SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
</Table>

INTEGRITY INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

(Integrity Logo)

1000 CODY ROAD
MOBILE, ALABAMA 36695

April 19, 2002

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
Integrity Incorporated, which will be held at the Adams Mark Hotel, 64 South
Water Street, Mobile, Alabama 36602, on Friday, May 24, 2002, at 2:00 p.m. local
time.

As explained in more detail in the accompanying Proxy Statement, in
addition to routine matters to be voted on at the Annual Meeting, we are excited
this year about the proposal to change our corporate name to "Integrity Media,
Inc." We believe that the new name more clearly reflects our expansion into
other forms of media, as evidenced by the establishment in 2001 of a new
subsidiary, Integrity Publishers, Inc., to produce, market and distribute
Christian books.

We look forward to your attendance at the Annual Meeting so that you can
vote your shares in person and become better acquainted with the members of
Integrity's Board of Directors and management team. Each of the items of
business which will be considered and voted upon this year is explained in the
accompanying Proxy Statement. Even if you are planning to attend the Annual
Meeting, please complete the enclosed proxy card and return it in the enclosed
envelope so that your shares may be voted. You will still be able to vote your
shares in person if you attend the Annual Meeting.

If you have any questions about the Proxy Statement or the 2001 Annual
Report, please contact Donald S. Ellington, Senior Vice President of Finance and
Administration, at (251) 633-9000.

Sincerely,

/s/ P. Michael Coleman

P. MICHAEL COLEMAN
Chairman, President and
Chief Executive Officer

INTEGRITY INCORPORATED
1000 CODY ROAD
MOBILE, ALABAMA 36695

NOTICE TO THE HOLDERS OF CLASS A AND CLASS B COMMON STOCK
OF THE 2002 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 24, 2002

Notice is hereby given to the holders of the $.01 par value per share
Class A common stock and the $.01 par value per share Class B common stock of
Integrity Incorporated ("Integrity") that the 2002 Annual Meeting of
Stockholders (the "Annual Meeting") will be held at the Adams Mark Hotel, 64
South Water Street, Mobile, Alabama 36602, on Friday, May 24, 2002, at 2:00
p.m., local time, to consider and vote upon the following proposals:

(i) To elect six directors to serve until the 2003 Annual Meeting of
Stockholders;

(ii) To amend Integrity's Certificate of Incorporation to change the
company's name to "Integrity Media, Inc.";

(iii) To approve the Integrity Incorporated 2001 Long-Term Incentive Plan;

(iv) To approve the Integrity Incorporated 2002 Stock Option Plan for
Outside Directors;

(v) To ratify the selection of PricewaterhouseCoopers LLP as independent
auditors for the fiscal year ending December 31, 2002; and

(vi) To transact such other business as may properly come before the
Annual Meeting or any adjournments thereof.

Only those stockholders of record at the close of business on March 25,
2002, are entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof. A complete list of stockholders entitled to vote at the
Annual Meeting will be maintained at Integrity's headquarters at 1000 Cody Road,
Mobile, Alabama 36695 prior to the Annual Meeting, and will also be available at
the Annual Meeting.

By Order of the Board of Directors,

/s/ Donald S. Ellington
DONALD S. ELLINGTON
Senior Vice President of
Finance and Administration

April 19, 2002

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE ENCLOSED BUSINESS
REPLY ENVELOPE. IF YOU ATTEND THE ANNUAL MEETING YOU MAY, IF YOU WISH, WITHDRAW
YOUR PROXY AND VOTE YOUR SHARES IN PERSON.

INTEGRITY INCORPORATED
1000 CODY ROAD
MOBILE, ALABAMA 36695

APRIL 19, 2002

PROXY STATEMENT
FOR CLASS A COMMON STOCK
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 24, 2002

INTRODUCTION

This Proxy Statement is being furnished to holders of the $.01 par value
per share Class A common stock ("Class A Common Stock") of Integrity
Incorporated, a Delaware corporation ("Integrity"), in connection with the
solicitation of proxies by Integrity's Board of Directors for use at the 2002
Annual Meeting of Stockholders (the "Annual Meeting") to be held at 2:00 p.m.,
local time, at the Adams Mark Hotel, 64 South Water Street, Mobile, Alabama
36602, on Friday, May 24, 2002, and at any adjournments thereof (the "Annual
Meeting").

The Annual Meeting will be held to consider and vote upon the following
proposals: (i) to elect six directors to serve until the 2003 Annual Meeting of
Stockholders and until their successors are elected and qualified; (ii) to amend
Integrity's Certificate of Incorporation to change the company's name to
"Integrity Media, Inc."; (iii) to approve the Integrity Incorporated 2001 Long-
Term Incentive Plan; (iv) to approve the Integrity Incorporated 2002 Stock
Option Plan for Outside Directors; (v) to ratify the selection of
PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending
December 31, 2002; and (vi) to transact such other business as may properly come
before the Annual Meeting or any adjournments thereof.

Integrity's mailing address and the location of its principal executive
offices is 1000 Cody Road, Mobile, Alabama 36695. This Proxy Statement and the
accompanying proxy card are first being mailed to stockholders of Integrity on
or about April 19, 2002.

STOCKHOLDERS ENTITLED TO VOTE

Only stockholders of record of Integrity at the close of business on March
25, 2002 will be entitled to notice of, and to vote at, the Annual Meeting. On
the record date, there were 2,301,000 shares of the Class A Common Stock issued
and outstanding held by approximately 114 holders of record with approximately
2,000 beneficial owners. In addition, there were 3,435,000 shares of Integrity's
$.01 par value per share Class B common stock ("Class B Common Stock") issued
and outstanding held by three (3) holders of record. Integrity's stock transfer
books will not be closed in connection with the Annual Meeting and shares may be
transferred subsequent to the record date. However, all votes must be cast in
the names of stockholders of record as of the record date.

Pursuant to Integrity's Certificate of Incorporation, holders of record of
Class A Common Stock are entitled to one vote per share, and holders of record
of Class B Common Stock are entitled to ten votes per share on any matter that
may properly come before the Annual Meeting. All actions submitted to a vote of
stockholders at the Annual Meeting will be voted on by the holders of Class A
Common Stock and Class B Common Stock voting together as a single class.

QUORUM AND VOTING REQUIREMENTS

Pursuant to Integrity's Bylaws, the holders of shares of the Class A
Common Stock and Class B Common Stock entitled to cast a majority of the votes
on the matters at issue at the Annual Meeting, present in person or by proxy,
shall constitute a quorum. For the purpose of determining the presence of a
quorum, abstentions, votes withheld from any nominee and broker non-votes will
be counted as present. Broker non-votes are votes that brokers holding shares of
record for their customers are not permitted to cast on certain proposals under
applicable stock exchange rules because the brokers have not received specific
instructions from their customers as to how to vote and as to which the brokers
have advised Integrity that they lack voting authority.

Proposal I, the election of six directors, requires the affirmative vote
of a plurality of the votes of the shares of Class A Common Stock and Class B
Common Stock present in person or represented by proxy at the meeting and
entitled to vote on the election of directors, voting together as a single
class, provided a quorum is present. Stockholders may (1) vote "for" all six
nominees, (2) "withhold authority" to vote for all such nominees, or (3)
"withhold authority" to vote for any individual nominee or nominees but vote for
all other nominees. Because directors are elected by a plurality, withholding
authority to vote with respect to one or more nominees will have no effect on
the outcome of the election of directors.

