SHARE SHARE PURCHASE AGREEMENT AND CHANGE OF ADVISOR PURCHASE AGREEMENT AND CHANGE OF ADVISOR

Consulting Services Agreement

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INTEGRITY MUTUAL FUNDS INC

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Title: SHARE SHARE PURCHASE AGREEMENT AND CHANGE OF ADVISOR PURCHASE AGREEMENT AND CHANGE OF ADVISOR
Date: 3/17/2009
Industry: Investment Services Sector: Financial

SHARE SHARE PURCHASE AGREEMENT AND CHANGE OF ADVISOR PURCHASE AGREEMENT AND CHANGE OF ADVISOR, Parties: integrity mutual funds inc

03/06/09

SHARE

PURCHASE AGREEMENT AND CHANGE OF ADVISOR

THIS SHARE PURCHASE

AGREEMENT AND CHANGE OF ADVISOR (the "Agreement") is made and entered into as of

the 6 day of March, 2009 by and among Corridor Investors, LLC., a North Dakota

Limited Liability Company ("Corridor") together with Viking Fund Management, LLC,

a North Dakota LLC ("Viking") together ("Buyer"), Integrity Mutual Funds, Inc. of

Nevada, Integrity Fund Services, Inc. and Integrity Funds Distributor, Inc. (together

the "Companies"), and Integrity Mutual Funds, Inc., ("Integrity Public") a publicly

traded North Dakota corporation together with Integrity Money Management, Inc. ("Advisor")

a wholly owned subsidiary of Integrity Public (together the "Seller"), of which

Integrity Public is the sole shareholder of the Companies and Advisor is the contractual

advisor to certain mutual funds.

W

I T N E S S E T H:

WHEREAS, Integrity

Public owns all of the issued and outstanding shares of the Companies and Seller

desires to sell and convey to Buyer, and Buyer desires to purchase from Seller,

all of the outstanding capital stock of the Companies;

Whereas Advisor is an SEC registered investment

advisor and acts as the investment advisor to The Integrity Funds, Integrity Managed

Portfolios, ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc. and Integrity Fund

of Funds, Inc. ("the Funds") which are investment companies registered with the

Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940

("1940 Act");

AND WHEREAS Advisor

is the contractual advisor to the Funds and Advisor desires to facilitate the appointment by the Funds of Viking as investment advisor to the Funds, subject to the approval of the Funds' shareholders and the Funds'

Boards of Directors or Trustees (as applicable) (each a "Board" and collectively

"Boards") of the advisory agreement with the new advisor, and transfer the books, records and goodwill of Advisor with respect

thereto;

AND WHEREAS Viking is willing to serve

as the new investment advisor to the Funds;

AND WHEREAS Viking is the SEC registered investment adviser to the Viking Tax Free Fund for North Dakota ("VNDFX) and the Viking Tax Free Fund for Montana ("VMTTX") (together "the Viking Funds");

AND WHEREAS

Simultaneously with Closing Date (as defined in Section 7.1) Viking will become a subsidiary of Corridor;

AND WHEREAS

following the Closing (as defined in Section 7.1) contemplated herein Viking will act as the investment advisor

to the Funds and compliance, administration, accounting, transfer agency, distribution

and other services to the Funds will be provided by Integrity Funds Services, Inc.

and Integrity Funds Distributor, Inc.; and

NOW, THEREFORE,

for and in consideration of the premises and of the mutual representations, warranties,

covenants and agreements contained herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, and upon the terms

and subject to the conditions hereinafter set forth, the parties do hereby agree

as follows:

ARTICLE

I.

PURCHASE

AND SALE

<table class=MsoTableGrid border=0 cellspacing=0 cellpadding=0 width="100%"

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<tr>

1.1

</td>

</td>

Purchase of Shares and Change of Advisor.

