0000941158-97-000002 Sample Contracts

EXHIBIT DRAFT SELECTED DEALER AGREEMENT 3,000,000 SHARES ND Holdings, Inc. No Par Common Stock (Registration on Form S-1 File No. 333-11509)
Selected Dealer Agreement • January 29th, 1997 • Nd Holdings Inc • Security brokers, dealers & flotation companies

The Underwriter named in the prospectus mentioned below (the "Underwriter") has agreed, subject to the terms and conditions of the Underwriting Agreement (the "Underwriting Agreement"), to offer on "Best Efforts" basis no par common stock of ND Holdings, Inc. (the "Company"), at the price set forth on the cover of said prospectus, an aggregate of 3,000,000 Shares (the "Shares"). The Shares are more particularly described in the enclosed prospectus (the "Prospectus"), additional copies of which will be supplied in reasonable quantities upon request.

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EXHIBIT DRAFT
Underwriting Agreement • January 29th, 1997 • Nd Holdings Inc • Security brokers, dealers & flotation companies • North Dakota
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