Proposal II, the amendment to Integrity's Certificate of Incorporation to
change the company name to "Integrity Media, Inc.," requires the affirmative
vote of a majority of the voting power of all the shares of Class A Common Stock
and Class B Common Stock entitled to vote generally in the election of
directors, voting together as a single class, provided a quorum is present.
Stockholders may (1) vote "for," (2) vote "against," or (3) "abstain" from
voting on the proposal. An abstention will have the same effect as a vote
"against" the amendment to Integrity's Certificate of Incorporation.

Proposal III, approval of the Integrity Incorporated 2001 Long-Term
Incentive Plan, requires the affirmative vote of the majority of the shares of
Class A Common Stock and Class B Common Stock present in person or represented
by proxy at the meeting and entitled to vote on the subject matter, provided a
quorum is present. Stockholders may (1) vote "for," (2) vote "against," or (3)
"abstain" from voting on the proposal. An abstention will have the same effect
as a vote "against," while broker non-votes will not be considered "entitled to
vote" and thus will have no effect on the outcome of the vote.

Proposal IV, approval of the Integrity Incorporated 2002 Stock Option Plan
for Outside Directors, requires the affirmative vote of the majority of the
shares of Class A Common Stock and Class B Common Stock present in person or
represented by proxy at the meeting and entitled to vote on the subject matter,
provided a quorum is present. Stockholders may (1) vote "for," (2) vote
"against," or (3) "abstain" from voting on the proposal. An abstention will have
the same effect as a vote "against," while broker non-votes will not be
considered "entitled to vote" and thus will have no effect on the outcome of the
vote.

Proposal V, the ratification of selection of auditors, requires the
affirmative vote of the majority of the shares of Class A Common Stock and Class
B Common Stock present in person or represented by proxy at the meeting and
entitled to vote on the subject matter, provided a quorum is present.
Stockholders may (1) vote "for," (2) vote "against," or (3) "abstain" from
voting on the proposal. An abstention will have the same effect as a vote
"against" the ratification of selection of auditors.

PROXIES

The proxy card accompanying this Proxy Statement is for use at the Annual
Meeting if a stockholder is unable to attend or is able to attend but does not
wish to vote in person. Stockholders should specify their choices with regard to
each proposal on the enclosed proxy card. All properly
2

executed and dated proxy cards delivered by stockholders to Integrity in time to
be voted at the Annual Meeting and not revoked will be voted at the Annual
Meeting in accordance with the instructions given thereon. If no specific
instructions are given, the shares represented by a signed and dated proxy card
will be voted (i) for the election of all director nominees, (ii) for the
amendment to Integrity's Certificate of Incorporation, (iii) for the approval of
the Integrity Incorporated 2001 Long-Term Incentive Plan, (iv) for the approval
of the Integrity Incorporated 2002 Stock Option Plan for Outside Directors, and
(v) for ratification of PricewaterhouseCoopers LLP as independent auditors for
the fiscal year ending December 31, 2002.

The Board of Directors is not aware of any other business to be presented
for a vote of the stockholders at the Annual Meeting. As permitted by Rule
14a-4(c) under the Securities Exchange Act of 1934, as amended, the persons
named as proxies on the proxy cards will have discretionary authority to vote in
their judgment on any proposals presented by stockholders for consideration at
the Annual Meeting that were submitted to Integrity after February 27, 2002,
upon the election of any person as a director if a director nominee is unable to
serve or for good cause will not serve, on matters incident to the conduct of
the Annual Meeting and on any other matters enumerated in Rule 14a-4(c).

REVOCATION OF PROXIES

The giving of a proxy does not affect the stockholder's right to vote in
person should the stockholder attend the Annual Meeting. Any stockholder that
has given a proxy has the power to revoke it at any time before it is voted by
giving written notice of revocation to Donald S. Ellington, Integrity's Senior
Vice President of Finance and Administration, at 1000 Cody Road, Mobile, Alabama
36695, by executing and delivering to Mr. Ellington a proxy card bearing a later
date, or by voting in person at the Annual Meeting. However, a stockholder that
holds shares in "street name" may not vote such shares in person at the Annual
Meeting unless he brings with him a legal proxy from the stockholders of record.
If a stockholder is not attending the Annual Meeting, any proxy card or notice
should be returned in time for receipt no later than the close of business on
the date preceding the Annual Meeting.

PROPOSAL I

ELECTION OF DIRECTORS

Integrity's Bylaws provide that its Board of Directors shall consist of
not less than three, nor more than twelve, individuals, with the exact number of
directors determined by a resolution of the Board of Directors. Pursuant to
Integrity's Bylaws, its Board of Directors has set the number of directors at
six and has nominated the following individuals for election as directors:

P. Michael Coleman
Jean C. Coleman
William A. Jolly
Charles V. Simpson
Heeth Varnedoe III
Jimmy M. Woodward

Each director will be elected to serve for a one year term ending at the
2003 Annual Meeting of Stockholders and until his or her successor is duly
elected and qualified or until his or her earlier resignation or removal. The
persons designated as proxies intend to vote the shares represented thereby in
favor of the election to the Board of Directors of the nominees whose names
appear above, unless either authority to vote for any or all of the nominees is
withheld or such proxy has previously been revoked. Each nominee has consented
to being named in this Proxy Statement and to serve if

elected. All nominees are currently directors of Integrity. In the event that a
nominee is unable to serve (which is not anticipated), the persons designated as
proxies will cast votes for the remaining nominees and for such other person as
they may select. Integrity anticipates that stockholders of Integrity who are
members of management will vote for the election of the nominees.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
NOMINEES FOR ELECTION AS DIRECTORS. IF A CHOICE IS SPECIFIED ON THE PROXY BY THE
STOCKHOLDER, THE SHARES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE,
THE SHARES WILL BE VOTED FOR THE NOMINEES. THE AFFIRMATIVE VOTE OF A PLURALITY
OF THE VOTES OF THE SHARES OF CLASS A COMMON STOCK AND CLASS B COMMON STOCK
PRESENT IN PERSON OR REPRESENTED BY PROXY AT THE MEETING AND ENTITLED TO VOTE ON
THE ELECTION OF DIRECTORS, VOTING TOGETHER AS A SINGLE CLASS, PROVIDED A QUORUM
IS PRESENT, IS REQUIRED FOR THE ELECTION OF THE NOMINEES.

CERTAIN INFORMATION CONCERNING NOMINEES

The following table sets forth the names of the nominees for election as
directors, their ages, the year in which they were first elected as a member of
Integrity's Board of Directors, their positions with Integrity, their principal
occupations and employers for at least the last five years, and any other
directorships held by them in certain other companies. For information
concerning the directors' membership on committees of the Board of Directors,
see "Meetings of the Board of Directors and Committees" below. For information
concerning directors' ownership of shares of Integrity's common stock, see
"Beneficial Owners of More Than Five Percent of Integrity's Common Stock; Shares
Held by Directors and Executive Officers" below.

