300,000 SHARES OF COMMON STOCK

                         NORTHERN STAR FINANCIAL, INC.

                            MINIMUM: 50,000 Shares

                            MAXIMUM: 300,000 Shares



                            UNDERWRITING AGREEMENT



September 9, 2000



Berthel Fisher & Company Financial Services, Inc.

701 Tama Street, Bldg B

P.O. Box 609

Marion, IA 52302-0609





Gentlemen:



     1.   Introduction. Northern Star Financial, Inc., a Minnesota corporation

          ------------

(the "Company") proposes to issue and sell to the public a minimum of 50,000

(the "Minimum") and up to 300,000 (the "Maximum") of its authorized but unissued

common stock, $0.01 par value, at $10.50 per share (the "Common Stock"). Such

Minimum and Maximum number of its shares of Common Stock are collectively

referred to in this Agreement as the "Original Shares." The Company also

proposes to issue and sell to the public up to an additional 30,000 shares of

its Common Stock upon request of the Underwriter. Such additional number of

shares of Common Stock are referred to in this Agreement as the "Option Shares."

The Original Shares and Option Shares are referred to in this Agreement as the

"Shares."



     The Company hereby confirms its agreement with Berthel Fisher & Company

Financial Services, Inc., as underwriter (referred to as "you" or the

"Underwriter") to offer the Original Shares on a "best efforts" basis upon the

terms and conditions herein. The Shares are more fully described in the

Registration Statement and Prospectus hereinafter described.



     2.   Representations and Warranties of the Company. The Company hereby

          ---------------------------------------------

represents and warrants to, and agrees with, the Underwriter that:



     (a)  The Company has prepared and filed with the Securities and Exchange

     Commission (the "Commission") a Registration Statement on Form SB-2

     (Commission File No. 333-94189) with respect to the Shares including one or

     more forms of Preliminary Prospectus in conformity with the requirements of

     the Securities Act of 1933, as amended, and the rules and regulations of

     the Commission thereunder (collectively referred to as the "Act") in the

     form heretofore delivered to You; one or more amendments to such

     Registration Statement have been prepared and filed and the Company may

     prepare and file additional amendments. If the Company has elected not to

     rely on Rule 430A, the Company has prepared and will promptly file an

     amendment to the Registration Statement and an

<PAGE>



     amended prospectus (provided the Underwriter has consented to such filing).

     If the Company has elected to rely on Rule 430A, it will prepare and timely

     file a prospectus pursuant to Rule 424(b) that discloses the information

     previously omitted from the prospectus in reliance upon Rule 430A. Such

     Registration Statement, as amended, or supplemented, including all

     prospectuses included as a part thereof, financial schedules, exhibits, the

     information (if any) deemed to be a part thereof pursuant to Rules 430A and

     434 under the Act and any Registration Statement filed pursuant to Rule 462

     under the Act, is herein referred to as the "Registration Statement." The

     term "Prospectus" as used herein shall mean the final prospectus, as

     amended or supplemented, included as part of the Registration Statement

     filed with the Commission when it becomes effective; provided, however,

     that if a prospectus is filed by the Company pursuant to Rule 434 under the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC