporation, (ii) each share of stock (including
treasury shares) of the surviving corporation before the merger is to be
identical after the merger and (iii) the number of shares of stock to be
issued by the surviving corporation in the merger, plus those initially
issuable upon conversion of any other shares, do not exceed 20% of the shares
of stock outstanding immediately prior to the effective date of the merger. In
addition, no stockholder approval is required if the acquiring corporation
owns 90% or more of the outstanding shares of the acquired corporation. The
JMCG Bylaws and Charter do not alter or address these provisions.

Unless the constituent corporation's articles of incorporation, bylaws or
board of directors require a greater vote, the GBCC generally requires that a
merger be approved by (i) a majority of all votes entitled to be cast on the
matter, voting as a single group and (ii) a majority of all the votes entitled
to be cast by each voting group entitled to vote separately on the plan as a
voting group. The sale of all or substantially all of the assets of a
corporation must be approved by the affirmative vote of a majority of all the
votes entitled to be cast on the matter, regardless of voting groups, unless
the articles of incorporation or the board of directors require a greater
vote. Shareholders of the surviving corporation need not approve a merger if
(i) the number and kind of shares outstanding immediately after the merger,
plus the number and kind of shares issuable as a result of the merger, do not
exceed the total number and kind of shares of the surviving corporation
authorized by its articles of incorporation immediately before the merger,
(ii) the articles of incorporation of the surviving corporation will not
differ (except for certain minor amendments enumerated in the GBCC) from the
articles before the merger and (iii) each shareholder of the surviving
corporation whose shares were outstanding immediately before the effective
date of the merger will hold the same number of shares, with identical
designations, preferences, limitations and relative rights, immediately after
the merger. Thus, under the GBCC, unlike the DGCL, shareholders of the
surviving corporation in a merger may not be entitled to vote upon a merger,
even though their ownership interest in the surviving corporation is
substantially diluted. In addition, as under the DGCL, no shareholder approval
is required if the acquiring corporation owns 90% or more of the outstanding
shares of the acquired corporation. The USBA Bylaws and Articles do not alter
or address these provisions.

Business Combinations. Section 203 of the DGCL prohibits a corporation that
does not opt out of its provisions from entering into certain business
combination transactions with "interested stockholders" (generally defined to
include persons beneficially owning 15% or more of the corporation's
outstanding voting stock or affiliates or associates of the firm who owned 15%
or more of the outstanding voting stock during the three prior years) for a
period of three years following the date that such stockholder became an
interested stockholder. The DGCL permits business combinations with interested
stockholders if (i) prior to the

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stockholder's becoming an interested stockholder, the board of directors of
the corporation approved either the business combination or the transaction
which resulted in the stockholder becoming an interested stockholder, (ii)
upon consummation of the transaction which resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding, for purposes of determining the number of
shares outstanding, shares owned by persons who are directors and also
officers and by certain employee stock plans or (iii) certain supermajority
votes are obtained. The JMCG Charter does not contain a provision opting out
of Section 203.

The provision of the GBCC concerning business combinations with interested
shareholders does not apply to any Georgia corporation unless its bylaws
specifically make the statute applicable. The USBA Bylaws do not contain any
such provision.

Blank Check Preferred Stock. The DGCL permits corporations to issue one or
more series of stock within any class thereof, which classes or series may
have such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof as
shall be stated and expressed in the certificate of incorporation or any
amendment thereto, or in the resolution or resolutions providing for the issue
of such stock adopted by the board of directors pursuant to authority
expressly vested in it by the provisions of the certificate of incorporation.
The JMCG Charter expressly authorizes the board of directors, upon the filing
of a certificate pursuant to the applicable law of the State of Delaware, to
issue 5,000,000 shares of such "blank check" preferred stock.

Under the GBCC, if the articles of incorporation so provide, the board of
directors may determine, in whole or in part, the preferences, limitations,
and relative rights of (i) any class of shares before the issuance of any
shares of that class or (ii) one or more series within a class, and designate
the number of shares within that series, before the issuance of any shares of
that series. The USBA Articles do not contain any such provision.

Preferred Stock Voting Rights. The JMCG Preferred Stock, which will be
issued to holders of USBA Preferred Shares pursuant to the Merger, (i) will
have the right to one vote for each share of JMCG Common Stock into which such
JMCG Preferred Stock could then be converted and (ii) the holders of shares of
JMCG Preferred Stock shall vote together with the holders of JMCG Common Stock
as one class on all matters submitted to a vote of JMCG's stockholders.

The holders of USBA Preferred Shares are not granted any voting rights by
the USBA Articles.

Rights Plan. JMCG has in place a Rights Plan which provides for the
distribution of one JMCG Common Stock purchase right as a dividend for each
outstanding share of JMCG Common Stock as of April 1, 1990 and the issuance of
one such purchase right in connection with issuances of JMCG Common Stock by
JMCG after April 1, 1990. The purchase rights entitle stockholders of JMCG to
buy shares of JMCG Common Stock and may be exercised ten days after any person
or group announces a tender offer or other business combination which would
result in such person or group obtaining beneficial ownership of 20% or more
of the voting power of JMCG, unless such tender offer or other business
combination is made with the approval of the JMCG Board of Directors. The
effect of the Rights Plan may be to render more difficult a change of control
of JMCG. See "DESCRIPTION OF JMCG CAPITAL STOCK--Rights Plan."

The USBA Board of Directors has not adopted any such rights plan.

Advance Notice Requirements. The JMCG Bylaws provide that stockholders must
provide advance notice of stockholder nominees for director and stockholder
business proposals for an annual meeting of the stockholders to the principal
executive offices of JMCG not less than sixty (60) days nor more than ninety
(90) days prior to the meeting for such notice to be timely and for such
stockholder business to be properly brought before the meeting.

The USBA Bylaws do not require advance notice of shareholder nominees for
director or shareholder business at an annual shareholder meeting.

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APPRAISAL RIGHTS

Under the DGCL, stockholders of corporations not surviving a merger have the
right to serve upon the corporation a written demand for appraisal of their
shares in certain circumstances. Unless otherwise provided in the certificate
of incorporation, this right is not available if (i) the shares of the
corporation are listed on a national securities exchange or designated as a
National Market Security by Nasdaq or held of record by more than 2,000
stockholders or (ii) the corporation is the surviving corporation and no vote
of its stockholders is required. Notwithstanding these provisions, appraisal
rights are available if stockholders are required to accept any form of
consideration for their shares other than (i) shares of the surviving
corporation, (ii) shares of any other corporation listed on a national
securities exchange or held of record by more than 2,000 stockholders or (iii)
cash in lieu of fractional shares or any combination thereof. Stockholders
entitled to appraisal rights who properly perfect those rights subsequently
receive cash from the corporation equal to the fair value of their shares as
established by judicial appraisal (exclusive of any element of value arising
from the accomplishment or expectation of the merger). Corporations may
enlarge these statutory rights in their certificates of incorporation. The
JMCG Charter contains no such provision enlarging these statutory rights.

The GBCC grants shareholders the right to dissent and receive payment of the
fair value of their shares in the event of certain amendments or changes to
the articles of incorporation adversely affecting their shares, or specified
business transactions, including certain mergers. This right is not available
when the affected shares are listed on a national securities exchange or
designated as a National Market Security by Nasdaq or held by more than 2,000
shareholders unless (i) the articles of incorporation or a resolution of the
board of directors approving the transaction provide otherwise or (ii) in a
plan of merger or share exchange, shareholders are required to accept anything
other than shares of the surviving corporation or another publicly held
corporation (except for payments in lieu of fractional shares). The USBA
Articles do not modify this limitation on dissenters' appraisal rights.

AMENDMENTS TO CERTIFICATE OR ARTICLES OF INCORPORATION

The DGCL permits a corporation to amend its certificate of incorporation so
long as the amended certificate of incorporation contains only provisions
permissible in an original certificate of incorporation filed when the
amendment is filed. Any amendment to a certificate of incorporation requires
the approval of a majority of the stockholders entitled to vote. Without
limiting the general power of amendment, the DGCL specifically allows a
corporation to amend its certificate of incorporation so as to (i) change its
corporate name, (ii) change the nature of its business or its corporate powers
and purposes, (iii) increase, decrease or reclassify its authorized capital
stock, (iv) cancel or otherwise affect the right of the holders of the shares
of any class to receive accrued, undeclared dividends, (v) create new classes
of stock or (vi) change the duration of the corporate charter. The JMCG
Charter requires the affirmative vote of not less than the holders of 80% of
the voting securities of the corporation entitled to vote in the election of
directors (voting together as a single class) to amend, alter, change or
repeal the articles in the JMCG Charter which contain anti-takeover
provisions.

Under the GBCC, unless the articles of incorporation provide otherwise, the
board of directors may adopt certain amendments to the articles of
incorporation without shareholder approval, including, among others,
amendments to (i) delete the names and addresses of the initial directors,
initial registered agent or registered office, (ii) change each (issued) or
issued and unissued authorized share of an outstanding class of stock into a
greater number of whole shares if the corporation has only shares of that
class outstanding, (iii) change the corporate name, (iv) extend the duration
of the corporation if it was incorporated at a time the law required limited
duration, (v) change or eliminate the par value of each issued and unissued
share of an outstanding class if the corporation has only shares of that class
outstanding. All other amendments must be recommended by the board of
directors (unless the board elects not to make such a recommendation) and
approved by a majority of the shareholder votes entitled to be cast on the
amendment by each voting group entitled to vote on the amendment. The USBA
Articles do not alter these provisions.

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AMENDMENTS TO BYLAWS

Under the DGCL, the power to adopt, amend or repeal bylaws rests with those
stockholders entitled to vote; however, any corporation's certificate of
incorporation may additionally confer such power upon the directors. The JMCG
Charter expressly authorizes the JMCG Board to make, amend, rescind or repeal
the JMCG Bylaws, without the assent of the stockholders, by a majority vote of
the total number of authorized directors. Under the DGCL, conferring the power
to adopt, amend or repeal bylaws upon the directors does not divest or limit
the stockholders' power to adopt, amend or repeal bylaws. The JMCG Charter
however, expressly requires that the JMCG Bylaws shall not be altered, amended
or repealed by the stockholders, except by the vote of the holders of not less
than eighty percent (80%) of the total voting power of all shares of the
corporation entitled to vote in the election of directors (voting together as
a single class).

The GBCC permits a corporation's board of directors to amend, repeal or
adopt bylaws unless (i) the articles of incorporation or the GBCC reserve this
power exclusively to the shareholders or (ii) the shareholders expressly
reserve the power to amend or repeal a particular bylaw. Under the GBCC only
the shareholders may amend, repeal or adopt bylaws limiting the authority of
the board of directors or establishing staggered terms for directors. The USBA
Bylaws reserve the right of the USBA Board to amend the bylaws by majority
vote and the right of the shareholders to resolve that any bylaw repealed,
amended, adopted or altered by them may not be repealed, amended, adopted or
altered by the USBA Board.

PREEMPTIVE RIGHTS

Under the DGCL stockholders have no preemptive rights unless and except to
the extent that the certificate of incorporation expressly grants such rights.
The JMCG Charter does not contain a provision regarding preemptive rights.

Under the GBCC, all corporations electing statutory close corporation status
or those in existence on July 1, 1989 have preemptive rights if their
shareholders had preemptive rights as of that date. Otherwise, the
shareholders of a corporation have preemptive rights only to the extent
provided by the articles of incorporation. The USBA Articles expressly state
that USBA shareholders do not have preemptive rights.

STOCKHOLDER ACTION WITHOUT MEETING

Unless the certificate of incorporation otherwise provides, the DGCL permits
any action which must or may be taken at an annual or special meeting of
stockholders to be taken without a meeting, without prior notice and without a
vote. Before stockholder action without a meeting may be taken, written
consents setting forth the action taken must be signed by the stockholders
having at least the minimum number of votes necessary to authorize or take
such action at a meeting where all shares entitled to vote were present and
voted, and the consent must be delivered to the corporation in accordance with
the DGCL. JMCG's Charter, however, provides that no action required or
permitted to be taken by the stockholders at an annual or special meeting may
be taken except at an annual or special meeting; and no action may be taken by
stockholders without a meeting by written consent.

Under the GBCC, any action required or permitted to be taken by shareholder
vote may be taken without a meeting by a written consent describing the action
taken and signed by the holders of all of the shares entitled to vote on the
action, or the articles of incorporation may permit action by written consent
of the minimum number of votes that would be necessary to authorize or take
the action at a meeting. The USBA Articles contain such a provision.

STOCKHOLDER ACTION--QUORUM REQUIREMENT

The DGCL allows a corporation's certificate of incorporation or bylaws to
specify the number of shares, and/or the amount of other securities having
voting power, whose holders must be present or represented by

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proxy at any meeting in order to constitute a quorum for the transaction of
any business, but requires the quorum to equal at least one-third of the
shares entitled to a vote at the meeting. Unless the certificate of
incorporation or bylaws specify otherwise, a majority of the shares entitled
to vote, present in person or represented by proxy, constitutes a quorum at a
stockholder meeting. The JMCG Bylaws provide that a majority of the stock
issued and outstanding and entitled to vote constitutes a quorum at all
stockholder meetings.

Under the GBCC, shares entitled to vote as a separate group may take action
on a matter at a meeting only if a quorum of those shares exists with respect
to that matter. Unless a corporation's articles of incorporation or the GBCC
provides otherwise, a majority of the votes entitled to be cast on the matter
by the voting group constitutes a quorum of that voting group for action on
that matter. The articles of incorporation or a bylaw adopted by the
shareholders may provide for a greater or lesser quorum (but not less than
one-third of the votes entitled to be cast) for shareholders, or voting groups
of shareholders, than is provided for in the GBCC; however, an amendment to
the articles of incorporation or bylaws that changes or deletes a greater
quorum must meet the same quorum requirement and be adopted by the same vote
and voting groups required to take action under the quorum prescribed in the
provision being amended. Once a share is represented for any purpose at a
meeting (other than solely for the purpose of objecting to the holding of or
transaction of business at a meeting), it is deemed present for quorum
purposes for the remainder of the meeting. The USBA Bylaws provide that a
majority of the outstanding shares of stock shall constitute a quorum.

SPECIAL MEETINGS OF STOCKHOLDERS

Under the DGCL, special meetings of stockholders may be called by the board
of directors or those persons authorized by the corporation's certificate of
incorporation or bylaws. The JMCG Charter provides that the Chairman of the
Board or the President can call a special meeting of stockholders at any time,
and the Board can call a special meeting pursuant to a resolution approved by
a majority of the Board or a committee of the Board authorized by the Board to
do so, and further provides that special meetings may not be called by any
other person or persons. The JMCG Bylaws specify that written notice of the
meeting and the specific purposes and business to be considered at the meeting
must be given by mail to each stockholder of record entitled to vote at the
meeting not less than ten nor more than 60 days prior to the scheduled date of
the special meeting.

The GBCC permits the board of directors or any person specified in the
corporation's articles of incorporation or bylaws to call special meetings of
shareholders. Except as otherwise provided in the articles or bylaws, a
special meeting may also be called by the owners of at least five percent of
the voting power of any corporation. Under the USBA Bylaws, the Board of
Directors, the President or any holder or holders of 25% of the outstanding
capital stock of the corporation may call a special meeting. Written notice of
a special meeting must state the place, day, time and purpose of the meeting
and must be mailed or given to shareholders not less than ten nor more than 50
days before the date of the meeting. Notice of a special meeting may be waived
in writing before or after the meeting. The waiver need not state the purpose
of the special meeting or the business transacted, unless one purpose of the
meeting concerns a plan of merger or consolidation, in which event the waiver
must comply with the GBCC requirements concerning such waivers.

NUMBER AND ELECTION OF DIRECTORS

The DGCL allows the number of directors to be fixed or determined in the
manner the bylaws provide, unless the corporation's certificate of
incorporation fixes the number of directors, in which case the number of
directors may only be changed by amending the certificate of incorporation.
The DGCL permits the certificate of incorporation or bylaws to divide the
directors into one, two or three classes, with the term of office of one class
of directors to expire each year and the terms of office of no two classes to
expire during the same year. Unless the certificate of incorporation or bylaws
require otherwise, the directors need not be stockholders of the corporation.
The JMCG Charter provides that the bylaws shall specify the number of
directors and any provisions calling for the classification of the board of
directors. The JMCG Bylaws set the number of directors at nine, but provides
that this number may be reduced or increased by an amendment to the JMCG
Charter, an amendment to the bylaws or a resolution of the board of directors.
The JMCG Bylaws divide the JMCG Board into three

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classes as nearly equal in number as possible. The JMCG Bylaws also provide
that directors need not be stockholders. At each annual stockholders' meeting,
the successors to the directors whose term expired that year are elected to a
three-year term.

The GBCC permits the articles of incorporation or bylaws to specify the
number of directors or the permissible range of directors that the corporation
will have. The articles of incorporation, or a bylaw adopted by shareholders,
may divide the directors in up to three classes, with each class as nearly
equal in number as possible. The term of office of one class of directors must
expire each year, and no two classes' terms of office can expire in the same
year. The USBA Bylaws set the number of directors at no fewer than one and no
more than eight, with the precise number to be set by resolution of the USBA
Board. USBA Board members serve a term of one year.

REMOVAL OF DIRECTORS

The DGCL permits any director, or the entire board of directors, to be
removed, with or without cause, by the holders of a majority of the shares
entitled to vote for directors, except that stockholders may only effect
removal for cause if the board of directors is classified, unless the
certificate of incorporation provides otherwise. The JMCG Bylaws provide that
any director or the entire Board may be removed only for cause by the holders
of a majority of the shares then entitled to vote in an election of directors.

Under the GBCC, except as the articles of incorporation otherwise provide,
shareholders may remove any director, with or without cause. Directors elected
to staggered terms may be removed only for cause, unless the articles of
incorporation or a bylaw adopted by the shareholders provide otherwise. The
USBA Bylaws stipulate that any director may be removed from office, with or
without cause, by a majority vote of the shareholders at a meeting with
respect to which notice of that purpose is given.

INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES

The DGCL allows corporations to indemnify a director, officer, agent or
employee against civil or criminal liability if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action,
if he had no reasonable cause to believe his conduct was unlawful. In a suit
by the corporation or in a derivative suit, no indemnification may be made if
the director, officer, agent or employee is held liable to the corporation
unless a court determines that indemnification is appropriate. In any action
in which the director, officer, agent or employee has been successful, on the
merits or otherwise, the corporation must indemnify him against reasonable
expenses. The indemnification provisions of the DGCL provide that they are not
exclusive of additional rights to indemnification.

The JMCG Charter and Bylaws provide that JMCG directors, officers,
employees, and agents will be indemnified to the fullest extent permitted and
in the manner required by the DGCL. The JMCG Bylaws provide that
indemnification payments will be made in advance of the final disposition of
an action, as authorized by the Board of Directors upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent that
he will repay JMCG if he is ultimately determined not entitled to
indemnification.

Under the GBCC, a corporation may indemnify any director if such director
acted in a manner he believed in good faith to be in, or not opposed to, the
best interests of the corporation and, in the case of any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. Where a
determination that the director or officer met a specified standard of conduct
is required, that determination will be made by a quorum of disinterested
directors if possible, or by a committee of disinterested directors or special
legal counsel. A corporation may not indemnify a director in a derivative
action or in a proceeding by the corporation in which the director is adjudged
liable to the corporation, or in connection with any other proceeding in which
he is adjudged liable on the basis he improperly received a personal benefit.
A corporation may indemnify an officer or employee to the extent consistent
with public policy if authorized by its articles of incorporation, bylaws or

81
<PAGE>

board of directors or by contract. The corporation is required to indemnify a
director or officer to the extent that the director has been successful, on
the merits or otherwise, in the defense of any proceeding to which he was a
party because of his status as a director or officer of the corporation.
Before a final disposition is reached, the GBCC permits a corporation to pay
or reimburse a director the reasonable expenses incurred by the director in
his defense if he attests in writing that he acted in good faith or in the
best interest of the corporation and that he will repay the expenses if it is
determined he is not entitled to indemnification.

The USBA Bylaws require USBA to indemnify a director, officer, employee or
agent against expenses actually and reasonably incurred in any actual or
threatened action, suit or proceeding, whether civil, criminal, administrative
or investigative, by virtue of the fact that he or she is or was a director,
officer, employee or agent of the corporation, to the extent allowed by law.

The DGCL allows a corporation's certificate of incorporation to eliminate or
limit a director's personal liability to the corporation or its stockholders
for monetary damages for the director's breach of his fiduciary duty as a
director. However, the corporation may not eliminate or limit a director's
liability for (i) any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of law, (iii) unlawful
payment of dividends or unlawful stock purchase or redemption or (iv) any
transaction from which the director derived an improper personal benefit. No
provision may retroactively eliminate or limit a director's liability.

The JMCG Charter limits the liability of JMCG directors to the full extent
permitted by Delaware law now or in the future, and states that any repeal or
modification of the DGCL provision will not adversely affect any right or
protection of any JMCG director existing immediately prior to such repeal or
modification.

Under the GBCC, the articles of incorporation may limit a director's
personal liability to the corporation or its shareholders for monetary damages
for breach of duty of care or other duty as a director, except for (i) any
appropriation in violation of his duties of any business opportunity of the
corporation, (ii) acts or omissions involving intentional misconduct or a
knowing violation of law, (iii) distributions unlawful under the GBCC or (iv)
any transaction from which the director received an improper personal benefit.
No such provision may eliminate or limit a director's liability for any act or
omission occurring prior to the date the provision became effective.

The USBA Articles limit the liability of USBA directors to USBA or its
shareholders for monetary damages for breaches of the duty of care or the
Directors' other duties to the full extent permissible under the GBCC.

EXPERTS

The consolidated financial statements of JMCG incorporated in this Proxy
Statement/Prospectus by reference from JMCG's Annual Report on Form 10-K for
the year ended December 31, 1995 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report which is incorporated by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of USBA as of December 31, 1995 and
1994 and for each of the years in the three-year period ended December 31,
1995 appearing in this Proxy Statement/Prospectus have been audited by Gross,
Collins & Cress, P.C., independent auditors, as set forth in their report also
appearing elsewhere herein and are included herein in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

82
<PAGE>

LEGAL MATTERS

The validity of the JMCG Common Stock issuable pursuant to the Merger and
certain other legal matters relating to the Merger and the transactions
contemplated thereby will be passed upon for JMCG by Pillsbury Madison & Sutro
LLP, San Diego, California. Certain legal matters relating to the Merger and
the transactions contemplated thereby will be passed upon for USBA by
Kilpatrick & Cody, Atlanta, Georgia.

OTHER MATTERS

The JMCG Board of Directors knows of no other business which will be
presented at the JMCG Annual Meeting. If any other business is properly
brought before the JMCG Annual Meeting, it is intended that proxies in the
enclosed form will be voted in respect thereof in accordance with the
judgments of the JMCG Proxy Holders. It is important that your shares be
represented at the JMCG Annual Meeting, regardless of the number of shares
which you hold. WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE JMCG ANNUAL
MEETING, YOU ARE URGED TO COMPLETE, SIGN, AND RETURN YOUR PROXY PROMPTLY.

JMCG ANNUAL REPORT AND QUARTERLY REPORT

EACH OF JMCG'S ANNUAL REPORT ON FORM 10-K FOR 1995, INCLUDING FINANCIAL
STATEMENTS OF JMCG FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995, AND JMCG'S
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1996, INCLUDING
UNAUDITED FINANCIAL STATEMENTS FOR SUCH QUARTER, HAS ACCOMPANIED THE DELIVERY
OF THIS PROXY STATEMENT/PROSPECTUS. IF A SECURITYHOLDER OF JMCG OR USBA
DESIRES AN ADDITIONAL COPY OF SUCH ANNUAL REPORT ON FORM 10-K OR QUARTERLY
REPORT ON FORM 10-Q, ONE WILL BE FURNISHED WITHOUT CHARGE UPON WRITTEN
REQUEST. PLEASE WRITE TO INVESTOR RELATIONS, JMC GROUP, INC., 9710 SCRANTON
ROAD, SUITE 100, SAN DIEGO, CALIFORNIA 92121.

83
<PAGE>

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----------

USBA HOLDINGS, LTD.

<S> <C>
CONSOLIDATED FINANCIAL STATEMENTS--YEARS ENDED DECEMBER 31, 1995,
1994 AND 1993
Independent Auditors' Report.................................... F-1
Consolidated Balance Sheets..................................... F-2
Consolidated Statements of Income............................... F-3
Consolidated Statements of Changes in Stockholders' Equity...... F-4
Consolidated Statements of Cash Flows........................... F-5
Notes to Consolidated Financial Statements...................... F-6 - F-18
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--QUARTERS ENDED
MARCH 31, 1996 AND 1995
Consolidated Balance Sheets (Unaudited)......................... F-19
Consolidated Statements of Income (Unaudited)................... F-20
Consolidated Statements of Cash Flows (Unaudited)............... F-21
Notes to Consolidated Financial Statements (Unaudited).......... F-22 - F-23

FSI HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--YEARS ENDED JUNE
30, 1994 AND 1993
Consolidated Balance Sheets (Unaudited)......................... F-24
Consolidated Statements of Operations (Unaudited)............... F-25
Consolidated Statements of Changes in Stockholders' Deficit
(Unaudited).................................................... F-26
Consolidated Statements of Cash Flows (Unaudited)............... F-27
Notes to Consolidated Financial Statements (Unaudited).......... F-28 - F-33
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--PERIOD OF JULY 1,
1994 THROUGH FEBRUARY 23, 1995
Consolidated Statement of Income (Unaudited).................... F-34
Consolidated Statement of Cash Flows (Unaudited)................ F-35
Notes to Consolidated Financial Statements (Unaudited).......... F-36
</TABLE>

84
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
USBA Holdings, Ltd.

We have audited the accompanying consolidated balance sheets of

USBA HOLDINGS, LTD.

as of December 31, 1995 and 1994, and the related consolidated statements of
income, changes in stockholders' equity, and cash flows for each of the three
years in the period ended December 31, 1995. These consolidated financial
statements are the responsibility of USBA Holdings, Ltd.'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 consolidated financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
consolidated 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 USBA
Holdings, Ltd. at December 31, 1995 and 1994, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1995, in conformity with generally accepted accounting
principles.

GROSS, COLLINS & CRESS, P.C.
April 29, 1996

F-1
<PAGE>

USBA HOLDINGS, LTD.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
ASSETS 1995 1994
------ ----------- ----------
<S> <C> <C>
CURRENT ASSETS
Cash.................................................. $ 547,796 $ 565,653
Accounts receivable and unbilled contract receivables,
net of allowance for doubtful accounts of $282,130
and $273,428, respectively (Notes 3, 5, 9,
and 10).............................................. 4,396,395 1,947,138
Inventory, net of allowance of $39,634 (Notes 9 and
10).................................................. 62,227 --
Deferred costs (Note 4)............................... 965,764 88,843
Prepaid expenses and other current assets............. 80,082 149,584
Deferred tax asset (Note 6)........................... 236,630 354,850
----------- ----------
TOTAL CURRENT ASSETS................................ 6,288,894 3,106,068
----------- ----------
FURNITURE AND EQUIPMENT (Notes 7 and 9)................. 242,593 226,358
----------- ----------
OTHER ASSETS
Accounts receivable and unbilled contract receivables,
noncurrent (Notes 3, 5, 9, and 10)................... 288,181 --
Accounts receivable, officers and employees........... 195,367 162,805
Deferred tax asset (Note 6)........................... 1,071,610 1,039,741
Intangibles, net (Note 8)............................. 7,281,196 1,626,014
----------- ----------
TOTAL OTHER ASSETS.................................. 8,836,354 2,828,560
----------- ----------
TOTAL ASSETS........................................ $15,367,841 $6,160,986
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses................. $ 1,378,135 $ 444,494
Accrued income taxes (Note 6)......................... 6,192 --
Accrued dividends on preferred stock.................. 90,341 88,703
Notes payable (Note 9)................................ 2,286,443 1,765,029
Current portion of long-term debt (Note 10)........... 471,703 --
Deferred revenue (Note 11)............................ 418,466 --
----------- ----------
TOTAL CURRENT LIABILITIES........................... 4,651,280 2,298,226
LONG-TERM DEBT, less current portion (Note 10).......... 224,919 --
----------- ----------
TOTAL LIABILITIES................................... 4,876,199 2,298,226
STOCKHOLDERS' EQUITY (Note 12).......................... 10,491,642 3,862,760
----------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.......... $15,367,841 $6,160,986
=========== ==========
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.

