**03/06/09**

**SHAREPURCHASE AGREEMENT AND CHANGE OF ADVISOR**

THIS SHARE PURCHASEAGREEMENT AND CHANGE OF ADVISOR (the "Agreement") is made and entered into as ofthe 6 day of March, 2009 by and among Corridor Investors, LLC., a North DakotaLimited Liability Company ("Corridor") together with Viking Fund Management, LLC,a North Dakota LLC ("Viking") together ("Buyer"), Integrity Mutual Funds, Inc. ofNevada, Integrity Fund Services, Inc. and Integrity Funds Distributor, Inc. (togetherthe "Companies"), and Integrity Mutual Funds, Inc., ("Integrity Public") a publiclytraded North Dakota corporation together with Integrity Money Management, Inc. ("Advisor")a wholly owned subsidiary of Integrity Public (together the "Seller"), of whichIntegrity Public is the sole shareholder of the Companies and Advisor is the contractualadvisor to certain mutual funds.

**WITNESSETH:**

WHEREAS, IntegrityPublic owns all of the issued and outstanding shares of the Companies and Sellerdesires 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 investmentadvisor and acts as the investment advisor to The Integrity Funds, Integrity ManagedPortfolios, ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc. and Integrity Fundof Funds, Inc. ("the Funds") which are investment companies registered with theSecurities and Exchange Commission ("SEC") under the Investment Company Act of 1940("1940 Act");

AND WHEREAS Advisoris 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 respectthereto;

AND WHEREAS Viking is willing to serveas 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 WHEREASSimultaneously with Closing Date (as defined in Section 7.1) Viking will become a subsidiary of Corridor;

AND WHEREASfollowing the Closing (as defined in Section 7.1) contemplated herein Viking will act as the investment advisorto the Funds and compliance, administration, accounting, transfer agency, distributionand 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 termsand subject to the conditions hereinafter set forth, the parties do hereby agreeas follows:

**ARTICLEI.**

**PURCHASEAND SALE**

| 1.1    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | **Purchase of Shares and Change of Advisor.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 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. |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 1.2    | **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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 1.3    | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 1.4    | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 1.5    | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.6    | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 1.7    | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 1.8    | **Viking Funds.** Viking is the SEC registered investment adviser to the VNDFX and the VMTTX, together the "Viking  Funds."                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 1.9    | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 1.10   | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 1.11   | **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. |
| 1.12   | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 1.13   | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 1.14   | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 1.15   | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 1.16   | **No Transfer of Advisor.** Advisor (Integrity Money Management, Inc.), a subsidiary  of Integrity Public, is not being transferred as a part of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

**ARTICLEII.**

**REPRESENTATIONSAND 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 representationsand warranties with respect to the Companies and its business and operations setforth in this Article II are true and correct in all material respects on the datehereof and will be true and correct in all material respects at the time of theClosing.

| 2.1    | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| 2.2    | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 2.3    | **Capital Shares of the Companies.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 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. |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 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. |
| 2.4    | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.5    | **Seller's Financial Statements.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 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. |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 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. |
| 2.6    | **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").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 2.7    | **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. |
| 2.8    | **Assets and Properties.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ***Real Property.*** The Companies do not own or hold any interest in  real property. |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ***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. |
| 2.9    | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 2.10   | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 2.11   | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 2.12   | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 2.13   | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 2.14   | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.15   | **Employees and Employee Benefit Plans.** The Companies have no direct employees  and have no employee benefit plans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 2.16   | **Officers and Directors.** Set forth on Schedule 2.16 is a list of  the current officers and directors of the Companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 2.17   | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.18   |  

**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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 2.19   | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

**ARTICLE III.**

**REPRESENTATIONSAND WARRANTIES OF BUYER**

Buyer represents and warrants to theCompanies and Seller that all of the following representations and warranties withrespect to Buyer are true and correct as of the date hereof, and will be true andcorrect in all material respects at the time of the Closing.