</td>

</tr>

<tr>

</td>

(a)

</td>

On the Closing Date (as defined in paragraph 7.1 below), Buyer agrees to purchase

from Seller, and Seller agrees to sell to Buyer: (i) all of the issued and outstanding

shares of each of the Companies described in Section 1.2 hereto (the "Company

Shares") owned by Seller, (ii) along with all of Seller's right, title and

interest in and to the specific tangible assets set forth in Schedule 1.1 (along

with any and all liabilities associated therewith) (the "Equipment") together with (iii) the sale of certain

assets of Advisor described in Section 1.3 for a total consideration described in Section 1.4 hereof (the "Purchase Price") plus an amount equal to the cash transferred with the Companies. This Agreement refers to Buyer as a combination of Corridor and Viking, with the condition that Corridor will own Viking as a subsidiary, and, as such, Corridor shall designate to which specific Buyer entity specific assets are to be transferred by Seller at Closing.

</td>

</tr>

<tr>

</td>

(b)

</td>

Cash will be transferred with the Companies sufficient to maintain the net capital

requirements or other cash maintenance requirements of the Companies transferred

and said cash amount will be added to the Purchase Price and paid to Seller in

cash at the Closing, otherwise no cash equivalents, receivables, equipment or

other assets, tangible or intangible or liabilities shall transfer with the Companies

except as specifically described in this Agreement.

</td>

</tr>

<tr>

</td>

(c)

</td>

Prior to delivery by Seller to Buyer of the Companies, Seller and the Companies

shall settle the inter-company accounts between Seller and the Companies consistent

with past practices and all cash and other assets other than the equipment to

be transferred to Buyer (Schedule 1.1), cash transferred with the Companies pursuant

to Section 1.1(b) and the Companies' contracts with the Funds, will be transferred

to Integrity Public prior to the Closing.

</td>

</tr>

<tr>

1.2

</td>

Entities to be Transferred. One hundred percent of the outstanding shares

on the date of Closing (which includes all equity shares of said Companies) of

the following described entities will be transferred from Integrity Public to

Buyer:

</td>

</tr>

<tr>

</td>

</td>

Integrity Mutual Funds, Inc. of Nevada

A Nevada Corporation

Authorized Shares—900,000,000 Common

& 100,000,000 Preferred

Par Value—$.001

Outstanding Shares—none

Business: Shell Corporation with no material

assets or liabilities

</td>

</tr>

<tr>

</td>

</td>

Integrity Fund Services, Inc.

A North Dakota Corporation

Authorized Shares—50,000,000

Par Value—$.001 per share

Outstanding Shares—100,000

Business: SEC Registered Transfer Agency

Providing Services to the Funds

</td>

</tr>

<tr>

</td>

</td>

Integrity Funds Distributor, Inc.

A Kansas Corporation

Authorized Shares—50,000

Par Value—$1 per share

Outstanding Shares—24,625

Business: FINRA Member Broker Dealer

Providing Underwriter and Distribution Services to the Funds

</td>

</tr>

<tr>

1.3

</td>

Advisory Business. Advisor will transfer to Buyer

all of Advisor's right, title and interest in and to specific

assets set forth in Schedule 1.1, will assist in good faith in facilitating the approval of the Funds' Boards and shareholders of the Funds of new advisory agreement(s) between Viking and the Funds and new sub-advisory agreement(s) between Viking and any sub-adviser of the Funds, will enter into a non-compete agreement described in Section 5.14 and will resign effective on the Closing Date or on such other date as agreed between the parties if the necessary Board and shareholder approvals are obtained.

</td>

</tr>

<tr>

</td>

The agreements, contracts, benefits and day to day responsibilities for services

by Integrity Fund Services, Inc. and Integrity Funds Distributor, Inc. to the

Funds are to remain with Integrity Fund Services, Inc. and Integrity Funds Distributor,

Inc. and therefore such contracts will transfer with Integrity Fund Services,

Inc. and Integrity Funds Distributor, Inc. to the benefit of Buyer as a part of

this Agreement. The books, records,

goodwill, interests and responsibilities of Advisor as well as the agreements,

contracts, benefits and day to day responsibilities for services by Integrity

Fund Services, Inc. and Integrity Funds Distributor, Inc. to the Funds are referred

hereto as the Advisory Business. The transfer of the Advisory Business is all

or none in that the closing of this Agreement is conditioned upon the applicable Funds' shareholders and each

of the applicable Funds' Boards granting

approval of the new advisory agreements with Viking, as described

in Section 1.11, upon the acquisition of Viking by Corridor and upon the Boards and shareholders of ND Tax-Free Inc. and Montana

Tax-Free, Inc. approving the Reorganization described in Section 1.9.

