EMPLOYMENT AGREEMENT

1.

Employment . The Company hereby employs the Employee and the Employee hereby accepts employment with the Company upon the terms and conditions hereinafter set forth. It is expressly understood that the Employee will also have separate employment, separate duties and a separate compensation package as an officer of Integrity Mutual Funds, Inc., independent of this Agreement.

2.

Term . Subject to the provisions for earlier termination hereinafter set forth, the term of employment hereunder shall be for two years and shall commence on the date hereof and end on the day preceding the second anniversary of the date hereof (the "Employment Period" ). The parties hereto may by mutual consent agree to renew this contract for another two-year period. In such case all provisions of this contract will continue in effect for an additional two-year period.

3.

Compensation . The Company agrees to provide the Employee with the following compensation for all services rendered by the Employee under this Agreement:

3.1.

Base Salary . The Company shall pay to the Employee an initial salary equal to the sum of One Hundred Thirty Five Thousand Dollars ($135,000) per year as a base salary, which sum shall be payable per two week pay period, in arrears, (or prorated amount if the first month is a portion of a month) commencing on the first day of the month of April 2009, first payable on the first regular payroll of the Company after April 1, 2009 and thereafter on each regular two week payroll period thereafter during the entire term hereof. All compensation provided for in this section shall be subject to the Company deducting therefrom Social Security, Medicare, federal and state income taxes and any and all withholding payments as may be required by law.

3.2.

Net Income Based Compensation . Employee shall receive additional monthly compensation equal to five percent (5%) of the net income of the Company, as determined from the statement of operations of the Company before deduction for federal and state income tax expense and before deduction of the combination of the Net Income Based Compensation to Employee described herein together with the similar Net Income Based Compensation payable to Jeffrey Lindsey under his contract dated the same date as this Agreement. Said additional monthly compensation to be paid to Employee on the next scheduled pay period following completion of the Company's financial reports for each calendar month but in no event more than twenty one (21) days after each month end. In the event that the Company incurs a loss in any month, there will be no payment to Employee and that loss will be carried forward to the next month and deducted from that month's income (and each successive month thereafter if necessary until positive net income in excess of the prior month's loss is achieved) for purposes of calculation of Employee's net income based compensation. Employee's first monthly net income based compensation shall be determined for the month ended March 31, 2009. All compensation provided for in this section shall be subject to the Company deducting therefrom Social Security, Medicare, federal and state income taxes and any and all withholding payments as may be required by law.

3.3.

Increase of Base Salary for Cost of Living : Employee's Base Salary shall be increased each year beginning April 1, 2010 by the percentage amount of the most recently federally published annual "Cost of Living Index" increase (if any increase is reported) for the United States of America.

3.4.

Incremental Company Value Increase Bonus . A "Fair Value" appraisal valuation of the Company at Nine Million Five Hundred Thousand Dollars ($9,500,000) was completed with a valuation date of March 31, 2008 on behalf of Integrity Mutual Funds, Inc. by Valuation & Tacservices, LLC. This amount is accepted as the base value of the Company for purposes of this Agreement. At the date of termination of this contract, whether by passage of time or by death, disability, or voluntary or involuntary termination, Employee shall be entitled to a bonus, payable in cash, equal to five percent (5%) of the increase in appraised value of the Company over an initial base valuation of which is equal to the March 31, 2008 appraised value of $9,500,000 less the $742,380 United Heritage debt allocated to the Company and Capital Financial Holding, Inc., which is the allocation of debt which was utilized for purposes of the amended proxy filed September 23, 2008 by Integrity Mutual Funds, Inc. (the "base valuation") and a contract termination date valuation of the Company mutually determined and agreed by Employee and the Company or if no such mutual determination is made or agreed within 30 days of termination of this Agreement, then a valuation as determined by the "Fair Value" appraisal valuation of the Company which shall be determined by a utilizing a composite of the One-Year Capitalization Method which utilizes estimated one year cash flow divided by an adjusted discount rate and the Discounted Cash Flow Method which utilizes three future years and a perpetuity estimate (terminal period) divided by an adjusted discount rate ("Fair Value") and which amount will then further include a reduction in the Fair Value valuation for the capitalized costs of each acquisition made by the Company after the date of this employment contract as evidenced by such capitalized costs included in the Balance Sheet of the Company (the "Termination Valuation"). Said valuation will be performed at the Company's cost by an independent, qualified Valuation Consultant to be mutually agreed by the Company and the Employee, as of the date of Employee's termination or the termination of this contract. To clarify, the Termination Valuation shall include a reduction in the "Fair Value" appraisal amount for the capitalized cost (on the Company's accounting records) of acquisitions made in the expansion of the Company after the date of this agreement. For example, with the base valuation of $8,757,620, if a Fair Value valuation at the termination of this contract was determined to be $12,000,000, and two acquisitions occurred with combined capitalized costs on the accounting books of the Company of $2,000,000, then Employee would be entitled to a bonus in cash of $62,119 ($12,000,000 Fair Value - $2,000,000 capitalized acquisition costs -8,757,620 base valuation * 5%). For avoidance of doubt, upon termination of Employee for any reason other than financial fraud, or upon the expiration date of this contract, which expiration date would include the potential five-year renewal, Employee is entitled to the appraisal valuation and the bonus described herein. So as not to impair the financial health of the Company, the maximum payout of this bonus in any one year is limited to .75% of the previous year's gross revenues.