| 3.1 | **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.                                                                                                                                                                                                                                                                        |
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| 3.2 | **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 result in the creation of any encumbrance upon, or create any  rights of termination, cancellation or acceleration in any person with respect  to any agreement, contract, indenture, mortgage or instrument to which Buyer is  a party or any of its properties or assets is bound.                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 3.3 | **Consents.**No consent, approval or other authorization of any governmental  authority or third party is required as a result of or in connection with the  execution and delivery of this Agreement and the other agreements and documents  to be executed by Buyer or the consummation by Buyer of the transactions contemplated  hereby except for (i) required approval of the transfer of control of Integrity  Funds Distributor, Inc as required by the Financial Industry Regulatory Authority,  Inc. ("FINRA") rules and regulations, (ii) required approval of the transfer of  control of Integrity Fund Services, Inc. as required by the Securities and Exchange  Commission ("SEC") rules and regulations, (iii) the approval of the applicable Fund Board and the Fund shareholders with respect to the new advisory agreements with Viking and new sub-advisory agreements  applicable to the respective Fund, as described in  Section 1.3 hereof, (iv) the approval of the Boards and shareholders  of NDTAX and MTTAX of the Reorganization described in Section 1.9, and (v) such  other approvals or authorizations as may be required by applicable law and regulations,  including without limitation the Investment Company Act of 1940. |
| 3.4 | **Buyer's Financial Statements.**Prior to execution of this Agreement, Buyer  has furnished to Seller the financial projections of the Buyer which were prepared  in anticipation of this Agreement (the "Buyer Projections"). The Buyer Projections  present fairly the good faith financial projections of the Buyers as of the indicated  dates and for the indicated periods and are as disclosed on Schedule 3.4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 3.5 | **Financing.**Buyer has, and as of the Closing will have, sufficient funds  to consummate the transactions contemplated hereby, including, without limitation,  payment of the Initial Purchase Payment and adequate working capital reserves  to conduct the Advisory Business as contemplated in this transaction after Closing.  A copy of the Loan Commitment of First Western Bank and Trust of Minot, North  Dakota is attached as Schedule 3.5 hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