</td>

</tr>

<tr>

1.4

</td>

Purchase Price. As the purchase price for the Companies and the Advisory

Business to be transferred to Buyer, Buyer shall pay in cash: (1) 60 basis points

(BPS) of the aggregate net asset value of the outstanding shares of the Funds

on the business day immediately preceding the Closing Date ("Closing Date

Shares") (the "Initial Purchase Payment") at the time of the Closing (as defined

in Section 7.1): and (2) 10 BPS of the then aggregate net asset value of the Closing

Date Shares which then remain outstanding 12 months post Closing Date, 24 months

post Closing Date and 36 months post Closing Date (collectively, the "Purchase

Price"). By way of example, if the aggregate net asset value of the Closing Date

Shares equals $230,000,000, then cash paid on Closing would be $1,380,000 or .6

of 1% of AUM, and if the then aggregate net asset value of the Closing Date equals

$210,000,000 12 months post Closing Date, then cash paid 12 months post Closing

Date would be $210,000 or .1 of 1%. The Purchase Price as between the Companies

and the Advisory Business is allocated in accordance with Section 1060 of the

IRC by mutual agreement as stated in Schedule 1.4 hereof. The Closing and Closing

Date is further defined in Section 7.1 hereof.

</td>

</tr>

<tr>

1.5

</td>

Office Space. Integrity Public also agrees to lease the office space at

1 North Main Street, Minot, North Dakota as described in Schedule 1.5 hereof to

Buyer pursuant to the terms as set forth in Schedule 1.5.

</td>

</tr>

<tr>

1.6

</td>

Viking. Simultaneously with Closing of this Agreement, Viking will become

a subsidiary of Corridor. Viking and Corridor will with good faith timely complete

all necessary actions and transactions as between Viking and Corridor and Viking

and the various funds managed and advised by Viking Fund Management, LLC in order

to timely and effectively take the actions required by this Agreement.

</td>

</tr>

<tr>

1.7

</td>

Services to the Funds. Post closing (subject to the necessary approvals

to be obtained prior to Closing), advisory, compliance, administration, accounting,

transfer agency, distribution and other services to the Funds will be provided

by the combination of Viking, Integrity Funds Services, Inc. and Integrity Funds

Distributor, Inc.

</td>

</tr>

<tr>

1.8

</td>

Viking Funds. Viking is the SEC registered investment adviser to the VNDFX and the VMTTX, together the "Viking

Funds."

</td>

</tr>

<tr>

1.9

</td>

Reorganization Agreement. In addition to the replacement by Viking of Integrity

Money Management, Inc. as the Advisor to the Funds, the parties hereto will use their best efforts to effect

a reorganization of the ND Tax-Free Fund, Inc. and the Montana Tax-Free

Fund, Inc. ("NDTAX" and "MTTAX" respectively). To accomplish

this reorganization, NDTAX and MTTAX and the Viking

Funds will enter into agreement(s)

and plan(s) of reorganization (the

"Reorganization Agreement") whereby VNDFX and VMTTX will acquire substantially

all of the assets and liabilities of NDTAX and MTTAX respectively in exchange

for VNDFX and VMTTX shares respectively, which would in turn be distributed pro

rata to the former shareholders of NDTAX and MTTAX (the "Reorganization"). All aspects of the Reorganization are intended but not guaranteed to be tax free to each applicable Fund and its shareholders. Subject to the approval of the Viking Funds' Board of Trustees and such other approvals as may be required, Viking shall file on Form N-14 under Securities Act of 1933 (the "Form N-14") in form and substance reasonably satisfactory

to Seller, the Funds, and its respective counsel, and the definitive

Form N-14 shall have been approved as to form and content by the Funds and be

declared effective by the SEC.

