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                                  EXHIBIT 10G

                                  SBM COMPANY

                                   FORM 10-K

                               DECEMBER 31, 1994

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                              EMPLOYMENT AGREEMENT

         AGREEMENT, Dated as of November 30, 1994, between SBM Company and State
Bond and Mortgage Life Insurance Company  (together,  the "Company"),  and Keith
Martens.

    1.   This  Employment  Agreement is binding upon execution and acceptance by
         Chief Executive Officer and upon the completion of any required filings
         with and  approvals  by the  Minnesota  Department  of Commerce  or, if
         earlier, the lapsing or revocation of such requirements.

    2.   Initial term of Agreement  through December 31, 1996.  Agreement renews
         automatically for one year terms thereafter unless terminated by either
         party on 60 days notice at end of any term.

    3.   Special change of control executive bonus emphasizing:

         a.   success in management of SBM mutual funds
         b.   cooperation and contribution to SBM investment asset management 
              activities
         c.   assistance and cooperation in proposed capital transaction and/or
              sale of SBM assets or ownership and with respect to all management
              activities requested by Chief Executive Officer

         The amount of such bonus  shall be  determined  by the Chief  Executive
         Officer and shall be in an amount not less than 5% nor greater than 20%
         of 1995 base compensation.

     4.   Termination  fee upon  termination of employment by SBM other than for
          substantial cause as follows:

         a.   one week of base salary per year of service, but not to exceed six
              months,  if after (or in  anticipation  of) a change of control of
              SBM to any person not now a 20% voting shareholder;  provided that
              if  employee  obtains  a  new  position  within  three  months  of
              termination  then  employee  will retain  three  months' base (the
              "minimum  payment") and if new  employment is obtained after three
              months a pro rata  portion of the amount in excess of the  minimum
              payment will be rebated or not paid, as appropriate.

         b.   one week of base  salary per year of  service,  but not to exceed
              three months if termination is under any other circumstances.


Agreed and accepted
as of November 30, 1994


______________________________________________
/s/Keith Martens


______________________________________________
SBM Company
State Bond and Mortgage Life Insurance Company
By their CEO, /s/Charles A. Geer