**ARTICLE IV.**

**COVENANTSOF THE PARTIES**

| 4.1    | **Course of Conduct by the Companies.**From the date hereof through and until  the Closing Date (as defined in Section 7.1), except as approved in writing by Buyer or as otherwise permitted  or contemplated by this Agreement, the Companies' business shall be conducted  only in the ordinary course of business consistent with past practice, and the  Seller shall cause the Companies to comply with the following covenants:                                                                                                                                                                                                                                                                                                                      |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ***Articles of Incorporation; Bylaws.*** The Companies shall not make  any material change to their Charter Documents. |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ***Relations with Registered Representatives.*** Integrity Funds Distributor,  Inc. will use commercially reasonable efforts to preserve their relationships  with the registered representatives associated with Integrity Funds Distributor,  Inc. set forth in Schedule 4.1(b) (the "Representatives") and shall not materially  change or modify or commit to materially change or modify any terms offered to  the Representatives. |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ***Incurrence of Debt.*** The Companies will not voluntarily incur or  assume, whether directly or by way of guaranty or otherwise, any material obligation  or liability, except obligations and liabilities incurred in the ordinary course  of business, consistent with past practice. |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ***Liens.*** The Companies will not mortgage, pledge, encumber, create  or allow any Liens not existing on the date hereof upon any of the Equipment,  except Liens created in the ordinary course of business, consistent with past  practice. |
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ***Disposition of Assets; Cancellation or Forgiveness of Debt.*** The  Companies will not (i) sell, transfer or otherwise dispose of any of its assets,  except in the ordinary course of business, consistent with past practice or (ii)  cancel or forgive any debts or claims except in the ordinary course of business,  consistent with past practice. |
|   | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ***Material Transactions.*** The Companies will not enter into any other  agreement, course of action or transaction material to it, except in the ordinary  course of business, consistent with past practice. |
|   | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ***Stock Issuance; Redemptions; Reorganizations.*** The Companies shall  not (i) issue, grant or dispose of, or make any agreement, arrangement or commitment  obligating the Companies to issue, grant or dispose of any capital stock or other  securities of the Companies, (ii) redeem or acquire, or make any agreement, arrangement  or commitment obligating the Companies to redeem or acquire, any shares of capital  stock or other securities of the Companies, or (iii) authorize or effect or make  any agreement, arrangement or commitment obligating the Companies to authorize  or effect, any reorganization, recapitalization or split-up of such capital stock  of the Companies. |
|   | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ***FINRA Matters.*** Integrity Funds Distributor, Inc. and Seller shall  take all reasonably necessary actions to comply with the rules and regulations  adopted and enforced by FINRA, including without limitation, (i) obtaining the  consent of FINRA to the transactions contemplated hereby; and (ii) filing a notice  to Company's district field Supervisor at FINRA of the request and notice, pursuant  to Rule 1018 of the FINRA Membership and Registration Rules for membership continuance  and change of control. Buyer and Seller shall request that the broker dealer be  approved for retail transactions in addition to current allowable activities.  Buyer shall cooperate with Seller and shall comply with FINRA requests for information  from Buyer with respect to such membership continuance and change of control application. |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ***Transfer Agency.*** Approval and consents necessary for the transfer  of control of Integrity Fund Services, Inc. will be obtained. |
|   | (j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ***Intellectual Property.*** The Seller shall cause the rights to the  computer programs and software described on Schedule 4.1(j) to be transferred  to Buyer. |
|   | (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ***Names.*** The following names and rights to names shall be transferred  to the Buyer: "Integrity Mutual Funds, Inc." (Integrity Public will require time  for shareholder approval of a change in its name at the May annual meeting of  Integrity Public prior to transfer of the name Integrity Mutual Funds, Inc.),  Integrity Fund Services, Inc., Integrity Funds Distributor, Inc. and Seller will  transfer whatever rights if any, it may have with respect to the names of the  current Integrity Funds and their respective Trust names at  the Closing. Further, all service marks registered  by the Seller with these names, if any, will transfer to Buyer. |
| 4.2    | **Investigations.** The Companies and Advisor shall provide Buyer and its representatives and agents such  access to the books and records of the Companies and Advisor  and furnish to Buyer such financial and operating data  and other information with respect to the businesses and properties of the Companies  and Advisor as it may reasonably  request from time to time, and permit Buyer and its representatives and agents  to make such inspections of the Companies' and Advisor's records and properties as they may reasonably request. The  Seller shall promptly arrange for Buyer and its representatives and agents to  meet with such directors, officers, employees and agents of the Companies and Advisor as reasonably requested. |
| 4.3    | **Records Pertaining to the Companies and the Funds.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ***Turnover of Records.***At the Closing, the Seller will deliver or cause  to be delivered to the Buyer any and all records applicable to the Companies and  the Funds (i) in the possession of the Seller, and (ii) of which the Buyer does  not already have copies. All original or true and correct copies of records, reports  and files, including but not limited to, customer files related to the broker  dealer business of Integrity Funds Distributor, Inc. and the share transfer, accounting  and fund services business of Integrity Fund Services, Inc., shall be delivered  to the Buyer by Seller together with records related to the advisory services  preformed by Advisor with respect to the Funds. |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ***Access to Records.*** The Seller shall allow Buyer and its representatives  access to all business records and files of the Seller that pertain in part to  the Companies and Advisor, during  normal working hours at the principal place of business of the Seller, or at any  location where such records are stored, and the Buyer shall have the right, at  its own expense, to make copies of any such records and files. |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ***Assistance with Records.*** From and after the Closing Date (as defined in Section 7.1), Seller  shall make available to Buyer, upon written request, to the extent reasonably  available (i) personnel of Seller to assist Buyer in locating and obtaining records  and files maintained by Seller, and (ii) any personnel of Seller whose assistance  or participation is reasonably required by Buyer in anticipation of, or preparation  for, any existing or future third party actions, Tax or other matters in which  the Companies, Advisor or any of their past, present or future affiliates  is involved and which relate to the business of the Companies, Advisor or the Funds, including without  limitation, assisting Buyer in the conversion of Company and  Advisor data from the Companies'  and Advisor's computer systems to Buyer's computer systems. From and after the Closing Date, Buyer shall make available to Seller, upon written request, to the extent reasonably available (i) personnel of Buyer to assist Seller in locating and obtaining records and files maintained by Buyer post closing, and (ii) any personnel of Buyer whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, any existing or future third party actions, Tax, regulatory or other matters in which the Companies or any of its past, present or future affiliates is involved and which relate to the business of the Companies, the Funds or the Seller, including without limitation, assisting Seller in the location of data or records from the Companies' or Buyers computer systems. The party providing assistance to the other party pursuant to this Section may make commercially reasonable charges for employee time, copies or other out of pocket costs attributable to providing such service. |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ***Records Prior to Closing.*** Commencing on the effective date of this  Agreement, Seller shall provide Buyer with all current records in electronic or  other form appropriate for loading into Buyer's system and Buyer's personnel shall,  at Buyer's cost and expense, be permitted to assist the Companies in the servicing  of its assets and accounts for purposes of familiarization and transition. Such  records shall be held in strict confidence and shall be promptly returned to Seller  or the Companies in the event this Agreement is terminated prior to Closing for  any reason. |
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ***Contracts.*** Any payments or checks for the benefit of the Companies  representing cash assets purchased by the Buyer that are received by Seller after  the Closing shall be immediately forwarded to the respective Companies in care  of the Buyer. |
|   | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ***Audited Financial Statements.*** Seller shall provide to Buyer copies  of the audited financial statements and FOCUS statements for Integrity Funds Distributer,  Inc. for the fiscal years ended 2007 and 2008, along with the related opinions  prepared by the auditors Brady Martz & Associates, PC. Seller shall provide  to Buyer copies of the unaudited financial statements for the additional Companies  for the fiscal years ended 2007 and 2008. |
| 4.4    | **Preparation and Filing of Tax Returns.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ****Seller shall be responsible for any Taxes due on income  earned by the Companies up through  Closing Date (as defined in Section 7.1) and shall receive any tax refund on losses up through Closing  Date. Buyer shall be responsible for any Taxes due on income earned by the Companies  after Closing Date and shall receive any Tax refund on losses after Closing Date (as  defined in Section 7.1). |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ****The Seller shall have responsibility for the conduct of any audit of the Companies  for any taxable period ending on or prior to the Closing Date; *provided*,  *however*, that in the event that the Seller receives notice of a claim from  the IRS or any other taxing authority, the Seller shall promptly, but in any event  within five (5) business days, notify Buyer of such claim and of any action taken  or proposed to be taken. In the event Buyer wishes to participate in such audit  it may do so at its own cost and expense. Notwithstanding any indication in this  Agreement to the contrary, the Seller shall not agree to an adjustment in a federal  or state income Tax audit, appeals  procedure or judicial proceeding that will adversely impact the Companies in Tax periods after the Closing Date  without the prior written consent of Buyer, which consent shall not be unreasonably  withheld. |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ****Unless provided for in the final balance sheet, any Tax refunds that are received by Buyer or the Companies,  and any amounts credited against Tax to which Buyer or Companies become entitled,  that relate to Tax periods or portions  thereof ending on or before the Closing Date shall be for the account of Seller,  and Buyer shall pay over to Seller, without setoff, counterclaim or right of recoupment,  any such refund or the amount of any such credit within fifteen (15) days after  receipt or entitlement thereto. |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ****Buyer shall be responsible for payment of any and all sales, use or transaction  taxes arising as a result of the transactions contemplated by this Agreement. |

