SEPARATION AGREEMENT 

			This Separation
Agreement (this "Agreement") is made and entered into as
of the 24th day of January, 2007, by and between Integrity Mutual
Funds, Inc., a North Dakota corporation (the "Company")
and Robert E. Walstad, an individual residing at Minot, North
Dakota ("Employee"). 

			WITNESSETH 

			Whereas, Employee
and the Company entered into an employment agreement dated
October 1, 2001 (the "Employment Agreement"); 

			Whereas, Employee
has elected to retire from his employment with the Company and
terminate the Employment Agreement on February 1, 2007; 

			Whereas, in
accordance with the exhibits accompanying this Agreement,
Employee hereby resigns as Chairman of the Board of Directors,
director and Chief Executive Officer of the Company and as
director, President and Treasurer of Integrity Money Management,
Inc. and Integrity Fund Services, Inc. and accepts his position
as Chairman Emeritus of the Company; and 

			Whereas, the
Company and Employee desire, pursuant to this Agreement, to set
forth their respective obligations to one another and to settle
all matters or claims relating to Employee's employment with and
separation from the Company which Employee may have against the
Company and its subsidiaries and affiliates, including, without
limitation, all matters or claims relating to salary, wages,
bonuses, accrued vacation pay, employee benefits, fringe
benefits, separation and expense reimbursement; 

			Now, Therefore, in
consideration of the mutual covenants and premises set forth
herein and the Separation Payment (hereinafter defined), and
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and confessed, the
parties hereto hereby agree as follows:

			
1.         Separation
Payment and Stock Options.  (a) The Company agrees to
pay Employee, and Employee agrees to accept, Two Hundred Seventy
Four Thousand Five Hundred Dollars ($274,500) (the "Separation
Payment") in full and final settlement and satisfaction of
any Claims (hereinafter defined) which Employee may have against
Employee Releasees (hereinafter defined).  The Separation
Payment shall be paid by the Company to Employee in equal,
bi-weekly payments (less required withholding deductions
including federal and state taxes and FICA) commencing on the
first regularly scheduled pay date of the Company after the date
of this Agreement and continuing until the Separation Payment is
paid in full on or before August 16, 2009 (the "Termination
Date").  

			
(b)       The Company acknowledges
that the stock options and warrants to purchase shares of the
Company's common stock granted to Employee prior to the date of
this Agreement shall continue in effect as if Employee's
employment has not terminated. 

			
(c)       The Company shall pay to
the Employee the Employee's vested balance in the Company's
Employee Stock Ownership Plan on the Termination Date, or as soon
as practicable thereafter.  

			
(d)       On February 1, 2007,
Employee shall receive options to purchase 60,000 shares of the
common stock of the Company at a strike price equal to the higher
of the highest asking price or highest trading price (as
determined by NASDAQ Electronic Bulletin Board quotation) of the
Company's common stock on September 1, 2006.  On September
1, 2007, Employee shall receive options to purchase 60,000 shares
of the common stock of the Company at a strike price equal to the
higher of the highest asking price or highest trading price (as
determined by NASDAQ Electronic Bulletin Board quotation) of the
Company's common stock on September 1, 2007, or the next business
day if NASDAQ is closed on such day. 

			
(e)       In the event of any
reclassification, increase or decrease in the number of the
issued shares of common stock of the Company by reason of a
split, reverse-split, sale or spin-off of any business unit of
the Company, then Employee's proportionate interest in such
options and warrants shall be maintained as before the occurrence
of such event so that (i) as to the number of outstanding
unexercised warrants or options granted to Employee, there shall
be a corresponding proportional adjustment as to the class and
number of shares covered by each option and warrant and (ii) as
to the exercise price under each such option and warrant, there
shall be a corresponding proportional adjustment in the total
exercise price applicable to said options and warrants. 

			
2.        
Benefits.  (a)  The Company shall provide to
Employee from the date of this Agreement to and including the
Termination Date coverage of group health, dental and vision
insurance afforded to other employees of the Company.  If
Employee secures full-time employment elsewhere or becomes
self-employed and obtains insurance coverage, Employee shall
immediately notify the Company in which event such insurance
coverage by the Company shall terminate to the extent permitted
under applicable law. 

			
(b)       Employee shall be
entitled to participate in the Company's 401(k) Plan and to any
applicable Company matching contributions thereunder prior to the
Termination Date. 

			
(c)       Employee shall be
entitled to 90% of all commissions collected by Employee as an
agent to Capital Financial Services, Inc., a wholly-owned
subsidiary of the Company, to and including the Termination
Date.  The Company shall pay the costs of an error and
omissions insurance policy to cover Employee to and including the
Termination Date relating to his business activities transacted
through Capital Financial Services, Inc. 

			
(d)       The Company shall pay to
the Employee within sixty (60) days of this Agreement
compensation for any accrued vacation unused by the Employee
prior to the date of this Agreement. 

			
3.         General
Release.  (a)  Employee, on behalf of himself and
his spouse, dependents, agents, heirs, executors, administrators,
personal representatives and assigns, and to the fullest extent
permitted by applicable law, hereby releases and forever
discharges the Company, its subsidiaries and affiliates and their
respective shareholders, their past and present officers,
directors, agents and employees (hereinafter referred to
collectively as the "Employee Releasees") from any and all
claims, demands, liabilities, obligations, damages, debts, causes
of action, suits and disputes of any nature whatsoever, whether
known or unknown, suspected or unsuspected, fixed or contingent
(hereinafter referred to collectively as the "Claims"),
which, as of the date hereof or any time prior thereto, Employee
has had or may have had against any of the Employee Releasees
with respect to any and all matters whatsoever, including,
without limitation, any and all Claims related to (i) the
Employment Agreement, (ii) salary, wages, bonuses, accrued
vacation pay, employee benefits, separation or other compensation
of any nature whatsoever or (iii) Employee's employment with the
Company, or the termination thereof, or arising under or based
upon, directly or indirectly, in whole or in part, Title VII of
the Civil Rights Act of 1964 as amended, the Civil Rights Act of
1991 as amended, the Americans with Disabilities Act of 1990 as
amended, the Family and Medical Leave Act of 1993 as amended, the
Human Rights Act as amended, the Age Discrimination in Employment
Act of 1967, as modified by the Older Workers Benefit Protection
Act of 1990 as amended, Section 1981 of the Civil Rights Act
of 1870 as amended, the Fair Labor Standards Act of 1938 as
amended, the Equal Pay Act of 1963 as amended, the North Dakota
Equal Pay Act as amended, the Employee Retirement Income Security
Act of 1974 as amended, the Rehabilitation Act of 1973 as
amended, the Equal Employment Opportunity Act of 1972 as amended
and any state or local equal employment opportunity or age
discrimination law, wage payment law or workers' compensation
law, or any other federal, state or local law, statute,
ordinance, decision, order, policy or regulation establishing or
relating to claims or rights of employees, including, without
limitation, any and all claims alleging interference with the
attainment of any rights under any insurance, pension, profit
sharing or other employee benefit plan, any and all claims in
tort or contract and any and all claims alleging breach of an
express or implied, or oral or written, contract, policy manual
or employee handbook, or alleging misrepresentation, defamation,
interference with contract, duress, intentional or negligent
infliction of emotional distress, negligence or wrongful
discharge, provided, however, that Employee is not
releasing any Employee Releasees in respect of Claims for breach
of this Separation Agreement or any Claims relating to any
outstanding options previously granted to Employee, or Claims
under any Company's 401(k) Plan, Employee Stock Ownership Plan,
or any other plan of the Company, all of which are fully
preserved. 

			
(b)       The Company on its own
behalf and behalf of its subsidiaries, joint venturers,
directors, officers, employees, agents, shareholders,
representatives, successors and assigns ("Company
Releasees"), and to the fullest extent permitted by
applicable law, hereby releases and forever discharges Employee,
his spouse, dependents, agents, heirs, executors, administrators,
personal representatives and assigns from any and all Claims,
which, as of the date hereof or any time prior thereto, any
Company Releasee has had or may have had against Employee with
respect to any and all matters whatsoever, including, without
limitation, any and all Claims related to (i) the Employment
Agreement, and (ii) Employee's employment with the Company. 

			
(c)       Covenant Not to
Sue.  Employee and the Company each covenant and
agree not to file, institute, participate or aid in any legal
suit, arbitration or administrative proceeding (or execute, seek
to impose, collect or recover upon, or otherwise enforce or
accept any judgment, decision, award, warrant or attachment)
against any of the Employee Releasees and Company Releasees, as
applicable, upon any Claim released by Employee or the Company
under this Agreement, except as required by applicable law. 

			
(d)       No Limitation of
Scope.  Employee understands and agrees that this
Agreement constitutes a general release of all Claims of every
kind and nature against the Employee Releasees, whether or not
they are specifically referred to herein, and that no reference
herein to a specific Claim, statute or law is intended to limit
the scope of the general agreement contained herein; provided,
however, that this Agreement does not relate to any rights or
claims arising after the date hereof. 

			
4.        
Indemnification/Director and Officer Insurance.  (a)
The Company shall indemnify Employee against any claims, losses
or damages regardless of when such claims are asserted which
relate to events or circumstances occurring during the period of
Employee's employment with the Company, in accordance with the
Company's Bylaws. 

			
(b)       Employee shall be covered
by a director/officer liability insurance policy, if any,
maintained by the Company to the fullest extent permitted by such
director/officer insurance policy to and including the
Termination Date. 

			
5.         Cooperation
in Litigation, Claims, Etc.  Employee agrees to
cooperate with and assist and make himself available to the
Company or its subsidiaries and affiliates without further
consideration, except reimbursement for out-of-pocket
expenditures incurred at the request of the Company, in the
defense and prosecution of any litigation, claims, proceedings or
controversies involving the Company arising from matters
occurring in or involving the period during which he was an
employee of the Company. 

			
6.         No Pending
Claims, Etc. Employee represents and affirms that at no time
prior to the execution of this Agreement has he filed, instituted
or maintained, and at no time subsequent thereto will he file,
institute or maintain, or cause or knowingly permit the filing,
institution or maintenance, in any state, federal or foreign
court, or before any local, state, federal or foreign arbitration
or administrative agency, or any other tribunal, any Claim, and
he hereby irrevocably grants to the Company his power of
attorney, which he hereby acknowledges and agrees is coupled with
an interest, with full right, power and authority to take all
actions necessary to dismiss or discharge with prejudice any such
Claim. 

			
7.        
Confidential Information.  Employee reaffirms and
agrees that he will not at any time use, divulge, furnish or make
accessible to any person outside of the Company any information
of a secret or confidential nature.  For purposes of this
paragraph 7, the term "information of a secret or
confidential nature" shall mean information of any nature and in
any form which at the time or times concerned is not generally
known to those persons engaged in a business similar to that
conducted or contemplated by the Company and its subsidiaries and
affiliates, and which relates to any one or more of the aspects
of the present or past business of the Company and its
subsidiaries and affiliates, including, without limitation, lists
of customers, technical data, studies, policies, processes,
formulas, techniques, know-how and other knowledge, data,
databases, computer designs, information, trade secrets, trade
practices and/or facts relating to devices, computer programs
(whether embodied in source or object code), sales, advertising,
promotions, financial matters, suppliers, and other trade secrets
relating to the business of the Company and its subsidiaries and
affiliates.  Employee represents and warrants that Employee
has returned to the Company (i) all records, documents, files,
writings, materials and other data pertaining to such secret or
confidential information, regardless by whomsuch records,
documents, files, writings, materials and other data were
prepared including without limitation, documents, papers,
records, financial information, customer lists, business plans,
entertainment contact lists, and all other such materials and all
copies thereof relating to the business of the Company; and (ii)
all keys, keycards, credit cards, and all other items which are
the property of the Company.  Employee agrees to use his
best efforts to keep the terms of this Agreement (except for such
terms which are publicly disclosed) and the circumstances
surrounding this Agreement strictly confidential.  Employee
may disclose the terms of this Agreement to his spouse,
accountant, attorney and taxing authorities only as may be
necessary for his financial affairs as required by law. 

			
8.        
Non-Solicitation of Employees and Agents.  During the
period commencing on the date hereof and ending on the
Termination Date, Employee shall not directly or indirectly
induce or attempt to induce any of the employees or
representatives of the Company, its subsidiaries or affiliates to
leave the employ of or association with the Company, its
subsidiaries or affiliates, or solicit the business of any client
or customer of the Company, its subsidiaries or affiliates. 

			
9.         Merger,
Consolidation, Bankruptcy, Etc.  To the extent permitted
by applicable law, in the event of the Company's (a) bankruptcy,
general assignment or trust mortgage for the benefit of
creditors, receivership or involuntary dissolution of the Company
or (b) change in management and/or control as a result of a
merger, consolidation, sale of assets, or tender offer, Employee
shall be immediately entitled to the balance of the remaining
unpaid Separation Payments due to the Employee set forth in
Section 1 of this Agreement. 

			
10.      
Non-Competition.  From the date of this Agreement to
the Termination Date, Employee agrees that he will not (a) act as
a manager, officer, director, employee, consultant, agent or
representative of Viking Mutual Funds or any of its subsidiaries
or affiliates, or (b) assist in any way or in any capacity any
person, firm, association, partnership corporation, limited
liability company or other entity that sells or provides products
or services to Viking Mutual Funds. 

			
11.      
Non-Admission.  Nothing in this Agreement
constitutes or shall be interpreted as any admission of liability
or wrongdoing on the part of either party. 

			
12.       Voluntary Action/Right
to Revoke.  Employee acknowledges and agrees that he is
entering into this Agreement knowingly and voluntarily, without
coercion or duress of any nature whatsoever and has entered into
this Agreement with full knowledge of its significance. 
Employee further acknowledges that he has been advised of his
right to seek advice and counsel from others, including an
attorney, before executing this Agreement and he waives the
twenty-one (21) day period to consider this Agreement. 
Employee further acknowledges that he has not relied upon any
representation or statement made by the Company, or its attorneys
or accountants with respect to the subject matter, basis or
effect of this Agreement.  Employee reserves the right to
revoke this Agreement until January 31, 2007 after which time
this Agreement may not be revoked by the Company or Employee,
subject to applicable law. 