</td>

</tr>

<tr>

1.10

</td>

Fund Merger and Fund Proxy. With respect to the Reorganization described

in Section 1.9 hereof, Seller will share equally the legal costs (up to a maximum

outlay of $10,000 by Seller) of the initial preparation of the first distribution

draft of the documentation required for submission to the SEC and shall share

equally In any proxy solicitation costs to Integrity Fund shareholders with respect

to the reorganization, Buyer will be responsible for all the additional legal,

proxy and other costs of document preparation and SEC filings with respect to

such Reorganization except for reviews and approvals by Sellers

legal counsel and Funds legal counsel. Corridor/Viking

shall be solely responsible for the legal and other costs of Corridor acquiring

Viking Fund Management, LLC, and the costs related to facilitation of the change

of control of Viking Fund Management with respect to Viking's current advisory

and management agreements. Other than the sharing of costs referenced in this

paragraph and those costs of the Fund proxy solicitation for approval of change

of advisor specifically identified as legal or other costs to be shared elsewhere

in this Agreement, each of Buyer and Seller will be responsible for their own

legal and other costs with respect to this Agreement and the transactions to be

completed pursuant to this Agreement.

</td>

</tr>

<tr>

1.11

</td>

Change of Investment Advisor and Proxy Costs. The Closing is conditioned

upon the shareholders and Boards of the Integrity Funds, Integrity

Managed Portfolios and Integrity Funds of Funds, Inc.

approving Viking as the new advisor to such

Funds and the shareholders and Boards of NDTAX and MTTAX approving the Reorganization described in Section 1.9. Shareholders

of the individual Funds will be solicited to approve the change of investment

advisor from Advisor to Viking for The Integrity Funds, Integrity Managed Portfolios

and Integrity Fund of Funds, Inc. by means of a proxy statement

(the "Proxy Statement"), the Reorganization of the NDTAX and MTTAX, respectively, as described

in Section 1.9 by means of the Form N-14. Buyer and Seller shall jointly initiate the generation of the

documentation for the proxy statements, Form N-14 and proxy solicitations to the shareholders of the Funds

and cooperate with the Boards of Trustees or Directors of the Funds in order to

accomplish the Funds' and SEC approval of the transactions described in this Agreement.

Buyer and Seller will share equally the legal and proxy costs of the SEC filing

together with any proxy solicitation costs necessary to obtaining the approval

of the shareholders of the Funds to the change of investment advisor from Advisor

to Viking. The Boards of the Funds shall set a record date for the Fund shareholder

vote. Shareholders of The Integrity

Funds, Integrity Managed Portfolios and Integrity Fund of Funds, Inc. must approve

the change of investment advisor from Advisor to Viking with

respect to their Funds in accordance with the respective Fund's Charter Documents

defined below and applicable law. The shareholders of NDTAX and MTTAX, respectively, must approve the Reorganization of NDTAX

and MTTAX, respectively, described in Section 1.9 including the transactions to be described in the Form N-14 for each merger in accordance with the respective Fund's Charter Documents

defined below and applicable law.

</td>

</tr>

<tr>

1.12

</td>

Instruments of Transfer. The parties agree that the sale and transfer of

assets at the Closing will be effected by such instruments of transfer as shall

be appropriate to carry out the intent of this agreement and as shall be reasonably

satisfactory to Buyer and Seller's counsel to vest to Buyer the right, title and

interest in and to the assets transferred consistent with all applicable laws

and regulations.

</td>

</tr>

<tr>

1.13

</td>

Track and Monitor the Acquired Assets Under Management. In order to comply with its obligations to pay 10 BPS on the aggregate net asset value of the Closing Date Shares which then remain outstanding in each of the three 12 month periods under Section 1.4 following Closing, Buyer shall have and maintain systems to track and monitor

the Closing Date Shares which remain outstanding and will provide an accurate

and verifiable report thereof to Seller on a quarterly basis as well as at each

of the 12 month payment periods.