**ARTICLE V.**

**CONDITIONSTO OBLIGATIONS OF BUYER**

The obligationof Buyer to purchase the Companies' shares and for Viking to assume the duties asadvisor for the Funds, and to cause the other transactions contemplated hereby tooccur at the Closing, shall be subject, except as Buyer may waivein writing, to the satisfaction of each of the followingconditions at or prior to the Closing:

| 5.1  | **Representations and Warranties.**Each representation and warranty of the Companies  and the Seller contained in this Agreement and in any Schedule or other disclosure  in writing from the Companies or the Seller shall be true and correct in all material  respects (i) when made, and (ii) on and as of the Closing Date with the same effect  as though such representation and warranty had been made on and as of the Closing  Date.                                                                                                                                                                                                                                                                                                                                    |
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| 5.2  | **Covenants of the Seller and the Companies.**All of the material terms, covenants,  conditions and agreements herein on the part of the Seller and the Companies to  be complied with or performed on or before the Closing Date shall have been fully  complied with and performed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 5.3  | **Certificate of the Seller and the Companies.**There shall be delivered to Buyer  a certificate dated the Closing Date and signed by an officer of the Seller and  the Companies to the effect set forth in Sections 5.1 and 5.2, which certificate  shall have the effect of a representation and warranty made by the Seller and  the Companies on and as of the Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                 |
| 5.4  | **Absence of Litigation.**No inquiry, action, suit or proceeding shall have been  asserted, threatened or instituted (i) in which it is sought to restrain or prohibit  the carrying out of the transactions contemplated by this Agreement or to challenge  the validity of such transactions or any part thereof, (ii) which could, if adversely  determined, have a material adverse effect on the Companies or the Advisory Business or (iii) as a  result of which, in the reasonable judgment of Buyer, Buyer would be deprived  of the material benefits of the ownership of the Companies shares or the Advisory Business.                                                                                                                                                |
| 5.5  | **Consents and Approvals.**All material authorizations, consents, approvals, waivers and releases, if any, necessary for the Seller and the Companies to consummate the transactions contemplated hereby shall have been obtained and copies thereof shall be delivered to Buyer. FINRA shall have been notified and consented to the transfer of control to Buyer. The Continuing Membership Agreement for Integrity Funds Distributor, Inc. shall be reasonably satisfactory to Buyer.                                                                                                                                                                                                                                                                                          |
| 5.6  | **Certificates.**The Companies and the Seller shall have delivered to Buyer (i)  certificates of the appropriate governmental authorities, dated as of a date not  more than twenty (20) days prior to the Closing Date, attesting to the existence  and good standing of the Companies in the State of Incorporation; (ii) copies  of the Articles of Incorporation and all amendments thereto of the Companies;  (iii) a copy certified by the Secretary of the Companies, dated the Closing Date,  of the Bylaws of the Companies; and (iv) certificates, dated the Closing Date,  from the Secretary of Seller, Advisor and the Companies, relating to the incumbency and corporate proceedings  in connection with the consummation of the transactions contemplated hereby. |
| 5.7  | [Reserved]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 5.8  | [Reserved]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 5.9  | **No Transfer to Affiliates.**Except as otherwise expressly contemplated by this  Agreement, the Companies shall not have distributed or transferred any of its  assets or properties, or made any payments, to or for the benefit of any of its  affiliates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 5.10 | **Termination of Related Party Agreements.** On the Closing Date, all existing  agreements between the Companies and the Seller and all existing bonus and incentive  plans and arrangements of Integrity Funds Distributor, Inc., Integrity Fund Services,  Inc. and the Funds shall have been canceled or terminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 5.11 | **Share Certificates.**The Seller shall have tendered certificates representing  the respective Companies shares, duly endorsed in blank or accompanied by appropriate  stock powers, in proper form for transfer, with all transfer taxes paid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 5.12 | **Resignations and General Releases of Directors and Officers.** Buyer shall have  received the resignations and general releases of each of the directors and officers of the respective Companies,  as requested by Buyer, effective as of the Closing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 5.13 | ****The Buyer and the Seller will have entered into an employee sharing arrangement  attached hereto as Schedule 5.13(a) whereby certain employees of Seller and certain  employees of the Buyers will provide respective shared services at the rates and  time usage described therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 5.14 | **Non-compete Agreement.** Seller shall have executed and delivered to Buyer a  non-compete agreement in the form attached hereto as Schedule 5.14 (the "Non-compete  Agreement").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