<Table>
<Caption>
NAME AND YEAR FIRST POSITIONS WITH INTEGRITY, PRINCIPAL OCCUPATIONS DURING AT
ELECTED DIRECTOR AGE LEAST THE PAST FIVE YEARS, AND OTHER DIRECTORSHIPS
- ------------------- --- ---------------------------------------------------------

P. Michael Coleman 48 Mr. Coleman co-founded Integrity in 1987 when he and a
(1987) partner purchased the music operations of Integrity
Communications, Inc. from Charles Simpson Ministries,
Inc. He has served as Chairman, President and the Chief
Executive Officer of Integrity since 1987. Prior to 1987,
Mr. Coleman served as president of several different
organizations in the Christian communications industry.
In December 1999, Mr. Coleman earned a Master of Business
Administration degree for global executives from Duke
University.

Jean C. Coleman 55 Mrs. Coleman has extensive experience in Christian
(1993) ministry and speaks regularly to Christian women's
groups. She is a full-time homemaker in Mobile, Alabama
and is the wife of P. Michael Coleman.

William A. Jolly 47 Mr. Jolly has been a partner of Fine Equities, Inc. since
(2001) 1996. Fine Equities, Inc. is a boutique investment bank
that specializes in financing consumer product, biotech
and medical device companies, investment advisory
services and corporate restructurings. From 1994-1996 Mr.
Jolly was the Vice President of Worldwide Consumer
Products Asia-Pacific Region for Scott Worldwide, Inc.
Prior to working with Scott Worldwide, Inc., Mr. Jolly
worked for Procter & Gamble, most recently as the
President Director of its operations in Indonesia. Mr.
Jolly received a Masters of Business Administration from
the University of North Carolina at Chapel Hill, North
Carolina and graduated from Duke University with a
Bachelors Degree in Management Sciences and French
Literature.
</Table>

Charles V. Simpson 64 Reverend Simpson is the retired Senior Pastor of the
(1987) Covenant Church of Mobile, where he previously served
from 1973 to 1987 and then from 1992 to 1999. Reverend
Simpson is Chairman of Charles Simpson Ministries, which
publishes Christian Conquest magazine, The Covenant and
the Kingdom Curriculum and a monthly pastoral letter.

Heeth Varnedoe III 65 Mr. Varnedoe was President and Chief Operating Officer
(1993) from 1986 to 1997 of Flowers Industries Inc., a
publicly-traded company which produces bread and other
baked products. Mr. Varnedoe retired from Flowers
Industries in 1997.

Jimmy M. Woodward 41 Mr. Woodward currently serves as Vice President and Chief
(1999) Financial Officer of Flowers Foods Inc. and has held that
position since March 26, 2001. Prior thereto, he was Vice
President and Chief Financial Officer of Flowers
Industries since 1997. Mr. Woodward joined Flowers
Industries in 1985 as Tax Accounting Manager and served
as Assistant Treasurer from 1990 to 1997. Mr. Woodward is
a former director of Keebler Foods Company.
</Table>

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

Board of Directors. The property, affairs and business of Integrity are
under the general management of its Board of Directors as provided by the laws
of Delaware and the Bylaws. The Board of Directors held seven meetings during
2001. Each director, during the period he or she was a director, attended at
least 75% of the meetings of the Board of Directors. Integrity has standing
Audit and Compensation Committees of its Board of Directors. Integrity does not
have a standing Nominating Committee of its Board of Directors.

Audit Committee. The Audit Committee is currently composed of three
members who are independent within the meaning of Nasdaq listing standards and
who are otherwise qualified to serve on the Audit Committee under those
standards. The members of the Audit Committee are Jimmy M. Woodward (Chairman),
Heeth Varnedoe III and William A. Jolly.

The Audit Committee oversees management's conduct of the financial
reporting process, the system of financial and administrative controls and the
annual independent audit of Integrity's financial statements. In addition, the
Audit Committee makes recommendations to the Board of Directors regarding
Integrity's employment of independent auditors, reviews the independence of such
auditors, approves the scope of the annual activities of the independent
auditors and reviews audit results. The Audit Committee held three meetings
during 2001. The Board of Directors has adopted a written charter for the Audit
Committee. See also "Audit Committee Report" below.

Compensation Committee. The members of the Compensation Committee are
Heeth Varnedoe III (Chairman), Jimmy M. Woodward and William A. Jolly. The
function of the Compensation Committee is to review and approve the compensation
of executive officers and establish targets and incentive awards under
Integrity's incentive compensation plans. The Compensation Committee held seven
meetings during 2001.

Each member of a committee, during the period he or she was a committee
member, attended at least 75% of the meetings of each committee on which he or
she served.

COMPENSATION OF DIRECTORS

Integrity pays a fee of $1,500 for each Board and committee meeting
attended by its directors who are not employees of Integrity, former employees
of Integrity or members of the immediate family of a current or former employee
of Integrity. Integrity also reimburses the directors for travel expenses
incurred in connection with their activities on behalf of Integrity. Effective
May 1, 2002, each member of the Board will be paid an annual retainer of $12,000
(or $1,000 per month), plus $1,000 for each Board meeting attended and $500 for
each Committee meeting attended.

Pursuant to the Integrity Incorporated 1994 Stock Option Plan for Outside
Directors (the "Director Plan"), each director (other than employees, former
employees or immediate family members of current or former employees)
automatically receives, on the day following each annual meeting of
stockholders, a grant of options to purchase 1,000 shares of Class A Common
Stock. Such options have an exercise price equal to 100% of the fair market
value of the Class A Common Stock at the date of grant of the option.

In the event that the Integrity Incorporated 2002 Stock Option Plan for
Outside Directors is adopted at the Annual Meeting, the 2002 Stock Option Plan
for Outside Directors will replace the Director Plan, and no further awards will
be made under the Director Plan. For a summary of the principal terms of the
2002 Stock Option Plan for Outside Directors, please refer to "PROPOSAL IV,
APPROVAL OF THE INTEGRITY INCORPORATED 2002 STOCK OPTION PLAN FOR OUTSIDE
DIRECTORS."

AUDIT COMMITTEE REPORT

Dated March 18, 2002

The Audit Committee is currently composed of three directors who are
independent within the meaning of Nasdaq listing standards and who are otherwise
qualified to serve on the Audit Committee under those standards.

Integrity's management is responsible for the company's internal controls
and financial reporting process. Integrity's independent accountants are
responsible for performing an independent audit of Integrity's consolidated
financial statements in accordance with generally accepted accounting standards
and to issue a report thereon. The Audit Committee's responsibility is to
monitor and oversee these processes. The Audit Committee's responsibilities are
detailed in the Audit Committee Charter. It is not the duty of the Audit
Committee to plan or conduct audits or to determine that Integrity's financial
statements are complete and accurate and in accordance with generally accepted
accounting principles. These are the responsibility of management and the
independent auditors.

In this context, the Audit Committee has met and held discussions with
management and the independent auditors. In particular,

(1) The Audit Committee has reviewed and discussed Integrity's audited
financial statements for the fiscal year ended December 31, 2001 with
management and Integrity's independent auditors,
PricewaterhouseCoopers LLP;

(2) The Audit Committee has discussed with PricewaterhouseCoopers LLP the
matters required to be discussed by Statement on Auditing Standards
No. 61, Communications with Audit Committees, as amended; and

(3) The Audit Committee received written disclosures from
PricewaterhouseCoopers LLP regarding their independence in a form
required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees, as amended, and discussed with
PricewaterhouseCoopers LLP their independence.

The Audit Committee has also considered whether the provision of services
by PricewaterhouseCoopers LLP not related to the audit of Integrity's financial
statements for the fiscal year ended December 31, 2001 or the review of
Integrity's interim financial statements included in Integrity's Forms 10-Q for
the quarters ended March 31, June 30, and September 30, 2001 is compatible with
maintaining PricewaterhouseCoopers LLP's independence.