			
13.       Non-Conditional
Separation.  The Company hereby recognizes that, except
as set forth in this Agreement, the Separation Payment and each
of the payments referred to in Section 1 of this Agreement shall
not be contingent on any ongoing duties or responsibilities of
Employee to the Company, including, but not limited to, any
executive, employee, consultant, administrative, committee,
directorship, sales or other similar relationship. 

			
14.      
Amendment/Waiver/Termination.  No modification,
termination or amendment of, or waiver under, this Agreement
shall be valid unless in writing and signed by Employee and a
duly authorized officer of the Company. 

			
15.       Governing
Law.  This Agreement shall be construed, interpreted,
governed and enforced in accordance with the substantive laws of
the State of North Dakota and the Federal laws of the United
States applicable to North Dakota, without regard to the conflict
of law rules. 

			
16.       Successors. 
This Agreement shall be binding upon Employee and his heirs,
executors, administrators, personal representatives and assigns,
and shall inure to the benefit of each of the Employee Releasees
and their respective heirs, executors, administrators, personal
representatives, successors and assigns.  This Agreement
shall be binding upon the Company and its successors and assigns
and shall inure to the benefit of each of the Company Releasees
and their respective heirs, executors, administrators, personal
representatives, successors and assigns. 

			
17.       Attorneys'
Fees.  The parties agree that in the event of any
litigation respecting a breach of this Agreement, each party
shall pay its own court costs and attorneys' fees relating to
such litigation. 

			
18.       Complete
Agreement.  Other than as set forth herein, Employee
warrants that no promise or inducement has been offered for this
Agreement.  The parties agree that this Agreement sets forth
the entire agreement between them and supersedes any other
written or oral understandings.  No other promises or
agreements shall be binding unless reduced to writing and signed
by the parties.  The parties further agree that if any
provision of this Agreement is held invalid for any reason by a
court or other tribunal of competent jurisdiction, the remaining
provisions shall continue to be in full force and effect. 

			In Witness Whereof,
the parties hereto have executed this Agreement as of the day and
year first above written. 

			COMPANY: 

			INTEGRITY MUTUAL FUNDS,
INC.                                              
EMPLOYEE: 

			
By     /s/ Mark R. Anderson                                                                   /s/ Robert E. Walstad                   

			
Its      President                                                                                Robert E. Walstad






		
			EXHIBIT A

RESIGNATION AS CHAIRMAN, DIRECTOR AND CHIEF EXECUTIVE OFFICER

OF INTEGRITY MUTUAL FUNDS, INC. 

			January 24,
2007 

			Integrity Mutual
Funds, Inc.

1 Main Street North

				 Minot, North Dakota 58703

			Board of Directors: 

			The undersigned
hereby resigns as Chairman of the Board of Directors, Director
and Chief Executive Officer of Integrity Mutual Funds, Inc.,
effective February 1, 2007, pursuant to the terms and conditions
of that certain Separation Agreement by and between Integrity
Mutual Funds, Inc. and the undersigned dated as of January 24,
2007.  

			Very truly
yours,

			
By    /s/ Robert E. Walstad                   

			Robert E. Walstad

Chairman of the Board of Directors,

Director and Chief Executive Officer

			 

			EXHIBIT B

RESIGNATION AS DIRECTOR, PRESIDENT AND TREASURER

OF INTEGRITY MONEY MANAGEMENT, INC. 

			January 24,
2007 

			Integrity Money
Management, Inc.

1 Main Street North

 Minot, North Dakota 58703 

			Board of Directors: 

			The undersigned
hereby resigns as Director, President and Treasurer of Integrity
Money Management, Inc., effective February 1, 2007, pursuant to
the terms and conditions of that certain Separation Agreement by
and between Integrity Mutual Funds, Inc. and the undersigned
dated as of January 24, 2007.  

			Very truly
yours,  

			 By    /s/ Robert E. Walstad                   

			Robert E. Walstad

Director, President and Treasurer

			 

			EXHIBIT C

RESIGNATION AS DIRECTOR, PRESIDENT AND TREASURER

OF INTEGRITY FUND SERVICES, INC. 

			January 24,
2007 

			Integrity Fund Services, Inc.

				1 Main Street North

				Minot, North Dakota 58703 

			Board of Directors: 

			The undersigned
hereby resigns as Director, President and Treasurer of Integrity
Fund Services, Inc., effective February 1, 2007, pursuant to the
terms and conditions of that certain Separation Agreement by and
between Integrity Mutual Funds, Inc. and the undersigned dated as
of January 24, 2007.  

			Very truly
yours,  

			By    /s/ Robert E. Walstad                   

			Robert E. Walstad

Director, President and Treasurer