F-2
<PAGE>

USBA HOLDINGS, LTD.

CONSOLIDATED STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
REVENUES (Notes 3, 5, 9, 10, 16, and 22)
Financial, advisory, and analytical
products and services..................... $5,354,563 $5,929,687 $3,901,989
Sales of banking supplies and equipment.... 2,863,424 -- --
Software licensing and maintenance......... 828,469 -- --
---------- ---------- ----------
TOTAL REVENUES.......................... 9,046,456 5,929,687 3,901,989
---------- ---------- ----------
COST OF SALES
Cost of financial, advisory, and analytical
products and services..................... 2,959,547 2,563,388 2,084,871
Cost of banking supplies and equipment
sold...................................... 2,369,013 -- --
Cost of software licensing and maintenance. 420,812 -- --
---------- ---------- ----------
TOTAL COST OF SALES..................... 5,749,372 2,563,388 2,084,871
---------- ---------- ----------
GROSS PROFIT............................ 3,297,084 3,366,299 1,817,118
---------- ---------- ----------
OPERATING EXPENSES
Salaries and benefits...................... 539,561 747,465 459,597
Travel..................................... 65,668 65,288 12,594
Professional services...................... 78,761 75,481 50,240
Sales expense and commissions.............. 757,465 174,368 135,739
Administrative expense..................... 1,556,165 1,499,473 1,024,760
---------- ---------- ----------
TOTAL OPERATING EXPENSES................ 2,997,620 2,562,075 1,682,930
---------- ---------- ----------
OPERATING INCOME........................ 299,464 804,224 134,188
AMORTIZATION OF GOODWILL (Note 8)........... 209,082 105,872 84,877
INTEREST EXPENSE, net of interest income.... 240,009 92,806 142,182
---------- ---------- ----------
INCOME (LOSS) BEFORE INCOME TAX (EXPENSE)
BENEFIT AND EXTRAORDINARY ITEM............ (149,627) 605,546 (92,871)
INCOME TAX (EXPENSE) BENEFIT (Note 6)....... (92,543) 274,771 323,138
---------- ---------- ----------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM.... (242,170) 880,317 230,267
EXTRAORDINARY GAIN FROM EARLY EXTINGUISHMENT
OF DEBT (Note 17).......................... -- -- 242,368
---------- ---------- ----------
NET INCOME (LOSS).......................... $ (242,170) $ 880,317 $ 472,635
========== ========== ==========
INCOME (LOSS) PER SHARE OF COMMON STOCK
(Note 13)
Assuming no dilution....................... $ (2.12) $ 2.93 $ 1.92
Assuming primary dilution.................. -- 2.84 1.86
Assuming full dilution..................... -- 2.22 1.49
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.

F-3
<PAGE>

USBA HOLDINGS, LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
PREFERRED STOCK MANDATORILY ADDITIONAL
CONVERTIBLE DIVIDENDS COMMON CONVERTIBLE PAID-IN ACCUMULATED
PREFERRED STOCK IN ARREARS STOCK DEBT CAPITAL DEFICIT TOTAL
--------------- --------------- -------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1992, as previously
reported................ $2,001,079 $(359,398) $160,900 $ -- $ 2,858,786 $(5,266,455) $ (605,088)
Prior period
adjustments (Note 18).. -- -- -- -- -- 748,465 748,465
---------- --------- -------- -------- ----------- ----------- -----------
Balance at December 31,
1992, as restated....... 2,001,079 (359,398) 160,900 -- 2,858,786 (4,517,990) 143,377
Net income............. -- -- -- -- -- 472,635 472,635
Preferred dividends.... -- (148,528) -- -- -- -- (148,528)
Proceeds from issuance
of 6,284 shares of
common stock........... -- -- 6,284 -- 214,785 -- 221,069
Issuance of 3,300
shares of common stock
in exchange for debt
retirement............. -- -- 3,300 -- 194,655 -- 197,955
Issuance of mandatorily
convertible debt....... -- -- -- 200,000 -- -- 200,000
Conversion of accrued
preferred dividends.... 220,473 426,101 5,937 -- 199,394 (426,101) 425,804
Conversion of
subordinated debt...... 1,176,579 -- -- -- (253,802) -- 922,777
---------- --------- -------- -------- ----------- ----------- -----------
Balance at December 31,
1993.................... 3,398,131 (81,825) 176,421 200,000 3,213,818 (4,471,456) 2,435,089
Net income............. -- -- -- -- -- 880,317 880,317
Preferred dividends.... -- (6,878) -- -- -- (337,041) (343,919)
Proceeds from issuance
of 150 shares of
preferred stock........ 150,000 -- -- -- -- -- 150,000
Proceeds from issuance
of 17,200 shares of
common stock........... -- -- 17,200 -- 834,328 -- 851,528
Redemption of 2,100
shares................. -- -- (2,100) -- (108,155) -- (110,255)
---------- --------- -------- -------- ----------- ----------- -----------
Balance at December 31,
1994.................... 3,548,131 (88,703) 191,521 200,000 3,939,991 (3,928,180) 3,862,760
Net loss............... -- -- -- -- -- (242,170) (242,170)
Preferred dividends.... -- (1,638) -- -- -- (358,942) (360,580)
Proceeds from issuance
of 210 shares of
preferred stock........ 210,000 -- -- -- -- -- 210,000
Proceeds from issuance
of 62,709 shares of
common stock........... -- -- 62,709 -- 3,245,263 -- 3,307,972
Proceeds from issuance
of 1,800 shares of
common stock upon
exercise of option..... -- -- 1,800 -- -- -- 1,800
Issuance of 81,450
shares of common stock
to acquire subsidiaries
(Note 19).............. -- -- 81,450 -- 4,398,355 -- 4,479,805
Redemption of 14,894
shares of common stock. -- -- (14,894) -- (753,051) -- (767,945)
---------- --------- -------- -------- ----------- ----------- -----------
Balance at December 31,
1995.................... $3,758,131 $ (90,341) $322,586 $200,000 $10,830,558 $(4,529,292) $10,491,642
========== ========= ======== ======== =========== =========== ===========
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.

F-4
<PAGE>

USBA HOLDINGS, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)..................... $ (242,170) $ 880,317 $ 472,635
Adjustments to reconcile net income to
net cash provided (used) by operating
activities
Depreciation and amortization....... 390,002 222,560 176,574
Loss on sale of furniture and
equipment.......................... -- (167) --
Deferred tax (benefit) expense...... 86,351 (274,771) (329,358)
Extraordinary gain from early
extinguishment of debt............. -- -- (242,368)
Changes in assets (increase)
decrease
Accounts receivable, net.......... (2,318,736) (1,823,832) 151,106
Prepaid expenses and other current
assets........................... 78,206 108,710 (199,605)
Accounts receivable from related
parties.......................... (31,996) 19,300 30,060
Inventory......................... 14,210 -- --
Deferred costs.................... (876,921) (88,843) --
Other assets, long-term........... -- 5,000 5,682
Changes in liabilities increase
(decrease)
Accounts payable and accrued
expenses......................... 220,328 77,535 33,151
Accrued income taxes.............. 6,192 -- --
Deferred revenue.................. 99,779 (389,801) 354,984
----------- ----------- -----------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES........... (2,574,755) (1,263,992) 452,861
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash from acquisition of subsidiaries
(Note 20)............................ 27,188 -- --
Proceeds from sale of furniture and
equipment............................ -- 1,050 --
Purchases of furniture and equipment.. (73,457) (97,404) (85,547)
Increase in intangibles............... (359,970) (100,000) --
----------- ----------- -----------
NET CASH USED BY INVESTING
ACTIVITIES..................... (406,239) (196,354) (85,547)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt.................... 2,480,965 1,730,738 575,000
Payments of debt...................... (1,910,714) (540,710) (1,218,851)
Proceeds from issuance of preferred
stock................................ 210,000 150,000 --
Proceeds from issuance of common
stock................................ 3,309,773 851,528 221,069
Redemption of common stock............ (767,945) (110,255) --
Proceeds from issuance of mandatorily
convertible debt..................... -- -- 200,000
Preferred dividends................... (358,942) (337,040) (297)
----------- ----------- -----------
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES........... 2,963,137 1,744,261 (223,079)
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH......... (17,857) 283,915 144,235
CASH, BEGINNING OF YEAR................. 565,653 281,738 137,503
----------- ----------- -----------
CASH, END OF YEAR....................... $ 547,796 $ 565,653 $ 281,738
=========== =========== ===========
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.

F-5
<PAGE>

USBA HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

(1) DESCRIPTION OF BUSINESS

USBA Holdings, Ltd. (the "COMPANY"), formerly known as Diversified Corporate
Investments, Inc., was formed on October 8, 1986, to provide products and
services to client banks throughout the country. The Company's four wholly
owned subsidiaries are as follows:

USBA, Inc., doing business as US Banking Alliance ("USBA"), provides
products and services to assist its client banks in improving profitability.
These products and services include consumer marketing and retail strategies,
lending products, strategic planning, regulatory compliance consulting and
buying power opportunities.

Diversified Consulting, Inc. ("DCI") provides financial institutions with
assistance in the development of policies and procedures, credit review,
asset/liability management and revenue enhancement services, which include
identifying operating inefficiencies, ineffective investment strategies, and
underutilized, non-interest revenue.

Financial Suppliers, Inc. ("FSI") is principally engaged in the distribution
of bank equipment and supplies and providing certain interior design,
construction and remodeling services to financial institutions and other
entities.

ProActive, Inc. ("PRO") develops and markets software designed for the
banking industry's regulatory compliance and internal control needs.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by
the Company:

Principles of consolidation--The consolidated financial statements include
the accounts of USBA Holdings, Ltd. and its subsidiaries. All significant
intercompany transactions and accounts have been eliminated in consolidation.

Cash and cash equivalents--For purposes of the financial statements, liquid
instruments with a maturity of three months or less are considered cash
equivalents.

Allowance for doubtful accounts--The allowance for doubtful accounts is
calculated based on management's estimate of accounts deemed to be
uncollectible.

Allowance for estimated nonrecoverable costs and profits--The allowance is
to provide for losses which may be sustained on revenue enhancement contracts
subject to review and settlement upon finalization with customers.

Inventories--Inventories, consisting primarily of security equipment,
machines, furniture, forms and supplies, are stated at the lower of cost or
market. Cost is determined using an average cost method.

Furniture and equipment--Furniture and equipment are stated at cost.
Depreciation is computed using both the straight-line method and an
accelerated method over useful lives of three to seven years.

Goodwill--Goodwill represents costs in excess of the net assets of purchased
subsidiaries and is being amortized using the straight-line method over a
period of 10 to 40 years.

F-6
<PAGE>

USBA HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Contract Revenue and Cost recognition-- Revenue enhancement contract revenue
is recognized using the percentage-of-completion method based on the ratio of
actual man weeks incurred in a contract at the balance sheet date to the
estimated total number of man weeks it will take to complete a contract. This
method is used because management considers expended man weeks to be the best
available measure of progress on these contracts. No revenue is recognized for
contracts that have not been formalized in a written agreement which sets
forth the services to be provided and the terms for payment. Estimated amounts
from revenue enhancement contracts are included in gross revenues when their
realization is reasonably assured and the amount can be reliably estimated,
prior to the end of the verification period.

Costs incurred in the preliminary phases of consulting contracts prior to
the execution of a written agreement are deferred until either an agreement is
executed or management determines that an agreement will not be reached at
which time the deferred amounts are expensed.

Contract costs include all direct material and labor costs and those
indirect costs related to contract performance. Provisions for estimated
losses on contracts are made in the period in which such losses are
determined. Changes in job performance, job conditions and estimated
profitability, including those arising from final contract settlements may
result in revisions to costs and income and are recognized in the period in
which the revisions are determined.

Construction contract revenue for interior construction and remodeling
services to primarily financial institutions is recognized using the
percentage-of-completion method based on the ratio of costs incurred to
estimated total costs to complete the contract.

The asset, "Costs and estimated income in excess of billings on uncompleted
contracts" represents construction contract revenues recognized in excess of
amounts billed. The liability, "Billings in excess of costs and estimated
income on uncompleted contracts," represents billings in excess of revenues
recognized on construction contracts.

Other service revenue is recognized at the time the service is rendered.
Sales of supplies, equipment and software are recorded when the goods are
shipped.

Software development costs--Software development costs are capitalized when
the project reaches technological feasibility, defined by the Company as
completion of a detail program design. Capitalization ceases when the product
is ready for release. Research and development costs related to a software
product that has not reached technological feasibility, are expensed as
incurred. For software products developed for use by the Company in providing
financial advisory services to its customers, development costs are amortized
on the straight-line method over the estimated economic life of the product.
For software products developed for sale and licensing, development costs
amortization is the greater of the amount computed by either using the ratio
that the current unit sales for the product bears to the total current and
anticipated unit sales for that product or the straight-line method over the
remaining economic life of the product.

Estimates--The preparation of the financial statements in conformity with
generally accepted accounting principles requires the use of estimates based
on management's knowledge and experience. Due to their prospective nature,
actual results could differ from those estimates.

F-7
<PAGE>

USBA HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

(3) ACCOUNTS RECEIVABLE AND UNBILLED CONTRACT RECEIVABLES

Accounts receivable and unbilled contract receivables consist of the
following:

<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Unbilled contract receivables.................... $4,173,681 $1,750,040
Accounts receivable.............................. 645,074 470,526
Costs and estimated income in excess of billings
on uncompleted construction contracts........... 77,486 --
Maintenance contracts............................ 70,465 --
---------- ----------
Total receivables.............................. 4,966,706 2,220,566
Less allowances for doubtful accounts and
estimated nonrecoverable costs and profits...... (282,130) (273,428)
---------- ----------
Net receivables................................ 4,684,576 1,947,138
Long-term portion................................ (288,181) --
---------- ----------
Current portion................................ $4,396,395 $1,947,138
========== ==========
</TABLE>

Unbilled contract receivables represent unbilled costs and accrued profits
on revenue enhancement contracts with financial institutions recognized on the
percentage-of-completion method of accounting. Management estimates these
amounts based on the customer's potential for revenue enhancement and the
terms of the Company's contract with the customer, adjusted for changes in job
performance and conditions. The potential for revenue enhancement is
determined analytically through a comparison of the customer's operational
performance statistics to the industries performance statistics. Contracts
generally include an implementation period ranging from one to six months and
a verification period to verify that the revenue enhancement goals were
achieved ranging from three to twelve months. Fee arrangements may be either a
flat fee or based on a percentage of the revenue enhancement achieved. Payment
terms provide for progress billings and reimbursements of expenses with a
final payment at the end of the verification period. Unbilled costs and
accrued profits are billed in accordance with applicable contract terms. They
are subject to final review and settlement with customers.

(4) DEFERRED COSTS

Deferred costs consist of costs incurred in the preliminary phases of
consulting contracts prior to the execution of a written agreement. Such costs
are deferred until either an agreement is executed or management determines
that an agreement will not be reached, at which time the deferred amounts are
expensed. Changes in deferred costs are as follows:

<TABLE>
<CAPTION>
BALANCE AT ADDITIONAL BALANCE AT
YEAR ENDED BEGINNING COSTS COSTS END
DECEMBER 31, OF PERIOD CAPITALIZED EXPENSED OF PERIOD
------------ ---------- ----------- -------- ----------
<S> <C> <C> <C> <C>
1993......................... $ -- $ -- $ -- $ --
1994......................... -- 88,843 -- 88,843
1995......................... 88,843 965,764 (88,843) 965,764
</TABLE>

Factors considered by management in determining the realizability of such
costs include periodic evaluations of contract negotiations, historical
relationships with customers, and anticipated profits from the contract.

F-8
<PAGE>

USBA HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

(5)CONCENTRATION OF CREDIT RISK

The Company performs on-going credit evaluations of its customers' financial
condition and generally requires no collateral from its customers.

Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of trade accounts receivable and unbilled
contract receivables arising from the Company's customer base in the banking
and thrift industries.

(6) INCOME TAXES

Effective January 1, 1993, the Company changed its method of accounting for
income taxes from the deferred method to the liability method required by
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes."

The following is a summary of the components of the net deferred tax asset
and liability accounts recognized in the accompanying consolidated balance
sheets:

<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Deferred tax liabilities
Tax over book basis of assets.................. $ 6,154 $ (11,138)
Royalty advances............................... -- --
Deferred tax assets
Accrual to cash................................ -- 11,818
Inventory...................................... 15,061 --
Allowance for doubtful accounts................ 107,209 103,903
Reserve for self-insured medical plan.......... 23,920 14,729
Net operating loss carryforwards............... 1,155,896 1,275,279
---------- ----------
Total........................................ 1,308,240 1,394,591
Valuation allowance.............................. -- --
---------- ----------
Net deferred tax asset....................... 1,308,240 1,394,591
Current portion.................................. (236,630) (354,850)
---------- ----------
Long-term portion............................ $1,071,610 $1,039,741
========== ==========
</TABLE>

Realization of the deferred tax asset is dependent upon the Company
generating sufficient future taxable income against which its loss
carryforwards can be offset. Although the Company expects to fully benefit
from the recorded deferred tax asset, that expectation could change if near-
term estimates of future taxable income during the carryforward period are
reduced.

Deferred income taxes resulting from temporary differences in the
recognition of income and expense for tax and financial reporting purposes are
as follows:

<TABLE>
<CAPTION>
1995 1994 1993
--------- -------- ---------
<S> <C> <C> <C>
Differences between book and tax
Depreciation and amortization.......... $ 17,292 $ (7,065) $ 1,787
Royalty advances....................... -- (61,560) 61,560
Accrual to cash........................ (11,818) 12,284 3,383
Inventory.............................. 15,061 -- --
Allowance for doubtful accounts........ 3,306 90,064 13,839
Reserve for self-insurance medical
plan.................................. 9,191 3,329 (4,559)
NOL carryforwards...................... (119,383) (42,236) (257,158)
--------- -------- ---------
(86,351) (5,184) (181,148)
Change in valuation allowance.......... -- 279,955 510,506
--------- -------- ---------
Net deferred tax (expense) benefit... $ (86,351) $274,771 $ 329,358
========= ======== =========
</TABLE>

F-9
<PAGE>

USBA HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

(6) INCOME TAXES--(CONTINUED)

Components of the provision for income taxes attributable to continuing
operations are as follows:

<TABLE>
<CAPTION>
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Current
Income tax (expense) benefit.............. $ (6,192) $ -- $ (6,220)
Deferred
Income tax (expense) benefit.............. (86,351) 274,771 329,358
-------- -------- --------
Net income tax (expense) benefit........ $(92,543) $274,771 $323,138
======== ======== ========
</TABLE>

The provision for income taxes for continuing operations differs from the
amount computed using the statutory federal tax rate of 34% as a result of the
following:

<TABLE>
<CAPTION>
1995 1994 1993
-------- --------- ---------
<S> <C> <C> <C>
Income tax (expense) benefit using
statutory rates........................ $ 50,873 $(205,886) $ 31,576
State income taxes, net of federal
effect................................. (4,087) -- (4,105)
Nondeductible amortization.............. (79,451) (40,231) (39,921)
Expenses producing no tax benefit....... 8,759 (11,989) (2,345)
Change in net operating loss
carryforward........................... (86,399) 189,111 (189,111)
Change in valuation allowance........... -- 279,955 510,506
All other............................... 17,762 63,811 16,538
-------- --------- ---------
Net income tax (expense) benefit...... $(92,543) $ 274,771 $ 323,138
======== ========= =========
</TABLE>

The Company reduced its tax expenses through the utilization of approximately
$97,000, $124,000, and $757,000 in net operating loss carryforwards in 1995,
1994 and 1993, respectively. At December 31, 1995, the Company has net
operating loss carryforwards of approximately $3,251,000 that expire as
follows:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31, AMOUNT
------------------------ ----------
<S> <C>
2003....................................... $ 933,000
2004....................................... 1,029,000
2005....................................... 996,000
2006....................................... 193,000
2007....................................... 100,000
----------
Total.................................... $3,251,000
==========
</TABLE>

(7) FURNITURE AND EQUIPMENT

Furniture and equipment consist of the following:

<TABLE>
<CAPTION>
1995 1994
--------- ---------
<S> <C> <C>
Furniture and equipment............................. $ 769,473 $ 620,212
Accumulated depreciation............................ (526,880) (393,854)
--------- ---------
Net furniture and equipment....................... $ 242,593 $ 226,358
========= =========
</TABLE>

The aggregate depreciation charged to operations was $133,026 in 1995,
$96,668 in 1994 and $91,697 in 1993.

F-10
<PAGE>

USBA HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

(8) INTANGIBLES

Intangibles consist of the following:

<TABLE>
<CAPTION>
AMORTIZABLE
LIFE 1995 1994
----------- ---------- ----------
<S> <C> <C> <C>
Costs in excess of net assets
acquired--FSI....................... 40 $3,046,884 $ --
Costs in excess of net assets
acquired--PRO....................... 40 2,227,562 --
Costs in excess of net assets
acquired--USBA...................... 20 1,919,646 1,919,646
Costs in excess of net assets
acquired--DCI....................... 10 103,320 103,320
Software development................. 5 737,712 100,000
---------- ----------
Total.............................. 8,035,124 2,122,966
Accumulated amortization............ (753,928) (496,952)
---------- ----------
Net intangibles.................... $7,281,196 $1,626,014
========== ==========
</TABLE>

The Company measures the potential impairment of recorded goodwill by the
undiscounted value of expected future operating cash flows in relation to its
net capital investment in the subsidiary. As applicable, the impact on other
Company subsidiaries is incorporated in the calculation.

The aggregate amortization charged to operations is $256,976 in 1995,
$125,892 in 1994 and $84,877 in 1993.

(9) NOTES PAYABLE

Notes payable consist of the following:

<TABLE>
<CAPTION>
1995 1994
-------- --------
<S> <C> <C>
Line of credit bearing interest at prime plus 1%, secured
by membership dues. Prime was 8.5% at December 31, 1994.
The line expired
February 28, 1995....................................... $ -- $300,000
Line of credit bearing interest at prime plus 2%, secured
by furniture and equipment. Prime was 7.75% at December
31, 1994. The line expired March 3, 1995................ -- 250,200
Note bearing interest at prime plus 2%, secured by future
membership contracts. Prime was 8.5% at December 31,
1994. The loan matured March 19, 1995................... -- 250,000
Line of credit bearing interest at prime plus 1%, secured
by second position in accounts receivable. Prime was
8.75% at December 31, 1994. The line expired August 8,
1995.................................................... -- 250,000
Demand note bearing interest at prime plus 1%, secured by
a membership contract and guaranteed by two stockholders
of the Company. Prime was 9.0% at December 31, 1995.
Quarterly payments of $56,400 must be made.............. 395,568 --
Note bearing interest at 10%. Guaranteed by two
stockholders of the Company. The loan matured December
31, 1995. Management is currently in the process of
renegotiating the note on the same terms
(Note 12)............................................... 206,700 --
Note payable to officer, due on demand, bearing interest
at 8%................................................... 370,000 214,829
</TABLE>

F-11
<PAGE>

USBA HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

(9) NOTES PAYABLE--(CONTINUED)

<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Line of credit bearing interest of prime plus 2%,
secured by accounts receivable and inventory. Prime
was 8.5% at December 31, 1995. The line expires
February 23, 1996................................... $ 435,000 $ --
Line of credit bearing interest at prime plus 1.5%,
secured by furniture and equipment. Prime was 8.75%
at December 31, 1995. Principal payments of $62,563
must be made every three months. The loan matures
May 25, 1996........................................ 125,075 --
Line of credit bearing interest at prime plus 1%,
secured by membership contracts. Prime was 9.0% at
December 31, 1995. The line expires July 1, 1996.... 500,000 500,000
Loans bearing interest from 10.75% to 12.75%. Secured
by various automobiles and equipment. Loans mature
from February 5, 1996 to July 29, 1996.............. 4,100 --
Line of credit bearing interest at prime plus 1%,
secured by second position in accounts receivable
and guaranteed by two stockholders of the Company.
Prime was 8.75% at December 31, 1995. The line
expires October 31, 1996............................ 250,000 --
---------- ----------
Total notes payable................................ $2,286,443 $1,765,029
========== ==========
</TABLE>

Interest charged to operations was $248,190 in 1995, $95,994 in 1994 and
$148,355 in 1993.

(10) LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
1995 1994
--------- ----
<S> <C> <C>
Line of credit bearing interest at prime plus 2%, secured
by membership contracts. Prime was 8.25% at
December 31, 1995. Principal payments of $12,500 must be
made monthly. The line expires August 1, 1996............ $ 237,500 $--
Note bearing interest at 9.75%, secured by accounts
receivable and guaranteed by two stockholders of the
Company. Monthly payments of $18,023 must be made. The
loan matures January 25, 1997............................ 221,122 --
Non-interest bearing note. Principal payments of $2,000
must be made monthly. The note matures August 23, 1997... 38,000 --
Term note bearing interest at 8%, secured by accounts
receivable and inventory. The note matures
December 1, 1997......................................... 200,000 --
--------- ----
Total long-term debt.................................... 696,622 --
Less current portion................................... (471,703) --
--------- ----
Long-term debt.......................................... $ 224,919 $--
========= ====
</TABLE>

F-12
<PAGE>

USBA HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

(11) DEFERRED REVENUE

Deferred revenue consists of the following:

<TABLE>
<CAPTION>
1995 1994
-------- ----
<S> <C> <C>
Equipment maintenance contracts............................ $181,256 $--
Software maintenance and support contracts................. 172,332 --
Billings in excess of costs and estimated income on
uncompleted construction contracts........................ 64,878 --
-------- ----
Total deferred revenue................................... $418,466 $--
======== ====
</TABLE>

(12) STOCKHOLDERS' EQUITY

The Company converted all accrued preferred dividends through September 30,
1993, into either preferred or common stock based on the stockholders'
election. A total of 220.473 preferred shares and 5,936 common shares were
issued in the conversion.

In May 1993, the Company's Board of Directors declared a 100:1 common stock
split increasing the number of authorized shares of 4% par value common stock
from 5,000 to 500,000.

In 1993, the Company entered into an agreement with a bank in which the bank
lent the Company $200,000 with an annual interest rate of 5%. The loan is only
repayable through the issuance of 4,149 shares of common stock pursuant to a
stock purchase warrant. As the loan is repayable through the issuance of
common stock, for financial reporting purposes, this has been treated as a
capital transaction.

The Company's equity securities consist of common stock, par value $1 per
share, and convertible preferred stock, 10% cumulative (non-voting), par value
$1,000 per share. There are 500,000 shares of common stock and 10,000 shares
of convertible preferred stock authorized. The holders of preferred stock have
the right to convert $72.3141 of the par value of such preferred stock for one
share of the Company's common stock. No such conversions have occurred through
December 31, 1995.