</td>

</tr>

<tr>

1.14

</td>

Payment Obligations if the Advisory and Management Services Business is Assigned

or Transferred. In the event that Buyer should assign or otherwise facilitate

the transfer its advisory and management services with respect to assets represented

by the Closing Date Shares prior to the completion of its three 12 month 10 BPS

payment obligations under Section 1.4 hereof, the remaining BPS payments shall

be immediately due and payable on the date of such assignment or other transfer

utilizing the aggregate net asset value of the applicable Closing Date Shares

on the date of such assignment or other transfer.

</td>

</tr>

<tr>

1.15

</td>

Uniform Commercial Code Security Interest. Following Closing, Buyer shall

grant Seller a Uniform Commercial Code ("UCC") security interest in Buyer's net

adviser fee proceeds from the Viking advisory contracts with respect to the Closing

Date Shares in order to secure the Buyers obligations to pay 10 BPS in each of

the three 12 month periods following Closing under Section 1.4. Said security

interest shall be in the form of the UCC Security Agreement attached hereto as

Schedule 1.15. In addition, following the Closing until all payments pursuant

to Section 1.4 of this Agreement

are made, Buyer shall timely provide Seller annual audited financial statements

and semiannual financial statements containing Buyer's balance sheet and statement

of operations. Financial statements are only to be sent to the Chief Financial

Officer of Integrity Public and, further only the members of the Corporate Board

of Integrity Public are allowed to see the information. Any other persons outside

of those mentioned will be deemed in violation of confidentiality.

</td>

</tr>

<td width="6%" valign=top style='width:6.14%;padding:0pt 5.4pt 0pt 5.4pt;

height:3.9pt'>

1.16

</td>

<td width="93%" colspan=2 valign=top style='width:93.86%;padding:0pt 5.4pt 0pt 5.4pt;

height:3.9pt'>

No Transfer of Advisor. Advisor (Integrity Money Management, Inc.), a subsidiary

of Integrity Public, is not being transferred as a part of this Agreement.

</td>

</tr>

</table>

ARTICLE

II.

REPRESENTATIONS

AND WARRANTIES OF THE COMPANIES AND THE SELLER

Each of the Companies and the Seller,

jointly and severally, represent and warrant that all of the following representations

and warranties with respect to the Companies and its business and operations set

forth in this Article II are true and correct in all material respects on the date

hereof and will be true and correct in all material respects at the time of the

Closing.

<table class=MsoTableGrid border=0 cellspacing=0 cellpadding=0 width="100%"

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<tr>

2.1

</td>

Authorization. This Agreement has been duly executed

and delivered by the Companies and the Seller and constitutes the valid and binding

obligation of each such party, enforceable against each such entity in accordance

with its terms.

</td>

</tr>

<tr>

2.2

</td>

Organization, Existence and Good Standing of the Companies. The Companies

are corporations duly organized, validly existing and in good standing under the

laws of their States of Incorporation. Set forth on Schedule 2.2 is a list

of the jurisdictions in which the Companies are qualified or licensed to do business

as a foreign corporation. True, complete and correct copies of (i) the Articles

of Incorporation of the Companies and (ii) the By-laws of the Companies are attached

hereto on Schedule 2.2 (the "Charter Documents"). The minute books of

the Companies have been made available to Buyer and, except as set forth on Schedule

2.2, are correct and complete in all material respects.

</td>

</tr>

<tr>

2.3

</td>

Capital Shares of the Companies.

</td>

</tr>

<tr>

</td>

(a)

</td>

The Companies' authorized capital shares consists of the common stock and par

value per share, and issued and outstanding share listed in Section 1.2 hereof,

all of which are owned of record by Seller. All of the Companies' shares have

been validly issued and are fully paid and non-assessable and no holder thereof

is entitled to any preemptive rights (except any statutory preemptive rights,

which the Seller hereby waives). There are no outstanding conversion or exchange

rights, subscriptions, options, warrants or other arrangements or commitments

obligating the Companies to issue any shares of capital stock or other securities

or to purchase, redeem or otherwise acquire any shares of capital stock or other

securities, or to pay any dividend or make any distribution in respect thereof.