Based on such review and discussion, the Audit Committee recommended to
the Board of Directors that Integrity's audited financial statements for the
year ended December 31, 2001 be included in its Annual Report on Form 10-K for
the year ended December 31, 2001.

AUDIT COMMITTEE
Jimmy M. Woodward, Chairman
Heeth Varnedoe III
William A. Jolly

BENEFICIAL OWNERS OF MORE THAN FIVE PERCENT OF INTEGRITY'S COMMON STOCK; SHARES
HELD BY DIRECTORS AND EXECUTIVE OFFICERS

On December 31, 2001, there were 2,301,000 shares of Class A Common Stock
issued and outstanding and 3,435,000 shares of Class B Common Stock issued and
outstanding. The percentages shown in the following table are based on the total
number of shares of Integrity's Class A Common Stock and Class B Common Stock
outstanding as of that date.

Based solely upon information made available to Integrity and except where
noted, the following table sets forth certain information with respect to the
beneficial ownership of Class A Common Stock and Class B Common Stock as of
December 31, 2001, by (i) each person who is known by Integrity to beneficially
own more than five percent of either Class A Common Stock or Class B Common
Stock; (ii) each nominee for director of Integrity; (iii) each of the Named
Executive Officers (as defined under "Executive Compensation" below); and (iv)
all officers and directors as a group.

<Table>
<Caption>
SHARES OF CLASS A SHARES OF CLASS B
COMMON STOCK COMMON STOCK
-------------------------------- -------------------------------- PERCENTAGE OF
NAME AND ADDRESS SHARES BENEFICIALLY SHARES BENEFICIALLY CLASS A AND CLASS B
OF BENEFICIAL OWNER(1) OWNED(2) PERCENTAGE OWNED(2) PERCENTAGE COMMON STOCK
- ---------------------- ------------------- ---------- ------------------- ---------- -------------------

Financial & Investment 254,171 11.0% -- -- 4.4%
Management Group, Ltd.(3)
417 St. Joseph Street
P.O. Box 40
Suttons Bay, MI 49682

The Coleman Limited -- -- 223,021 6.5% 3.9%
Partnership(4)
c/o Mr P. Michael Coleman

The Coleman Charitable 5,000 * -- -- *
Foundation(5)

P. Michael Coleman(6) 100 * 3,003,346 87.4% 52.4%
Jean C. Coleman -- -- 208,633 6.1% 3.6%
Jimmy M. Woodward(7) 4,000 * -- -- *
Charles V. Simpson 500 * -- -- *
Heeth Varnedoe III(8) 5,500 * -- -- *
Jerry W. Weimer(9) 163,000 7.1% -- -- 2.8%
Donald J. Moen(10) 75,178 3.3% -- -- 1.3%
Daniel D. McGuffey(11) 39,000 1.7% -- -- *
Keith J. Manwaring(12) 23,200 1.0% -- -- *
Chris E. Thomason(13) 10,600 * -- -- *
Robert E. Rist(14) 22,297 1.0% -- -- *
Donald S. Ellington(15) 4,000 * -- -- *
William A. Jolly(16) 1,000 * -- -- *
All executive officers and 353,375 15.4% 3,435,000 100.0% 66.0%
directors as a group
(13 persons)(17)
</Table>

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

* Less than 1%.
(1) Except as indicated, the address of each executive officer and director
is 1000 Cody Road, Mobile, Alabama 36695.
(2) Beneficial ownership is determined in accordance with Rule 13d-3 of the
Securities Exchange Act. A person is deemed to be the beneficial owner of
shares of common stock if such person has or shares voting or investment
power with respect to such common stock, or has the right to acquire
beneficial ownership at any time within 60 days. As used herein, "voting
power" is the power to vote or direct the voting of shares and
"investment power" is the power to dispose or direct the disposition of
shares.
(3) Based on information from a Schedule 13G dated February 13, 2002.
Financial & Investment and Management Group has sole voting and
dispositive power over 254,171 shares owned by its investment advisory
clients. The address for Financial & Investment Management Group is 417
St. Joseph Street, P.O. Box 40, Suttons Bay, MI 49682.
(4) P. Michael Coleman is the General Partner of the Coleman Limited
Partnership and has sole voting and dispositive power over 223,021 shares
of Class B Common Stock.
(5) Includes 5,000 shares held by The Coleman Charitable Foundation over
which Mr. Coleman as Chairman has shared voting and dispositive power.
(6) Includes 100 shares of Class A Common Stock and 3,003,346 shares of Class
B Common Stock owned by Mr. Coleman.
(7) Includes options to purchase 3,000 shares of Class A Common Stock, which
are immediately exercisable.
(8) Includes options to purchase 1,000 shares of Class A Common Stock, which
are immediately exercisable.
(9) Includes options to purchase 160,000 shares of Class A Common Stock,
140,000 of which are immediately exercisable and 20,000 of which are
exercisable beginning in February 2002.
(10) Includes options to purchase 67,778 shares of Class A Common Stock,
65,833 of which are immediately exercisable and 1,945 of which are
exercisable beginning in February 2002.
(11) Includes options to purchase 39,000 shares of Class A Common Stock, which
are immediately exercisable.
(12) Includes options to purchase 18,200 shares of Class A Common Stock,
13,200 of which are immediately exercisable and 5,000 of which are
exercisable beginning in February 2002.
(13) Includes options to purchase 10,600 shares of Class A Common Stock, which
are immediately exercisable.
(14) Includes options to purchase 16,000 shares of Class A Common Stock, which
are immediately exercisable.
(15) Includes options to purchase 4,000 shares of Class A Common Stock, which
are immediately exercisable.
(16) Includes options to purchase 1,000 shares of Class A Common Stock, which
are immediately exercisable.
(17) Includes options to purchase 320,578 shares of Class A Common Stock,
which are immediately exercisable.

EXECUTIVE OFFICERS OF INTEGRITY

Except for Mr. Coleman, who serves as Integrity's Chairman, President and
Chief Executive Officer and who is discussed above, the following table sets
forth the names of the executive officers of Integrity, their ages, their
positions with Integrity and their principal occupations and employers for at
least the last five years. For information concerning executive officers'
ownership of common stock, see "Beneficial Owners of More Than Five Percent of
Integrity's Common Stock; Shares Held by Directors and Executive Officers."

<Table>
<Caption>
POSITIONS WITH INTEGRITY AND PRINCIPAL
NAME AGE OCCUPATIONS DURING AT LEAST THE PAST FIVE YEARS
- ---- --- -----------------------------------------------

Jerry W. Weimer Executive 54 Mr. Weimer joined Integrity in March 1996 as
Vice President and Chief Executive Vice President and Chief Operating
Operating Officer Officer. In this position, Mr. Weimer manages and
oversees Integrity's day-to-day operations in all
areas except finance, administration and book
publishing. Mr. Weimer's previous experience
includes more than 15 years in the music industry.
From 1992 to 1996, he held the position of Executive
Vice President of Word, Inc., the former Christian
music division of Thomas Nelson, Inc., and prior to
1991 he was President of the Gaither Management
Group, which is involved in Christian music
publishing. In December 2001, Mr. Weimer was
appointed President and Chief Operating Officer of
Integrity Music, Inc., the music division of
Integrity. He continues to be Executive Vice
President and Chief Operating Officer of the parent
company, Integrity Incorporated.