In lieu of the principal payment on the $206,700 note payable, the holder of
the note has the option to acquire 4,134 shares of the Company's common stock.
As of December 31, 1995, this option had not been exercised (Note 9).

Shares outstanding are as follows:

<TABLE>
<CAPTION>
1995 1994
------- -------
<S> <C> <C>
Convertible preferred stock............................... 3,758 3,548
Common stock.............................................. 322,576 191,521
</TABLE>

F-13
<PAGE>

USBA HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

(13) EARNINGS PER SHARE

The following is a computation of income (loss) per share:

<TABLE>
<CAPTION>
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Net income (loss)............................ $(242,170) $ 880,317 $ 472,635
Less preferred stock dividends............... (360,580) (343,919) (148,528)
--------- --------- ---------
Earnings available to common shareholders.... $(602,750) $ 536,398 $ 324,107
========= ========= =========
Determination of shares:
Weighted average number of common shares
outstanding................................ 284,126 183,157 169,026
Shares issuable on exercise of stock options,
net of shares assumed to be purchased out of
proceeds at average market price (common
stock equivalent only)...................... * 5,929 4,782
--------- --------- ---------
Average common shares outstanding for
primary diluted computation................ * 189,086 173,808
Additional shares issuable on exercise of
stock options, net of shares to be purchased
out of proceeds at closing market price
(common stock equivalent only but used for
fully diluted computation).................. * 2,170 8,109
Shares issuable on exercise of value
appreciation rights (other than common stock
equivalent)................................. * 50,600 36,300
--------- --------- ---------
Average common shares of stock for fully
diluted computation........................ * 241,856 218,217
========= ========= =========
</TABLE>
- --------

* For the year ended December 31, 1995, inclusion of the additional shares
would be antidilutive.

(14) COMMITMENTS AND CONTINGENCIES

The Company has two joint venture marketing agreements with a bank whereby
the Company pays the bank a certain percentage of the revenues generated by
referrals from the bank.

The first agreement entitled the bank to a 14% share of DCI's joint revenues
for the twelve-month period which began August 1, 1993 and ended July 31,
1994. For each twelve-month period after that, the percentage of joint
revenues to which the bank is entitled decreases by one percent with a five
percent floor. During 1995, 1994, and 1993, the bank's share of DCI's joint
revenues was $529,765, $100,325, and $26,600, respectively.

The second agreement gives the bank a 30% share of USBA's implementation
fees and a 20% share of its membership fees. This marketing agreement covers
the Atlantic, Midwestern and Northeastern regions of the country. During 1995,
1994, and 1993, the bank's share of USBA's implementation and membership fees
was $33,600, $31,880, and $36,754, respectively.

After December 31, 1994, the Company may terminate the agreements at will
(Note 16).

F-14
<PAGE>

USBA HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

(14) COMMITMENTS AND CONTINGENCIES--(CONTINUED)

The Company leases office facilities, office equipment and warehouse space
under operating leases. Minimum rental commitments for all non-cancelable
leases are as follows:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31, AMOUNT
------------------------ ----------
<S> <C>
1996....................................... $ 477,639
1997....................................... 497,461
1998....................................... 473,868
1999....................................... 490,160
----------
Total.................................... $1,939,128
==========
</TABLE>

Total rental expense for all leases with a term in excess of one month was
$386,013 in 1995, $304,269 in 1994 and $263,011 in 1993.

(15) EMPLOYEE BENEFITS

The Company sponsors a 401(k) plan in which all employees with at least one
year of service are eligible to participate. Employees who elect to do so may
contribute from 1% to 20% of their salary. The Company matches employee
contributions up to 6% of employee compensation at a rate of $ .25 to the
dollar. A total of $35,091, $24,033 and $21,636 was recognized as expense
during 1995, 1994 and 1993, respectively.

The Company also provides a split dollar insurance policy for an executive
officer. The officer is the owner of the policy and the Company retains an
interest in the policy until the death or retirement of the officer. The
premiums paid by the Company for the officer are evidenced by notes receivable
totaling $170,839 at December 31, 1995 and $140,323 at December 31, 1994.

Certain directors, officers, and stockholders of the Company have been
granted stock options to purchase shares of the Company's common stock at a
price of $48.2094 per share. At December 31, 1995, there were 65,600 options
outstanding. No options were exercised during the years ended December 31,
1995, 1994 and 1993.

During 1995, the Company, in consideration for services rendered and to be
rendered, granted to certain officers and employees value appreciation rights
to acquire shares of the Company's common stock upon consummation of specified
triggering events.

(16) PRODUCT REVENUES

In 1993, the Company received $440,000 from a bank in exchange for a
percentage share of future revenues of Diversified Consulting, Inc., a wholly
owned subsidiary, and for marketing rights in its geographic area. The Company
recognized $440,000 ratably over the life of the contract from July 31, 1993
to December 31, 1994 (Note 14).

(17) EXTRAORDINARY GAIN

In December 1993, the Company entered into an agreement with FNB in which
FNB forgave $940,368 of a term note in exchange for $500,000 and 3,300 shares
of common stock at $60 per share. USBA recognized $242,368 in extraordinary
income related to this early extinguishment of debt.

F-15
<PAGE>

USBA HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

(18) PRIOR PERIOD ADJUSTMENTS

The accompanying financial statements have been restated to correct errors
made in 1993 and 1992. The errors in 1993 resulted from an overaccrual of
revenue and related commission expense. The 1992 error was due to an
underaccrual of the reserve for the self-insured medical plan. In addition,
the Company elected to reflect its adoption of SFAS 109 as a restatement of
prior years to more accurately present its results from operations.

Beginning accumulated deficit as of January 1, 1993, has been restated by
$748,465 as follows:

<TABLE>
<S> <C>
Accumulated, January 1, 1993, as previously reported......... $(5,266,455)
Accrual of reserve for self-insured medical plan............. (41,997)
Deferred tax asset net of valuation allowance of $790,461.... 790,462
-----------
Accumulated deficit, January 1, 1993, as restated.......... $(4,517,990)
===========

Income before extraordinary item and net income for 1993 has been restated by
$485,664, net of income tax benefit of $353,138, as follows:

Net income for 1993 as previously reported................... $ 605,161
Reversal of over accrual of revenue.......................... (359,073)
Reversal of related commission expense over accrual.......... 10,000
Decrease in reserve for self-insured medical plan............ 11,997
Reversal of over accrual of income taxes payable............. 23,780
Deferred tax expense......................................... (181,148)
Decrease in valuation allowance for deferred tax asset....... 510,506
Deferral of recognition of other income related to
product revenue agreements (Note 16)........................ (148,588)
-----------
Net income for 1993 as restated............................ $ 472,635
===========
</TABLE>

The effect of prior period adjustments on earnings per share was:

<TABLE>
<CAPTION>
AS
PREVIOUSLY AS
REPORTED RESTATED
---------- --------
<S> <C> <C>
Basic................................................. $2.70 $1.92
Primary............................................... 2.63 1.86
Fully................................................. 2.09 1.49
</TABLE>

(19) ACQUISITION OF SUBSIDIARIES

In February 1995, the Company acquired substantially all the net assets of
two companies.

Financial Suppliers, Inc. ("FSI"), formerly FSI Holding Corp., a provider of
specialized products to financial institutions, was acquired on February 23,
1995, by issuance of 38,199 shares of the Company's common stock, valued at
$55 per share, in return for approximately $2,101,000 of net assets, including
goodwill of $3,000,000. Capitalized legal and accounting acquisition costs
totaled $46,884.

ProActive, Inc. ("PRO"), a developer and marketer of proprietary computer
software for financial institutions, was acquired on February 28, 1995, by
issuance of 43,251 shares of the Company's common stock, valued at $55 per
share, in return for approximately $2,336,000 of net assets, including
goodwill of $2,196,000. Capitalized legal and accounting acquisition costs
totaled $31,552.

Both acquisitions were accounted for using the purchase method of
accounting. The Company has elected to amortize the goodwill over 40 years.

F-16
<PAGE>

USBA HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

(19) ACQUISITION OF SUBSIDIARIES--(CONTINUED)

The following summarized pro forma (unaudited) information assumes the
acquisition had occurred on January 1, 1994:

<TABLE>
<CAPTION>
1995 1994
---------- -----------
<S> <C> <C>
Revenues........................................ $9,623,735 $11,134,299
========== ===========
Income before extraordinary items............... $ (528,347) $ 668,576
========== ===========
Net income...................................... $ (528,347) $ 668,576
========== ===========
Earnings per share:
Primary
Income before extraordinary items............. ** $ 1.72
========== ===========
Net income................................... ** $ 1.72
========== ===========
Fully diluted
Income before extraordinary items............. ** $ 1.34
========== ===========
Net income................................... ** $ 1.34
========== ===========
**Inclusion of the additional shares would be
antidilutive.
</TABLE>

The above amounts reflect adjustments for amortization of goodwill.

(20) SUPPLEMENTAL DISCLOSURES FOR THE STATEMENTS OF CASH FLOWS

In February 1995, the Company acquired two subsidiaries. The cash provided
by these acquisitions is outlined as follows:

<TABLE>
<CAPTION>
FINANCIAL PROACTIVE,
SUPPLIERS, INC. INC. TOTAL
--------------- ----------- -----------
<S> <C> <C> <C>
Current liabilities, net of current
assets............................... $ 675,924 $ 239,451 $ 915,375
Furniture and equipment............... (33,242) (42,562) (75,804)
Goodwill.............................. (2,999,760) (2,196,250) (5,196,010)
Software development costs............ -- (356,178) (356,178)
Long-term debt assumed................ 260,000 -- 260,000
Issuance of common stock to acquire
subsidiaries......................... 2,101,000 2,378,805 4,479,805
----------- ----------- -----------
Cash received in acquisition of
subsidiaries....................... $ 3,922 $ 23,266 $ 27,188
=========== =========== ===========
</TABLE>

Cash paid for interest and income taxes was as follows:

<TABLE>
<CAPTION>
1995 1994 1993
-------- ------- --------
<S> <C> <C> <C>
Interest paid...................................... $209,076 $95,193 $167,149
Income taxes paid.................................. $ 5,908 $ 7,408 $ --
</TABLE>

(21) RELATED PARTY TRANSACTIONS

Related party transactions consist of accounts and notes receivable totaling
$197,808 due from an officer arising primarily from a split dollar insurance
agreement (Note 15), a note payable to an officer totaling $370,000 (Note 9),
and personal guarantees for notes payable by two stockholders of the Company
(Notes 9 and 10).

F-17
<PAGE>

USBA HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

(22) MAJOR CUSTOMERS

Two major customers, each in the banking industry, accounted for
approximately 12% and 10%, respectively, of total net revenues generated from
revenue enhancement services for the year ended December 31, 1994.

(23) RECLASSIFICATIONS

Certain amounts on the prior year financial statements have been
reclassified in order to be consistent with the 1995 presentation.

(24) SUBSEQUENT EVENTS

On January 21, 1996, the Company signed a 5-year lease agreement on their
building. Minimum lease payments over the term of the lease amount to
approximately $2,165,000. As part of the lease agreement, the Company was
required to issue a letter of credit, secured by a certificate of deposit, to
the lessor. The lessor's right to draw on the letter expires January 19, 1997.

The Company entered into an agreement with JMC Group, Inc. ("JMC") on
January 28, 1996. This agreement was established to provide JMC with access to
financial institutions through the consulting and other relationships
established by the Company and its subsidiaries. In connection with this
transaction, the Company received $1.25 million on January 28, 1996 to assist
in the preparation and implementation of a five-year marketing plan focusing
on the establishment of relationships with new financial institution clients.
JMC has the right to recover $1 million of the amount paid under certain
circumstances. In addition, the Company was given warrants to purchase up to
one million shares of JMC's common stock at $2.50 per share which may be
adjusted to approximately $1.44 per share under certain circumstances. The
warrants are exercisable after January 29, 1997.

A letter of intent was signed on April 3, 1996 to pursue the merger of JMC
Group, Inc. and USBA Holdings, Ltd. The merger is subject to the execution of
a definitive agreement, due diligence, stockholder approval of both companies,
regulatory approval and a satisfactory fairness opinion by J.C. Bradford & Co.

F-18
<PAGE>

USBA HOLDINGS, LTD.

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
----------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash................................................ $ 244,671 $ 547,796
Accounts receivable and unbilled contract
receivables, net of allowance for doubtful accounts
of $339,030 and $282,130, respectively............. 4,715,911 4,396,395
Inventory, net of allowance of $39,634.............. 64,594 62,227
Deferred costs...................................... 1,201,404 965,764
Prepaid expenses and other current assets (Note 5).. 73,382 80,082
Deferred tax assets................................. 221,380 236,630
----------- -----------
TOTAL CURRENT ASSETS............................. 6,521,342 6,288,894
----------- -----------
FURNITURE AND EQUIPMENT.............................. 241,642 242,593
----------- -----------
OTHER ASSETS
Accounts receivable and unbilled contract
receivables, noncurrent............................ 64,000 288,181
Accounts receivable, officers and employees......... 210,915 195,367
Deferred tax asset.................................. 1,024,370 1,071,610
Intangibles, net.................................... 7,259,113 7,281,196
----------- -----------
TOTAL OTHER ASSETS............................... 8,558,398 8,836,354
----------- -----------
TOTAL ASSETS..................................... $15,321,382 $15,367,841
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses............... $1,349,016 $1,378,135
Accrued income taxes................................ 289,274 6,192
Accrued dividends on preferred stock................ 184,294 90,341
Notes payable....................................... 1,559,165 2,286,443
Current portion of long-term debt................... 268,042 471,703
Deferred revenue 417,693 418,466
----------- -----------
TOTAL CURRENT LIABILITIES........................ 4,067,484 4,651,280
LONG-TERM DEBT, less current portion................. 176,458 224,919
----------- -----------
TOTAL LIABILITIES................................ 4,243,942 4,876,199
----------- -----------
STOCKHOLDERS' EQUITY (Note 6)
Convertible preferred stock, 10% cumulative (non-
voting), par value $1,000 per share, authorized
10,000 shares, issued and outstanding 3,758.131
shares............................................. 3,758,131 3,758,131
Preferred stock dividends in arrears................ (184,294) (90,341)
Common stock, par value $1 per share, authorized
500,000 shares, issued and outstanding 326,225
shares at March 31, 1996, and 332,586 shares at
December 31, 1995.................................. 326,225 322,586
Mandatorily convertible debt........................ 200,000 200,000
Additional paid-in capital.......................... 10,997,999 10,830,558
Accumulated deficit................................. (4,020,621) (4,529,292)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY....................... 11,077,440 10,491,642
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY....... $15,321,382 $15,367,841
=========== ===========
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.

F-19
<PAGE>

USBA HOLDINGS, LTD.

CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

<TABLE>
<CAPTION>
QUARTERS ENDED MARCH
31,
----------------------
1996 1995
---------- ----------
<S> <C> <C>
REVENUES (Note 8)
Financial, advisory, and analytical products and
services............................................. $2,127,472 $1,240,237
Sales of banking supplies and equipment............... 866,176 489,568
Software licensing and maintenance.................... 168,348 148,743
---------- ----------
TOTAL REVENUES..................................... 3,161,996 1,878,548
---------- ----------
COST OF SALES
Cost of financial, advisory, and analytical products
and services......................................... 566,432 778,405
Cost of banking supplies and equipment sold........... 722,186 280,341
Cost of software licensing and maintenance............ 115,046 50,149
---------- ----------
TOTAL COST OF SALES................................ 1,403,664 1,108,895
---------- ----------
GROSS PROFIT....................................... 1,758,332 769,653
---------- ----------
OPERATING EXPENSES
Salaries and benefits................................. 142,309 146,529
Travel................................................ 4,903 23,449
Professional services................................. 20,821 11,637
Sales expense and commissions......................... 190,403 83,733
Administrative expense................................ 417,531 533,731
---------- ----------
TOTAL OPERATING EXPENSES........................... 775,967 799,079
---------- ----------
OPERATING INCOME (LOSS)............................ 982,365 (29,426)
AMORTIZATION OF GOODWILL............................... 59,275 29,431
INTEREST EXPENSE, net of interest income............... 50,848 44,168
---------- ----------
INCOME (LOSS) BEFORE INCOME TAX.................... 872,242 (103,025)
INCOME TAX EXPENSE..................................... (363,572) (63,720)
---------- ----------
NET INCOME (LOSS).................................. $ 508,670 $ (166,745)
========== ==========
EARNINGS (LOSS) PER SHARE (Note 9)..................... $ 1.28 $ (1.14)
========== ==========
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.

F-20
<PAGE>

USBA HOLDINGS, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
QUARTERS ENDED MARCH
31,
------------------------
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)................................... $ 508,670 $ (166,745)
Adjustments to reconcile net income to net cash
provided (used) by operating activities
Depreciation and amortization..................... 102,075 67,873
Deferred tax (benefit) expense.................... 62,490 59,457
Changes in assets (increase) decrease
Accounts receivable, net......................... (95,335) (546,670)
Prepaid expenses and other current assets........ 6,700 (109,178)
Accounts receivable from related parties......... (15,548) (3,572)
Inventory........................................ (2,367) (70,505)
Deferred costs................................... (235,640) 57,481
Changes in liabilities increase (decrease)
Accounts payable and accrued expenses............ (29,119) (141,626)
Accrued income taxes............................. 283,082 4,263
Deferred revenue................................. (773) 44,512
----------- -----------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES. 584,235 (804,710)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES.................
Cash from acquisition of subsidiaries............... -- 27,188
Purchases of furniture and equipment................ (33,011) (45,122)
Increase in intangibles............................. (46,029) (52,443)
----------- -----------
NET CASH USED BY INVESTING ACTIVITIES............ (79,040) (70,377)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt.................................. 75,400 521,959
Payments of debt.................................... (1,054,800) (1,015,002)
Proceeds from issuance of common stock.............. 171,080 1,845,142
Redemption of common stock.......................... -- (657,930)
----------- -----------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES. (808,320) 694,169
----------- -----------
NET DECREASE IN CASH................................. (303,125) (180,918)
CASH, BEGINNING OF YEAR.............................. 547,796 565,653
----------- -----------
CASH, END OF YEAR.................................... $ 244,671 $ 384,735
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Income taxes....................................... $ 18,000 $ 6,281
=========== ===========
Interest........................................... $ 43,986 $ 52,688
=========== ===========
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.

F-21
<PAGE>

USBA HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

QUARTERS ENDED MARCH 31, 1996 AND 1995

NOTE 1

The accompanying unaudited consolidated financial statements and these notes
have been condensed and accordingly, do not contain all disclosures required
by generally accepted accounting principles. See Notes to the Audited
Consolidated Financial Statements.

NOTE 2

In the opinion of USBA Holdings, Ltd. (the "COMPANY"), the unaudited
consolidated financial statements contain all adjustments necessary to present
fairly the financial position of the Company and subsidiaries as of March 31,
1996, and the results of their operations and changes in stockholders' equity
and cash flows for the three months ended March 31, 1996 and 1995.

NOTE 3

The results of operations for the three months ended March 31, 1996 and 1995
are not necessarily indicative of the results to be expected for the full
year.

NOTE 4

The Company prepares its interim financial information using the same
accounting principles as for its annual financial statements except for income
taxes which are provided at estimated annual rates.

NOTE 5

Prepaid expenses and other current assets at March 31, 1996 consist of the
following:

<TABLE>
<S> <C>
Deferred merger costs............................................. $20,318
Prepaid expenses and other current assets......................... 53,064
-------
Total......................................................... $73,382
=======
</TABLE>

The deferred merger costs represent expenses incurred as of March 31, 1996,
which will be expensed upon consummation of the merger.

NOTE 6

During the quarter ended March 31, 1996, the Company issued 3,639 additional
shares of common stock in exchange for proceeds totaling $171,080 and declared
$93,953 in dividends to holders of preferred stock.

NOTE 7

F-22
<PAGE>

USBA HOLDINGS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED)

QUARTERS ENDED MARCH 31, 1996 AND 1995

NOTE 8

The Company entered into an agreement with JMC Group, Inc. ("JMC") on
January 28, 1996. This agreement was established to provide JMC with access to
financial institutions through the consulting and other relationships
established by the Company and its subsidiaries. As compensation, the Company
was given a warrant to purchase up to one million shares of JMC's common stock
at $2.50 per share which may be adjusted to approximately $1.44 per share
under certain circumstances. The warrant is not exercisable until January 29,
1997, and therefore, the value of the warrant is undeterminable at this time.
No amount has been recognized in the financial statements for this warrant.
JMC has the right to recover $1,000,000 from the Company under certain
circumstances.

In connection with this transaction, the Company received $1,250,000 on
January 28, 1996 for the preparation of a five-year marketing plan focusing on
the establishment of relationships with new financial institution clients.
This amount represents 39.5% of total revenues for the quarter ended March 31,
1996.

NOTE 9

The following is a computation of income (loss) per share:

<TABLE>
<CAPTION>
QUARTERS ENDED
MARCH 31,
------------------
1996 1995
-------- ---------
<S> <C> <C>
Net income (loss) less preferred stock dividends........ $414,717 $(255,447)
======== =========
Determination of shares:
Weighted average number of common shares outstanding... 323,266 224,796
Shares issuable on exercise of stock options, net of
shares assumed to be purchased out of proceeds at
market (common stock equivalent only)................. 8,475 *
-------- ---------
Average common shares outstanding for primary diluted
computation......................................... 331,741 *
Shares issuable on exercise of value appreciation
rights (other than common stock equivalent)........... 86,950 *
-------- ---------
Average common shares of stock for fully diluted
computation......................................... 418,691 *
======== =========
Income (loss) per share of common stock:
Assuming no dilution................................... $ 1.28 $ (1.14)
Assuming primary dilution.............................. 1.25 --
Assuming full dilution................................. 0.99 --
</TABLE>
- --------
* For the quarter ended March 31, 1995, inclusion of the additional shares
would be antidilutive.

NOTE 10

A letter of intent was signed on April 3, 1996 to pursue the merger of JMC
Group, Inc. and USBA Holdings, Ltd. On May 20, 1996, the Company executed a
definitive agreement for the merger. The definitive agreement follows the
terms set forth in the letter of intent to merge, which required the
completion of due diligence of both companies and the rendering of a
satisfactory fairness opinion. The merger is still subject to customary
conditions including applicable regulatory requirements and the approval of
the stockholders of both companies at stockholder meetings expected to occur
in August.

F-23
<PAGE>

FSI HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

JUNE 30, 1994 AND 1993

<TABLE>
<CAPTION>
1994 1993
---------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash................................................. $ 96,892 248
Accounts receivable (notes 6 and 7):
Trade, less allowance for doubtful accounts
of $18,057 and $14,265............................. 383,216 305,331
Employee............................................ 40,171 39,973
Inventories (notes 6 and 7).......................... 207,126 264,357
Prepaid expenses..................................... 32,117 14,032
----------- ----------
Total current assets.............................. 759,522 623,941
Property and equipment, less accumulated
depreciation (notes 4, 6, and 7)..................... 56,888 88,529
Advances to joint venture (notes 5)................... 33,115 --
Other assets.......................................... -- 56,246
----------- ----------
$ 849,525 768,716
=========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Bank overdraft....................................... $ -- 21,442
Note payable (note 6)................................ 419,941 250,775
Current portion long-term debt (note 7).............. 98,464 87,995
Accounts payable..................................... 336,927 308,782
Accrued expenses..................................... 208,539 261,397
Deferred revenues.................................... 263,840 290,175
----------- ----------
Total current liabilities......................... 1,327,711 1,220,566
Long-term debt, less current installments (note 7).... 1,415,242 1,509,547
----------- ----------
Total liabilities 2,742,953 2,730,113
Commitments (note 9)
Stockholders' deficit (notes 2, 3 and 7)
Common stock, $.01 par value:
Class A 1,000,000 shares authorized, 253,174 and
150,000 shares issued and outstanding.............. 2,532 1,500
Class B non-voting, 125,000 shares authorized issued
and outstanding.................................... 1,250 1,250
Additional paid-in capital........................... 531,218 272,250
Accumulated deficit............................... (2,428,428) (2,236,397)
----------- ----------
Total stockholders' deficit....................... (1,893,428) (1,961,397)
----------- ----------
$ 849,525 768,716
=========== ==========
</TABLE>

See accompanying notes to consolidated financial statements.

F-24
<PAGE>

FSI HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

FOR THE YEARS ENDED JUNE 30, 1994 AND 1993

<TABLE>
<CAPTION>
1994 1993
---------- ---------
<S> <C> <C>
Net sales............................................... $3,975,525 4,011,313
Cost of goods sold...................................... 2,369,908 2,375,025
---------- ---------
Gross profit........................................ 1,605,617 1,636,288
Selling, general and administrative expenses............ 1,784,693 2,185,201
---------- ---------
Loss from operations................................ (179,076) (548,913)
Other income (expense):
Interest income........................................ -- 584
Interest expense....................................... (26,529) (237,288)
Miscellaneous.......................................... 13,574 (4,701)
---------- ---------
(12,955) (241,405)
---------- ---------
Net loss before extraordinary credits............... (192,031) (790,318)
Extraordinary credits (note 2):
Gain on debt restructuring, net of income tax
effect of $280,000.................................... -- 1,218,539
Benefit form utilization of net operating loss
carryforward.......................................... -- 280,000
---------- ---------
-- 1,498,539
---------- ---------
Net earnings (loss)................................. $ (192,031) 708,221
========== =========
</TABLE>

See accompanying notes to consolidated financial statements.

F-25
<PAGE>

FSI HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(UNAUDITED)

FOR THE YEARS ENDED JUNE 30, 1994 AND 1993

<TABLE>
<CAPTION>
COMMON STOCK
------------ ADDITIONAL
CLASS CLASS PAID-IN ACCUMULATED
A B CAPITAL DEFICIT TOTAL
------ ----- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Balance, June 30, 1992......... $1,500 1,250 272,250 (2,944,618) (2,669,618)
Net earnings................... -- -- -- 708,221 708,221
------ ----- ------- ---------- ----------
Balance, June 30, 1993......... 1,500 1,250 272,250 (2,236,397) (1,961,397)
Issuance of 103,174 shares of
Class A common stock.......... 1,032 -- 258,968 -- 260,000
Net loss....................... -- -- -- (192,031) (192,031)
------ ----- ------- ---------- ----------
Balance, June 30, 1994......... $2,532 1,250 531,218 (2,428,428) (1,893,428)
====== ===== ======= ========== ==========
</TABLE>

See accompanying notes to consolidated financial statements.

F-26
<PAGE>

FSI HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

FOR THE YEARS ENDED JUNE 30, 1994 AND 1993

<TABLE>
<CAPTION>
1994 1993
--------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss).................................... $(192,031) 708,221
Adjustments to reconcile net earnings (loss) to net
cash provided (used) by operating activities:
Extraordinary credits................................. -- (1,498,539)
Bad debt expense...................................... 12,431 --
Inventory writedown................................... 50,000 --
Depreciation and amortization......................... 89,627 249,843
Loss on retirement of assets.......................... -- 7,322
Change in:
Accounts receivable.................................. (90,514) 75,306
Inventories.......................................... 7,231 14,518
Prepaid expenses..................................... (18,085) 9,425
Other assets......................................... 5,196 17,922
Accounts payable and accrued expenses................ (24,713) 182,302
Deferred revenues.................................... (26,335) 83,296
Deferred consulting fees............................. -- 171,504
--------- ----------
Net cash provided (used) by operating activities.... (187,193) 21,120
--------- ----------
Cash flows used in investing activities:
Advances to joint venture.............................. (33,115) --
Purchases of property and equipment.................... (6,936) (31,168)
--------- ----------
Net cash used in investing activities............... (40,051) (31,168)
--------- ----------
Cash flows from financing activities:
Net change in short-term borrowings.................... 169,166 51,912
Proceeds from long-term debt........................... 5,931 16,700
Repayments of long-term debt........................... (89,767) (7,964)
Change in bank overdrafts.............................. (21,442) (50,600)
Issuance of common stock............................... 260,000 --
--------- ----------
Net cash provided by financing activities........... 323,888 10,048
--------- ----------
Net change in cash...................................... 96,644 --
Cash at beginning of year............................... 248 248
--------- ----------
Cash at end of year..................................... $ 96,892 248
--------- ----------
Supplemental schedule of cash flow information:
Cash paid during the year for interest................. $ 26,529 75,099
========= ==========
</TABLE>

See accompanying notes to consolidated financial statements.