**ARTICLE VI.**

**CONDITIONSTO OBLIGATIONS OF THE SELLER**

The obligations of the Seller to sell the Companies' shares andto cause the other transactions contemplated hereby to occur at the Closing shallbe subject, except as the Seller may waive in writing, to the satisfaction of eachof the following conditions at or prior to the Closing:

| 6.1 | **Representations and Warranties.**Each representation and warranty of Buyer  contained in this Agreement and in any Schedule or other disclosure in writing  from Buyer shall be true and correct in all material respects (i) when made, and  (ii) on and as of the Closing Date with the same effect as though such representation  and warranty had been made on and as of the Closing Date.                                                                                                                                                                                                                                                                                                                                          |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 6.2 | **Covenants of Buyer.**All of the material terms, covenants, conditions and agreements  herein on the part of Buyer to be complied with or performed on or before the  Closing Date shall have been fully complied with and performed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 6.3 | **Absence of Litigation.** No inquiry, action, suit or proceeding shall have been  asserted, threatened or instituted in which it is sought to restrain or prohibit  the carrying out of the transactions contemplated by this Agreement or to challenge  the validity of such transactions or any part thereof.                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 6.4 | **Certificates.**Buyer shall have delivered to the Seller (i) a certificate of  the appropriate governmental authority, dated as of a date not more than twenty  (20) days prior to the Closing Date, attesting to the existence and good standing  of Buyer in the State of its organization; (ii) copies, certified by the Secretary of the State of  the articles of organization and  all amendments thereto of Buyer; (iii) copies, certified by the Secretary of Buyer,  dated the Closing Date, of the bylaws of Buyer; and (iv) certificates, dated the  Closing Date, of the Secretary of Buyer relating to the incumbency and company proceedings in connection with  the consummation of the transactions contemplated hereby. |
| 6.5 | **Transfer of Funds.** Buyer shall have delivered to Seller the amount of cash  set forth in Section 7.3 to be delivered at Closing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 6.6 | **Certificate of Buyer.**There shall be delivered to Seller a certificate dated  as of the Closing Date and signed by an officer of Buyer to the effect set forth  in Sections 6.1 and 6.2 which certificate shall have the effect of a representation  and warranty made by Buyer on and as of the Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 6.7 | FINRA shall have granted consent to the transfer of control of Integrity Funds  Distributor, Inc. to Buyer and provided Buyer with a Continuing Membership Agreement  reasonably satisfactory to Buyer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

**ARTICLEVII.**

**CLOSING**

| 7.1 | **Closing.** Unless this Agreement is first terminated as provided in Section  8.1, and subject to the satisfaction or waiver of all the conditions set forth  in Articles V and VI, the closing of the transactions contemplated hereby (the  "Closing") shall take place at the offices of Seller, or by telecopy  with originals of all materials to follow upon the agreement of the parties, or  such other place as is agreed to by Buyer and Seller, on or before June 30, 2009  with the effective date and time of the closing and transfer of assets to be the  close of business on June 30, 2009 or such other date as may  be agreed upon in writing by the parties (the "Closing Date"), said closing date conditioned upon: (i) the acquisition of  Viking by Corridor simultaneous with the Closing, (ii) the prior granting of the Continuing Membership Agreement by FINRA,  (iii) the shareholders of each of  The Integrity Funds, Integrity Managed Portfolios and Integrity Fund of Funds,  Inc. as well as the respective Fund Boards approving the change of investment  advisor from Advisor to Viking as required under the respective  Fund's Charter Documents and applicable law. The shareholders  of NDTAX and MTTAX as well as the  respective Fund Boards approving the Reorganization of NDTAX and MTTAX described  in Section 1.9 including the transactions to be described in the Form N-14's for  each such merger as required under the respective Fund's Charter  Documents and applicable law, (iv) any regulatory consents with respect to transfer of control of Integrity Fund Services, Inc. as required by SEC rules and regulations as well as (v) the other preclosing requirements of this Agreement. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 7.2 | **Delivery of the Companies Shares.** At the Closing, Seller shall deliver or  cause to be delivered to Buyer the stock certificate(s) evidencing all of the  Companies shares owned by Seller, duly endorsed or accompanied by duly executed  stock powers assigning the Companies shares to Buyer and otherwise in good form  for transfer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 7.3 | **Payment of Cash to Seller.** At the Closing, Buyer shall deliver, by wire  transfer of immediately available funds, to Seller, an amount equal to the Initial  Purchase Payment and the amount of the Cash that transfers with the Companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