Donald S. Ellington Senior 46 Mr. Ellington joined Integrity in May 2000 as Senior
Vice President of Finance Vice President of Finance and Administration and its
and Administration chief financial officer. Mr. Ellington's
responsibilities include management of the
accounting department and all aspects of internal
and external financial reporting. He is also
responsible for the administrative functions of
Integrity, including risk management and human
resources. From August 1998 to May 2000, Mr.
Ellington was the Chief Operating Officer for Ray
Wallace and Associates, and from August 1994 to
August 1998, he was Corporate Controller for
Bio-Lab, Inc. a wholly-owned subsidiary of Great
Lakes Chemical Corporation.
</Table>

<Table>
<Caption>
POSITIONS WITH INTEGRITY AND PRINCIPAL
NAME AGE OCCUPATIONS DURING AT LEAST THE PAST FIVE YEARS
- ---- --- -----------------------------------------------

Donald J. Moen Executive 51 Mr. Moen joined Integrity as Creative/Product
Vice President and Creative Director in February 1988 and is currently Executive
Director Vice President and Creative Director. In this
position, Mr. Moen provides creative direction and
oversight to the product creation process. Also, as
an artist and songwriter, Mr. Moen has completed
numerous recordings for Integrity and has been a
worship leader for the Hosanna! Music series. In
1994, Integrity's musical "God With Us," for which
Mr. Moen was the key creative director, won a Dove
Award for best musical. In 1993, he was a Dove Award
nominee for his recording "Worship with Don Moen,"
and in 1992, he was a nominee for his song "God Will
Make a Way."

Keith J. Manwaring Senior 55 Mr. Manwaring joined Integrity in November 1990 as
Vice President and Managing the Managing Director of Integrity's Australian
Director of Integrity subsidiary. In February 1992, Mr. Manwaring
International Group transferred to Integrity's headquarters in Mobile,
Alabama where he assumed the position of Vice
President, International, Church Resources and
Special Sales. In September 1995, certain areas of
Integrity were restructured and Mr. Manwaring became
solely responsible for international sales as Senior
Vice President, International. In December 1996, Mr.
Manwaring's title was changed to Senior Vice
President and Managing Director of Integrity
International Group to reflect his management
responsibilities for all international activities
including oversight of all of Integrity's
international subsidiaries.

Daniel D. McGuffey Senior 48 Mr. McGuffey joined Integrity in January 1997 as
Vice President and Chief Senior Vice President, General Manager of the
Marketing Officer Integrity Label Group. In August 1999, Mr. McGuffey
was promoted to his current position of Senior Vice
President and Chief Marketing Officer. In this
position, he is responsible for U.S. consumer
marketing, sales, direct response, Internet, general
market, creative services and special markets. Prior
to joining Integrity, Mr. McGuffey was Vice
President of Marketing and Sales for Star Song
Communications, a Christian music publisher, from
1992 to December 1996, where he was instrumental in
the marketing and sales development of over 30
artists and labels. He also held the position of
Vice President of Marketing and Sales for Reunion
Records from 1991 to 1992 and began his career in
the music industry in 1980 with the Sparrow
Corporation, a Christian music publisher, where he
served as Vice President, Sales, from 1986 through
1991.
</Table>

<Table>
<Caption>
POSITIONS WITH INTEGRITY AND PRINCIPAL
NAME AGE OCCUPATIONS DURING AT LEAST THE PAST FIVE YEARS
- ---- --- -----------------------------------------------

Chris E. Thomason Senior 39 Mr. Thomason joined Integrity in 1992 as an
Vice President of the Assistant Manager of Song Development. He then moved
Creative Group to Assistant Artists and Repertoire ("A&R") Manager
and then to Director of A&R. He was promoted to Vice
President of Creative in 1997. In January 2001, he
was promoted to his current position of Senior Vice
President of the Creative Group where he executive
produces and oversees product development, song
development, studios, music production and all A&R
functions. Prior to joining Integrity, Mr. Thomason
was employed by Gold Mine Studios and co-owned
Duckworth Studios.

Robert G. Rist 55 Mr. Rist joined Integrity on March 31, 1997, as Vice
Senior Vice President, President, Church Resources. In January 2001, he was
Church Resources and promoted to his current position of Senior Vice
Music Publishing President, Church Resources and Music Publishing.
The Church Resources division of Integrity
specializes in providing material to be used by
local congregations specifically in the area of
worship. The Music Publishing division manages
Integrity's copyrights and other intellectual
properties, royalties administration and product
administration. Prior to joining Integrity, Mr. Rist
served as President of Warner Press in Anderson,
Indiana, for seven years and prior to that in
various positions at Alexandria House, Inc., a music
distribution company in Alexandria, Indiana for 14
years.

Byron Williamson President 56 Mr. Williamson joined Integrity on June 1, 2001, as
and Chief Executive Officer President and Chief Executive Officer of Integrity
of Integrity Publishers, Publishers, Inc., a subsidiary created by Integrity
Inc., Integrity's book for the purpose of developing and publishing
publishing subsidiary Christian books. Prior to joining Integrity, Mr.
Williamson held various key positions in the
Christian publishing industry. From 1989 to 1998, he
led Word Publishing, becoming its President in 1992
when it was acquired by Thomas Nelson, Inc. From
1995 until 1998, he served as President of the newly
consolidated Thomas Nelson/Word Publishing, which
had become the tenth-largest general trade publisher
in the United States. From 1977 to 1988, he was
employed by Sweet/Worthy Publishing, where he was
named President in 1985. Word, Inc. acquired this
Ft. Worth-based publisher of educational and
training materials, children's books and
commercially successful Bible translations in late
1988.
</Table>

<Table>
<Caption>
POSITIONS WITH INTEGRITY AND PRINCIPAL
NAME AGE OCCUPATIONS DURING AT LEAST THE PAST FIVE YEARS
- ---- --- -----------------------------------------------

Joseph Paul 56 Mr. Paul joined Integrity on July 21, 2001, as
Senior Vice President and Senior Vice President and Publisher of Integrity's
Publisher of Integrity book publishing subsidiary, Integrity Publishers,
Publishers, Inc., Inc., where he heads the acquisition and editorial
Integrity's book publishing development of all book products. He is a highly
subsidiary respected editor and product development expert,
with over 30 years of experience in the Christian
publishing industry. Prior to joining Integrity, Mr.
Paul was employed by Word Publishing in several key
positions. In 1988, he was named Vice President and
Associate Publisher and in 1998, he was promoted to
his most recent position with Word Publishing,
Senior Vice President and Editor-In-Chief. In this
position, he worked closely with some of the most
successful authors in the Christian publishing
industry.