</td>

</tr>

<tr>

</td>

(b)

</td>

The Seller (i) owns of record and beneficially and has good and marketable title

to the Companies' shares, free and clear of any and all liens, mortgages, security

interests, encumbrances, pledges, charges, adverse claims, options, buy-sell agreements,

right of first refusal agreements, property settlement agreements, rights or restrictions

of any character whatsoever other than standard state and federal securities law

private offering legends and restrictions (collectively, "Liens"), and

(ii) has the right to vote the Companies' shares on any matters as to which any

shares of the Companies' common stock are entitled to be voted under the laws

of the state of incorporation of the Companies and the Companies' Charter Documents,

free of any right of any other person.

</td>

</tr>

<tr>

2.4

</td>

Subsidiaries. None of Companies own, of record or beneficially, or control

directly or indirectly (i) capital stock, securities convertible into capital

stock of another corporation or (ii) other equity or membership interest in any

corporation, association or business entity. None of the Companies, directly or

indirectly, are a participant in any joint venture or partnership.

</td>

</tr>

<tr>

2.5

</td>

Seller's Financial Statements.

</td>

</tr>

<tr>

</td>

(a)

</td>

The Seller has furnished to Buyer

the unaudited balance sheets of the Companies as of December 31, 2008 and the

related statements of operations, shareholder equity and cash flows for the three

(3) fiscal years then ended (collectively, the "Financial Statements").

The Financial Statements present fairly the financial position and results of

operations of the Companies as of the indicated dates and for the indicated periods

and have been prepared in accordance with GAAP except as disclosed on Schedule

2.5.

</td>

</tr>

<tr>

</td>

(b)

</td>

Except to the extent reflected in the December 31, 2008 balance sheet included

in the Financial Statements or as disclosed on Schedule 2.5, the Companies

have no liabilities or obligations required to be reflected in the Financial Statements

(or the notes thereto) in accordance with GAAP other than liabilities incurred

in the ordinary course of business, consistent with past practice, subsequent

to December 31, 2008.

</td>

</tr>

<tr>

2.6

</td>

Permits and Intangibles. The Companies hold all material licenses, franchises,

permits and other governmental authorizations necessary to conduct its business

as it is currently conducted (the "Material Permits").

</td>

</tr>

<tr>

2.7

</td>

Tax Matters. Integrity Public has filed all income Tax returns required to be filed by the Companies and all returns,

reports and forms of other Taxes (as defined below) required to be filed by the

Companies and has paid or provided for all Taxes shown to be due on such returns

and all such returns are correct and complete in all material respects. Except

as set forth on Schedule 2.7, (i) no action or proceeding for the assessment

or collection of any Taxes is pending against any of the Companies and no notice

of any claim for Taxes, whether pending or threatened, has been received; (ii)

no deficiency, assessment or other formal claim for any Taxes has been asserted

or made against the Companies that has not been fully paid or finally settled;

and (iii) no issue has been formally raised by any Taxing authority in connection with an audit or examination of any

return of Taxes. No federal, state or foreign income Tax returns of the Companies have been examined, and there are

no outstanding agreements or waivers extending the applicable statutory periods

of limitation for such Taxes for any period. All Taxes that the Companies have

been required to collect or withhold have been duly withheld or collected and,

to the extent required, have been paid to the proper Taxing authority. For purposes of this Agreement, "Taxes"

shall mean all taxes, charges, fees, levies or other assessments including, without

limitation, income, excise, property, withholding, sales and franchise taxes,

imposed by the United States, or any state, county, local or foreign government

or subdivision or agency thereof, and including any interest, penalties or additions

attributable thereto. Integrity Public shall be responsible for all Tax matters and reporting and payment for periods for the Companies up to and including the date of Closing and

Buyer shall be responsible for all Tax matters and reporting and payment for periods for the Companies after the date of Closing.