In the event that the parties mutually agree to renew this contract for an additional two-year term, the provisions and benefits of the above paragraph shall continue to the end of the two-year renewal period. In the event that the Company elects not to renew this contract, Employee shall be immediately entitled to the benefits described in the above paragraph upon termination of employment. In the event that the Employee elects not to renew this contract, and agrees not to compete with the Company for a period of one year after termination of this contract, Employee shall be immediately entitled to the benefits described in the above paragraph upon termination of employment. In the event that the Employee elects not to renew this contract, and elects not to execute an agreement not to compete with the Company for a period of one year after termination of this contract, Employee will not be entitled to the benefits described in the above paragraph upon termination of employment. Competition with the Company for purposes of this paragraph shall mean: (1) employment with, ownership of (other than less than 5% of a publicly traded entity) acting as a principal, manager, or officer of, or otherwise acting in a management or principal capacity of, a FINRA member broker dealer and/or (2) soliciting employees or registered representatives of the Company to work for another FINRA member broker dealer.

Alternatively, if the Company is sold, resulting in the termination of Employee, Employee shall be entitled to a bonus, payable in cash, equal to five percent (5%) of the difference between the actual unrelated willing buyer/willing seller market sale price of the Company and the base value of $8,757,620. If the sale is other than an unrelated willing buyer/willing seller market sale price, the bonus shall be based upon the independent appraisal method described above.

The parties agree that the amount of the potential bonus (if any) to Employee as described in this paragraph is a contingency, the amount of which is unknown and cannot be reasonably determined or estimated in advance of it final determination.

In the event that the Company is the subject of a spin-off from Parent and becomes a subsidiary of another holding entity, the valuation and bonus described in this Section 3.4 shall be based upon the valuation of the entire value of the holding entity of which the Company is a subsidiary.

3.5.

Other Employee Benefits

(a)

The Company shall pay for and/or reimburse the Employee for the cost of attending relevant professional, management or technical seminars, including travel and lodging.

(b)

Employee may personally advance payments for various expenses or cost items attributable to the Company's operations or administration and the Company will pay for and/or reimburse the Employee for all such reasonable expenses upon the presentation by the Employee, from time to time, of an itemized account of such expenditures. The Employee is also authorized to incur reasonable expenses for promoting the business of the Company, including the expenses for entertainment, travel and similar items. The Company will pay for and/or reimburse the Employee for all such reasonable expenses upon the presentation by the Employee, from time to time, of an itemized account of such expenditures in a form complying with all applicable rules and regulations of the Internal Revenue Service and reasonable requirements of the Company.

Other Benefits . To the extent that the Employee is otherwise eligible to participate therein, during the Employment Period the Employee shall be entitled to participate in and receive the benefits of any and all pension, retirement, vacation, profit sharing, health, disability, insurance and other benefit plans, programs and policies, if any, which may be maintained by the Company from time to time during the term hereof.

3.6.

Final Payment from Previous Contract . In addition to the compensation provided by this agreement, Employee was paid his normal compensation in December 2008 due from his previous contract with Integrity Mutual Funds, Inc., which compensation is based upon November 2008 registered representative production of the Company. Thereafter said previous contract between Employee and Integrity Mutual Funds, Inc. will no longer be in effect. Additionally, all amounts paid Employee as salary or bonus from December 2008 to the effective date of this contract are deemed earned by Employee.

4.

Duties . The Employee shall serve as the Chief Executive Officer of the Company. As such, the Employee's duties and responsibilities shall include, but shall not be limited to:

(i)

Reporting to the Chairman of the Board of the Company;

(ii)

Overall supervision of the Company;

(iii)

Recruiting and retaining brokers;

(iv)

Identifying acquisition opportunities;

(v)

Assisting with t