F-27
<PAGE>

FSI HOLDING CORP. AND SUBSIDIARIES

(UNAUDITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of FSI Holding
Corp. (the Company) and its wholly-owned subsidiary, Financial Suppliers,
Inc. (FSI) and its wholly-owned subsidiary, CSBE Corp. (CSBE). All
significant intercompany accounts and transactions have been eliminated in
consolidation.

Operations

The Company is principally engaged in the distribution of bank equipment
and supplies and providing certain interior design, construction and
remodeling services to financial institutions and other entities.

Inventories

Inventories consisting primarily of security equipment, machines,
furniture, forms and supplies are stated at the lower of cost or market.
Cost is determined using an average cost method.

Property and Equipment

Property and equipment are stated at cost. Major additions and improvements
are capitalized while replacements, maintenance and repairs which do not
improve or extend the life of the respective assets are expensed currently.
Upon retirement or disposal, the cost and related accumulated depreciation
are removed from the accounts and the resulting gain or loss, if any, is
recognized. Depreciation expense is computed using the straight-line method
over the estimated useful lives of the respective assets.

Employee Benefit Plan

The Company has a 401(k) Profit Sharing Plan and Trust which is available
to all employees subject to certain minimum age and service requirements.
Contributions to the Plan are determined annually by the Company's
management. No contributions were made for the years ended June 30, 1994
and 1993.

Revenue Recognition

FSI enters into agreements to provide certain construction and remodeling
services for its customers. Revenues associated with these agreements are
recognized using the percentage-of-completion method measured by the
percentage of cost incurred to date to estimated total costs for each
contract. Income is recognized as work on contracts progresses. Estimated
losses on contracts are charged to operations immediately.

Revenue derived from the sales of service contracts is recognized over the
specified contract period.

(2) RESTRUCTURING

During 1993, the Company entered into a series of transactions which
provided for, among other items, the reduction of principal and accrued
interest payable on certain long-term debt, modified the repayment terms of
the long-term debt and the infusion of $260,000 in equity by the issuance
of 103,174 shares of Class A common stock at $2.52 per share.

The aggregate amount of principal and interest outstanding prior to the
restructuring, as described more fully in note 7, amounted to $3,158,410.
This indebtedness was reduced to $1,584,871 as a result of the
restructuring.

F-28
<PAGE>

FSI HOLDING CORP. AND SUBSIDIARIES

(UNAUDITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(2) RESTRUCTURING--(CONTINUED)

The pretax gain associated with the restructuring amounted to $1,573,539.
For financial reporting purposes, this gain is presented as an
extraordinary credit for 1993 of $1,218,539, which represents the gain on
the debt restructuring, net of legal costs associated therewith of $75,000,
and income taxes of $280,000. The income tax expense is offset by an
extraordinary credit of $280,000 for the utilization of a net operating
loss carryforward.

Proceeds from the sale of common stock of $260,000 is reflected in the
financial statements for the year ending June 30, 1994.

(3) REALIZATION OF ASSETS

The accompanying consolidated financial statements contemplate continuation
of the Company as a going concern. As shown in the accompanying
consolidated financial statements, the Company has sustained substantial
losses from operations.

In view of the matters described in the preceding paragraph, recoverability
of a major portion of the recorded asset amounts shown in the accompanying
balance sheet is dependent upon continued operations of the Company, which,
in turn, is dependent upon the Company's ability to succeed in its future
operations. The consolidated financial statements do not include any
adjustments relating to the recoverability and classification of recorded
asset amounts or amounts and classification of liabilities that might be
necessary should the Company be unable to continue in existence.

(4) PROPERTY AND EQUIPMENT

Property and equipment at June 30, 1994 and 1993 is summarized as follows:

<TABLE>
<CAPTION>
1994 1993
-------- -------
<S> <C> <C>
Furniture and equipment................................... $167,388 166,088
Vehicles.................................................. 93,844 91,113
Computer equipment........................................ 20,448 19,744
-------- -------
281,680 276,945
Less: Accumulated depreciation............................ 224,792 188,416
-------- -------
Net property and equipment................................ $ 56,888 88,529
======== =======
</TABLE>

Depreciation expense amounted to $38,577 and $45,639 for the years ended
June 30, 1994 and 1993, respectively.

(5) ADVANCES TO JOINT VENTURE

During 1994, CSBE entered into a joint venture with Business Environments,
Inc. (BEI) to sell furniture and fixtures to governmental agencies. Based
upon the joint venture agreement, CSBE is to own 49% of the venture and BEI
will own 51%. Through June 30, 1994, the Company had made advances of
$33,115 to the joint venture which were used to secure bid bonds and other
initial start-up expenditures. As of June 30, 1994, the joint venture had
not yet commenced substantial operations, and accordingly, the Company's
share of the operating results of the joint venture is not significant.

F-29
<PAGE>

FSI HOLDING CORP. AND SUBSIDIARIES

(UNAUDITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(6) NOTE PAYABLE

The note payable consists of advances under a revolving line of credit with
National Bank of Canada. The agreement permits FSI to borrow up to $500,000
through demand loans at a rate equal to the National Bank of Canada's base
rate plus two (2%) percent. Advances are collateralized by inventories,
accounts receivable, monies, securities, and other property and proceeds.

(7) LONG-TERM DEBT

Long-term debt at June 30, 1994 and 1993 are summarized as follows:

<TABLE>
<CAPTION>
1994 1993
---------- ---------
<S> <C> <C>
Subordinated promissory notes to National Bank of
Canada and RFE Capital Partners, L.P. (Investors)
secured by substantially
all the assets of FSI............................. $1,243,335 1,316,668
Unsecured subordinated promissory notes to former
owner............................................. 257,203 268,203
Other.............................................. 13,168 12,671
---------- ---------
Total.............................................. 1,513,706 1,597,542
Less current installments.......................... 98,464 87,995
---------- ---------
Long-term debt..................................... $1,415,242 1,509,547
========== =========
</TABLE>

As more fully described in note 2, the loan agreements between the Company
and National Bank of Canada and RFE Capital Partners were amended in 1993.
The amendments resulted in a reduction in the principal amounts and the
forgiveness of all accrued interest. Pursuant to the new terms, the
principal amounts for the Investor notes were reduced to $1,000,000 and the
notes payable to the former owner were reduced to $200,000. Under the
amended loan agreements, the Investor notes have a stated interest rate of
8%, while the note payable to the former owner has an interest rate of 6%
through August 1995, and at the lower of prime or 10% thereafter.

Pursuant to the agreements, interest only payments are to be made monthly
through August 1995 (approximately $7,700 per month). The Investor notes
require monthly payments of approximately $11,900 plus interest, from
September 1995 through November 1997, with the unpaid balance of
approximately $683,000 then payable. The note payable to the former owner
requires payments of approximately $2,900 from September 1995 through
August 2002.

The Company recognized a gain on the restructuring as more fully described
in note 2. The adjusted carrying amount of the indebtedness reflects
payments to be made pursuant to the revised agreements, whether such
payments are designated as principal or interest. Accordingly, all payments
during 1994 were applied to reduce the indebtedness and, thus, 1994
operating results do not include a charge for interest.

Under the terms of the agreement, certain restrictions and limitations are
placed upon FSI, including, among others, declaration of dividends, stock
redemptions, acquisition or disposition of assets and changes in
compensation levels. In connection with the amended purchase agreement, the
Company has agreed to sell warrants which would entitle the Investors to
purchase a twenty (20%) percent interest in the Company subject to increase
as more completely described in the amended purchase agreement. The
warrants are exercisable through July 2002.

Pursuant to certain call provisions, the Company may reduce the ownership
percentage of the Investors. At any time up to October 1995 the Company may
reduce the Investors' interest by paying amounts to the Investors at the
call price as defined in the agreement. The agreement provides that the
Company may

F-30
<PAGE>

FSI HOLDING CORP. AND SUBSIDIARIES

(UNAUDITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(7) LONG-TERM DEBT--(CONTINUED)

repurchase fifty percent (50%) of the Investors' interest in the initial
call with the balance being available for repurchase under a second call.
If the Company repurchases an ownership interest pursuant to the call
provisions, the Company could be required to repay a portion of the
promissory notes proportionate to the ownership interest being purchased.

The stock purchase warrants contain "put" provisions whereby the Investors
can require the Company to purchase the warrants (or the shares of stock if
the warrants have been exercised) based upon formulas contained in the
purchase agreement. The Investors may, upon written notice on July 1998 or
later, convert 50% of their ownership interests or potential ownership
interests pursuant to the formulas to a five (5) year note with a balloon
payment after three (3) years. The remaining 50% may also be converted to a
five (5) year note including a balloon payment after two (2) years.

At June 30, 1994, maturities of long-term debt are summarized as follows:

<TABLE>
<CAPTION>
JUNE 30,
--------
<S> <C> <C>
1995................................................. $ 98,464
1996................................................. 228,094
1997................................................. 243,382
1998................................................. 801,314
1999................................................. 34,886
Thereafter........................................... 107,566
----------
$1,513,706
==========
</TABLE>

(8) INCOME TAXES

Effective July 1, 1993, the Company changed its method of accounting for
income taxes from the deferred method required under Accounting Principles
Board Opinion No. 11 to the liability method required by Statement of
Financial Accounting Standards (SFAS) No. 109. SFAS 109 requires the
recognition of deferred tax assets and liabilities for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax basis. Additionally, the new accounting standard requires the
recognition of future tax benefits, such as net operating loss
carryforwards, to the extent that realization of such benefits is more
likely than not. In the event the future tax consequences of differences
between the financial reporting bases and the bases of the Company's assets
and liabilities results in deferred tax assets, the new standard requires
an evaluation of the probability of being able to realize the future
benefits indicated by the asset. A valuation allowance is provided for the
portion of the deferred tax asset when it is more likely than not that some
portion or all of the deferred tax asset will not be realized. The adoption
of SFAS 109 had no effect on the net loss for the year ended June 30, 1994.

F-31
<PAGE>

FSI HOLDING CORP. AND SUBSIDIARIES

(UNAUDITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(8) INCOME TAXES--(CONTINUED)

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
statement purposes and the amounts used for income tax purposes.
Significant components of the Company's deferred tax assets are as follows:

<TABLE>
<S> <C>
Deferred tax assets:
Net operating loss carryforwards.............................. $ 756,239
Allowance for doubtful accounts............................... 6,854
Inventory reserves............................................ 18,980
Property and equipment........................................ 16,726
Intangible assets............................................. 21,946
Other......................................................... 1,145
---------
Total deferred tax assets...................................... 821,890
Total deferred tax liabilities.................................
---------
Net deferred tax asset......................................... 821,890
Valuation allowance............................................ (821,890)
---------
Net deferred taxes............................................. $
=========
</TABLE>

The net change in the valuation allowance for the Company's net deferred
tax asset during 1994 resulted in an increase of $43,510. This increase was
due to the Company's net loss for financial reporting purposes. The
valuation allowance of $737,415 at June 30, 1994 is required due to the
uncertainty regarding the future utilization of the Company's net operating
loss carryforwards and other future deductible deferred tax assets. These
remaining benefits will be recognized for financial reporting purposes when
the realization of such benefits is determined to be more likely than not.

For tax purposes, the Company and its subsidiaries have net operating loss
carryforwards approximating $1,996,000 at June 30, 1994 that can be used to
offset future taxable income. The loss carryforwards begin to expire in
2004.

(9) COMMITMENTS

FSI leases certain equipment and facilities under operating lease
arrangements expiring in April 1997. Minimum future rental payments under
these leases are as follows:

<TABLE>
<CAPTION>
JUNE 30,
--------
<S> <C>
1995........................................................... $105,000
1996........................................................... 64,000
1997........................................................... 9,500
--------
Total minimum future rental payments........................... $178,500
========
</TABLE>

Rental expense for the years ended June 30, 1994 and 1993 on these leases
was approximately $99,000 and $85,000, respectively.

As a part of the debt restructuring described in note 2, the Company
entered into an employment agreement in August 1993 with its new president
and chief executive officer for an initial two-year term and successive
one-year terms thereafter. The agreement provides for a minimum annual
salary, incentives based on FSI's

F-32
<PAGE>

FSI HOLDING CORP. AND SUBSIDIARIES

(UNAUDITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(9) COMMITMENTS--(CONTINUED)

realization of certain revenue levels, as well as a deferred compensation
agreement consisting of certain Class A common stock appreciation rights.
FSI has also entered into employment contracts with two key officers
through October 1998 that provide for minimum annual salaries adjusted
annually at the discretion of the Board of Directors and incentives based
on FSI's attainment of specified levels of earnings before taxes.
Additional incentives are provided based on the achievement of specified
levels of sales. Total compensation expense for the years ended June 30,
1994 and 1993 related to these contracts was $362,000 and $175,000,
respectively.

F-33
<PAGE>

FSI HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(UNAUDITED)

FOR THE PERIOD JULY 1, 1994 THROUGH FEBRUARY 23, 1995

<TABLE>
<S> <C>
NET SALES.......................................................... $2,630,864
COST OF GOODS SOLD................................................. 1,548,766
----------
GROSS PROFIT..................................................... 1,082,098
----------
OPERATING EXPENSES
Salaries and benefits............................................ 830,149
Travel........................................................... 15,924
Professional services............................................ 38,836
Administrative expense........................................... 514,649
----------
TOTAL OPERATING EXPENSES....................................... 1,399,558
----------
OPERATING LOSS................................................. (317,460)
INTEREST EXPENSE, net of interest income........................... 26,161
----------
NET LOSS....................................................... $ (343,621)
==========
LOSS PER SHARE..................................................... $ (1.45)
==========
WEIGHTED AVERAGE NUMBER OF SHARES.................................. 237,587
==========
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral
part of this statement.

F-34
<PAGE>

FSI HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

FOR THE PERIOD JULY 1, 1994 THROUGH FEBRUARY 23, 1995

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss........................................................... $(343,621)
Adjustments to reconcile net loss to net cash used by operating
activities
Depreciation...................................................... 25,448
Changes in assets (increase) decrease
Accounts receivable, net......................................... 127,509
Prepaid expenses and other current assets........................ 23,413
Accounts receivable from employees............................... 39,605
Inventory........................................................ 130,689
Deferred costs................................................... (106,832)
Advances to joint venture........................................ 15,309
Changes in liabilities increase (decrease)
Accounts payable and accrued expenses............................ 73,956
Deferred revenue................................................. (83,389)
---------
NET CASH USED BY OPERATING ACTIVITIES........................... (97,913)
CASH FLOWS FROM INVESTING ACTIVITY
Proceeds from sale of furniture and equipment...................... 1,199
CASH FLOWS FROM FINANCING ACTIVITY
Proceeds from debt................................................. 3,992
---------
NET DECREASE IN CASH................................................ (92,722)
CASH, BEGINNING OF PERIOD........................................... 96,892
---------
CASH, END OF PERIOD................................................. $ 4,170
=========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest.......................................................... $ 26,181
=========
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral
part of this statement.

F-35
<PAGE>

FSI HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

FOR THE PERIOD JULY 1, 1994 THROUGH FEBRUARY 23, 1995

NOTE 1

NOTE 2

The unaudited consolidated financial statements contain all adjustments
necessary to present fairly the financial position FSI Holding Corp. and
Subsidiaries (the "Company"), as of February 23, 1995 and the results of their
operations and cash flows for the period July 1, 1994 through February 23,
1995.

NOTE 3

The results of operations for the period July 1, 1994 through February 23,
1995 are not necessarily indicative of the results to be expected for the full
year.

NOTE 4

The Company prepares its interim financial information using the same
accounting principles as for its annual financial statements.

NOTE 5

On February 23, 1995, the Company sold substantially all its assets for
38,199 shares of USBA Holdings, Ltd. common stock, valued at $55 per share.

F-36
<PAGE>

APPENDIX A

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (hereinafter called this "AGREEMENT"), dated
as of May 20, 1996 (the "AGREEMENT DATE"), is made by and between USBA
Holdings, Ltd., a Georgia corporation ("USBA"), and JMC Group, Inc., a
Delaware corporation ("JMCG"), with reference to the following facts:

A. The Boards of Directors of USBA and JMCG each have determined that it is
in the best interests of their respective stockholders for a wholly-owned
subsidiary of JMCG (the "MERGER SUB") to merge with and into USBA, upon the
terms and subject to the conditions set forth herein.

B. For Federal income tax purposes, it is intended that the Merger (as
hereinafter defined) shall qualify as a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "CODE").

C. USBA and JMCG desire to make certain representations, warranties,
covenants and agreements in connection with this Agreement.

NOW, THEREFORE, in consideration of the premises and of the representations,
warranties, covenants and agreements contained herein, the parties hereto
hereby agree as follows:

ARTICLE I

THE MERGER; CLOSING; EFFECTIVE TIME

1.1 The Merger. Subject to the terms and conditions of this Agreement, at
the Effective Time (as defined in Section 1.3) Merger Sub shall be merged with
and into USBA and the separate corporate existence of Merger Sub shall
thereupon cease (the "MERGER"). USBA shall be the surviving corporation in the
Merger (sometimes hereinafter referred to as the "SURVIVING CORPORATION") and
shall continue to be governed by the laws of the State of Georgia, and the
separate corporate existence of USBA with all its rights, privileges,
immunities, powers and franchises shall continue unaffected by the Merger. The
Merger shall have the effects specified in the Georgia Business Corporation
Code (the "GBCC").

1.2 Closing. The closing of the Merger (the "CLOSING") shall take place (i)
at the offices of Kilpatrick & Cody, 1100 Peachtree Street, Atlanta, GA 30309
at 9:00 A.M. on the first business day on which the last to be fulfilled or
waived of the conditions set forth in Article VII hereof shall be fulfilled or
waived in accordance with this Agreement or (ii) at such other place and time
and/or on such other date as USBA and JMCG may agree (the "CLOSING DATE").

1.3 Effective Time.

(a) Certificate of Merger. As soon as practicable following the Closing, and
provided that this Agreement shall not have been terminated or abandoned
pursuant to Article VIII hereof, USBA and JMCG will cause a Certificate of
Merger in substantially the form attached hereto as EXHIBIT A (the "GEORGIA
CERTIFICATE OF MERGER") to be executed and filed with the Secretary of State
of Georgia as provided in Section 14-2-1105 of the GBCC. The Merger shall
become effective at the time and on the date on which the Georgia Certificate
of Merger has been duly filed with the Secretary of State of Georgia, and such
time is hereinafter referred to as the "EFFECTIVE TIME."

(b) Publication of Notice. Promptly after the Effective Time, JMCG shall
cause the publication of adequate notice regarding the Merger in compliance
with Section 14-2-1105.1 of the GBCC.

A-1
<PAGE>

ARTICLE II

ARTICLES OF INCORPORATION AND BY-LAWS
OF THE SURVIVING CORPORATION

2.1 The Articles of Incorporation. The Amended and Restated Articles of
Incorporation of USBA (the "USBA ARTICLES") in effect at the Effective Time
shall be the Articles of Incorporation of the Surviving Corporation, until
duly amended in accordance with the terms thereof and the GBCC; provided,
however, that at the Effective Time the USBA Articles will be amended to
change the corporate name of USBA to a name to be selected by USBA reasonably
in advance of the Effective Time.

2.2 The By-Laws. The By-Laws of USBA in effect at the Effective Time (the
"USBA BY-LAWS") shall be the By-Laws of the Surviving Corporation, until duly
amended in accordance with the terms thereof and the GBCC.

ARTICLE III

OFFICERS AND DIRECTORS OF JMCG AND THE
SURVIVING CORPORATION; REVERSE SPLIT; NAME CHANGE

3.1 Officers and Directors of the Surviving Corporation. The directors and
officers of USBA at the Effective Time shall, from and after the Effective
Time, be the directors and officers, respectively, of the Surviving
Corporation until their successors have been duly elected or appointed and
qualified or until the earlier of their death, resignation or removal in
accordance with the USBA Articles and USBA By-Laws.

3.2 JMCG Proxy Statement. The proxy statement/prospectus (the "PROXY
STATEMENT/PROSPECTUS") to be provided by JMCG to the shareholders of USBA
prior to their meeting (the "USBA SHAREHOLDER MEETING") to consider and vote
upon the Merger and to be mailed to the stockholders of JMCG in respect of the
stockholder meeting of JMCG (the "JMCG STOCKHOLDER MEETING") to consider and
vote upon the Merger and related actions will provide for the following slate
of Directors for ratification by the stockholders of JMCG to the Board of
Directors of JMCG to serve from and after the Effective Time (pursuant to the
provisions of the Certificate of Incorporation of JMCG (the "JMCG
CERTIFICATE") and the by-laws of JMCG (the "JMCG BY-LAWS") and applicable
law):

<TABLE>
<CAPTION>
TERM
NAME EXPIRING IN:
---- ------------
<S> <C>
James K. Mitchell............................................ 1999
Ronald D. Wallace............................................ 1999
James P. Cotton, Jr.......................................... 1999
Gerald F. Schmidt............................................ 1998
Edward J. Baran.............................................. 1998
Barton Beek.................................................. 1998
Steven E. Raville............................................ 1997
Charles H. Black............................................. 1997
Anthony M. Frank............................................. 1997
</TABLE>

3.3 Reverse Stock Split. The Proxy Statement/Prospectus will seek approval
from the stockholders of JMCG to effect a one-for-three reverse stock split
(the "REVERSE SPLIT") of the common stock, par value $0.01 per share, of JMCG
(the "JMCG COMMON STOCK"), pursuant to a Certificate of Amendment to the JMCG
Certificate in substantially the form attached hereto as Exhibit B (the
"REVERSE SPLIT CERTIFICATE AMENDMENT"). In the event the stockholders of JMCG
approve the Reverse Split as required by the applicable provisions of the JMCG
Certificate, the JMCG By-Laws, the requirements (the "INCLUSION REQUIREMENTS")
of the National Association of Securities Dealers, Inc. (the "NASD") for
continued inclusion of JMCG Common Stock in The Nasdaq National Stock Market
("NASDAQ") as a National Market security and applicable law, then (i) JMCG
shall promptly file the Reverse Split Certificate Amendment with the Secretary
of State of the State of Delaware (the "DELAWARE SECRETARY OF STATE") to
effect the Reverse Split and (ii) the provisions of this Agreement (including,
without limitation, the provisions of Section 4.1 hereof as contemplated by
Subparagraph 4.1(d)(vii) hereof) shall be modified accordingly.

A-2
<PAGE>

3.4 Officers of JMCG. From and after the Effective Time, the following
persons shall hold the executive officer position(s) of JMCG indicated:

James K. Mitchell -- Chairman of the Board of Directors

Ronald D. Wallace -- President and Chief Executive Officer

3.5 JMCG Corporate Name Change. At the Effective Time, subject to approval
by the stockholders of JMCG at the JMCG Stockholder Meeting, the corporate
name of JMCG will be changed to "USBA Holdings, Ltd." To effect such name
change (if approved), JMCG shall promptly file with the Delaware Secretary of
State a Certificate of Amendment (the "NAME CHANGE CERTIFICATE AMENDMENT") to
the JMCG Certificate in substantially the form attached hereto as EXHIBIT C.

3.6 Principal Executive Offices. Promptly following the Effective Time, the
principal executive offices of JMCG shall be relocated to Atlanta, Georgia
(initially, in the office space presently occupied by USBA). Prior to such
relocation, the NASD shall be notified of the change in location in compliance
with the Inclusion Requirements.

3.7 Employment Agreements. Concurrently with the execution of this
Agreement, JMCG shall execute and deliver to James K. Mitchell and Ronald D.
Wallace Employment Agreements in substantially the forms attached hereto as
EXHIBIT D-1 and EXHIBIT D-2, respectively (in each instance, an "EMPLOYMENT
AGREEMENT"); provided, however, that such Employment Agreements shall not take
effect until the Effective Time.

ARTICLE IV

CONVERSION OF SHARES IN THE MERGER

4.1 Conversion or Cancellation of Shares. The manner of converting issued
and outstanding shares of USBA in the Merger, and those certain Value
Appreciation Rights ("VARS") with respect to such shares, shall be as follows:

(a) Conversion of USBA Common Shares. Each share of the common stock, par
value $1.00 per share, of USBA (the "USBA COMMON SHARES") issued and
outstanding immediately prior to the Effective Time shall be converted into
14.513207 (the "EXCHANGE FACTOR")(/1/) shares of JMCG Common Stock;
provided, however, that (i) the Exchange Factor is subject to adjustment as
provided herein and (ii) references herein to the Exchange Factor shall be
deemed references to the Exchange Factor as adjusted.

(b) Conversion of VARs. Each VAR issued and outstanding immediately prior
to the Effective Time shall be converted into an option to acquire a number
of shares of JMCG Common Stock equal to the number of USBA Common Shares
subject to such VAR multiplied by the Exchange Factor (each such option is
herein referred to as a "VAR OPTION"). Each VAR Option shall be exercisable
for $0.01 per share of JMCG Common Stock and shall be and remain subject to
the vesting conditions of the original VAR; provided, however, that no VAR
Option shall be exercisable (i) prior to January 1, 1997 or (ii) for
fractional shares of JMCG Common Stock (with reference to Section 4.3
below).

- --------
(1) The Exchange Factor is calculated by assuming that VARs are common stock
equivalents (e.g., one VAR is the equivalent, but for a nominal exercise
price, of one USBA Common Share). Accordingly, the base amount of
6,000,000 shares of JMCG Common Stock into which USBA Common Shares and
VARs are intended to convert is the numerator of the Exchange Factor and
the aggregate represented number of USBA Common Shares and VARs
(326,466.54 + 86,950 = 413,416.54) is the "Denominator." The base Exchange
Factor is thus 6,000,000/413,416.54 = 14.513207.

A-3
<PAGE>

(c) Conversion of USBA Preferred Shares. Each share of the preferred
stock, par value $1,000.00 per share, of USBA (the "USBA PREFERRED SHARES")
issued and outstanding immediately prior to the Effective Time shall be
converted into one share of the Series A Preferred Stock, par value $0.01
per share, of JMCG (the "JMCG PREFERRED STOCK") with the rights,
preferences and privileges set forth on EXHIBIT E attached hereto (the
"JMCG CERTIFICATE OF DESIGNATION"). As set forth in the JMCG Certificate of
Designation, the JMCG Preferred Stock shall have the same economic terms as
the USBA Preferred Shares and shall be convertible into JMCG Common Stock
based upon the conversion price for the USBA Preferred Shares adjusted to
reflect the Exchange Factor. The USBA Common Shares and the USBA Preferred
Shares to be converted pursuant to the Merger are herein referred to as the
"CONVERTED USBA SHARES."

