EXHIBIT 13 PURCHASE AGREEMENT Integrity Small-Cap Fund of Funds, Inc. (the "Fund"), a corporation organized under the laws of the State of North Dakota which proposes to register under the Investment Company Act of 1940, and ND Capital, Inc....

EXHIBIT 13

                           PURCHASE AGREEMENT


   Integrity Small-Cap Fund of Funds, Inc. (the "Fund"), a corporation
organized under the laws of the State of North Dakota which proposes to
register under the Investment Company Act of 1940, and ND Capital, Inc.
("Capital"), a corporation organized under the laws of the State of North
Dakota which proposes to act as the Fund's principal underwriter, hereby
agree as follows:

   1.  The Fund offers Capital and Capital hereby purchases 10,000 shares of
the Fund, par value $.0001 (the "Shares"), for $10.00 per Share for the
aggregate purchase price of $100,000.

Capital represents and warrants to the Fund that the Shares are being acquired
for investment purposes without any present intention of redeeming or reselling
them.

   IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 15
day of September, 1998.


                              ND CAPITAL, INC.



                              By:  /Xxxxxx X. Xxxxxxx/
                              Xxxxxx X. Xxxxxxx
                              President

ATTEST:

/Xxxxx X. Xxxxx/
Xxxxx X. Xxxxx
Secretary

                              INTEGRITY SMALL-CAP FUND OF FUNDS, INC.



                              By:  /Xxxxxx X. Xxxxxxx/
                              Xxxxxx X. Xxxxxxx
                              President

ATTEST:

/Xxxxx X. Xxxxx/
Xxxxx X. Xxxxx
Secretary