Separation Agreement

			
This Separation Agreement (this "Agreement") is made and
entered into as of the 29th day of February, 2008, by and between
Integrity Mutual Funds, Inc., a North Dakota corporation (the
"Company") and Mark R. Anderson, an individual residing at
Minot, North Dakota ("Employee").
 

			Witnesseth:

			
Whereas, Employee has elected to resign from his employment with
the Company on February 29, 2008;
 

			
Whereas, in accordance with the exhibits accompanying this
Agreement, Employee hereby resigns as Director, Chief Executive
Officer, and President of the Company and from all positions held
in any subsidiaries of the Company and any entities related to
the Company (including any positions with the Integrity Family of
Mutual Funds); and
 

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

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

			
           
1.         Separation
Payment.  (a) The Company agrees to pay Employee,
and Employee agrees to accept, Fifty-Nine Thousand Dollars
($59,000) (the "Separation Payment") in full and final
settlement and satisfaction of any Claims (hereinafter defined)
which Employee may have against Employee Releasees (hereinafter
defined).  The Separation Payment (less required withholding
deductions including federal and state taxes and FICA) shall be
paid by the Company to Employee on March 14, 2008 (the
"Termination Date"). 

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

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

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

			
           
(c)        The Company shall
pay to the Employee within thirty (30) days of this Agreement
compensation for any accrued vacation unused by the Employee
prior to the date of this Agreement.

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

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

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

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

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

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

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

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

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

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

			
           
9.        
Non-Disparagement.  After the date of this Agreement,
Employee and Company shall each refrain from making any oral or
written statements to any person or entity that disparage or
place the other or any of their affiliates in a false or negative
light, except to the extent required by applicable law. 

			
           
10.      
Non-Admission.  Nothing in this Agreement
constitutes or shall be interpreted as any admission of liability
or wrongdoing on the part of either party. 

			
           
11.       Voluntary Action/Right
to Revoke.  Employee acknowledges and agrees that he is
entering into this Agreement knowingly and voluntarily, without
coercion or duress of any nature whatsoever and has entered into
this Agreement with full knowledge of its significance. 
Employee further acknowledges that he has been advised of his
right to seek advice and counsel from others, including an
attorney, before executing this Agreement and he waives the
twenty-one (21) day period to consider this Agreement. 
Employee further acknowledges that he has not relied upon any
representation or statement made by the Company, or its attorneys
or accountants with respect to the subject matter, basis or
effect of this Agreement.  Employee reserves the right to
revoke this Agreement until March 7, 2008 after which time this
Agreement may not be revoked by the Company or Employee, subject
to applicable law. 

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

			
           
13.      
Amendment/Waiver/Termination.  No modification,
termination or amendment of, or waiver under, this Agreement
shall be valid unless in writing and signed by Employee and a
duly authorized officer of the Company. 

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

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

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

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

			 

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

			Company:

			Integrity Mutual Funds, Inc.                                              Employee:

				
By:

	
 /s/ Vance A. Castleman

	
 

	
/s/ Mark R. Anderson


	
Its

	
Chairman, Compensation Committee

	
 

	
     Mark Anderson






		
			Exhibit A

Resignation as Director, Chief Executive Officer and
President

of Integrity Mutual Funds, Inc. 

			February 29,
2008 

			Integrity Mutual Funds, Inc.

1 Main Street North

 Minot, North Dakota 58703 

			Board of Directors: 

			
The undersigned hereby resigns as Director, Chief Executive
Officer and President of Integrity Mutual Funds, Inc., effective
February 29, 2008, pursuant to the terms and conditions of
that certain Separation Agreement by and between Integrity Mutual
Funds, Inc. and the undersigned dated as of February 29,
2008.  

			Very truly
yours, 

				
By:

	
/s/ Mark R. Anderson


	
 

	
Mark R. Anderson


	
 

	
Director, Chief Executive Officer and
President




			 

			Exhibit B

Resignation as Director, President and Treasurer

of Integrity Money Management, Inc. 

			February 29,
2008 

			Integrity Money Management, Inc.

1 Main Street North

 Minot, North Dakota 58703 

			Board of Directors: 

			
The undersigned hereby resigns as Director, President and
Treasurer of Integrity Money Management, Inc., effective
February 29, 2008, pursuant to the terms and conditions of
that certain Separation Agreement by and between Integrity Mutual
Funds, Inc. and the undersigned dated as of February 29,
2008.  

			Very truly
yours,  

				
By:

	
/s/ Mark R. Anderson


	
 

	
Mark R. Anderson


	
 

	
Director, President and Treasurer




			 

			Exhibit C

Resignation as Director, President and Treasurer

of Integrity Fund Services, Inc. 

			February 29,
2008 

			Integrity Fund Services, Inc.

1 Main Street North

 Minot, North Dakota 58703 

			Board of Directors: 

			
The undersigned hereby resigns as Director, President and
Treasurer of Integrity Fund Services, Inc., effective
February 29, 2008, pursuant to the terms and conditions of
that certain Separation Agreement by and between Integrity Mutual
Funds, Inc. and the undersigned dated as of February 29,
2008.  

			Very truly
yours,  

				
By:

	
 /s/ Mark R. Anderson


	
 

	
 Mark R. Anderson


	
 

	
 Director, President and Treasurer




			 

			Exhibit D

Resignation as Director and President

of Integrity Funds Distributor, Inc. 

			February 29,
2008

			Integrity Fund Services, Inc.

1 Main Street North

 Minot, North Dakota 58703 

			Board of Directors: 

			The undersigned
hereby resigns as Director and President of Integrity Funds
Distributor, Inc., effective February 29, 2008, pursuant to
the terms and conditions of that certain Separation Agreement by
and between Integrity Mutual Funds, Inc. and the undersigned
dated as of February 29, 2008.

			Very truly
yours,  

				
By:

	
 /s/ Mark R. Anderson


	
 

	
 Mark R. Anderson


	
 

	
 Director, President and Treasurer




			 

			Exhibit E

Resignation as President

of the Integrity Family of Mutual Funds 

			February 29,
2008 

			Integrity Family of Mutual Funds

1 Main Street North

Minot, North Dakota 58703 

			Board of Directors: 

			The undersigned
hereby resigns as President of the Integrity Family of Mutual
Funds, effective February 29, 2008, pursuant to the terms
and conditions of that certain Separation Agreement by and
between Integrity Mutual Funds, Inc. and the undersigned dated as
of February 29, 2008.  

			Very truly
yours,  

				
						By:

						
						 /s/ Mark R. Anderson

					
	
						 

						
						 Mark R. Anderson

					
	
						 

						
						 Director, President and Treasurer