0001047469-04-036806 Sample Contracts

KMG AMERICA CORPORATION Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 10th, 2004 • KMG America CORP • Life insurance • Virginia

We have been verbally advised by the Staff of the Commission that the S-1 Registration Statement has become effective under the Act; and, to our knowledge, no stop order suspending the effectiveness of the S-1 Registration Statement has been issued and not withdrawn and no proceedings for that purpose have been instituted or are pending or, to our knowledge, contemplated under the Act. The 8-A Registration Statement has become effective under the Exchange Act.

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