1. Sale. Seller hereby sells to Buyer and Buyer hereby purchases from Seller, the shares, subject to the terms and conditions set forth below. Seller certifies that Seller is the sole owner of and has the right to sell the shares, subject to the provisions of the Company's Articles of Organization, Operating Agreement and Transfer System.

2. Purchase Price. Upon the execution of this Agreement by Buyer, Buyer shall pay the purchase price to First State Bank (the "Escrow Agent"), having its principal office located at PO Box 129, Wilmot, South Dakota 57279-0129, by check, bank money order or wire transfer of funds. The Escrow Agent shall deposit the funds in a non-interest bearing account until the sale transaction is finalized. If the sale transaction is not finalized, the Escrow Agent shall return to the Buyer the funds. If the sale transaction is finalized, the Escrow Agent shall release to the Seller the funds less any fees and expenses.

3. Payment and Other Obligations. Upon the execution of this Agreement by Buyer, Buyer shall deliver to First State Bank within seven days from the date of this Agreement i) the Buyer's check, bank money order, or complete the wire transfer, Buyer shall execute and return to Variable Investment Advisors, Inc. ("VIA") this Agreement within seven days from the date of this Agreement. Buyer and Seller agree that if either party fails to abide by the terms of this Agreement either party shall have any and all available remedies provided under law.

4. Closing Date. Upon finalization and the release of the funds by the Escrow Agent, all right, title, and interest of the Seller in the shares and all incidents of ownership thereof, shall be transferred to the Buyer and transferred on the books of said Company, effective upon the date of transfer. This transaction shall be subject to Company's Distributions and Allocations Policy in effect upon the date of this Agreement.

5. Binding Agreement. The Agreement shall be binding upon the parties, their heirs, successors, and assigns, and is governed by the laws of the State of South Dakota.

6. Unsolicited Order. Both Seller and Buyer acknowledge that they entered into this Agreement voluntarily and that VIA (AgStockTrade.com) has not solicited nor recommended the suitability of this transaction to either party.

7. Attorney's Fees. In the event that any action is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all sums that either party may be called upon to pay, a reasonable sum for the successful party's attorney's fees..

8. Escrow Agent Fees. The Buyer agrees to pay the Escrow Agent a fee of two and one half percent (2.5%) of the gross sales price or one hundred dollars ($100.00), which ever is greater, for the purchase of these capital units.

9. Authorization. Seller and Buyer hereby authorize Company to furnish to VIA information as is necessary to facilitate the transfer of the capital units.

10. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all such counterparts shall constitute one and the same instrument. As used herein, the term "counterparts" shall include full copies of this Agreement signed and delivered by facsimile transmission, as well as photocopies of such facsimile transmissions.