Robert Birkhead 41 Mr. Birkhead joined Integrity on September 24, 2001,
Senior Vice President of as Senior Vice President of Marketing for Integrity
Marketing of Integrity Publishers, Inc., Integrity's book publishing
Publishers, Inc., subsidiary. He began his Christian publishing career
Integrity's book publishing in 1988 with Word Publishing as Director of
subsidiary Advertising. In 1991, he moved to the Christian
music industry where he applied his talents to
advancing the careers of some of today's best-known
Christian music artists. In 1996, he returned to the
Christian publishing industry with Thomas Nelson and
Word Publishing as Senior Vice President of
Marketing, where he developed major marketing plans
for numerous Christian authors.
</Table>

EXECUTIVE COMPENSATION

The following table presents certain summary information concerning
compensation paid or accrued by Integrity for services rendered in all
capacities during the fiscal years ended December 31, 1999, 2000 and 2001 for
(i) the President and Chief Executive Officer of Integrity; and (ii) the four
other most highly compensated executive officers of Integrity whose total salary
and bonus exceeded $100,000 (determined as of December 31, 2001) (collectively,
the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

<Table>
<Caption>
LONG TERM COMPENSATION
---------------------------------------
ANNUAL COMPENSATION AWARDS
------------------------- -------------------------- PAYOUTS
SECURITIES ----------
NAME AND RESTRICTED UNDERLYING LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS STOCK AWARDS OPTIONS/SAR PAYOUTS(1) COMPENSATION
- ------------------ ---- -------- ------- ------------ ----------- ---------- ------------
($) ($) ($) (#) ($) ($)

P. Michael Coleman 2001 $322,361 400,226 -- -- -- $ 4,043(2)
Chairman, President and 2000 311,460 -- -- -- -- 4,043(2)
Chief Executive Officer 1999 296,884 75,232 -- -- -- 19,043(2)

Jerry W. Weimer 2001 241,552 253,303 -- -- -- 3,988(3)
Executive Vice 2000 223,266 -- -- -- -- 3,635(3)
President and 1999 204,139 71,500 375,000 100,000 -- 18,634(3)
Chief Operating Officer

Donald J. Moen 2001 170,775 124,446 -- -- -- 7,490(4)
Executive Vice 2000 165,039 13,760 -- 40,278 $35,360 7,439(4)
President and 1999 137,662 32,916 -- -- -- 7,189(4)
Creative Director

Daniel D. McGuffey 2001 171,702 227,511 377,000 50,000 -- 21,441(5)
Senior Vice 2000 161,709 106,255 -- -- -- 18,946(5)
President and 1999 131,659 80,190 -- 50,000 -- 18,880(5)
Chief Marketing Officer

Donald S. Ellington 2001 122,800 108,494 -- -- -- 5,612(6)
Senior Vice President 2000 74,538 -- -- 20,000 -- 21,529(6)
of Finance and 1999 -- -- -- -- -- --
Administration
</Table>

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

(1) Comprised of payments made under Integrity's 1995 Cash Incentive Plan. See
"-- Employment Arrangements -- Cash Incentive Plan."
(2) Comprised of (i) contributions made by Integrity to Integrity's 401(k) Plan
and Profit Sharing Plan in the amount of $15,000 in 1999 and (ii) payments
made by Integrity on behalf of the officer for Personal Disability Insurance
in the amount of $4,043 in each of 2001, 2000 and 1999.
(3) Comprised of (i) contributions made by Integrity to Integrity's 401(k) Plan
and Profit Sharing Plan in the amount of $15,000 in 1999 and (ii) payments
made by Integrity on behalf of the officer for Personal Disability Insurance
in the amounts of $3,988, $3,635 and $3,634 in each of 2001, 2000 and 1999,
respectively.
(4) Comprised of (i) contributions made by Integrity to Integrity's 401(k) Plan
and Profit Sharing Plan in the amounts of $5,250, $5,250 and $5,000 in each
of 2001, 2000 and 1999, respectively and (ii) payments made by Integrity on
behalf of the officer for Personal Disability Insurance in the amounts of
$2,240, $2,189 and $2,189 in each of 2001, 2000 and 1999, respectively.
(5) Comprised of (i) contributions made by Integrity to Integrity's 401(k) Plan
and Profit Sharing Plan in the amounts of $5,250, $5,250 and $5,000 in 2001,
2000 and 1999, respectively; (ii) reimbursement by Integrity of living
expenses in the amounts of $13,914, $11,706 and $11,890, in each of 2001,
2000 and 1999, respectively; and (iii) payments made by Integrity on behalf
of the officer for Personal Disability Insurance in the amount of $2,277,
$1,990 and $1,990 in each of 2001, 2000 and 1999.
(6) Comprised of (i) contributions made by Integrity to Integrity's 401(k) Plan
and Profit Sharing Plan in the amounts of $3,872 in 2001; (ii) payments made
by Integrity on behalf of the officer for Personal Disability Insurance in
the amount of $1,740 and $1,529 in each of 2001 and 2000, respectively; and
(iii) $20,000 for relocation expenses in 2000.

The following table sets forth information concerning the value as of
December 31, 2001 of options to purchase shares of Class A Common Stock held by
the Named Executive Officers. Integrity does not issue options to purchase
shares of Class B Common Stock.

FISCAL YEAR-END OPTION VALUES

<Table>
<Caption>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
OPTIONS AT FISCAL YEAR- THE-MONEY OPTIONS AT
SHARES END(#) FISCAL YEAR-END($)(2)
ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE(#) REALIZED($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- -------------- -------------- ------------------------- -------------------------

Jerry W. Weimer -- -- 140,000/60,000 $483,860/$153,000
Donald J. Moen -- -- 65,833/34,167 $185,234/$123,238
Daniel D. McGuffey 25,000 $114,494 39,000/36,000 $154,193/$112,032
Donald S. Ellington -- -- 4,000/16,000 $12,576/$50,304
</Table>

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

(1) Based on the market price of the purchased shares on the exercise date less
the option exercise price of $1.875 paid for such shares.
(2) Represents the fair market value of a share of Class A Common Stock as of
December 31, 2000 of $6.30, less the option exercise price, multiplied by
the total number of exercisable or unexercisable option.

The following table sets forth information regarding grants of incentive
awards and restricted stock during the last fiscal year.

LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR

<Table>
<Caption>
NUMBER SHARES, PERFORMANCE OR OTHER PERIOD
NAME UNITS OR OTHER RIGHTS UNTIL MATURATION OR PAYOUT
---- --------------------- ---------------------------

Daniel D. McGuffey 50,000(1) November 2, 2008
</Table>

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

(1) Consists of an award of 50,000 shares of restricted stock that was granted
on November 2, 2001, which vests in its entirety on November 2, 2008 if Mr.
McGuffey is still an employee of Integrity at that time.

Employment Arrangements

Employment Agreements. Integrity has entered into an employment agreement
(the "Weimer Employment Agreement") with Mr. Weimer for the position of
Executive Vice President and Chief Operating Officer. The Weimer Employment
Agreement provides Mr. Weimer with an initial annual base salary of $175,000.
Mr. Weimer's base salary was $241,552 in fiscal year 2001. Mr. Weimer is also
eligible to receive cash bonuses under the executive cash bonus compensation
system established from time to time by Integrity. The term of the Weimer
Employment Agreement began on March 28, 1996 and continues until it is
terminated for death, disability, for cause or upon mutual written agreement.
The Weimer Employment Agreement also may be terminated after Mr. Weimer has been
employed by Integrity for at least eighteen (18) months, upon six (6) months
prior written notice of termination from Integrity to Mr. Weimer; however,
Integrity, at its sole discretion, may elect to pay Mr. Weimer an amount equal
to his salary for six (6) months in lieu of providing the above-mentioned
notice. The Weimer Employment Agreement contains non-competition,
non-solicitation and confidentiality provisions and expressly incorporates the
Change in Control Agreement agreed to and executed by Mr. Weimer and Integrity.