(d) Adjustment of Exchange Factor. The Exchange Factor (and possibly the
Denominator, as defined below) shall be adjusted as provided in this
paragraph (d) in the event that either (1) the amount of issued and
outstanding capital stock of USBA, on a fully-diluted basis, is greater
than or less than that represented by USBA in Section 5.1(d) below or (2)
the average closing price of JMCG Common Stock quoted on Nasdaq as reported
by The Wall Street Journal for the period of twenty (20) trading days
immediately preceding the third (3rd) business day prior to the day of the
JMCG Stockholder Meeting (the "AVERAGE PRICE") is less than or greater than
four dollars ($4.00).

(i) Number of Fully-Diluted USBA Shares. The Exchange Factor and the
Denominator will be proportionally adjusted in the event that the
amount of USBA capital stock, on a fully-diluted and converted to USBA
Common Shares (or USBA Common Shares equivalent) basis, is less than or
in excess of the issued and outstanding capitalization of USBA as
represented in Section 5.1(d) below (in the event of an excess, taking
into account, as compared with the Average Price and in the reasonable
discretion of JMCG, the amount of proceeds which shall be payable to
JMCG in respect of the exercise or conversion of any derivative
securities beyond those contemplated by Section 5.1(d) below). Any
adjustment to the Exchange Factor and/or the Denominator pursuant to
this Subparagraph 4.1(d)(i) shall be in addition to any other
adjustments under this Subsection 4.1(d).

(ii) Average Price Less than $4.00. If the Average Price is less than
four dollars ($4.00), but equal to or greater than three dollars
($3.00), then for each whole cent ($0.01) of difference between four
dollars ($4.00) and the Average Price, the Exchange Factor shall be
increased by the amount of 0.024189.(/2/) For example, at an Average
Price of three dollars and fifty cents ($3.50), the Exchange Factor
would be 15.722657 [14.513207 + (50 x 0.024189) = 15.722657].

(iii) Average Price Less than $3.00. If the Average Price is less
than three dollars ($3.00), then the Exchange Factor shall be set at
the quotient of (x) divided by (y) where (x) is equal to twenty-one
million dollars ($21,000,000.00) divided by the Average Price and (y)
is equal to 413,416.54 (the "DENOMINATOR");(/3/) provided, however,
that as provided in Subsection 7.1(i) below, JMCG shall not be
obligated to give effect to the Merger if (A) the Average Price is less
than three dollars ($3.00) and/or (B) the Exchange Factor is greater
than 16.932107 (which is the Exchange Factor determined pursuant to
Subparagraph (ii) above at an average Price of $3.00). For example, at
an Average Price of two dollars and fifty cents ($2.50), the Exchange
Factor would be 20.318490 [($21,000,000/$2.50)/413,416.54) =
20.318490].

(iv) Average Price Greater than $4.00. If the Average Price is
greater than four dollars ($4.00), but equal to or less than five
dollars ($5.00), then for each whole cent ($0.01) of difference between

- --------
(2) This number is derived by adjusting the numerator of the base Exchange
Factor (originally 6,000,000) in increasing increments of 10,000 for each
$0.01 decrease in the Average Price.

(3) This number is equal to the aggregate represented number of USBA Common
Shares and VARs issued and outstanding on the Agreement Date.

A-4
<PAGE>

four dollars ($4.00) and the Average Price, the Exchange Factor shall
be decreased by the amount of 0.019351.(/4/) For example, at an Average
Price of four dollars and fifty cents ($4.50), the Exchange Factor
would be 13.545657 [14.513207--(50 x 0.019351) = 13.545657].

(v) Average Price Greater than $5.00. If the Average Price is greater
than five dollars ($5.00), then the Exchange Factor shall be set at the
lower of (1) the quotient of (x) divided by (y) where (x) is equal to
thirty million dollars ($30,000,000.00) divided by the Average Price
and (y) is equal to the Denominator or (2) 12.578107 (which is the
Exchange Factor determined pursuant to Subparagraph (iv) above at an
Average Price of $5.00). For example, at an Average Price of five
dollars and fifty cents ($5.50), the Exchange Factor would be 12.578107
[the lower of (1) and (2) where (1) is ($30,000,000/$5.50)/413,416.54 =
13.193825].

(vi) Average Price Equal to $4.00. If the Average Price equals four
dollars $4.00, then the Exchange Factor shall equal 14.513207.

(vii) Stock Splits, Dividends, Etc. If between the Agreement Date and
the Effective Time the outstanding shares of JMCG Common Stock shall
have been changed into a different number of shares or a different
class, by reason of a stock dividend, subdivision, reclassification,
recapitalization, split (including, without limitation, the Reverse
Split), combination or exchange of shares, the Exchange Factor shall be
adjusted correspondingly to reflect such stock dividend, subdivision,
reclassification, recapitalization, split (including, without
limitation, the Reverse Split), combination or exchange of shares.

(e) Securities of USBA Converted in the Merger. All securities of USBA
converted pursuant to the Merger shall no longer be outstanding after the
Effective Time and shall be canceled and retired and shall cease to exist,
and each certificate (each, a "USBA CERTIFICATE") representing any such
securities shall thereafter represent only the right to receive (i)
securities of JMCG pursuant to the applicable provisions of this Article IV
(and cash in respect of fractional shares as provided in Section 4.3
hereof) or (ii) such payment from the Surviving Corporation in respect
thereof as shall be due Dissenting Shares (defined below) if appropriate
procedures are pursued in accordance with Article 13 of the GBCC.

(f) Merger Sub. At the Effective Time, each share of Common Stock, par
value $0.01 per share, of Merger Sub issued and outstanding immediately
prior to the Effective Time shall be converted into one USBA Common Share.

4.2 Exchange of Certificates.

(a) Exchange Agent. As of the Effective Time, JMCG shall deposit, or shall
cause to be deposited, with an exchange agent selected by JMCG and reasonably
acceptable to USBA (the "EXCHANGE AGENT"), for the benefit of the holders of
the Converted USBA Shares, for exchange in accordance with this Article IV,
certificates representing the securities of JMCG into which such Converted
USBA Shares are converting pursuant to Section 4.1 hereof (the "EXCHANGE
SHARES") and any cash to be paid in lieu of fractional shares pursuant to
Section 4.3 hereof (such cash and certificates representing JMCG securities,
together with the amount of any dividends or distributions payable with
respect thereto, being hereinafter referred to as the "EXCHANGE FUND").

(b) Transfers. After the Effective Time, there shall be no transfers on the
stock transfer books of USBA. If, after the Effective Time, certificates are
presented to the Surviving Corporation, they shall be canceled and exchanged
for the securities of JMCG into which the shares represented thereby have been
converted pursuant to Section 4.1 hereof and any cash to be paid in lieu of
fractional shares. Certificates surrendered for exchange by any person
constituting an "affiliate" of USBA for purposes of Rule 145(c) under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), shall not be
exchanged until JMCG has received a written agreement from such person as
provided in Section 6.9 hereof.

- --------
(4) This number is derived by adjusting the numerator of the base Exchange
Factor (originally 6,000,000) in decreasing increments of 8,000 for each
$0.01 increase in the Average Price.

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(c) Letter of Transmittal. As soon as practicable after the Effective Time,
the Exchange Agent shall mail to each holder of record of a USBA Certificate
(i) a form letter of transmittal which shall be customary in form and shall
specify that delivery shall be effected, and risk of loss and title to each
USBA Certificate shall pass, only upon delivery to the Exchange Agent,
together with such other provisions as USBA and JMCG may reasonably specify,
and (ii) instructions for effecting the surrender of USBA Certificates in
exchange for certificates representing Exchange Shares. Upon surrender of a
USBA Certificate for cancellation to the Exchange Agent together with such
letter of transmittal, duly executed, the holder of such USBA Certificate
shall be entitled to receive in exchange therefor a certificate representing
the Exchange Shares into which the USBA Converted Shares represented by such
USBA Certificate so surrendered shall have been converted in the Merger
pursuant to the provisions of Section 4.1 hereof (and subject to the provision
of Section 4.3 hereof), and the USBA Certificate so surrendered shall
forthwith be canceled. If a certificate representing Exchange Shares is to be
issued to a person other than the person in whose name the USBA Certificate
surrendered therefor is registered, it shall be a condition of issuance that
the USBA Certificate so surrendered shall be properly endorsed, or otherwise
in proper form for transfer, and that the person requesting such issuance
shall pay any transfer or other taxes required by reason of the issuance to a
person other than the registered holder of the USBA Certificate surrendered or
shall establish to the satisfaction of JMCG that such tax has been paid or is
not applicable.

(d) Termination of Exchange Fund. Any portion of the Exchange Fund
(including the proceeds of any investments thereof) that remains unclaimed by
the holders of Converted USBA Shares for one year after the Effective Time
shall be returned to JMCG. Any such holder shall thereafter look only to JMCG
for their portion of the Exchange Fund, and in each case without any interest
thereon. Notwithstanding the foregoing, none of JMCG, the Surviving
Corporation, the Exchange Agent or any other person shall be liable to any
holder of Converted USBA Shares for any amount properly delivered to a public
official pursuant to applicable abandoned property, escheat or similar laws.

4.3 No Fractional Shares. No certificates or scrip representing less than
one share of JMCG Common Stock shall be issued upon (x) the surrender for
exchange of USBA Certificates pursuant to this Article IV or (y) the exercise
of any VAR Option. In lieu of any such fractional shares, each affected holder
of Converted USBA Shares or a VAR Option, as the case may be, shall be paid,
upon surrender of a USBA Certificate or upon exercise of the VAR Option, an
amount in cash, rounded to the nearest cent, determined by multiplying (i) the
Average Price by (ii) the fractional interest to which such holder would
otherwise be entitled (after taking into account all shares of JMCG Common
Stock to which any such holder is entitled).

4.4 Dissenters' Rights.

(a) Notwithstanding the provisions of Section 4.1 above, any holder of
shares of USBA's capital stock who shall have delivered a written demand for
appraisal of such holder's shares ("DISSENTING SHARES"), as provided in
Section 14-2-1321 of the GBCC (each a "DISSENTING SHAREHOLDER"), shall not be
entitled to have such Dissenting Shares converted pursuant to the provisions
of Section 4.1 above unless and until the Dissenting Shareholder shall have
failed to perfect or shall have effectively withdrawn or lost such holder's
right to dissent from the Merger under the GBCC, and shall be entitled to
receive only the payment provided by Article 13 of the GBCC with respect to
such Dissenting Shares.

(b) USBA shall give JMCG prompt notice (including an appropriate summary) of
(i) any written demand for appraisal of any Dissenting Shares, attempted
withdrawals of any such demand, and any other instrument received by USBA
relating to shareholders' rights of appraisal and (ii) all negotiations and
proceedings with respect to demand for appraisal under the GBCC. USBA shall
not, except with the prior written consent of JMCG (which shall not be
unreasonably withheld), voluntarily make any payment with respect to any
demand for appraisal of Dissenting Shares, offer to settle or settle any such
demand or approve any withdrawal of any such demand.

4.5 USBA Options. Each option to acquire USBA Common Shares outstanding
immediately prior to the Effective Time (a "USBA OPTION") shall be deemed to
be automatically converted into an option (a "JMCG

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<PAGE>

OPTION") to purchase that number of shares of JMCG Common Stock as is
determined by multiplying the number of USBA Common Shares for which such USBA
Option was exercisable (assuming full vesting) by the Exchange Factor. The
exercise price per share of JMCG Common Stock for each such JMCG Option shall
be determined by dividing the exercise price per USBA Common Share for the
applicable USBA Option by the Exchange Factor. As promptly as possible
subsequent to the Effective Time, and in any event within 30 days after the
Closing, JMCG shall (i) register the shares underlying JMCG Options and VAR
Options (if permitted by the rules of the Securities and Exchange Commission
(the "SEC") and the requirements of the SEC's Form S-8) with the SEC by filing
one or more registration statements on Form S-8 and (ii) keep such
registration(s) effective until the final exercise or termination of all of
the JMCG Options and VAR Options (if applicable). Each JMCG Option shall
otherwise be subject to the same terms and conditions as its predecessor USBA
Option; provided that the vesting schedule for each such JMCG Option shall be
the vesting schedule of the corresponding USBA Option in effect on the
Agreement Date as if no "change of control" or other acceleration of benefits
event had occurred as a result of the Merger.

4.6 Reservation of Shares. JMCG shall reserve for issuance a sufficient
number of shares of JMCG Common Stock for issuance upon (i) exercise of the
JMCG Options, (ii) exercise of the VAR Options and (iii) conversion of the
JMCG Preferred Stock comprising a portion of the Exchange Shares.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of USBA. USBA hereby represents and
warrants to JMCG that:

(a) Corporate Organization and Qualification. Each of USBA and its
subsidiaries (the "USBA SUBSIDIARIES") is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of
its incorporation and is in good standing as a foreign corporation in each
jurisdiction where the properties owned, leased or operated or the business
conducted by it require such qualification, except for such failure to so
qualify or be in such good standing which, when taken together with all
other such failures, would not have a material adverse effect on the
financial condition, properties, business, prospects or results of
operations of USBA taken as a whole (a "USBA MATERIAL ADVERSE EFFECT").
Each of USBA and the USBA Subsidiaries has the requisite corporate power
and authority to carry on its business as it is now being conducted. USBA
has made available to JMCG a complete and correct copy of the USBA Articles
and the USBA By-Laws, each as amended to date. The USBA Articles and the
USBA By-Laws so delivered are in full force and effect.

(b) Corporate Authority. Subject only to approval of this Agreement by
the shareholders of USBA in accordance with the GBCC, USBA has the
requisite corporate power and authority and has taken all corporate action
necessary in order to execute and deliver this Agreement and to consummate
the transactions contemplated hereby. This Agreement is a valid and binding
agreement of USBA enforceable against USBA in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium
and similar laws affecting creditors' rights and remedies generally. The
Board of Directors of USBA has unanimously approved the Merger and this
Agreement and the transactions contemplated herein.

(i) Other than the filing provided for in Section 1.3, no notices,
reports or other filings are required to be made by USBA or any USBA
Subsidiary with, nor are any consents, registrations, approvals,
permits or authorizations required to be obtained by USBA from, any
governmental or regulatory authority, agency, commission or other
entity, domestic or foreign ("GOVERNMENTAL ENTITY"), in connection with
the execution and delivery of this Agreement by USBA and the
consummation by USBA of the transactions contemplated hereby, the
failure to make or obtain any or all of which (A) is reasonably likely
to have a USBA Material Adverse Effect or (B) could prevent, materially
delay or materially burden the transactions contemplated by this
Agreement.

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(ii) Neither USBA nor any USBA Subsidiary is in violation of or
default under (A) any provision of its charter or bylaws (in the
instance of USBA, the USBA Articles and the USBA By-Laws), (B) any
provision of any instrument, agreement or contract to which it is a
party or by which it is bound or (C) any provision of any federal or
state judgment, order, writ, decree, statute, rule or regulation
applicable to USBA or any USBA Subsidiary. The execution and delivery
of this Agreement by USBA do not, and the consummation by USBA of the
transactions contemplated by this Agreement will not, constitute or
result in (1) a breach or violation of, or a default under, the charter
or bylaws of USBA or any USBA Subsidiary (in the instance of USBA, the
USBA Articles and the USBA By-Laws), (2) a breach or violation of, a
default under or the triggering of any payment or other material
obligation pursuant to, any USBA Compensation and Benefit Plan (as
defined in Section 5.1(h)) or any grant or award made under any of the
foregoing, (3) a breach or violation of, or a default under or the
acceleration of or the creation of a lien, pledge, security interest or
other encumbrance on any of the assets of USBA or any USBA Subsidiary
(with or without the giving of notice or the lapse of time) pursuant
to, any provision of any agreement, lease, contract, note, mortgage,
indenture, arrangement or other obligation to which USBA or any USBA
Subsidiary is a party or by or to which USBA, any USBA Subsidiary or
any of its or their properties or assets is bound (a "USBA CONTRACT"),
(4) a breach or violation of any law, rule, ordinance, regulation,
judgment, decree, order, award or governmental or non-governmental
permit or license to which USBA or any USBA Subsidiary is subject, or
(5) any change in the rights or obligations of any party under any of
the USBA Contracts; except, in the case of clauses (3), (4) or (5)
above, for such breaches, violations, defaults, accelerations or
changes that, alone or in the aggregate, would not have a USBA Material
Adverse Effect or that could not result in the creation of any material
lien, charge or encumbrance upon any assets of USBA or any USBA
Subsidiary or that could not prevent, materially delay or materially
burden the transactions contemplated by this Agreement.

(d) Capital Structure.

(i) USBA. The authorized capital stock of USBA consists of 500,000
USBA Common Shares, of which 326,466.54 are issued and outstanding, and
10,000 USBA Preferred Shares, of which 3,758.131 are issued and
outstanding; such issued and outstanding USBA Common Shares and USBA
Preferred Shares comprise the Converted USBA Shares. All of the
outstanding USBA Common Shares and USBA Preferred Shares (x) have been
duly authorized and are validly issued, fully paid and nonassessable
and not subject to preemptive rights and (y) were issued in compliance
with all applicable federal and state securities laws. There are (A)
VARs to acquire 86,950 USBA Common Shares, all at a nominal exercise
price per USBA Common Share, (B) options to acquire 65,600 USBA Common
Shares, all at the exercise price of $48.21 per USBA Common Share, (C)
a warrant to acquire 4,149 USBA Common Shares, at the exercise price of
$48.21 per USBA Common Share, held by Provident Savings Bank, and (D)
18,182 USBA Common Shares reserved for issuance pursuant to that
certain Marketing Agreement dated as of January 29, 1996 between USBA
and JMCG (the "MARKETING AGREEMENT"). Except as expressly set forth
above in this Section 5.1(d), (1) there are no options, warrants,
calls, rights, commitments or agreements of any character to which USBA
is a party or by which it is bound obligating USBA to issue, deliver or
sell, or cause to be issued, delivered or sold, additional shares of
capital stock of USBA or benefits, payments or awards which are stock-
related, or obligating USBA to grant, extend or enter into any such
option, warrant, call, right, commitment or agreement and (2) there is
no agreement or understanding between any persons and/or entities which
affects or relates to the voting or giving of written consents with
respect to any security or by a director or shareholder of USBA.

(ii) USBA Subsidiaries. A list of the USBA Subsidiaries is set forth
on SCHEDULE 5.1(d) hereto. Except for the USBA Subsidiaries, USBA does
not presently own or control, directly or indirectly, any interest in
any other corporation, association, partnership or other business
entity. Each USBA Subsidiary is wholly-owned by USBA. There are no
options, warrants, calls, rights, commitments or agreements of any
character to which USBA or any USBA Subsidiary is a party or by

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which USBA or any USBA Subsidiary is bound obligating USBA or any USBA
Subsidiary to issue, deliver or sell, or cause to be issued, delivered
or sold, shares of capital stock of any USBA Subsidiary or benefits,
payments or awards which are stock-related, or obligating USBA or any
USBA Subsidiary to grant, extend or enter into any such option,
warrant, call, right, commitment or agreement.

(e) Consolidated Financial Statements.

(i) USBA has delivered to JMCG USBA's audited consolidated statements
of income and cash flows for the fiscal periods ended December 31,
1993, 1994 and 1995, USBA's audited consolidated balance sheets dated
December 31, 1994 and 1995, in each instance audited and accompanied by
the report of independent certified public accountants, and USBA's
unaudited financial statements at and for the three months ending March
31, 1996 (the "USBA FINANCIAL STATEMENTS"). The USBA Financial
Statements comply as to form in all material respects with applicable
accounting requirements, have been prepared in accordance with
generally accepted accounting principles applied on a consistent basis
during the periods involved (except as may be indicated in the notes
thereto) and fairly present the financial position of USBA and the USBA
Subsidiaries as of the dates thereof and the consolidated results of
operations, shareholders' equity and cash flows for the periods then
ended (subject, in the case of unaudited statements, to normal year-end
audit adjustments).

(ii) Except as set forth in the USBA Financial Statements, USBA has
no liabilities or obligations of any nature (whether accrued, absolute,
contingent or otherwise) required by generally accepted accounting
principles to be set forth on a consolidated balance sheet of USBA or
in the notes thereto, other than liabilities and obligations incurred
in the ordinary course of business consistent with prior practice and
experience of USBA since December 31, 1995.

(iii) None of the information supplied or to be supplied by USBA for
inclusion in the Registration Statement on Form S-4 or other
appropriate registration form to be filed with the SEC by JMCG in
connection with the offer and issuance of the Exchange Shares in or as
a result of the Merger (the "REGISTRATION STATEMENT"), including the
Proxy Statement/Prospectus included therein, will, in the case of the
Proxy Statement/Prospectus, at the time of mailing of the Proxy
Statement/Prospectus to the securityholders of JMCG and/or USBA and at
the time of the JMCG Stockholder Meeting and/or the USBA Shareholder
Meeting contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to
make the statements made, in light of the circumstances under which
they are made, not misleading or, in the case of the Registration
Statement, at the time the Registration Statement becomes effective
under the Securities Act, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.

(f) Absence of Certain Changes or Events. Except as disclosed in the USBA
Financial Statements or on SCHEDULE 5.1(f) hereto, or except as expressly
contemplated by this Agreement, since December 31, 1995, USBA and the USBA
Subsidiaries have conducted business only in, and have not engaged in any
material transaction other than according to, the ordinary and usual course
of their business and there has not been (i) any change in the assets,
liabilities, financial condition, operating results or prospects of USBA,
on a consolidated basis, from that reflected in the USBA Financial
Statements for the period ending December 31, 1995, except changes in the
ordinary course of business, including losses from operations, which have
not been, in the aggregate, materially adverse; (ii) any damage,
destruction or loss, whether or not covered by insurance, having a USBA
Material Adverse Effect; (iii) any waiver by USBA or any USBA Subsidiary of
a valuable right or of a material debt owed to it; (iv) any satisfaction or
discharge of any lien, claim or encumbrance or payment of any obligation by
USBA or any USBA Subsidiary, except in the ordinary course of business and
which is not material to the assets, properties, financial condition,
operating results or business of USBA on a consolidated basis (as such
business is presently conducted); (v) any change or amendment to a material
USBA Contract by which USBA, any USBA Subsidiary or any of its or their
assets or properties is bound or subject; (vi) any change in any
compensation arrangement or

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agreement with any management-level employee, director or consultant; (vii)
any declaration, setting aside or payment of any dividend or other
distribution (whether in cash, stock or property) with respect to any of
USBA's capital stock (except for regular dividends on the USBA Preferred
Shares declared and paid in accordance with the USBA Articles); or (viii)
any split, combination or reclassification of any of USBA's capital stock
or any issuance or the authorization of any issuance of any other
securities in respect of, in lieu of or in substitution for shares of its
capital stock. Except as disclosed on SCHEDULE 5.1(f) hereto or as
expressly contemplated by this Agreement, since December 31, 1995 there has
not been (x) any granting by USBA or any USBA Subsidiary to any executive
officer of USBA or a USBA Subsidiary of any increase in compensation, (y)
any granting by USBA or any USBA Subsidiary to any such executive officer
of any increase in severance or termination pay, or (z) any entry by USBA
or any USBA Subsidiary into any employment, severance or termination
agreement with any such executive officer.

(g) Litigation and Liabilities. There is no action, suit, proceeding or
investigation (a "PROCEEDING") pending or, to the knowledge of USBA,
currently threatened against or affecting USBA, any USBA Subsidiary or any
of its or their assets (including, without limitation, any Proceeding
relating to the Merger). There is no outstanding judgment, order, writ,
injunction or decree of any court, governmental agency, authority or
arbitration tribunal against or affecting USBA, any USBA Subsidiary or any
of its or their assets. There exists no basis for any Proceeding against or
affecting USBA, any USBA Subsidiary or any of its or their assets
(including, without limitation, any condition which, if revealed to all
interested parties, would give rise to a Proceeding).

(h) Employee Benefits.

(i) SCHEDULE 5.1(h) hereto contains a true and complete list of (A)
each plan, program, policy, payroll practice, contract, agreement or
other arrangement providing for compensation, severance, termination
pay, performance awards, stock or stock-related awards, fringe benefits
or other employee benefits of any kind, whether formal or informal,
funded or unfunded, written or oral and whether or not legally binding,
which is now or previously has been sponsored, maintained, contributed
to or required to be contributed to by USBA or any USBA Subsidiary or
pursuant to which USBA or any USBA Subsidiary has any liability,
contingent or otherwise, including, but not limited to, any "employee
benefit plan" within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") (each a
"USBA COMPENSATION AND BENEFIT PLAN"); and (B) each management,
employment, bonus, option, equity (or equity-related), severance,
consulting, non-compete, confidentiality or similar agreement or
contract (each a "USBA EMPLOYEE AGREEMENT") between USBA or any USBA
Subsidiary and any current, former or retired employee, officer,
consultant, independent contractor, agent or director of USBA or any
USBA Subsidiary (the "USBA EMPLOYEES"). Neither USBA nor any USBA
Subsidiary currently sponsors, maintains, contributes to, nor is
required to contribute to, nor has USBA or any USBA Subsidiary ever
sponsored, maintained, contributed to or been required to contribute
to, or incurred any liability to, (1) any "defined benefit plan" (as
defined in ERISA Section 3(35)), (2) any "multi-employer plan" (as
defined in ERISA Section 3(37)) or (3) any USBA Compensation and
Benefit Plan which provides, or has any liability to provide, life
insurance, medical, severance or other employee welfare benefits to any
USBA Employee upon his or her retirement or termination of employment,
except as required by Section 4980B of the Code.

(ii) Neither USBA nor any USBA Subsidiary is (A) a member of a
"controlled group of corporations," under "common control" or an
"affiliated service group" within the meaning of Sections 414(b), (c)
or (m) of the Code, (B) required to be aggregated under Section 414(o)
of the Code, or (C) under "common control," within the meaning of
Section 4001(a)(14) of ERISA, or any regulations promulgated or
proposed under any of the foregoing Sections, in each case with any
other entity except for USBA and/or any USBA Subsidiary.

(iii) USBA and the USBA Subsidiaries have made available to JMCG
current, accurate and complete copies of all documents embodying or
relating to each USBA Compensation and Benefit Plan

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and each USBA Employee Agreement, including all amendments thereto,
interpretations thereof, trust or funding agreements relating thereto
(if any), the two most recent annual reports (Series 5500 and related
schedules) required under ERISA (if any), the most recent determination
letter received from the Internal Revenue Service (if any), the most
recent summary plan description (with all material modifications) (if
any), and all material communications to any USBA Employee relating to
any USBA Compensation and Benefit Plan or USBA Employee Agreement.

(iv) Each USBA Compensation and Benefit Plan has been established and
maintained in accordance with its terms and in compliance in all
material respects with all applicable laws, statutes, orders, rules and
regulations, including but not limited to ERISA and the Code; and each
USBA Compensation and Benefit Plan intended to qualify under Section
401 of the Code is, and since its inception has been, so qualified.

(v) The execution of, and performance of the transactions
contemplated in, this Agreement will not (either alone or upon the
occurrence of any additional or subsequent events) constitute an event
under any USBA Compensation and Benefit Plan or USBA Employee Agreement
that will or may result in any payment (whether of severance pay or
otherwise), acceleration, forgiveness of indebtedness, vesting,
distribution, increase in benefits or obligation to fund benefits with
respect to any USBA Employee, except that (A) accelerated vesting may
be required under USBA's 401(k) plan if such plan is terminated in
connection with the Merger and (B) the VAR Options will vest upon
consummation of the Merger.

(vi) No USBA Compensation and Benefit Plan is underfunded or
potentially subject to any material underwriting adjustment known to us
for unpaid or underfunded claims, premiums, obligations or liabilities.