**ARTICLE VIII.**

**TERMINATIONPRIOR TO CLOSING**

| 8.1    | **Termination.**                                                                                                                                                                                                                                                                                           |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | This Agreement may be terminated and abandoned at any time prior to the  Closing:                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                       | (i) | By the written mutual consent of Buyer and Seller; |
|   |                                                                                                                                                                                                                                                                                                       | (ii) | By Buyer on the Closing Date if any of the conditions set forth  in Article V shall not have been fulfilled on or prior to the Closing Date; |
|   |                                                                                                                                                                                                                                                                                                       | (iii) | By Seller on the Closing Date if any of the conditions set  forth in Article VI shall not have been fulfilled on or prior to the Closing Date; |
|   | In the event of a termination pursuant to this Article VIII, each party shall  bear its own costs and expenses incurred with respect to the transactions contemplated  hereby. Neither party hereto shall be entitled to monetary damages pursuant to  a termination in accordance with this Article VIII. |

**ARTICLEIX.**

**INDEMNIFICATION**

| 9.1 | **Indemnification by Buyer.**From and after the Closing Date and for a period of three (3) years thereafter, Buyer agrees to indemnify and hold harmless Seller, and their respective directors, trustees, officers, managers, and agents ("SELLER Indemnitees"), at any time after consummation of the Closing, from and against all demands, claims, actions or causes of action, assessments, damages, liabilities, costs and further expenses, including, without limitation, interest, penalties and attorneys' and professionals' and experts' fees and expenses (collectively, "SELLER Losses"), asserted against, resulting to, imposed upon or incurred by any SELLER Indemnitee, directly or indirectly, by reason of or resulting from a breach, misrepresentation or inaccuracy of any representation, warranty, covenant or agreement of Buyer contained in or made pursuant to this Agreement or in any other document or certificate delivered incident to or in connection with the transactions contemplated hereby.                                                                                                                                                                                                                           |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 9.2 | **Indemnification by SELLER.** From and after the Closing Date and for a period of three (3) years thereafter, SELLER agrees to indemnify and hold harmless Buyer and the Funds, and their respective affiliates, directors, trustees, officers, managers, and agents ("Buyer Indemnitees"), at any time after consummation of the Closing, from and against all demands, claims, actions or causes of action, assessments, damages, liabilities, costs and further expenses, including, without limitation, interest, penalties and attorneys' and professionals' and experts' fees and expenses (collectively, "Buyer Losses"), asserted against, resulting to, imposed upon or incurred by Buyer Indemnitee, directly or indirectly, by reason of or resulting from a breach, misrepresentation or inaccuracy of any representation, warranty, covenant or agreement of the  Companies or SELLER contained in or made pursuant to  this Agreement or in any other document or certificate delivered incident to or  in connection with the transactions contemplated.                                                                                                                                                                                        |
| 7.3 | **Procedures for Indemnification.** Any party seeking indemnification hereunder  (an "Indemnitee") shall give prompt written notice to the party against which  indemnification is sought (the "Indemnitor") of any claims against the Indemnitee  as to which a claim for indemnification is to be made hereunder, which notice  shall specify the nature of such claim; provided, however, that the failure to  provide such prompt written notice shall not affect the indemnification obligations  hereunder, except to the extent that the Indemnitor is harmed by such failure  or delay. The Indemnitor shall have the right to participate, at its own expense,  in the defense of any such claim or its settlement, and the Indemnitee shall permit  the Indemnitor, upon providing adequate assurances reasonably satisfactory to  the Indemnitee, to take over the investigation, defense and settlement of any  such claim. If a notice of any claim for indemnification is  given by an Indemnitee prior to the end of the three (3) years after the Closing  Date, the obligations of the Indemnitor with respect to such claim shall survive  and continue after such three (3) year period until such claim is finally resolved  and satisfied. |