In addition, Integrity has entered into an employment agreement (the "Moen
Employment Agreement") with Mr. Moen for the position of Executive Vice
President/Creative Director. The Moen Employment Agreement provides Mr. Moen
with a non-refundable cash signing bonus of

$25,000 and an annual base salary of $170,775. Mr. Moen's annual base salary was
$170,775 in fiscal year 2001. Mr. Moen is also eligible to receive cash bonuses
under the executive cash bonus compensation system established from time to time
by Integrity. The term of the Moen Employment Agreement began on October 1, 2001
and continues until October 1, 2004, unless it is earlier terminated for death,
disability, for cause, or upon mutual written agreement. The Moen Employment
Agreement contains non-competition, non-solicitation and confidentiality
provisions and expressly incorporates the 1995 Cash Incentive Plan, Severance
Agreement and Change in Control Agreement agreed to and executed by Mr. Moen and
Integrity.

Integrity has entered into an amended and restated employment agreement
(the "McGuffey Employment Agreement") with Mr. McGuffey for the position of
Senior Vice President and Chief Marketing Officer. The McGuffey Employment
Agreement currently provides Mr. McGuffey with an annual base salary of
$175,000, which may be increased for merit or cost of living at Integrity's
discretion. Mr. McGuffey's annual base salary was $171,702 in fiscal year 2001.
Integrity also agreed to pay Mr. McGuffey an annual cash bonus of at least
$10,000 plus additional cash bonuses for meeting certain performance goals as
established from time to time by Integrity. In addition, Integrity has agreed to
pay Mr. McGuffey a retention bonus in the total aggregate amount of $70,000,
payable in three equal $10,000 installments on August 1, 2003, 2004 and 2005 and
a $40,000 installment on August 1, 2006. The McGuffey Employment Agreement also
provides for a one time payment of $50,000 as additional consideration for
execution of a covenant not to compete. The term of the McGuffey Employment
Agreement began on October 29, 2001, and continues until it is terminated for
death, disability, for cause or upon mutual written agreement. The McGuffey
Employment Agreement also may be terminated upon six (6) months prior written
notice of termination from Integrity to Mr. McGuffey; however, Integrity, at its
sole discretion, may elect to pay Mr. McGuffey an amount equal to his salary for
six (6) months in lieu of providing such notice. If Mr. McGuffey is terminated
upon six months notice, he will be entitled to receive as a severance benefit
severance payments in an amount equal to his annual salary at the time of
termination multiplied by two, less any amount Integrity paid to him in lieu of
the six months notice. The McGuffey Employment Agreement contains
non-competition, non-solicitation and confidentiality provisions and expressly
incorporates the Change in Control Agreement agreed to and executed by Mr.
McGuffey and Integrity.

Integrity has also entered into an employment agreement (the "Williamson
Employment Agreement") with Mr. Williamson for the position of President and
Chief Executive Officer of Integrity Publishers, Inc., the publishing subsidiary
of Integrity. The Williamson Employment Agreement currently provides Mr.
Williamson with a base annual salary of $250,000. For the period of his
employment during fiscal year 2001, Mr. Williamson's base salary was $145,833.
Mr. Williamson is also eligible to receive cash bonuses under the executive cash
bonus compensation system established from time to time by Integrity. The term
of the Williamson Employment Agreement began on June 1, 2001, and continues
until it is terminated for death, disability, for cause or upon mutual written
agreement. The Williamson Employment Agreement also may be terminated upon six
(6) months prior written notice of termination from Integrity to Mr. Williamson;
however, Integrity, at its sole discretion, may elect to pay Mr. Williamson an
amount equal to his salary for six (6) months in lieu of providing such notice.
If Mr. Williamson is terminated upon six months notice, he will be entitled to
receive as a severance benefit severance payments in an amount equal to his
annual salary at the time of termination multiplied by two, less any amount
Integrity paid to him in lieu of the six months notice. The Williamson
Employment Agreement contains non-competition, non-solicitation and
confidentiality provisions and expressly incorporates the Change in Control
Agreement agreed to and executed by Mr. Williamson and Integrity.

Change in Control Agreements. Integrity has entered into change in
control agreements (the "Change in Control Agreements") with certain Named
Executive Officers as well as other senior officers of Integrity. The Change in
Control Agreements provide that in the event the officer is employed by
Integrity at the time of a Change in Control (as defined in the Change in
Control
15

Agreement), the officer shall be entitled to supplemental employment benefits
should his employment with Integrity terminate within 18 months after the Change
in Control has occurred. The Change in Control Agreements provide that such
termination of employment can be involuntary, other than termination for cause
or the result of death, disability, or retirement age, or voluntary, following a
material change in the nature or location of his position or a material change
in the benefits provided to the officer by Integrity. The supplemental benefits
that are required to be provided to the officer upon such a termination include
a severance payment in an amount equal to one-half of the officer's annual base
salary as well as various other benefits, including basic life insurance,
long-term disability insurance, health insurance and other medical benefits.

Without the consent of the officer, the terms of the Change in Control
Agreement may be terminated or amended by Integrity following the first
anniversary of its execution and at any time prior to the first to occur of (i)
a Change in Control, (ii) the public announcement of a proposal for a
transaction that, if consummated, will constitute a Change in Control, or (iii)
the Board of Directors learning of a proposal for a transaction that, if
consummated, would constitute a Change in Control. Upon the occurrence of any of
the foregoing events, the Change in Control Agreements continue in effect at
such time without termination or further change by Integrity until the earlier
of (x) 18 months following any Change in Control, or (y) the final withdrawal or
termination of a proposal under item (ii) or (iii) that, had it been
consummated, would have constituted a Change in Control, at which time the
Change in Control Agreement may, once again, be amended or terminated by
Integrity until one of such events occurs.

A Change in Control, as defined in the Change in Control Agreements,
includes, among other things: a change of control of Integrity such that any
person, other than current affiliates of Integrity, becomes the beneficial owner
of securities of Integrity representing 50% or more of the combined voting power
of Integrity's then outstanding securities; any consolidation, merger or share
exchange involving Integrity in which Integrity is not the continuing or
surviving corporation or pursuant to which shares of Integrity stock would be
converted into cash, securities or other property; the stockholders of Integrity
approve any plan or proposal for the liquidation or dissolution of Integrity; or
substantially all of the assets of Integrity being sold or otherwise transferred
to parties that are not within a controlled group of corporations in which
Integrity is a member.

Cash Incentive Plan. Integrity has an Integrity Incorporated 1995 Cash
Incentive Plan (the "Cash Incentive Plan"). The Cash Incentive Plan expired in
January 2001; however, no outstanding award under the Cash Incentive Plan may be
revoked or altered in a manner unfavorable to the participant without the
consent of the participant. Under the Cash Incentive Plan, key employees of
Integrity were eligible to be awarded Units which are payable only in cash. The
Units vest in one-fifth increments on each anniversary of the date of grant
until vested in full. Participants in the Cash Incentive Plan received final
payment on January 15, 2001. The value of the Units, and the calculation of
interim and final payments, is determined based on the difference between the
fair market value of a number of shares of Class A Common Stock equal to the
number of Units at the date of determination and the fair market value of the
same number of shares on the date of grant of the Units. In 1995, awards were
made under the Cash Incentive Plan to certain of the Named Executive Officers,
as well as other senior officers of Integrity, which awards, individually,
currently do not have a value in excess of $100,000. In 1996, one award (which
currently does not have a value in excess of $100,000) was made under the Cash
Incentive Plan to one of the Named Executive Officers. No further awards were
made under the Cash Incentive Plan.