(i) Brokers and Finders. Neither USBA nor any of its officers, directors
or employees has employed any broker or finder or incurred any liability
for any brokerage fees, commissions or finders' fees in connection with the
transactions contemplated herein.

(j) Licenses. USBA and the USBA Subsidiaries each possess, from the
appropriate governmental body or authority, all licenses, permits,
authorizations, approvals and rights (the "USBA LICENSES") as are necessary
to engage in the businesses of USBA and the USBA Subsidiaries as now
conducted and as proposed to be conducted. SCHEDULE 5.1(j) attached hereto
lists all of the USBA Licenses currently held by USBA and the USBA
Subsidiaries, including their respective expiration dates and any
conditions to their validity. All USBA Licenses have been lawfully and
validly issued and are in full force and effect. No violation of any USBA
License has been recorded and there is no pending or threatened proceeding
which may revoke or limit any or all of the USBA Licenses. Each and every
USBA License shall continue in full force and effect through the Closing
Date.

(k) Patents, Trademarks, Service Marks, Logos and Trade Names. All of the
patents, trademarks, service marks, logos and trade names which are
currently being used by USBA or the USBA Subsidiaries in the operation of
the businesses of USBA and the USBA Subsidiaries as now conducted and as
proposed to be conducted are valid, in good standing and free and clear of
all liens and encumbrances of any nature whatsoever, and have not been
challenged in any way or involved in any interference, claim or other
Proceeding. Operation of the businesses of USBA and the USBA Subsidiaries
in the ordinary course as now conducted does not involve infringement or
claimed infringement of any issued or applied for United States patent or
trademark.

(l) Title to Property and Assets. USBA and the USBA Subsidiaries own its
and their property and assets, respectively, free and clear of all
mortgages, liens, loans and encumbrances, except such encumbrances and
liens which arise in the ordinary course of business and do not materially
impair USBA's or the USBA Subsidiaries' respective ownership or use of such
property or assets. With respect to the

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property and assets leased by USBA or the USBA Subsidiaries, USBA and the
USBA Subsidiaries are in compliance with such leases and hold a valid
leasehold interest free of any material liens, claims or encumbrances.

(m) Tax Returns and Payments. USBA and the USBA Subsidiaries have timely
filed all Tax (defined below) returns and reports as required by law and
paid all Taxes shown as due thereon. These returns and reports are true,
correct and complete in all material respects. USBA and the USBA
Subsidiaries have paid all Taxes and other assessments reflected on such
returns as being due prior to the time penalties would accrue thereon. The
provision for Taxes of USBA and the USBA Subsidiaries as set forth in the
most recent balance sheet included in the USBA Financial Statements is
adequate for all Taxes due or accrued as of the date thereof, whether or
not shown as being due on any returns or reports. No claim for unpaid Taxes
has become a lien or encumbrance of any kind against the property or assets
of USBA or any USBA Subsidiary, or is being asserted against USBA or any
USBA Subsidiary; no audit of any Tax return of USBA or any USBA Subsidiary
is being conducted by a Tax authority; and no extension of the statute of
limitations for the assessment of any Taxes has been granted by USBA or any
USBA Subsidiary and is currently in effect. Neither USBA nor any USBA
Subsidiary has made, is obligated to make, or is a party to any agreement
that reasonably could be expected to obligate it to make, any payments that
are "parachute payments" within the meaning of Section 280G of the Code
(determined without regard to whether any portion of such payment is
reasonable compensation for personal services actually rendered). For
purposes of this Agreement, the term "TAX" shall include all federal,
state, local, foreign or other governmental income, franchise, gross-
receipts, property, sales, use, transfer, excise, employment and other
taxes of any nature whatsoever including, without limitation, all interest,
penalties, assigns, assessments and deficiencies relating thereto.

(n) Insurance. SCHEDULE 5.1(n) attached hereto sets forth a summary of
all policies of insurance which are presently maintained by USBA or any
USBA Subsidiary. Each such policy shall remain binding and in full force
and effect through the Closing Date and otherwise in accordance with their
respective provisions.

(o) Labor Agreements and Actions. Neither USBA nor any USBA Subsidiary is
bound by or subject to (and none of its or their assets or properties is
bound by or subject to) any written or oral, express or implied, contract,
commitment or arrangement with any labor union, and no labor union has (to
the knowledge of USBA) requested or sought to represent any of the
employees of USBA or any USBA Subsidiary. There is no strike or other labor
dispute involving USBA pending, or (to the knowledge of USBA) threatened,
nor is USBA aware of any labor organization activity involving its
employees or the employees of any USBA Subsidiary. USBA is not aware that
any officer, key employee or group of key employees of USBA or any USBA
Subsidiary intends to terminate their employment, nor does USBA or any USBA
Subsidiary have a present intention to terminate the employment of any of
the foregoing.

(p) Environmental. USBA, the USBA Subsidiaries and its and their
properties and assets have not been associated with any spill, disposal,
storage, discharge or release of any Hazardous Materials (as defined below)
into or upon or over any real property or into or upon any ground or
surface water. Without limitation, such properties and assets do not
include (i) any asbestos-containing materials, (ii) any electrical
transformer, fluorescent light fixture with ballasts or other equipment
containing polychlorinated biphenyls or (iii) any underground storage tanks
of any type whatsoever. As used herein, the term "HAZARDOUS MATERIALS"
means any hazardous or toxic substance, material or waste which is
regulated by any local, state or federal governmental authority with
jurisdiction.

(q) Minute Books. USBA has made available to JMCG all minutes of meetings
of directors, committees and shareholders of USBA and each USBA Subsidiary
since the time of incorporation thereof, which minutes reflect all
transactions referred to in such minutes accurately in all material
respects.

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(r) Information.

(i) Business of USBA and its Subsidiaries. USBA has provided JMCG and its
representatives with true, correct and complete copies of all agreements,
understandings and arrangements which are material to an understanding of the
business of USBA and the USBA Subsidiaries. None of these agreements,
understandings or arrangements, as compared with the form in which it has been
most recently provided to JMCG and its representatives, has been modified or
amended, individually or in the aggregate, in any manner which could
reasonably be expected to result in a USBA Material Adverse Effect.

(ii) Agreement and Exhibits. Neither this Agreement nor any exhibit hereto,
nor any other written statements or certificates made or delivered in
connection herewith, contains any untrue statement of a material fact made by
USBA or omits to state a material fact required to be stated herein or therein
by USBA or necessary to make the statements made by USBA herein or therein, in
light of the circumstances in which they were made, not misleading.

5.2 Representations and Warranties of JMCG. JMCG represents and warrants to
USBA that:

(a) Corporate Organization and Qualification. Each of JMCG and its
subsidiaries (the "JMCG SUBSIDIARIES") is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of
its incorporation and is in good standing as a foreign corporation in each
jurisdiction where the properties owned, leased or operated or the business
conducted by it require such qualification, except for such failure to so
qualify or be in such good standing which, when taken together with all
other such failures, would not have a material adverse effect on the
financial condition, properties, business, prospects or results of
operations of JMCG taken as a whole (a "JMCG MATERIAL ADVERSE EFFECT").
Each of JMCG and the JMCG Subsidiaries has the requisite corporate power
and authority to carry on its business as it is now being conducted. JMCG
has made available to USBA a complete and correct copy of the JMCG
Certificate and JMCG By-Laws, each as amended to date. The JMCG Certificate
and JMCG By-Laws so delivered are in full force and effect.

(b) Corporate Authority.

(i) JMCG. Subject only to approval of this Agreement by the
stockholders of JMCG in accordance with the Inclusion Requirements of
Nasdaq and applicable state law, JMCG has the requisite corporate power
and authority and has taken all corporate action necessary in order to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. This Agreement is a valid and binding agreement of
JMCG enforceable against JMCG in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally. The
Board of Directors of JMCG has unanimously approved the Merger and this
Agreement and the transactions contemplated herein.

(ii) Merger Sub. JMCG shall cause Merger Sub to take all corporate
action necessary in order to consummate the transactions contemplated
hereby.

(i) Other than the filing provided for in Section 1.3, the filing and
prosecution to effectiveness of the Registration Statement and various
blue sky filings which may be necessary or advisable in connection
therewith, no notices, reports or other filings are required to be made
by JMCG or any JMCG Subsidiary with, nor are any consents,
registrations, approvals, permits or authorizations required to be
obtained by JMCG from, any Governmental Entity in connection with the
execution and delivery of this Agreement by JMCG and the consummation
by JMCG of the transactions contemplated hereby, the failure to make or
obtain any or all of which is (A) reasonably likely to have a JMCG
Material Adverse Effect or (B) could prevent, materially delay or
materially burden the transactions contemplated by this Agreement.

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(ii) Neither JMCG nor any JMCG Subsidiary is in violation of or
default under (A) any provision of its charter or bylaws, (B) any
provision of any instrument, agreement or contract to which it is a
party or by which it is bound or (C) any provision of any federal or
state judgment, order, writ, decree, statute, rule or regulation
applicable to JMCG or any JMCG Subsidiary. The execution and delivery
of this Agreement by JMCG do not, and the consummation by JMCG of the
transactions contemplated by this Agreement will not, constitute or
result in (1) a breach or violation of, or a default under, the charter
or bylaws of JMCG or any JMCG Subsidiary, (2) a breach or violation of,
or a default under or the acceleration of or the creation of a lien,
pledge, security interest or other encumbrance on any of the assets of
JMCG or any JMCG Subsidiary (with or without the giving of notice or
the lapse of time) pursuant to, any provision of any agreement, lease,
contract, note, mortgage, indenture, arrangement or other obligation to
which JMCG or any JMCG Subsidiary is a party or by or to which JMCG,
any JMCG Subsidiary or any of its or their properties or assets is
bound (a "JMCG CONTRACT"), (3) a breach or violation of any law, rule,
ordinance, regulation, judgment, decree, order, award or governmental
or non-governmental permit or license to which JMCG or any JMCG
Subsidiary is subject, or (4) any change in the rights or obligations
of any party under any of the JMCG Contracts; except, in the case of
clauses (2), (3) and (4) above, for such breaches, violations,
defaults, accelerations or changes that, alone or in the aggregate,
would not have a JMCG Material Adverse Effect or that could not result
in the creation of any material lien, charge or encumbrance upon any
assets of JMCG or any JMCG Subsidiary or that could not prevent,
materially delay or materially burden the transactions contemplated by
this Agreement.

(d) Capital Structure.

(i) JMCG. The authorized capital stock of JMCG consists of twenty
million (20,000,000) shares of JMCG Common Stock and five million
(5,000,000) shares of JMCG preferred stock, par value $0.01 per share.
As of the Agreement Date, (i) 6,218,898 shares of JMCG Common Stock and
no shares of JMCG preferred stock are issued and outstanding, (ii) no
shares of JMCG Common Stock are held by JMCG in its treasury, (iii)
442,167 shares of JMCG Common Stock are reserved for issuance pursuant
to outstanding stock options to purchase shares of JMCG Common Stock
("STOCK OPTIONS"), (iv) 469,333 shares of JMCG Common Stock are
available for the grant of Stock Options pursuant to JMCG's 1993
Executive Stock Option Plan, (v) 669,500 shares of JMCG Common Stock
are available for the grant of Stock Options pursuant to JMCG's 1993
Employee Stock Option Plan, (vi) 6,218,898 shares of JMCG Common Stock
are reserved for issuance in connection with the rights (the "JMCG
RIGHTS") to purchase JMCG Common Stock issued pursuant to the Rights
Agreement dated as of February 21, 1990 (as amended from time to time,
the "JMCG RIGHTS AGREEMENT") between JMCG and First Interstate Bank of
California, as Rights Agent (the "JMCG RIGHTS AGENT"), and (vii) one
million (1,000,000) shares of JMCG Common Stock are reserved for
issuance upon the exercise of the "USBA WARRANT" (as such term is
defined in the Marketing Agreement). All outstanding shares of JMCG
Common Stock are, and all Exchange Shares to be issued as part of the
Merger will be, when issued, (A) duly authorized, validly issued, fully
paid and nonassessable and not subject to preemptive rights and (B)
approved for quotation on Nasdaq. As of the Agreement Date, except for
the transactions contemplated by this Agreement and as set forth above
in this Section 5.2(d), there are no options, warrants, calls, rights,
commitments or agreements of any character to which JMCG is a party or
by which it is bound obligating JMCG to issue, deliver or sell, or
cause to be issued, delivered or sold, additional shares of capital
stock of JMCG or benefits, payments or awards which are stock-related,
or obligating JMCG to grant, extend or enter into any such option,
warrant, call, right, commitment or agreement.

(ii) JMCG Subsidiaries. Each JMCG Subsidiary is wholly-owned by JMCG.
There are no options, warrants, calls, rights, commitments or
agreements of any character to which JMCG or any JMCG Subsidiary is a
party or by which JMCG or any JMCG Subsidiary is bound obligating JMCG
or any JMCG Subsidiary to issue, deliver or sell, or cause to be
issued, delivered or sold, shares of capital stock of any JMCG
Subsidiary or benefits, payments or awards which are stock-related, or

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obligating JMCG or any JMCG Subsidiary to grant, extend or enter into
any such option, warrant, call, right, commitment or agreement.

(e) JMCG Reports.

(i) JMCG has filed with the SEC and delivered to USBA its Forms 10-K
for the years ended December 31, 1993, 1994 and 1995 and other reports,
schedules, forms, statements and documents (collectively, the "JMCG
REPORTS") filed or required to be filed with the SEC since December 31,
1995. As of their respective dates, the JMCG Reports complied in all
material respects with the requirements of the Securities Act or the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as
the case may be, and the rules and regulations of the SEC promulgated
thereunder applicable to the JMCG Reports, and the JMCG Reports did not
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which
they were made, not misleading. The financial statements of JMCG
included in the JMCG Reports comply as to form in all material respects
with applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto, have been prepared in
accordance with generally accepted accounting principles (except, in
the case of unaudited statements, as permitted by Form 10-Q of the SEC)
applied on a consistent basis during the periods involved (except as
may be indicated in the notes thereto) and fairly present the
consolidated financial position of JMCG and the JMCG Subsidiaries as of
the dates thereof and their consolidated statements of operations,
stockholders' equity and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments). Except as set forth in the JMCG Reports, JMCG and the
JMCG Subsidiaries have no liabilities or obligations of any nature
(whether accrued, absolute, contingent or otherwise) required by
generally accepted accounting principles to be set forth on a
consolidated balance sheet of JMCG or in the notes thereto, other than
liabilities and obligations incurred in the ordinary course of business
consistent with prior practice and experience since December 31, 1995.

(ii) None of the information supplied or to be supplied by JMCG for
inclusion in the Registration Statement, including the Proxy
Statement/Prospectus included therein, will, in the case of the Proxy
Statement/Prospectus, at the time of mailing of the Proxy
Statement/Prospectus to the securityholders of JMCG and/or USBA and at
the time of the JMCG Stockholder Meeting and/or the USBA Shareholder
Meeting contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to
make the statements made, in light of the circumstances under which
they are made, not misleading or, in the case of the Registration
Statement, at the time the Registration Statement becomes effective
under the Securities Act, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.

(iii) The Proxy Statement/Prospectus will comply as to form in all
material respects with the provisions of the Exchange Act and the rules
and regulations thereunder, except that no representation is made by
JMCG with respect to information supplied by USBA for inclusion in the
Proxy Statement/Prospectus.

(f) Absence of Certain Changes or Events. Except as disclosed in the JMCG
Reports or on SCHEDULE 5.2(f) hereto, or except as expressly contemplated
by this Agreement, since December 31, 1995, JMCG and the JMCG Subsidiaries
have conducted business only in, and have not engaged in any material
transaction other than according to, the ordinary and usual course of their
business and there has not been (i) any change in the assets, liabilities,
financial condition, operating results or prospects of JMCG, on a
consolidated basis, from that reflected in the JMCG Reports for the period
ending December 31, 1995, except changes in the ordinary course of
business, including losses from operations, which have not been, in the
aggregate, materially adverse; (ii) any damage, destruction or loss,
whether or not covered by insurance, having a JMCG Material Adverse Effect;
(iii) any waiver by JMCG or any JMCG Subsidiary of

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a valuable right or of a material debt owed to it; (iv) any satisfaction or
discharge of any lien, claim or encumbrance or payment of any obligation by
JMCG or any JMCG Subsidiary, except in the ordinary course of business and
which is not material to the assets, properties, financial condition,
operating results or business of JMCG on a consolidated basis (as such
business is presently conducted); (v) any change or amendment to a material
JMCG Contract by which JMCG, any JMCG Subsidiary or any of its or their
assets or properties is bound or subject; (vi) any change in any
compensation arrangement or agreement with any management-level employee,
director or consultant; (vii) any declaration, setting aside or payment of
any dividend or other distribution (whether in cash, stock or property)
with respect to any of JMCG's capital stock; or (viii) any split,
combination or reclassification of any of JMCG's capital stock or any
issuance or the authorization of any issuance of any other securities in
respect of, in lieu of or in substitution for shares of its capital stock.
Except as disclosed on SCHEDULE 5.2(f) hereto or as expressly contemplated
by this Agreement, since December 31, 1995 there has not been (x) any
granting by JMCG or any JMCG Subsidiary to any executive officer of JMCG or
a JMCG Subsidiary of any increase in compensation, (y) any granting by JMCG
or any JMCG Subsidiary to any such executive officer of any increase in
severance or termination pay, or (z) any entry by JMCG or any JMCG
Subsidiary into any employment, severance or termination agreement with any
such executive officer.

(g) Brokers and Finders. Neither JMCG nor any of its officers, directors
or employees has employed any broker or finder or incurred any liability
for any brokerage fees, commissions or finders' fees in connection with the
transactions contemplated herein, except that JMCG has employed J.C.
Bradford & Co. as its financial advisor and has retained BHJ, Inc. as a
consultant to assist in the negotiation and consummation of the
transactions contemplated by this Agreement.

(h) Information. Neither this Agreement nor any exhibit hereto, nor any
other written statements or certificates made or delivered in connection
herewith, contains any untrue statement of a material fact made by JMCG or
omits to state a material fact required to be stated herein or therein by
JMCG or necessary to make the statements made by JMCG herein or therein, in
light of the circumstances in which they were made, not misleading.

ARTICLE VI

COVENANTS

6.1 Interim Operations. Each of USBA and JMCG covenants and agrees that,
prior to the Effective Time (unless JMCG or USBA, respectively, shall
otherwise agree in writing and except as otherwise contemplated by this
Agreement):

(a) Its business (including the business of its subsidiaries) shall be
conducted only in the ordinary and usual course and, to the extent
consistent therewith, it shall use its best efforts to preserve its
business organization intact and maintain its existing relations with
customers, suppliers, employees and business associates.

(b) It shall not (i) create any subsidiaries; (ii) amend its charter or
by-laws (except, in the instance of JMCG, as may be required or advisable
to effect the Merger and the transactions contemplated hereby and
including, without limitation, actions relating to the JMCG Certification
of Designation, the Reverse Split Certificate Amendment and the Name Change
Certificate Amendment); (iii) split, combine or reclassify its capital
stock (except, in the instance of JMCG, with respect to the Reverse Split);
or (iv) declare, set aside or pay any dividend payable in cash, stock or
property with respect to its capital stock (except, in the instance of
USBA, for regular dividends on the USBA Preferred Shares declared and paid
in accordance with the USBA Articles).

(c) It shall not (i) issue, sell, pledge, dispose of or encumber any
shares of, or securities convertible or exchangeable for, or options,
warrants, calls, commitments or rights of any kind to acquire any shares
of, its capital stock of any class or any other property or assets other
than shares issuable upon the exercise of

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outstanding options, warrants or rights as expressly identified above (in
Section 5.1(d) or Section 5.2(d) for USBA and JMCG, respectively); (ii)
transfer, lease, license, guarantee, sell, mortgage, pledge, dispose of or
encumber any material assets; (iii) incur or modify any indebtedness or
other liability other than in the ordinary and usual course of business;
(iv) acquire, directly or indirectly by redemption or otherwise, any shares
of its capital stock; or (v) authorize capital expenditures in excess of
$50,000 or make any acquisition of, or investment in, assets or stock of
any other person or entity.

(d) It shall not grant any severance or termination pay to, or enter into
any employment or severance agreement with, any director, officer or other
management-level employee (including directors, officers and employees of
any subsidiary); and it shall not establish, adopt, enter into, make any
new grants or awards under or amend any collective bargaining, bonus,
profit sharing, thrift, compensation, stock option, restricted stock,
pension, retirement, employee stock ownership, deferred compensation,
employment, termination, severance or other plan, agreement, trust, fund,
policy or arrangement for the benefit of any director, officer or employee
(including any director, officer or employee of any subsidiary), except
that the VARs may be converted into options to acquire 86,950 USBA Common
Shares at a nominal exercise price per USBA Common Share.

(e) It shall not settle or compromise any material claims or litigation
or modify, amend or terminate any of its material Contracts or waive,
release or assign any material rights or claims.

(f) It shall not make any Tax election or permit any insurance policy
naming it as a beneficiary or a loss payable payee to be canceled or
terminated, except in the ordinary and usual course of its business.

(g) It shall not authorize or enter into an agreement to do any of the
foregoing.

6.2 Acquisition Proposals. Each of USBA and JMCG covenants and agrees that:

(a) It shall not (and it shall use its best efforts to cause its
officers, directors, employees, representatives and agents, including, but
not limited to, investment bankers, attorneys and accountants, not to),
directly or indirectly, encourage, solicit, participate in or initiate
discussions or negotiations with, or provide any information to, any
corporation, partnership, person or other entity or group (other than the
parties hereto and their representatives) concerning any merger, tender
offer or exchange offer involving it or the sale of all or a significant
portion of its assets, or the sale of its shares of capital stock or debt
securities, or any similar transaction involving it (any of the foregoing
being referred to herein as an "ACQUISITION PROPOSAL").

(b) It will immediately cease any existing activities, discussions or
negotiations with any parties conducted heretofore with respect to any
Acquisition Proposal. Notwithstanding the foregoing, it may (i) upon
request furnish information concerning its business, properties or assets
to any corporation, partnership, person or other entity or group pursuant
to appropriate confidentiality agreements (which request is unsolicited
after the Agreement Date), and (ii) negotiate and participate in
discussions and negotiations with any such entity or group concerning an
Acquisition Proposal if (x) such entity or group has submitted a bona fide
written proposal to its Board of Directors relating to any such transaction
which the Board determines represents a Superior Proposal (as defined
below) and (y) in the opinion of its Board of Directors, only after receipt
of advice from competent outside legal counsel, the failure to engage in
such discussions or negotiations would cause the Board of Directors to
violate their fiduciary duties to its securityholders under applicable law.

(c) It will promptly communicate to the other party hereto the terms of
any proposal, discussion, negotiation or inquiry (and will disclose the
substance of any written materials received by it in connection with such
proposal, discussion, negotiation or inquiry) and the identity of the party
making such proposal or inquiry which it may receive in respect of any such
transaction.

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(d) Subject to the following sentence, its Board of Directors shall not
(i) withdraw or modify, or propose to withdraw or modify, in a manner
adverse to the other party, the approval or recommendation by such Board of
Directors of the Merger, (ii) solicit, approve or recommend, or propose to
solicit, approve or recommend, any Acquisition Proposal or (iii) approve or
authorize it to enter into any agreement with respect to any Acquisition
Proposal. Notwithstanding the foregoing, in the event its Board of
Directors receives an Acquisition Proposal that, based on the advice of
competent outside counsel, the Board of Directors is required to consider
in the exercise of its fiduciary obligations and that it determines to be a
Superior Proposal, its Board of Directors may (subject to the following
sentence) withdraw or adversely modify its approval or recommendation of
the Merger and approve or recommend any such Superior Proposal, approve or
authorize it to enter into an agreement with respect to such Superior
Proposal, approve the solicitation of additional Acquisition Proposals or
terminate this Agreement, in each case at any time after the fourth
business day following notice to the other party hereto (a "NOTICE OF
SUPERIOR PROPOSAL") advising such other party that its Board of Directors
has received a Superior Proposal and specifying the material terms and the
structure of such Superior Proposal. It may take any of such actions
pursuant to the preceding sentence only if an Acquisition Proposal that was
a Superior Proposal at the time of delivery of a Notice of Superior
Proposal continues to be a Superior Proposal in light of any improved
transaction proposed by the other party hereto prior to the expiration of
the four business-day period specified in the preceding sentence.

(e) For purposes of this Agreement, a "SUPERIOR PROPOSAL" means any bona
fide Acquisition Proposal to merge with a party hereto or to acquire,
directly or indirectly, a material equity interest in or a significant
amount of voting securities or assets of a party hereto for consideration
consisting of cash and/or securities, and otherwise on terms which the
party's Board of Directors determines in their good faith reasonable
judgment (based on the advice of a competent financial advisor of
recognized reputation) will provide greater aggregate value to its
securityholders as compared with the Merger (or otherwise proposed by the
other party as contemplated above). Nothing contained herein shall prohibit
JMCG from taking and disclosing to its stockholders a position contemplated
by Rule 14d-9(e) under the Exchange Act prior to the fourth business day
following any party's receipt of a Notice of Superior Proposal.

6.3 Meetings of Securityholders.

(a) Meetings. Each party will take, consistent with applicable law and its
charter and by-laws, all action necessary to convene a meeting of its
securityholders as promptly as practicable to consider and vote upon the
approval of this Agreement, the Merger and the related actions expressly
contemplated hereby (e.g., in the instance of JMCG, the election of JMCG
Directors and the modification of the JMCG Certificate by the Reverse Split
Certificate Amendment, the Name Change Certificate Amendment and the JMCG
Certificate of Designation). Except as permitted pursuant to Section 6.2 and
subject to its fiduciary duties, as advised by competent outside counsel, the
Board of Directors of each party shall recommend such approval and each party
shall take all lawful action to solicit such approval.

(b) Proxy Statement/Prospectus. JMCG will promptly prepare and file with the
SEC, will use its reasonable best efforts to have cleared by the SEC (i.e., by
having the Registration Statement declared effective by the SEC) and will
thereafter mail to its stockholders as promptly as practicable, the Proxy
Statement/Prospectus. USBA shall take all commercially reasonable actions to
(i) provide appropriate information regarding USBA and the transactions
contemplated hereby for inclusion in the Proxy Statement/Prospectus and (ii)
assist JMCG in providing the Proxy Statement/Prospectus to the shareholders of
USBA.

6.4 Filings; Other Action. Subject to the terms and conditions herein
provided, USBA and JMCG shall:

(a) promptly make any required or advisable filings with Governmental
Entities; and

(b) use their best efforts to promptly take, or cause to be taken, all
other action and do, or cause to be done, all other things necessary,
proper or appropriate under applicable laws and regulations to consummate
and make effective the transactions contemplated by this Agreement
(including, without limitation, the Merger) as soon as practicable.

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6.5 Access. Upon reasonable notice, each party hereto shall afford the
officers, employees, counsel, accountants and other authorized representatives
(collectively, "REPRESENTATIVES") of the other party hereto access, during
normal business hours throughout the period prior to the Effective Time, to
its properties, books, Contracts (USBA Contracts or JMCG Contracts, as the
case may be) and records and, during such period, it shall furnish promptly to
the other party hereto all information concerning its business, properties and
personnel as the other party or its Representatives may reasonably request.
Without limiting the foregoing, each party shall prepare and provide the other
party with monthly (unaudited) financial statements promptly following the end
of each calendar month from and after the Agreement Date.