**ARTICLEX.**

**MISCELLANEOUS**

| 10.1   | **Transfer Agent.** Integrity Fund Services, Inc. will remain as the transfer  agent for Integrity Public under a separate transfer agent agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.2   | **Entire Agreement.**This Agreement (including the exhibits and schedules hereto)  constitutes the entire agreement and supersedes all prior agreements and understandings,  both written and oral, between the parties hereto with respect to the subject  matter hereof, and no party shall be liable or bound to the other in any manner  by any representations or warranties not set forth herein.                                                                                                                                                                                                                                                                                                  |
| 10.3   | **Successors and Assigns.**The terms and conditions of this Agreement shall inure  to the benefit of and be binding upon the parties hereto and their respective  successors and permitted assigns. This Agreement may not be assigned by any party  hereto without the prior written consent of all other parties hereto.                                                                                                                                                                                                                                                                                                                                                                               |
| 10.4   | **Counterparts.** This Agreement may be executed in one or more counterparts,  each of which shall for all purposes be deemed to be an original and all of which  shall constitute the same instrument.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.5   | **Headings.** The headings of the articles and sections of this Agreement are  inserted for convenience only and shall not be deemed to constitute part of this  Agreement or to affect the construction hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.6   | **Construction.** As used in this Agreement, the words "herein," "hereof" and  "hereunder"" and other words of similar import refer to this Agreement as  a whole and not to any particular article, section, paragraph or other subdivision.                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.7   | **Modification and Waiver.** Any of the terms or conditions of this Agreement  may be waived in writing at any time by the party which is entitled to the benefits  thereof, and this Agreement may be modified or amended by a written instrument  executed by Buyer, the Companies and the Seller. No supplement, modification or  amendment of this Agreement shall be binding unless executed in writing by all  of the parties hereto. No waiver of any of the provisions of this Agreement shall  be deemed or shall constitute a waiver of any other provision hereof (whether  or not similar) nor shall such waiver constitute a continuing waiver.                                             |
| 10.8   | **Schedules, etc.** All exhibits and schedules annexed hereto are expressly made  a part of this Agreement as though fully set forth herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.9   | **Notices.** All notices of communication required or permitted hereunder shall  be in writing and may be given by (a) depositing the same in United States mail,  addressed to the party to be notified, postage prepaid and registered or certified  with return receipt request, (b) delivering the same in person to an officer or  attorney of such party, (c) telecopying the same with electronic confirmation  of receipt.                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (i) | If to Buyer, addressed to: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | Corridor Investors, LLC				1 North Main Street				Minot, North Dakota 58703				ATTENTION: Robert E. Walstad |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (ii) | If to Seller, addressed to: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | Integrity Mutual Funds, Inc.				1 North Main Street				Minot, ND 58703				ATTENTION: Bradley Wells |
|   | or to such other address or counsel as any party hereto shall specify pursuant  to this Section from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.10  | **GOVERNING LAW; CONSENT TO JURISDICTION.** THIS AGREEMENT SHALL BE CONSTRUED  IN ACCORDANCE WITH LAWS OF THE STATE OF NORTH DAKOTA. THE PARTIES HERETO EXPRESSLY  CONSENT AND AGREE THAT ANY DISPUTE, CONTROVERSY, LEGAL ACTION OR OTHER PROCEEDING  THAT ARISES UNDER, RESULTS FROM, CONCERNS OR RELATES TO THIS AGREEMENT SHALL BE  BROUGHT IN THE STATE COURTS IN AND OF THE STATE OF NORTH DAKOTA AND COUNTY OF  WARD AND ACKNOWLEDGE THAT THEY WILL ACCEPT SERVICE OF PROCESS BY REGISTERED OR  CERTIFIED MAIL OR THE EQUIVALENT DIRECTED TO THEIR LAST KNOWN ADDRESS AS DETERMINED  BY THE OTHER PARTY IN ACCORDANCE WITH THIS AGREEMENT OR BY WHATEVER OTHER MEANS  ARE PERMITTED BY SUCH COURT. |
| 10.11  | **Termination of Representations and Warranties.** All representations and  warranties contained herein, unless otherwise specified herein including, without limitation, the three (3) year survival period  provided in Article IX for the purpose of indemnification as provided therein, shall terminate at and as of the Closing.                                                                                                                                                                                                                                                                                                                                                                   |
| 10.12  | **Expenses.** The Seller (with respect to the Seller and the Companies), on the one hand,  and Buyer, on the other hand, shall be responsible for their respective costs and expenses incurred  in connection with the transactions contemplated hereby except the legal costs of preparing this  definitive Agreement shall be shared equally as well as certain SEC and costs related to the Funds as otherwise specifically stated in this Agreement as costs to be shared equally.                                                                                                                                                                                                                   |
| 10.13  | **Number and Gender of Words.** Whenever the singular number is used, the same  shall include the plural where appropriate, and words of any gender shall include  each other gender where appropriate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.14  | **Further Assurances.** From time to time after the Closing, at the request  of any other party but at the expense of the requesting party, Buyer, the Companies  or the Seller, as the case may be, will execute and deliver any such other instruments  of conveyance, assignment and transfer, and take such other action as the other  party may reasonably request in order to consummate or evidence the transactions  contemplated hereby.                                                                                                                                                                                                                                                        |
| 10.15  | **Receivables of Funds.**  Following the closing, should any moneys, receivables or other assets such as  proceeds of class action litigation belonging to the Funds, be inadvertently received  by Seller, Seller will promptly forward such asset to the appropriate Fund.                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.16  | **Brokers and Agents.** Each party represents and warrants that it has employed  no broker or agent in connection with this transaction and agrees to indemnify  and hold harmless the other parties against all loss, cost, damages or expense  arising out of claims for fees or commissions of brokers employed or alleged to  have been employed by such indemnifying party.                                                                                                                                                                                                                                                                                                                         |
| 10.17  | **Public Announcements.** Buyer, the Companies and Seller shall not issue or  cause the publication of any press release or any other announcement (including  without limitation announcements to employees or agents) with respect to this  Agreement or the transactions contemplated hereby without the consent of the others,  except where such release or announcement is required by applicable law or pursuant  to any listing agreement with, or the rules or regulations of, the SEC, any securities  exchange or any other regulatory requirements.                                                                                                                                          |
| 10.18  | **Damages.** Except as otherwise expressly set forth herein, the parties acknowledge  that their sole remedy under this Agreement prior to consummation  of the Closing is to terminate this Agreement pursuant  to Article VIII.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written.

**BUYER:**

Corridor Investors, LLC.

By: ____________________________

**SELLER:**

Integrity Mutual Funds, Inc.

By: ____________________________

Integrity Money Management, Inc.

By: ____________________________

The Companies

Integrity Mutual Funds, Inc. of Nevada

By: ____________________________

Integrity Fund Services, Inc.

By: ____________________________

Integrity Funds Distributor, Inc.

By: ____________________________

**BUYER**

Corridor Investors, LLC.

By: ____________________________

Viking Fund Management, LLC

By: ____________________________

**LISTOF SCHEDULES**

**SCHEDULES| per agreement**

| 1.1      | Conveyed Assets                                                                                                                                                                                                                                   |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.15     | Form of UCC security interest                                                                                                                                                                                                                     |
| 1.3(i)   | The Integrity Funds Advisory Contracts                                                                                                                                                                                                            |
| 1.3(ii)  | Integrity Managed Portfolios Advisory Contracts                                                                                                                                                                                                   |
| 1.3(iii) | ND Tax-Free Fund, Inc. Advisory Contracts                                                                                                                                                                                                         |
| 1.3(iv)  | Montana Tax-Free Fund, Inc. Advisory Contracts                                                                                                                                                                                                    |
| 1.3(v)   | Integrity Fund of Funds, Inc. Advisory Contracts                                                                                                                                                                                                  |
| 1.4      | Allocation of the Purchase Price as between the Companies  and the Advisory Business                                                                                                                                                              |
| 1.5      | Leased Office Space between Integrity Public and Buyer                                                                                                                                                                                            |
| 1.15     | Form of UCC Security Agreement regarding Basis Points                                                                                                                                                                                             |
| 2.2      | Existence and Good Standing, including (i) List of  Jurisdictions in which the Companies are qualified or licensed to do business  as a foreign corporation; (ii) Bylaws of the Companies; (iii) Exceptions to  the Minute Books of the Companies |
| 2.5      | Companies' Financial Statements                                                                                                                                                                                                                   |
| 2.7      | Tax Matters                                                                                                                                                                                                                                       |
| 2.8(b)   | Leases or Subleases                                                                                                                                                                                                                               |
| 2.9      | Contracts, Agreements, Arrangements and Commitments                                                                                                                                                                                               |
| 2.11     | Consents                                                                                                                                                                                                                                          |
| 2.12     | Litigation                                                                                                                                                                                                                                        |
| 2.13     | Compliance with Laws                                                                                                                                                                                                                              |
| 2.14     | Integrity Fund Services, Inc. Transfer Agent Agreement  with Seller                                                                                                                                                                               |
| 2.16     | Officers and Directors                                                                                                                                                                                                                            |
| 2.17     | Bank Accounts and Powers of Attorney                                                                                                                                                                                                              |
| 3.4      | Buyer Financial Statements                                                                                                                                                                                                                        |
| 3.5      | Loan Commitment of First Western Bank and Trust of Minot,  North Dakota                                                                                                                                                                           |
| 4.1(b)   | Registered Representatives                                                                                                                                                                                                                        |
| 4.1(i)   | Intellectual Property (Computer Programs and Software)                                                                                                                                                                                            |
| 5.13(a)  | Employee Sharing Arrangement                                                                                                                                                                                                                      |
| 5.14     | Form of Non-Compete Agreement                                                                                                                                                                                                                     |