0000950124-02-002971 Sample Contracts

5,000,000 SHARES COMMON STOCK
Naic Growth Fund Inc • September 17th, 2002 • Iowa
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RECITALS
Escrow Agreement • September 17th, 2002 • Naic Growth Fund Inc • Michigan
WITNESSETH
Custodial Agreement • September 17th, 2002 • Naic Growth Fund Inc • Michigan
5,000,000 SHARES COMMON STOCK
Naic Growth Fund Inc • September 17th, 2002 • Iowa

We (the "Underwriter") have agreed, subject to the terms and conditions of the Underwriting Agreement dated ___________, 2002 (the "Underwriting Agreement"), to offer on a "best efforts" basis up to 5,000,000 shares (the "Maximum Amount") of common stock, par value $0.001 per share (the "Common Shares"), in minimum purchases of $500 pursuant to a Prospectus and Statement of Additional Information ("SAI"), as they may be amended or supplemented from time to time. Additional copies of the Prospectus and SAI as then in effect will be supplied to you in reasonable quantities upon request.

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