6.6 Notification of Certain Matters. Each party hereto shall give prompt
notice to the other party hereto of any notice of, or other communication
relating to, any default or event that, with notice or lapse of time or both,
would become a default, received by it subsequent to the Agreement Date and
prior to the Effective Time, under any USBA Contract or JMCG Contract, as the
case may be. Each party hereto shall give prompt notice to the other party
hereto of any change or the occurrence of any event which, so far as
reasonably can be foreseen at the time of its occurrence, is reasonably likely
to result in a USBA Material Adverse Effect or JMCG Material Adverse Effect,
as the case may be, and of any notice or other communication from any third
party alleging that the consent of such third party is or may be required in
connection with the transactions contemplated by this Agreement.

6.7 Publicity. Each party hereto shall consult with the other party hereto
prior to issuing any press releases or otherwise making public statements with
respect to the transactions contemplated hereby.

6.8 Other Actions.

(a) Rights. JMCG shall authorize and execute an amendment of the JMCG Rights
Agreement with the JMCG Rights Agent, if necessary, so that neither the Merger
nor the other transactions contemplated hereby shall cause the certificates
for the JMCG Rights to be distributed or cause there to be any adjustment to
the exercise price for such JMCG Rights.

(b) Takeover Statute. If any "fair price," "moratorium," "control share
acquisition" or other form of antitakeover statute or regulation shall become
applicable to the transactions contemplated hereby, USBA and the members of
its Board of Directors, or JMCG and the members of its Board of Directors, as
the case may be, shall grant such approvals and take such actions as are
necessary so that the Merger and the transactions contemplated hereby may be
consummated as promptly as practicable on the terms contemplated hereby and
otherwise act to eliminate or minimize the effects of such statute or
regulation on the transactions contemplated hereby, except, in each such case,
as would not be consistent with the fiduciary obligations of such Board of
Directors as advised by competent outside legal counsel.

6.9 Affiliates Agreements. Prior to Closing, USBA shall deliver to JMCG a
letter identifying all persons who are at the time this Agreement is submitted
to the stockholders of JMCG for approval "affiliates" of USBA for purposes of
Rule 145 promulgated under the Securities Act. USBA shall use its reasonable
best efforts to cause each such person to deliver to JMCG on or prior to the
Effective Time a written agreement substantially in the form of EXHIBIT F
attached hereto.

6.10 Letters of Accountants.

(a) USBA. USBA shall use its best efforts to cause to be delivered to JMCG a
letter of Gross, Collins & Cress, P.C., USBA's independent certified public
accountants, dated a date within two business days before the date on which
the Registration Statement shall become effective and addressed to JMCG, in
form and substance reasonably satisfactory to JMCG and customary in scope and
substance for letters delivered by independent public accountants in
connection with registration statements similar to the Registration Statement.

(b) JMCG. JMCG shall use its best efforts to cause to be delivered to USBA a
letter of Deloitte & Touche LLP, JMCG's independent certified public
accountants, dated a date within two business days before the date on which
the Registration Statement shall become effective and addressed to USBA, in
form and substance reasonably satisfactory to USBA and customary in scope and
substance for letters delivered by independent public accountants in
connection with registration statements similar to the Registration Statement.

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6.11 Registration Statement.

(a) SEC. JMCG shall promptly prepare and file with the SEC the Registration
Statement, and use all reasonable efforts to have the Registration Statement
declared effective under the Securities Act as promptly as practicable after
such filing.

(b) Blue Sky. JMCG shall use its reasonable effort to obtain prior to the
date the Registration Statement is declared effective all necessary state
securities law or "blue sky" permits and approvals required to consummate the
Merger and the other transactions contemplated by this Agreement. In this
regard, USBA shall provide JMCG with a list of USBA's shareholders promptly
upon the execution of this Agreement.

ARTICLE VII

CONDITIONS

7.1 Conditions to Obligation of JMCG. The obligation of JMCG to consummate
the Merger is subject to the fulfillment of each of the following conditions,
any or all of which may be waived in whole or in part by JMCG to the extent
permitted by applicable law:

(a) Stockholder Approval. This Agreement shall have been duly approved by
the stockholders of JMCG in accordance with applicable law, the Inclusion
Requirements of Nasdaq and the JMCG Certificate and JMCG By-Laws.

(b) Governmental and Regulatory Consents. Except such as would not have a
USBA Material Adverse Effect or a JMCG Material Adverse Effect, all filings
required to be made prior to the Effective Time by USBA with, and all
consents, approvals and authorizations required to be obtained prior to the
Effective Time by USBA from, any Governmental Entity in connection with the
execution and delivery of this Agreement by USBA and the consummation of
the transactions contemplated hereby by USBA and JMCG shall have been made
or obtained.

(c) Litigation. No court or other Governmental Entity of competent
jurisdiction shall have enacted, issued, promulgated, enforced or entered
any statute, rule, regulation, judgment, decree, injunction or other order
(whether temporary, preliminary or permanent) which is in effect and
prohibits consummation of the transactions contemplated by this Agreement
or imposes material restrictions on JMCG or USBA in connection with the
consummation of the Merger or with respect to their business operations,
either prior to or subsequent to the Merger (collectively, an "ORDER").

(d) Representations and Warranties; Performance of Obligations. The
representations and warranties contained in Section 5.1 shall be true in
all material respects as of the Effective Time as though made at and as of
the Effective Time, except for changes contemplated by this Agreement, and
USBA shall have performed in all material respects all obligations required
to be performed by it under this Agreement at or prior to the Closing Date.

(e) Legal Opinion. JMCG shall have received the legal opinion of
Kilpatrick & Cody, legal counsel to USBA, dated as of the Closing and
substantially in the form attached hereto as EXHIBIT G. As to any matter in
such opinion which involves matters of fact or matters relating to laws
other than federal securities law or Georgia state law, such counsel may
rely upon the certificates of officers and directors of USBA and of public
officials, and opinions of local counsel (reasonably acceptable to JMCG),
provided copies of such local counsel opinions shall be attached as an
exhibit to the opinion of such counsel.

(f) Tax Free Reorganization. JMCG shall have received a written opinion
of Pillsbury Madison & Sutro LLP (based upon appropriate representations of
USBA, JMCG and stockholders of USBA) in form and substance reasonably
satisfactory to JMCG to the effect that (i) the Merger will constitute a
reorganization within the meaning of Section 368(a) of the Code, (ii) each
of USBA and JMCG is a party to the reorganization within the meaning of
Section 368(b) of the Code and (iii) neither USBA nor JMCG will recognize
any income, gain or loss as a result of the Merger.

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<PAGE>

(g) Registration Statement. The Registration Statement shall have become
effective under the Securities Act and no stop order suspending the
effectiveness of the Registration Statement shall have been initiated or be
threatened by the SEC.

(h) Dissenting Shares. The number of Dissenting Shares, if any, shall not
exceed six and three-quarters percent (6-3/4%) of the total number of
outstanding shares of USBA as of the Agreement Date (on an as-converted to
common stock basis).

(i) Average Price/Exchange Factor. The Average Price shall be at least
three dollars ($3.00) and the Exchange Factor shall be no greater than
16.932107 (as such dollar amount and figure may be appropriately adjusted
as a result of the Reverse Split).

(j) Fairness Opinion. The written opinion rendered to the JMCG Board of
Directors on or about the date of this Agreement by J.C. Bradford & Co. to
the effect that the terms of the Merger are fair to JMCG and its
stockholders from a financial point of view shall not have been withdrawn.

(k) Employment Agreement for Mr. Wallace. Ronald D. Wallace shall have
executed and delivered an Employment Agreement.

7.2 Conditions to Obligation of USBA. The obligation of USBA to consummate
the Merger is subject to the fulfillment of each of the following conditions,
any or all of which may be waived in whole or in part by USBA to the extent
permitted by applicable law:

(a) Shareholder Approval. This Agreement shall have been duly approved by
the shareholders of USBA in accordance with applicable law and the USBA
Articles and USBA By-Laws.

(b) Governmental and Regulatory Consents. Except such as would not have a
USBA Material Adverse Effect or a JMCG Material Adverse Effect, all filings
required to be made prior to the Effective Time by JMCG with, and all
consents, approvals, permits and authorizations required to be obtained
prior to the Effective Time by JMCG from, any Governmental Entity in
connection with the execution and delivery of this Agreement by JMCG and
the consummation of the transactions contemplated hereby by JMCG and USBA
shall have been made or obtained.

(d) Representations and Warranties; Performance of Obligations. The
representations and warranties contained in Section 5.2 shall be true in
all material respects as of the Effective Time as though made at and as of
the Effective Time, except for changes contemplated by this Agreement, and
JMCG shall have performed in all material respects all obligations required
to be performed by it under this Agreement at or prior to the Closing Date.

(e) Legal Opinion. USBA shall have received the opinion of Pillsbury
Madison & Sutro LLP, legal counsel to JMCG, dated as of the Closing and
substantially in the form attached hereto as EXHIBIT H. As to any matter in
such opinion which involves matters of fact or matters relating to laws
other than federal securities law, California state law or Delaware
corporate law, such counsel may rely upon the certificates of officers and
directors of JMCG and of public officials, and opinions of local counsel
(reasonably acceptable to USBA), provided copies of such local counsel
opinions shall be attached as an exhibit to the opinion of such counsel.

(f) Tax Free Reorganization. USBA shall have received a written opinion
of Kilpatrick & Cody (based upon appropriate representations of USBA, JMCG
and shareholders of USBA) in form and substance reasonably satisfactory to
USBA to the effect that (i) the Merger will constitute a reorganization
within the meaning of Section 368(a) of the Code, (ii) each of USBA and
JMCG is a party to the reorganization within the meaning of Section 368(b)
of the Code and (iii) neither USBA nor JMCG will recognize any income, gain
or loss as a result of the Merger.

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<PAGE>

(h) Employment Agreement for Mr. Mitchell. James K. Mitchell shall have
executed and delivered an Employment Agreement.

(i) JMCG Certificate of Designation. The JMCG Certificate of Designation
shall have been accepted for filing by the Delaware Secretary of State.

ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

8.1 Termination. This Agreement may be terminated at any time prior to the
Effective Time, whether before or after the approval by securityholders of
JMCG or USBA:

(a) By the mutual consent of the Boards of Directors of JMCG and USBA.

(b) By either JMCG or USBA (i) if any court or other Governmental Entity
of competent jurisdiction in the United States shall have issued, enacted,
promulgated, enforced or entered an Order or taken any other action
permanently restraining, enjoining or otherwise prohibiting the Merger and
such Order or other action shall have become final and nonappealable or
(ii) if the Merger shall not have been consummated by September 30, 1996.

(c) By USBA (i) if there should be any material breach of JMCG's
representations, warranties or covenants hereunder, which breach shall not
be cured within ten days of written notice to JMCG thereof, (ii) to allow
USBA to enter into an agreement which the Board of Directors of USBA
determines to be a Superior Proposal, (iii) if the Board of Directors of
JMCG shall have (A) withdrawn or modified, or proposed to withdraw or
modify, in a manner adverse to USBA, its approval or recommendation of this
Agreement or the Merger, (B) solicited, approved or recommended, or
proposed to solicit, approve or recommend, any Acquisition Proposal or (C)
approved or authorized JMCG's entering into any agreement with respect to
any Acquisition Proposal, or (iv) JMCG fails to comply in any material
respect with the covenants contained in Section 6.2.

(d) By JMCG (i) if there should be any material breach of USBA's
representations, warranties or covenants hereunder, which breach shall not
be cured within ten days of written notice to USBA thereof, (ii) to allow
JMCG to enter into an agreement which the Board of Directors of JMCG
determines to be a Superior Proposal, (iii) if the Board of Directors of
USBA shall have (A) withdrawn or modified, or proposed to withdraw or
modify, in a manner adverse to JMCG, its approval or recommendation of this
Agreement or the Merger, (B) solicited, approved or recommended, or
proposed to solicit, approve or recommend, any Acquisition Proposal or (C)
approved or authorized USBA's entering into any agreement with respect to
any Acquisition Proposal, or (iv) USBA fails to comply in any material
respect with the covenants contained in Section 6.2.

(e) Any termination of this Agreement by USBA pursuant to Subsections
(c)(i), (c)(iii) or (c)(iv) of this Section 8.1 or by JMCG pursuant to
Subsections (b)(ii) or (d)(ii) of this Section 8.1 shall cause the USBA
Warrant (as defined in the Marketing Agreement) to become immediately
exercisable at an adjusted exercise price as provided in Section 1 of the
USBA Warrant.

(f) Any termination of this Agreement by JMCG pursuant to Subsections
(d)(i), (d)(iii) or (d)(iv) of this Section 8.1 or by USBA pursuant to
Subsections (b)(ii) or (c)(ii) of this Section 8.1 shall cause JMCG to be
entitled to receive from USBA, at JMCG's election, the "TERMINATION SHARES"
or the "TERMINATION PAYMENT" (as such terms are defined in and under the
payment terms otherwise provided by the Marketing Agreement).

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<PAGE>

8.2 Effect of Termination. In the event of termination of this Agreement as
provided above, this Agreement shall forthwith become void and there shall be
no liability on the part of any of JMCG or USBA (except for (i) any breach of
this Agreement and (ii) if applicable, the obligations of JMCG or USBA as
provided by Subsections 8.1(e) or 8.1(f), as the case may be) or their
respective directors and officers.

8.3 Amendment. This Agreement may be amended by the parties hereto by action
taken on behalf of their respective Boards of Directors at any time before or
after approval hereof by the securityholders of USBA and JMCG, but, after any
such approval, no amendment shall be made which materially changes the terms
of this Agreement without the further approval of such securityholders. This
Agreement may not be amended except by an instrument in writing signed by or
on behalf of each of the parties hereto.

8.4 Waiver. At any time prior to the Effective Time, the parties hereto, by
action taken by their respective Boards of Directors, may (a) extend the time
for performance of any of the obligations or other acts of the other party
hereto, (b) waive any inaccuracies of the other party hereto in the
representations and warranties contained herein or in any other document
delivered pursuant hereto and (c) waive compliance by the other party hereto
with any of the agreements or conditions contained herein. Any agreement on
the part of a party hereto to any such extension or waiver shall be valid only
if set forth in an instrument in writing signed on behalf of such party.

ARTICLE IX

MISCELLANEOUS AND GENERAL

9.1 Payment of Expenses. Whether or not the Merger shall be consummated,
each party hereto shall pay its own expenses incident to preparing for,
entering into and carrying out this Agreement and the consummation of the
Merger.

9.2 Survival. The agreements of USBA and JMCG contained in Article IV (but
only to the extent that such Article expressly relates to actions to be taken
after the Effective Time) shall survive the consummation of the Merger. The
agreements of USBA and JMCG contained in Sections 6.7 and 8.2 and this Article
IX shall survive the termination of this Agreement. All other representations,
warranties, agreements and covenants in this Agreement shall not survive the
consummation of the Merger or the termination of this Agreement.

9.3 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which, taken together,
shall constitute one and the same agreement.

9.4 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.

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<PAGE>

9.5 Notices. Any notice, request, instruction or other document to be given
hereunder by any party to the other shall be in writing and delivered
personally or sent by registered or certified mail, postage prepaid:

if to JMCG, addressed to:

JMC Group, Inc.
9710 Scranton Road, Suite 100
San Diego, California 92121
Attention: James K. Mitchell, Chief Executive Officer
FAX: 619-450-9102
TEL: 619-450-0055

with a copy to:

David R. Snyder, Esq.
Pillsbury Madison & Sutro LLP
101 West Broadway, Suite 1800
San Diego, California 92101
FAX: 619-236-1995
TEL: 619-544-3369

and if to USBA, addressed to:

USBA Holdings, Ltd.
2 Concourse Parkway, Suite 650
Atlanta, Georgia 30328
Attention: Ronald D. Wallace, President and Chief Executive Officer
FAX: 770-804-5679
TEL: 770-804-5676

with a copy to:

David A. Stockton, Esq.
Kilpatrick & Cody
1100 Peachtree Street
Atlanta, Georgia 30309-4530
FAX: 404-815-6555
TEL: 404-815-6444

or to such other persons or addresses as may be designated in writing by the
party to receive such notice.

9.6 Entire Agreement, etc. This Agreement (including any exhibits or
schedules specifically referenced herein and attached hereto) constitutes the
entire agreement, and supersedes all other prior agreements, understandings,
representations and warranties both written and oral, between the parties with
respect to the subject matter hereof; provided, however, that (i) USBA shall
remain subject to the terms of that certain Confidentiality Agreement dated
November, 1995 which has been executed by and between JMCG and USBA, (ii) with
respect to its due diligence investigation of USBA, JMCG shall be deemed to be
bound by the confidentiality provisions of such Confidentiality Agreement as
though USBA was substituted for the "Company" and the confidential information
of USBA was substituted for the "Evaluation Material," (iii) the Marketing
Agreement shall remain in full force and effect and (iv) that certain
Consulting Agreement dated as of January 29, 1996 by and between JMCG and USBA
shall remain in full force and effect. This Agreement shall not be assignable
by operation of law or otherwise and is not intended to create any obligations
to, or rights in respect of, any persons other than the parties hereto.

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<PAGE>

9.7 Captions. The Article, Section and paragraph captions herein are for
convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions hereof.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized officers of the parties hereto as of the Agreement Date.

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<PAGE>

APPENDIX B

CERTIFICATE OF DESIGNATION FOR JMCG PREFERRED STOCK

CERTIFICATE OF DESIGNATION

OF SERIES A PREFERRED STOCK

JMC GROUP, INC.

We, James K. Mitchell, the Chief Executive Officer, and D. Mark Carlson, the
Chief Financial Officer, of JMC Group, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware, DO HEREBY
CERTIFY:

That pursuant to the authority conferred upon the Board of Directors by the
Certificate of Incorporation of the Corporation, the said Board of Directors
on May 20, 1996, adopted the following resolution creating a series of
3,758.131 shares of Preferred Stock designated as "Series A Preferred Stock:"

RESOLVED, that pursuant to the authority vested in the Board of Directors of
the Corporation in accordance with the provisions of its Certificate of
Incorporation, a series of Preferred Stock of the Corporation be and it hereby
is created, and that the designation and amount thereof and the powers,
preferences and relative, participating, optional and other special rights of
the shares of such series, and the qualifications, limitations or restrictions
thereof are as follows:

1. Designation and Amount. The shares of such series shall be designated as
"Series A Preferred Stock," par value $0.01 per share, and the number of
shares constituting such series shall be 3,758.131. Such number of shares may
be increased or decreased by resolution of the Board of Directors; provided,
that no decrease shall reduce the number of shares of Series A Preferred Stock
to a number less than that of the shares then outstanding plus the number of
shares issuable upon exercise of outstanding rights, options or warrants or
upon conversion of outstanding securities issued by the Corporation.

2. Voting Rights. Except as otherwise required by law, (A) the holder of
each share of Series A Preferred Stock shall have the right to one vote for
each share of the Corporation's Common Stock, par value $0.01 per share
("Common Stock"), into which such Series A Preferred Stock could then be
converted, (B) the holders of shares of Series A Preferred Stock and the
holders of shares of Common Stock shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation and (C) holders
of Series A Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.

3. Dividends. As and when declared by the Board of Directors, holders of the
outstanding shares of Series A Preferred Stock shall be entitled to receive an
annual cash dividend payment of $100.00 per share. Such dividends shall be
payable out of any source lawfully available for the payment of dividends and
paid (except as may be provided for the first dividend date after issuance of
the Series A Preferred Stock) in four equal quarterly installments on the
first business day of the months of January, April, July and October in each
year. Dividends shall accrue and shall be cumulative from the date of original
issue of each share of the Series A Preferred Stock, whether or not declared
and whether or not funds are then legally available for the payment thereof;
provided, however, that for purposes of this Section 3 the date of original
issue of shares of Series A Preferred Stock issued in connection with the
merger of USBA Holdings, Ltd. with a wholly-owned subsidiary of the
Corporation pursuant to the terms of that certain Agreement and Plan of Merger
dated as of May [YY], 1996 shall be [YYYY YY], 1996./1/
- --------
(1) The date to be inserted shall be the first day after the last date through
which dividends have been paid on the Series A preferred Stock by USBA
prior to the Merger.

B-1
<PAGE>

Accrued and unpaid dividends on the Series A Preferred Stock shall be paid
pro rata in accordance with the foregoing provisions based on the amount of
accrued dividends outstanding per share (i) before any dividends shall be paid
or set apart for payment on shares of the Common Stock or on any other stock
of the Corporation ranking as to dividends or assets junior to the Series A
Preferred Stock, (ii) before any other distribution shall be made to the
holders of Common Stock or to any other stock of the Corporation ranking as to
dividends or assets junior to the Series A Preferred Stock, and (iii) before
any sum shall be paid or set apart for the purchase or redemption of any of
the Common Stock or any other stock of the Corporation ranking as to dividends
or assets junior to the Series A Preferred Stock. Arrears of dividends on the
Series A Preferred Stock shall not bear interest.

Dividends shall be payable to holders of the outstanding shares of Series A
Preferred Stock of record on the respective dates fixed for such purposes by
the Board of Directors of the Corporation in advance of payment of each
particular dividend installment.

4. Redemption. The Corporation shall have the right, at any time and from
time to time, to redeem, at a cash purchase price equal to $1,000.00 per share
plus any and all dividends accrued on such shares and unpaid on the date of
redemption, any amount of the outstanding shares of Series A Preferred Stock
as it deems necessary or desirable, in accordance with the procedure provided
herein. Notice of any proposed redemption of shares of the Series A Preferred
Stock shall be given by the Corporation by mailing, first class delivery, a
copy of such notice at least thirty (30) days prior to the date fixed for such
redemption to the holders of record of the shares of the Series A Preferred
Stock to be redeemed at their respective addresses appearing on the books of
the Corporation. Said notice shall specify the shares called for redemption,
the redemption price, and the place at which and the date upon which the
shares called for redemption shall be redeemed. If less than all of the
outstanding shares of Series A Preferred Stock are to be redeemed, redemption
shall be made pro rata among the holders of outstanding shares of the Series A
Preferred Stock. Upon redemption of the shares of Series A Preferred Stock
evidenced by any certificate, the holder of such certificate shall duly
endorse such certificate for transfer to the Corporation and shall return it
to the Corporation at its principal executive offices.

From and after the date fixed in any such notice as the date of redemption
of shares of Series A Preferred Stock, all rights of the holders thereof with
respect to such shares, except the right to receive the redemption price,
shall cease, unless default shall be made by the Corporation in providing
monies at the time and place specified for the payment of the redemption price
pursuant to said notice.

5. Conversion.

(a) Subject to and in compliance with the provisions of this Section 5, all
or any portion of the Series A Preferred Stock outstanding at any time and
from time to time, may, at the option of the holder thereof, be converted into
fully paid and non-assessable shares of Common Stock (the "Conversion Right")
at a conversion rate determined by dividing (i) the product of the number of
shares of such holder's Series A Preferred Stock multiplied by $1,000.00 by
(ii) $[XX.XX]./2/ At the election of the Corporation and subject to the
provisions of paragraph 5(c), the Corporation may, at its option, either (x)
convert all, but not less than all, of the accrued but unpaid dividends on the
Series A Preferred Stock surrendered by the holder thereof upon exercise of
the Conversion Right at the rate of $[XX.XX]/3/ of such accrued but unpaid
dividends for one (1) share of Common Stock, or (ii) pay over all of the
accrued but unpaid dividends on the Series A Preferred Stock surrendered by
the holder thereof for conversion at the time that the Corporation delivers
shares of the Common Stock issuable upon such conversion.

(b) To exercise the Conversion Right, the holder of any Series A Preferred
Stock shall surrender the certificate(s) representing the Series A Preferred
Stock being converted to the Corporation at its principal executive offices,
and shall give written notice to the Corporation at those offices that the
holder thereof elects to
- --------
(2) This amount shall be determined by dividing $72.3141 by the "Exchange
Factor" as defined in the Agreement and Plan of Merger between the
Corporation and USBA Holdings, Ltd.
(3) See prior footnote.

B-2
<PAGE>

exercise the Conversion Right and the aggregate number of shares of the Series
A Preferred Stock to be converted. The certificate evidencing the holder's
ownership of the Series A Preferred Stock shall be duly endorsed for transfer,
either to the Corporation or in blank. As promptly as practicable after the
date a holder of Series A Preferred Stock tenders his certificate(s) and
delivers written notice of his election to convert such shares (the
"Conversion Date"), the Corporation shall issue and deliver at its principal
executive offices to the holder of the Series A Preferred Stock being
converted a certificate for the number of full shares of the Common Stock
issuable upon conversion of the Series A Preferred Stock in accordance with
the Conversion Right. Such conversion shall be deemed to have been effective
at the close of business on the Conversion Date, to the extent permitted by
applicable law, and at such time the rights of the holder as a holder of
Series A Preferred Stock being converted shall cease, and the holder shall be
deemed to have become the holder of record of the shares of the Common Stock
represented thereby.

(c) No fractional shares of the Common Stock shall be issued upon exercise
of the Conversion Right. Rather, the Corporation shall pay to the holder of
the Series A Preferred Stock which was converted a cash amount equal to the
fraction of a share of Common Stock that would otherwise have been issued
multiplied by the aforesaid conversion rate of $[XX.XX]/4/

(d) Notwithstanding the Corporation's right to redeem at any time all or any
portion of the Series A Preferred Stock, once the Corporation has received
notice from any holder of Series A Preferred Stock of such holder's exercise
of the Conversion Right with respect to all or any portion of his Series A
Preferred Stock, the Corporation may not thereafter elect to redeem any of
such holder's Series A Preferred Stock for which the Conversion Right is being
exercised.

(e) If some but not all of the Series A Preferred Stock represented by the
certificate(s) surrendered by the holder thereof are converted, the
Corporation shall execute and deliver to the holder thereof, at the expense of
the Corporation, a new certificate representing the number of shares of the
Series A Preferred Stock which were not converted.

(f) The Corporation shall at all times reserve and keep available out of its
authorized but unissued Common Stock solely for the purpose of issue upon
conversion of the Series A Preferred Stock as provided pursuant to the
Conversion Right granted under Section 5 hereof such number of shares of the
Common Stock as shall then be issuable upon the conversion of all of the
outstanding Series A Preferred Stock.

(g) If there shall occur (i) any dividend payable in shares of Common Stock,
(ii) any recapitalization, reclassification, split-up or conversion of, or
other change in, the Common Stock, or (C) an exchange of the outstanding
shares of Common Stock in connection with a merger, share exchange,
consolidation or other reorganization of or involving the Corporation or a
sale by the Corporation of all or substantially all of its assets, for cash or
for a different number or class of shares of stock or for cash or for shares
of the stock or securities of the Corporation or for cash or for shares of
stock or securities of any other corporation, then the Board of Directors of
the Corporation shall, in such manner as it shall determine in its sole
discretion, appropriately adjust the number of shares which shall be subject
to the Conversion Right and/or the conversion price per share. Any such
adjustment made by the Board of Directors shall be final, conclusive and
binding upon all persons, including, without limitation, the Corporation, its
stockholders and any persons having any interest in the Conversion Right
granted pursuant to this Section 5.

6. Preference on Liquidation. In the event of a liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, after payment
or provision for payment of the debts and other liabilities of the
Corporation, the holders of the outstanding shares of Series A Preferred Stock
shall be entitled to receive, out of the assets available for distribution to
the stockholders under the provisions of any applicable law and only to the
extent that such assets are available therefor, $1,000.00 per share, plus any
and all cumulative dividends accrued on such shares and unpaid on the date of
such liquidation, dissolution or winding up ("Liquidation
- --------
(4) See prior footnote.