</td>

</tr>

<tr>

2.8

</td>

Assets and Properties.

</td>

</tr>

<tr>

</td>

(a)

</td>

Real Property. The Companies do not own or hold any interest in

real property.

</td>

</tr>

<tr>

</td>

(b)

</td>

Real Property Leases. Except as set forth on Schedule 2.8(b),

the Companies are not a party to any lease or sublease of real property. None

of such leases is subject to any lien, pledge, security interest, claim, easement,

limitation, restriction or encumbrance of any kind or nature whatsoever, or any

agreement to give any of the foregoing, except as set forth in Schedule 2.8(b).

Except as set forth in Schedule 2.8(b) and as would not, individually or

in the aggregate, reasonably be expected to have a material adverse effect on

the Companies, the Companies have the right to quiet enjoyment of all property

leased by it for the full term of each such lease or sublease or similar agreement

(or any renewal option) relating thereto and such leased property is not subject

to any failure to have the right to quiet enjoyment.

</td>

</tr>

<tr>

2.9

</td>

Contracts. Set forth on Schedule 2.9 is a listing of all material

contracts, agreements, arrangements and commitments (whether oral or written)

to which any of the Companies are a party or by which its assets or business are

bound.

</td>

</tr>

<tr>

2.10

</td>

No Violations. Neither the execution, delivery and performance of this

Agreement by the Companies and the Seller nor the consummation of the transactions

contemplated hereby will (i) violate any provision of any Charter Document, or

(ii) violate, in any material respect, any statute, rule, regulation, order or

decree of any public body or authority by which the Companies or the Seller or

its respective properties or assets are bound.

</td>

</tr>

<tr>

2.11

</td>

Consents. Except as set forth in Schedule 2.11, no consent, approval,

notice to, registration or filing with, authorization or order of, any court or

governmental authority, under any contract or other agreement or commitment to

which the Companies or Seller is a party or by which its respective assets are

bound, is required as a result of or in connection with the execution or delivery

of this Agreement, and the other agreements and documents to be executed by the

Companies and Seller or the consummation by the Companies and Seller of the transactions

contemplated hereby.

</td>

</tr>

<tr>

2.12

</td>

Litigation and Related Matters. Set forth on Schedule 2.12 is a

list of all actions, suits, proceedings, investigations or grievances pending

against the Companies or, to the best knowledge of the Companies and the Seller,

threatened against the Companies, the business or any property or rights of the

Companies, at law or in equity, before or by any arbitration board or panel, court

or federal, state, municipal or other governmental department, commission, board,

bureau, agency or instrumentality, domestic or foreign ("Agencies").

None of the actions, suits, proceedings or investigations listed on Schedule

2.12 either would, if adversely determined, (i) have a material adverse effect

on the Companies or (ii) affect the right or ability of the Companies to carry

on its business substantially as now conducted. The Companies are not subject

to any continuing court or Agency order, writ, injunction or decree applicable

specifically to its business, operations or assets or its employees, nor are the

Companies in default with respect to any order, writ, injunction or decree of

any court or Agency with respect to its assets, business, operations or employees.

Schedule 2.12 lists all known actions, suits or proceedings filed by or

against the Companies as of the execution date of this Agreement.

</td>

</tr>

<tr>

2.13

</td>

Compliance with Laws. Except as set forth in Schedule 2.13, the

Companies are in compliance with all applicable laws, regulations (including federal,

state and local procurement regulations), orders, judgments and decrees except

where the failure to so comply would not have a material adverse effect on the

Companies or its business.

</td>

</tr>

<tr>

2.14

</td>

Integrity Fund Services, Inc. Share Transfer Agreement with Integrity Mutual

Funds, Inc. Integrity Fund Services, Inc. and Integrity Mutual Funds, Inc.

shall enter into an agreement for Integrity Fund Services, Inc. to provide transfer

agent services for Integrity Mutual Funds, Inc. in form and with the fee schedule

attached hereto as Schedule 2.14.

</td>

</tr>

<tr>

2.15

</td>

Employees and Employee Benefit Plans. The Companies have no direct employees

and have no employee benefit plans.

</td>

</tr>

<tr>

2.16

</td>

Officers and Directors. Set forth on Schedule 2.16 is a list of

the current officers and directors of the Companies.

</td>

</tr>

<tr>

2.17

</td>

Bank Accounts and Powers of Attorney. Schedule 2.17 sets forth each

bank, savings institution and other financial institution with which the Companies

have an account or safe deposit box, letter of credit, line of credit or other

financial agreement, arrangement or obligation and the names of all persons authorized

to draw thereon or to have access thereto, which will be transferred with the

Companies at Closing. Each person holding a power of attorney or similar grant

of authority on behalf of the Companies is identified on Schedule 2.17.

Except as disclosed on Schedule 2.17, (i) the Companies have not given

any revocable or irrevocable powers of attorney to any person, firm, corporation

or organization relating to its business for any purpose whatsoever, and (ii)

the Companies will have canceled any and all credit, debit, gas and other cards

issued to or otherwise payable by the Companies effective prior to the Closing

and all amounts due thereunder will be fully paid and discharged.

</td>

</tr>

<tr>

2.18

</td>

Disclosure. All written agreements, lists, schedules,

instruments, exhibits, documents, certificates, reports, statements and other

writings furnished to Buyer pursuant hereto or in connection with this Agreement

or the transactions contemplated hereby are and will be complete and accurate

in all material respects. No representation or warranty by the Seller and the

Companies contained in this Agreement, in the schedules attached hereto or in

any certificate furnished or to be furnished by the Seller or the Companies to

Buyer in connection herewith or pursuant hereto contains or will contain any untrue

statement of a material fact or omits or will omit to state any material fact

necessary in order to make any statement contained herein or therein not misleading.

There is no fact known to the Seller that has specific application to the Seller

or the Companies (other than general economic or industry conditions) and that

materially adversely affects or, as far as the Seller can reasonably foresee,

materially threatens, the assets, business, prospects, financial condition, or

results of operations of the Companies or the Advisory Business

that has not been set forth in this Agreement or any

schedule hereto.

</td>

</tr>

<tr>

2.19

</td>

Absence of Claims Against the Companies. The Seller does not have any claims

against the Companies other than as disclosed herein, including without limitation,

final settlement of intercompany accounts and transactions consistent with past

practices.

</td>

</tr>

</table>

ARTICLE III.

REPRESENTATIONS

AND WARRANTIES OF BUYER

Buyer represents and warrants to the

Companies and Seller that all of the following representations and warranties with

respect to Buyer are true and correct as of the date hereof, and will be true and

correct in all material respects at the time of the Closing.

<table class=MsoTableGrid border=0 cellspacing=0 cellpadding=0 width="100%"

style='width:100.0%;border-collapse:collapse'>

<tr>

3.1

</td>

Organization and Authorization. Buyer is a Limited Liability

Company duly organized, validly existing and in good standing under the laws of

the State of North Dakota with all requisite corporate power and authority to

own, lease and operate its properties and to carry on its business as now being

conducted. Buyer has all requisite company power, capacity and authority to execute and deliver this

Agreement and all other agreements and documents contemplated hereby. The execution

and delivery of this Agreement and such other agreements and documents by Buyer

and the consummation by Buyer of the transactions contemplated hereby have been

duly authorized by Buyer and no other company action on the part of Buyer is necessary to authorize the

transactions contemplated hereby. This Agreement has been duly executed and delivered

by Buyer and is the legal valid and binding obligation of Buyer, enforceable in

accordance with its terms.

</td>

</tr>

<tr>

3.2

</td>

No Violations. The execution and delivery of this Agreement and the other

agreements and documents contemplated hereby by Buyer and the consummation of

the transactions contemplated hereby will not (i) violate any provision of the

articles or operating agreement of Buyer, (ii) violate any statute, rule, regulation,

order or decree of any public body or authority by which Buyer or its properties

or assets are bound, or (iii) result in a violation or breach of, or constitute

a default under or res

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