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<PAGE>

Payments"), before any payment shall be made or any assets distributed to the
holders of Common Stock or any other stock of the Corporation ranking as to
dividends or assets junior to the Series A Preferred Stock. The holders of
shares of Series A Preferred Stock, however, as holders of such shares, shall
not participate with the holders of shares of Common Stock in the distribution
of any assets or proceeds remaining after the payment of such Liquidation
Payments to the holders of shares of Series A Preferred Stock. In the event
that the funds available for distribution to the holders of Series A Preferred
Stock are insufficient to satisfy fully the distribution requirements with
respect to such stock as specified in this Section 6, the distribution shall
be made pro rata among the holders of shares of Series A Preferred Stock to
the extent funds are available for distribution thereto. Written notice of
such liquidation, dissolution or winding up, stating a payment date, the
amount of Liquidation Payments and the place where such sums shall be payable,
shall be given by mailing such notice, first class delivery, not less than
thirty (30) days prior to the payment date stated therein, to the holders of
record of Series A Preferred Stock at such holders' respective addresses as
shown on the records of the Corporation.

IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do
affirm the foregoing as true under the penalties of perjury as of the day
of , 1996.

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<PAGE>

APPENDIX C

OPINION OF J.C. BRADFORD & CO., LLC
(DELIVERED TO JMCG BOARD OF DIRECTORS ON MAY 20, 1996)

Board of Directors
JMC Group, Inc.
9710 Scanton Road, Suite 100
San Diego, California 92121

Ladies and Gentlemen:

You have requested our opinion as to the fairness, from a financial point of
view, of the consideration to be paid by JMC Group, Inc. (the "Company") in
the proposed merger (the "Merger") of a wholly-owned subsidiary of the Company
with and into USBA Holdings, Ltd. ("USBA") pursuant to which each issued and
outstanding (i) share of USBA Common Stock, par value $1.00 per share, will be
converted into 14.522078 (the "Exchange Factor"), shares of the Company's
Common Stock, par value $0.01 per share, subject to certain adjustments, (ii)
value appreciation right will be converted into an option to acquire a number
of shares of the Company's Common Stock equal to the number of shares of USBA
Common Stock subject to such value appreciation right multiplied by the
Exchange Factor, and (iii) share of USBA Preferred Stock, par value $1,000.00
per share, will be converted into one share of the Company's Series A
Preferred Stock, par value $0.01 per share, upon terms and subject to the
conditions set forth in that certain Agreement and Plan of Merger by and
between USBA and the Company (the "Agreement"). The terms and conditions of
the Merger and the Agreement will be set forth more fully in the Proxy
Statement/Prospectus to be issued by the Company.

We, as part of our investment banking business, engage in the valuation of
businesses and securities in connection with mergers and acquisitions,
negotiated underwritings of listed and unlisted securities, private placements
and valuations for estate, corporate and other purposes. In the ordinary
course of our business as a broker-dealer, we may from time to time purchase
securities from, and sell securities to, the Company, and as a market maker in
securities, we may from time to time have a long or short position in, and buy
or sell, securities of the Company for our own account and for the accounts of
our customers. To the extent we have any such position as of the date hereof,
such position has been disclosed to the Company. We have acted as the
Company's financial advisor in connection with the Merger and will receive a
fee from the Company for our services.

In rendering our opinion, we reviewed (i) a draft of the Agreement dated May
11, 1996, (ii) that certain Marketing Agreement, dated as of January 29, 1996,
by and between the Company and USBA, (iii) certain financial information
concerning each of the Company and USBA, and (iv) certain internal financial
and other information with respect to the business, operations and prospects
of each of the Company and USBA, as furnished to us by management of the
Company and USBA, respectively. We held discussions with members of the senior
management of each of the Company and USBA regarding the business, operations
and prospects of their respective companies and of the combined entity
resulting from the Merger. In addition, we have (i) reviewed the reported
price and trading activity for the Company's Common Stock, (ii) compared
certain financial information for the Company and USBA similar information and
several valuation measures for certain other companies whose securities are
publicly traded, (iii) reviewed the financial terms of certain business
combinations that we deemed comparable in whole or in part, (iv) evaluated the
potential pro forma financial impact of the Merger on the Company, and (v)
performed such other studies and analyses and considered other factors as we
deemed appropriate to arrive at our opinion.

In rendering this opinion, we have relied upon the accuracy and completeness
of all of the financial and other information reviewed by us for purposes of
our opinion and have neither assumed any responsibility for nor undertaken an
independent verification of such information. Without limiting the generality
of the foregoing, we have relied upon the accuracy and completeness of the
information provided to Bradford in connection with the preparation of the
consolidating financial statements of the Company and USBA. We have assumed,
in

C-1
<PAGE>

rendering this opinion, that the Merger will qualify as a tax free
reorganization within the meaning of Section 368(a) of the Internal Revenue
Code. With respect to the financial projections supplied to us by the
management of the Company and USBA, respectively, we have assumed that such
forecasts were reasonably prepared on a basis reflecting the best currently
available estimates and judgments of the Company and USBA, respectively, and
that management is unaware of any facts that would make such financial
projections incomplete or misleading. We have assumed that the final Agreement
will be the same as the draft dated May 11, 1996. We have not made or been
provided with an independent evaluation or appraisal of the assets or
liabilities (absolute, contingent or otherwise) of the Company or USBA nor
have we made any physical inspection of the properties or assets of the
Company or USBA. We were not asked to consider and our opinion does not
address the relative merits of the proposed Merger as compared to any
alternative business strategies that might exist for the Company or the effect
of any other transactions in which the Company might engage. Our opinion is
necessarily based upon the information made available to us and the economic,
market and other conditions existing, as of the date hereof. We are not
expressing any opinion as to what the value of the Company's Common Stock or
Series A Preferred Stock actually will be when issued to the USBA stockholders
pursuant to the Merger or the price at which the Company's Common Stock will
trade subsequent to the Merger.

This opinion letter is for the information of the Board of Directors of the
Company and is not to be reproduced, summarized, described or referred to or
given to or relied upon by any other person, in whole or in part, without our
prior written consent.

Based upon and subject to the foregoing and such other matters as we
consider relevant, it is our opinion that, as of the date hereof, the
consideration to be paid by the Company in the Merger is fair to the Company
from a financial point of view.

Very truly yours,

J.C. BRADFORD & CO., LLC

C-2
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Code ("SECTION 145") is the
governing statute concerning indemnification of officers and directors and, in
effect, provides that a director or officer may be indemnified against
expenses (including attorneys' fees), fines, judgments and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
suits and proceedings brought or threatened to be brought against him or her
by reason of his or her position, if he or she acted in good faith and in a
manner he or she reasonably believed to be in the best interests of the
Registrant and, in the case of criminal proceedings, had no reason to believe
that his or her conduct was unlawful. With respect to a suit by or on behalf
of the Registrant, a director or officer may be indemnified against expenses
actually and reasonably incurred by him or her if he or she acted in good
faith in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Registrant. No indemnification shall be made of amounts
paid in connection with the defense or settlement of a threatened or pending
suit as to matters which such director or officer shall have been adjudged
liable to the Registrant, unless the court, upon application, determines that
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses. To the extent that a director or officer has been successful on the
merits or otherwise in the suit or any claim therein, he or she shall be
indemnified against expenses actually and reasonably incurred by him or her.
The indemnification provided by Section 145 is not exclusive of any other
rights to which such director or officer seeking indemnification may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, with respect to action in his or her official capacity
and with respect to action in another capacity while holding such office.

The Registrant's Certificate of Incorporation and the Registrant's Bylaws
provide for the maximum indemnification permissible under Delaware law.
Moreover, the Registrant has entered into indemnification agreements with its
directors and officers providing for mandatory indemnification.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)See Exhibit Index.

(b)SCHEDULE II--USBA HOLDINGS, LTD. VALUATION AND QUALIFYING ACCOUNTS

ITEM 22. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i)To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.

(ii)To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

II-1
<PAGE>

(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned Registrant hereby undertakes as follows:

(1) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this Registration
Statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.

(2) That every prospectus (i) that is filed pursuant to paragraph (1)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act of 1933 and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part
of an amendment to the Registration Statement and will not be used until
such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 20 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Proxy
Statement/Prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within
one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of
the Registration Statement through the date of responding to the request.

The undersigned Registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the Registration Statement when it became effective.

II-2
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of San
Diego, State of California, on July 12, 1996.

JMC GROUP, INC.

By: /s/______James K. Mitchel______
James K. Mitchell
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/______James K. Mitchel_______ Chairman and Chief Executive July 12, 1996
JAMES K. MITCHELL Officer

/s/_______D. Mark Carlson_______ Chief Financial Officer July 12, 1996
D. MARK CARLSON and Principal Accounting
Officer

/s/____*Edward J. Baran_________ Director July 12, 1996
EDWARD J. BARAN

/s/______*Barton Bee____________ Director July 12, 1996
BARTON BEEK

/s/____*Charles H. Black________ Director July 12, 1996
CHARLES H. BLACK

/s/___*Robert A. Cervoni________ Director July 12, 1996
ROBERT A. CERVONI

/s/___*Brian J. Finneran________ Director July 12, 1996
BRIAN J. FINNERAN

/s/__*Herbert G. Kawahara_______ Director July 12, 1996
HERBERT G. KAWAHARA

/s/____*Robert G. Sharp_________ Director July 12, 1996
ROBERT G. SHARP

/s/___*Donald E. Weeden_________ Director July 12, 1996
DONALD E. WEEDEN

*By:__James K. Mitchell_________
JAMES K. MITCHELL Attorney-in-
Fact
</TABLE>

II-3
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION
- -------- -----------
<S> <C>
2.1 -- Agreement and Plan of Merger between the Registrant and USBA Holdings, Ltd. dated
May 20, 1996 (at Appendix A to the Prospectus).
3.1 -- Certificate of Incorporation of the Registrant.**
3.2 -- Certificate of Amendment of Certificate of Incorporation of the Registrant.**
3.3 -- By-laws of the Registrant.**
3.4 -- Certificate of Designation of Series A Preferred Stock of the Registrant (at
Appendix B to the Prospectus).
3.5 -- Proposed Amendment to the Certificate of Incorporation of the Registrant to effect
a one-for-three reverse stock split.+
3.6 -- Proposed Amendment to the Certificate of Incorporation of the Registrant to effect
a corporate name change (to "USBA Holdings, Ltd.").+
4.1 -- Shareholder Rights Agreement, dated as of February 21, 1990, between Spear
Financial Services, Inc. and First Interstate Bank, Ltd., as Rights Agent, as
amended effective, July 16, 1992 (the "Rights Plan").**
4.2 -- Amendment to the Rights Plan dated May 20, 1996.
5.1 -- Opinion of Pillsbury Madison & Sutro LLP.
10.1 -- JMC Group, Inc. 1993 Executive Stock Option Plan.***
10.2 -- JMC Group, Inc. 1993 Employee Stock Option Plan.****
10.3 -- Agreement, dated December 9, 1994, by and between James Mitchell & Co. and Barnett
Banks, Inc.*****
10.4 -- Amendment No. 3 to Services Agreement dated January 1, 1995, by and between James
Mitchell & Co. and Central Fidelity National Bank.*****
10.5 -- Interim Services Agreement dated October 19, 1995 between James Mitchell & Co.,
Barnett Banks, Inc. and Barnett Banks Trust Company, N.A.*
10.6 -- Termination and Assignment Agreement dated October 19, 1995 between James Mitchell
& Co., Barnett Banks, Inc. and Barnett Banks Trust Company, N.A.*
10.7 -- Assignment and Notice of Assignment of Renewal (Asset) Fees between James Mitchell
& Co., JMC Insurance Services Corporation and JMC Financial Corporation and
Barnett Annuities Corporation and the Acknowledgment and Acceptance of Assignment
fromKeyport Life Insurance Company.*
10.8 -- Assignment and Notice of Assignment of Renewal (Asset) Fees between James Mitchell
& Co., JMC Insurance Services Corporation and JMC Financial Corporation and
Barnett Annuities Corporation and the Acknowledgment and Acceptance of Assignment
from Life Insurance Company of Virginia.*
10.9 -- Assignment of Renewal (Asset) Fees and Notice of Assignment of Renewal (Asset)
Fees between James Mitchell & Co., JMC Financial Corporation and JMC Insurance
Services Corporationand Barnett Annuities Corporation and the Acknowledgment and
Consent to Assignment from Transamerica Life and Annuity Co.*
10.10 -- Assignment and Notice of Assignment between James Mitchell & Co., JMC Financial
Corporation and JMC Insurance Services Corporation and Barnett Annuities
Corporation and the Acceptance and Release between Western and Southern Life
Assurance Company and James Mitchell & Co., JMC Insurance Services Corporation and
JMC Financial Corporation.*
10.11 -- Consulting Agreement between USBA Holdings, Ltd. and James Mitchell & Co. dated
January 26, 1996.*
10.12 -- Marketing Agreement between JMC Group, Inc. and USBA Holdings, Ltd. dated January
29, 1996 with exhibits.*
10.13 -- Integrated Support Services Agreement dated January 31, 1996 between JMC Group,
Inc., James Mitchell & Co., JMC Insurance Services Corporation, JMC Financial
Corporation, First Tennessee Bank National Association and First Tennessee
Brokerage, Inc.*
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION
- -------- -----------
<S> <C>
10.14 -- Termination and Transition Agreement dated January 31, 1996 between JMC Group,
Inc., James Mitchell & Co., Priority Investment Services, Inc., and First
Tennessee Bank National Association.*
10.15 -- Employment Agreement between the Registrant and James K. Mitchell dated May 20,
1996.+
10.16 -- Employment Agreement between the Registrant and Ronald D. Wallace dated May 20,
1996.+
22.1 -- Subsidiaries of the Registrant.*
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Gross, Collins & Cress, P.C.
23.3 -- Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
23.4 -- Consent of J.C. Bradford & Co.+
23.5 -- Consent of Ronald D. Wallace.
23.6 -- Consent of James P. Cotton, Jr.
23.7 -- Consent of Gerald F. Schmidt.
23.8 -- Consent of Steven E. Raville.+
23.9 -- Consent of Anthony M. Frank.
24 -- Power of Attorney (See Part II of original Registration Statement).
99 -- Form of proxy for holders of the Registrant's Common Stock.
</TABLE>
- --------
<TABLE>
<C> <S>
* Filed as an exhibit to the Registrant's Form 10-K for the Fiscal Year ended
December 31, 1995.
** Filed as an exhibit to the Registrant's Form 10-K for the Fiscal Year ended
December 31, 1993.
*** Filed as an exhibit to the Registrant's Form S-8 Registration Statement No.
33-74842 filed with the SEC on February 7, 1994.
**** Filed as an exhibit to the Registrant's Form S-8 Registration Statement
No. 33-74840 filed with the SEC on February 7, 1994.
***** Filed as an exhibit to the Registrant's Form 10-K for the Fiscal Year
ended December 31, 1994.
+ To be filed by amendment.

+ Previously filed with Registration Statement.
</TABLE>

II-5
<PAGE>

SCHEDULE II

USBA HOLDINGS, LTD.
VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- --------- ----------------- ---------- --------
ADDITIONS
-----------------
(1)
BALANCE CHARGED (2) BALANCE
AT TO CHARGES AT
BEGINNING COSTS & TO OTHER END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
- ----------- --------- -------- -------- ---------- --------
<S> <C> <C> <C> <C> <C>
Allowance deducted from asset
to which it applies:
Allowance for doubtful
accounts:
Year ended December 31, 1995 $273,428 $221,229 -- $212,527A $282,130
Year ended December 31, 1994 36,418 333,786 -- 96,776A 273,428
Year ended December 31, 1993 8,000 36,418 -- 8,000A 36,418
- ------------------------------------------------------------------------------
Allowance for inventory
reserve:
Year ended December 31, 1995 0 39,634 -- -- 39,634
Year ended December 31, 1994 0 -- -- -- 0
Year ended December 31, 1993 0 -- -- -- 0
- ------------------------------------------------------------------------------
Deferred tax asset valuation
account:
Year ended December 31, 1995 0 -- -- -- 0
Year ended December 31, 1994 279,955 -- -- 279,955B 0
Year ended December 31, 1993 790,461 -- -- 510,506B 279,955
</TABLE>

A--Uncollected receivables written off, net of recoveries.
B--Reduction in deferred tax asset valuation is due to the increased
probability that the Company will benefit from the deferred tax asset.

<PAGE>

EXHIBIT 4.2

AMENDMENT TO RIGHTS AGREEMENT
-----------------------------

THIS AMENDMENT (this "Amendment"), dated as of May 20, 1996, to the
Rights Agreement, dated as of February 21, 1990 (the "Rights Agreement"),
between JMC Group, Inc., a Delaware corporation (the "Company"), and Wells
Fargo & Company, as Rights Agent (the "Rights Agent"), is made with reference to
the following facts:

A. The Rights Agreement was originally entered into between Spear
Financial Services, Inc. and First Interstate Bank, Ltd. The Company was
formerly known as "Spear Financial Services, Inc." and the Rights Agent is the
successor in interest to First Interstate Bank, Ltd.

B. Pursuant to Section 27 of the Rights Agreement, the Company and the
Rights Agent may, from time to time, supplement or amend the Rights Agreement in
accordance with the provisions of such Section.

C. The Board of Directors of the Company has determined that it is in the
best interests of the Company to enter into that certain Agreement and Plan of
Merger dated as of May 20, 1996 (the "Merger Agreement"), by and between USBA
Holdings, Ltd., a Georgia corporation ("USBA"), and the Company, whereby a
wholly-owned subsidiary of the Company will be merged with and into USBA (the
"Merger").

D. Pursuant to the terms of the Merger Agreement and the determination of
the Board of Directors of the Company that it is in the best interests of the
Company, the Company has agreed to amend the terms of the Rights Agreement so
that the Merger will not cause the certificates for the rights to purchase the
Company's Common Stock issued pursuant to the Rights Agreement (the "Company
Rights") to be distributed or cause there to be any adjustment to the exercise
price for such Company Rights (except for adjustments otherwise occurring under
the terms of the Rights Agreement as a result of the reverse stock split
contemplated by the Merger Agreement (the "Reverse Split")).

E. The Company and the Rights Agent desire to amend the Rights Agreement
to ensure that the Merger will be without substantive effect with respect to the
Rights Agreement (including, without limitation, that no "Stock Acquisition
Date" or "Separation Date" (as such terms are defined in the Rights Agreement)
will occur as a result of the Merger, but excluding adjustments provided for by
the Rights Agreement with respect to the Reverse Split).

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
set forth herein, the parties hereto agree as follows:
<PAGE>

1. The first sentence of Section 3(a) of the Rights Agreement is hereby
amended by adding the following to the end of such sentence:

; provided, however, that in no event shall a Separation Date be
-------- -------
deemed to occur as a result of that certain Agreement and Plan of
Merger (the "Merger Agreement") dated as of May 20, 1996 between
the Company and USBA Holdings, Ltd. ("USBA"), or any of the
transactions contemplated by the Merger Agreement (including,
without limitation, the "Merger" (as defined in the Merger
Agreement)).

2. No "Stock Acquisition Date" shall be deemed to occur under the Rights
Agreement as a result of the Merger Agreement or the consummation of any of the
transactions contemplated by the Merger Agreement (including, without
limitation, the Merger).

3. The following shall be added as a new Section 34 of the Merger
Agreement:

"34. USBA Holdings, Ltd. Transaction. Notwithstanding any provision
-------------------------------
of this Agreement to the contrary, no Stock Acquisition Date or Separation
Date shall be deemed to have occurred, neither USBA nor any Affiliate or
Associate of USBA shall be deemed to have become an Acquiring Person and
no holder of Rights shall be entitled to exercise such Rights under
or be entitled to any rights pursuant to Sections 7(a), 11(a)(ii) or 13(a)
of this Agreement by reason of (x) the approval, execution, delivery,
performance or effectiveness of the Merger Agreement or (y) the
consummation of the transactions contemplated by the Merger Agreement in
accordance with the terms thereof (including, without limitation, the
consummation of the Merger); provided, however, that the adjustments
-------- -------
otherwise provided for by this Agreement (including, without limitation,
pursuant to Section 11(a)(i) hereof) with respect to the Reverse Split (as
defined in the Merger Agreement) shall not be affected by the provisions of
this Section 34."

4. All amendments made to the Rights Agreement in this Amendment shall be
deemed to apply retroactively as well as prospectively.

5. This Amendment may be executed in counterparts, each of which shall be
an original, but such counterparts shall together constitute one and the same
instrument.

-2-
<PAGE>

6. Except as set forth above, each and every provision of the Rights
Agreement, as amended to date, shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.

Attest: JMC GROUP, INC.

By: By:
--------------------- ------------------------

Title: Title:
------------------ ----------------------

Attest: WELLS FARGO & COMPANY

By: By:
--------------------- ------------------------

Title: Title:
------------------ ---------------------

-3-

<PAGE>

EXHIBIT 5.1

July 12, 1996

Board of Directors
JMC Group, Inc.
9710 Scranton Road, Suite 100
San Diego, CA 92121

Re: Registration Statement on Form S-4

Gentlemen:

JMC Group, Inc., a Delaware corporation (the "Company"), has filed a
Registration Statement on Form S-4 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to the issuance of the following securities (collectively, the
"Securities"):

(a) a maximum of 26,972,091 shares of the Company's common stock, par
value $.01 per share (the "Common Stock");

(b) 3,758.131 shares of the Company's Series A Preferred Stock, par value
$.01 per share (the "Preferred Stock"), convertible into a maximum of
2,639,857 shares of Common Stock; and

The Common Stock, the Preferred Stock and the Warrant are issuable upon the
effectiveness of the merger (the "Merger") of a wholly-owned subsidiary of the
Company with and into USBA Holdings, Ltd., a Georgia corporation ("USBA"),
pursuant to the terms of that certain Agreement and Plan of Merger dated May 20,
1996 by and between the Company and USBA (the "Merger Agreement").

We have been informed by the Company that a reverse stock split, as
contemplated by the Merger Agreement and the
<PAGE>

Registration Statement, will be effected prior to the effectiveness of the
Merger (as opposed to following such effectiveness) in the event that the
Average Price (as defined in the Merger Agreement and the Registration
Statement) is less than $3.00 and the Company elects to proceed with the Merger.
We also have been informed by the Company that a Certificate of Designation
creating the Preferred Stock will be filed with the Delaware Secretary of State
prior to the effectiveness of the Merger. For purposes of this opinion, we have
relied upon the foregoing information from the Company.

Based upon the foregoing, it is our opinion that the Securities which are
the subject of the Registration Statement, when issued and sold in accordance
with the terms of the Merger Agreement, will be legally issued, fully paid and
nonassessable.

We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.

Very truly yours,

/s/ PILLSBURY MADISON & SUTRO LLP

[E-12430]

<PAGE>

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-5167 of JMC Group, Inc. on Form S-4 of our report
dated February 20, 1996 appearing in the Annual Report on Form 10-K of JMC
Group, Inc. for the year ended December 31, 1995 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.

/s/ DELOITTE & TOUCHE LLP
San Diego, California
July 12, 1996

<PAGE>

EXHIBIT 23.2

CONSENT OF GROSS, COLLINS + CRESS, P.C.,
INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated April 29, 1996, in Amendment No. 1 to the
Registration Statement on Form S-4 (No. 333-5167) and related Proxy
Statement/Prospectus of JMC Group, Inc.

GROSS, COLLINS + CRESS, P.C.

July 12, 1996
Atlanta, Georgia

<PAGE>

EXHIBIT 23.5

July 12, 1996

Board of Directors
JMC Group, Inc.
9710 Scranton Road, Suite 100
San Diego, California 92121

Re: Election of New Directors

Dear Sirs:

The undersigned hereby consents to serve as a director of JMC Group, Inc.
(the "Company") and consents to the use of the undersigned's name and
biographical information in the Registration Statement on Form S-4 (File No.
333-05167), including the Proxy Statement/Prospectus contained therein, filed
with the Securities and Exchange Commission.

/s/ RONALD D. WALLACE
---------------------
Ronald D. Wallace

<PAGE>

EXHIBIT 23.6

July 12, 1996

Board of Directors
JMC Group, Inc.
9710 Scranton Road, Suite 100
San Diego, California 92121

Re: Election of New Directors

Dear Sirs:

The undersigned hereby consents to serve as a director of JMC Group,
Inc. (the "Company") and consents to the use of the undersigned's name and
biographical information in the Registration Statement on Form S-4 (File No.
333-05167), including the Proxy Statement/Prospectus contained therein, filed
with the Securities and Exchange Commission.

/s/ JAMES P. COTTON, JR.
------------------------
James P. Cotton, Jr.

<PAGE>

EXHIBIT 23.7

July 12, 1996

Board of Directors
JMC Group, Inc.
9710 Scranton Road, Suite 100
San Diego, California 92121

Re: Election of New Directors

Dear Sirs:

The undersigned hereby consents to serve as a director of JMC Group,
Inc. (the "Company") and consents to the use of the undersigned's name and
biographical information in the Registration Statement on Form S-4 (File No.
333-05167), including the Proxy Statement/Prospectus contained therein, filed
with the Securities and Exchange Commission.

/s/ GERALD F. SCHMIDT
---------------------
Gerald F. Schmidt

<PAGE>

EXHIBIT 23.9

I hereby consent to the reference to me in the Registration Statement on
Form S-4 of JMC Group, Inc. (Registration No. 333-05167) as an individual
expected to serve as a Director of the Registrant subsequent to the date of the
Merger described in such Registration Statement.

/s/ ANTHONY M. FRANK
Anthony M. Frank

San Francisco, California
July 12, 1996

<PAGE>

EXHIBIT 99
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FOLD AND DETACH HERE
PROXY

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

JMC GROUP, INC.

Form of Proxy For Annual Meeting of Stockholders, August 12, 1996

The undersigned hereby appoints James K. Mitchell, Brian J. Finneran and D.
Mark Carlson, and each of them, as his agents and proxies with full power of
substitution to vote any and all shares of Common Stock of JMC GROUP, INC.
which the undersigned is entitled to vote at the Annual Meeting of Stockhold-
ers of said Company to be held August 12, 1996, or any adjournment or post-
ponement thereof, as specified below (with reference to the Notice of Annual
Meeting of Stockholders and the accompanying Proxy Statement/Prospectus for
further information regarding each item).

(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)

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FOLD AND DETACH HERE
Please mark
your votes as
indicated in
this example
X

FOR

WITHHELD
FOR ALL

1. Election of the following nominees as directors:
Barton Beek, Robert A. Cervoni and Herbert J. Kawahara.

FOR
AGAINST
ABSTAIN

2. Approval and adoption of the Merger Agreement and the Merger.

3. Approval of the Name Change.

FOR
AGAINST
ABSTAIN

4. Approval of the Reverse Split.

5. As they shall in their sole judgment determine on any other matter that may
properly come before the Annual Meeting or any adjournment or postponement
thereof.

WITHHELD FOR: (Write that nominee's name in the space provided below).
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This proxy will be voted as you specify. UNLESS OTHERWISE MARKED, THIS PROXY
WILL BE VOTED FOR (i) THE ELECTION OF ALL OF THE PERSONS NAMED IN PROPOSAL 1,
ALL OF WHOM WILL BE NOMINATED BY THE BOARD OF DIRECTORS OF JMC GROUP, INC. FOR
ELECTION AS DIRECTORS, (ii) APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND
THE MERGER, (iii) APPROVAL OF THE NAME CHANGE AND (iv) APPROVAL OF THE REVERSE
SPLIT.

Signature(s) __________________________ Date _______________________________

NOTE: Sign exactly as name appears hereon. Give your full title if signing in
other than an individual capacity. All joint owners should sign.