Severance Agreements. Integrity has entered into severance agreements
(the "Severance Agreements") with certain Named Executive Officers as well as
other senior officers of Integrity. The Severance Agreements provide for the
payment of severance benefits to such persons upon their termination of
employment by Integrity without cause. Such persons are not entitled to
severance benefits under the Severance Agreement if they voluntarily resign,
quit, abandon their job or cannot perform their duties due to death or
disability. In addition, if an officer is entitled to severance benefits

upon termination of employment under the terms of a Change in Control Agreement,
as described above, the officer shall not be entitled to any benefits under the
Severance Agreement.

STOCKHOLDER RETURN COMPARISON

The line graph below compares cumulative stockholder returns on
Integrity's Class A Common Stock with the cumulative stockholder returns on the
Nasdaq Stock Market (U.S. Companies) and a Peer Index over the period beginning
December 31, 1996 through December 31, 2001 (assuming the investment of $100 on
December 31, 1996, and reinvestment of all dividends).

YEAR-END CUMULATIVE RETURNS
COMPARISON OF CUMULATIVE TOTAL RETURNS

(PERFORMANCE CHART)

<Table>
<Caption>
DECEMBER 31
---------------------------------------------------------
1996 1997 1998 1999 2000 2001
------- ------- ------- ------- ------- -------

Integrity Incorporated 100.000 76.923 230.769 192.308 180.769 387.692
The Nasdaq Stock Market 100.000 122.477 172.680 320.832 192.977 153.121
Peer Index 100.000 150.099 155.743 198.289 170.072 170.104
</Table>

Total return calculations for the Nasdaq Stock Market (U.S. Companies) and
the Peer Index were prepared by the Center for Research in Security Prices, The
University of Chicago. The Peer Index is based upon the companies comprising the
Publishing Index in the Dow Jones Media Industry Group. Specific information
regarding the companies comprising the Peer Index will be provided to any
stockholder upon request to Donald S. Ellington, at Integrity.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation:

Overview and Philosophy. The Compensation Committee of the Board of
Directors (the "Compensation Committee") is responsible for reviewing and making
decisions under a delegation of authority from the Board with respect to
salaries, wages, bonuses, stock options and other benefits for executive
officers of Integrity.

The objectives of Integrity's executive compensation program are to:

-- Encourage the achievement of company performance by providing
compensation which directly relates to the performance of the
individual and the achievement of internal strategic objectives.

-- Establish compensation policies and guidelines that will attract and
retain qualified personnel through an overall level of compensation
opportunity that is competitive within Integrity's industry.

-- Promote a direct relationship between compensation and company
performance by facilitating executive officer stock ownership through
stock option awards.

Overall, Integrity's executive officer compensation program is comprised
of base salary, annual cash incentive bonus compensation, long-term incentive
compensation in the form of stock options, and various other benefits, including
a medical plan, which are generally available to all employees of Integrity.

Base Salary. The base salaries for Integrity's executive officers vary
depending on the responsibilities of the officers. While the executive officer
base salary compensation is designed to be competitive with other companies in
Integrity's industry, Integrity believes that the bonus compensation described
below better serves the compensation philosophy of Integrity.

2001 Cash Incentive Compensation. In order to maximize the commonality of
interests of Integrity's stockholders and its management, Integrity awards cash
bonuses based on Integrity's operating performance. Integrity's budgeted
financial performance goals are set at the beginning of each fiscal year and
cash bonuses are then awarded in the judgment of the Compensation Committee
based on the achievement of budgeted targets and the individual performance of
the officer. As a result of their performance, a number of Integrity's officers
received cash bonuses for fiscal year 2001. The bonuses paid to the Named
Executive Officers with respect to fiscal year 2001 are set forth in the Summary
Compensation Table.

Stock Options and Restricted Stock. The stock option programs of
Integrity are long-term incentive plans for executive officers and employees
intended to relate employee and stockholder long-term interests by creating a
strong and direct link between compensation and stockholder returns. In general,
stock option awards are granted on an annual basis if warranted by Integrity's
growth and profitability. To encourage long-term performance, options generally
vest over a five-year period. The Compensation Committee considers current stock
ownership and option holdings in deciding the number of options to be awarded to
each recipient. In fiscal 2001, Integrity awarded 50,000 shares of restricted
Class A Common Stock to an executive officer.

Compensation of Chief Executive Officer. In fiscal 2001, the Chief
Executive Officer of Integrity, Mr. P. Michael Coleman, was compensated pursuant
to an unwritten employment agreement approved by the Board of Directors of
Integrity prior to Integrity's initial public offering in July 1994. Under the
agreement, Mr. Coleman received a base salary of $322,361 during fiscal 2001. In
addition, Mr. Coleman received a bonus award of $400,226 in 2001. The amount of
Mr. Coleman's

compensation is determined by the Compensation Committee. Integrity did not make
any awards, including stock options or restricted stock, to Mr. Coleman under
the 2001 Long-Term Incentive Plan in 2001.

The Compensation Committee has adopted several plans and agreements
designed to assist Integrity in retaining key employees of outstanding ability
when considering various alternatives to enhance stockholder value, including
business transactions with third parties. These plans and agreements are
designed to offer key employees an increased incentive to join or continue in
the service of Integrity and to increase their efforts for its welfare by
participating in the growth of Integrity. Specifically, the Compensation
Committee adopted a form of Change in Control Agreement and a form of Severance
Agreement, which were used with various key employees.

Section 162(m) of the Internal Revenue Code (the "Code") adopted as part
of the Revenue Reconciliation Act of 1993, generally limits to $1 million the
deduction that can be claimed by any publicly-held corporation for compensation
paid to any "covered employee" in any taxable year beginning after December 31,
1993. The term covered employee for this purpose is defined generally as the
Chief Executive Officer and the four other highest paid employees of the
corporation. Performance-based compensation is outside the scope of the $1
million limitation, and hence, generally can be deducted by a publicly-held
corporation without regard to amount, provided that, among other requirements,
such compensation is approved by the stockholders. The Compensation Committee
has not formulated, and, given the current levels of executive compensation in
Integrity, does not foresee the need in the immediate future to formulate, a
policy for Integrity with regard to Section 162(m) and executive compensation.
Generally speaking, the Compensation Committee's executive compensation policies
are performance-based.

COMPENSATION COMMITTEE
Heeth Varnedoe III, Chairman
Jimmy M. Woodward
William A. Jolly

CERTAIN TRANSACTIONS

On April 5, 2002, Integrity acquired from Elizabeth Ann Williamson all of
the issued and outstanding capital stock of Enlight, Inc., a Tennessee
corporation wholly owned by Mrs. Williamson, for a cash payment of $250,000.
Enlight, Inc.'s principal asset consists of a domain name. Byron D. Williamson
is the President and Chief Executive Officer of Integrity Publishers, Inc., a
direct, wholly owned subsidiary of Integrity, and Mrs. Williamson is his spouse.

Don Moen, who serves as Integrity's Executive Vice President and Creative
Director, is also one of Integrity's exclusive songwriters and artists. In this
capacity, Mr. Moen received payments of approximately $420,000 in royalties
during the fiscal year ended December 31, 2001.

Integrity's Board of Directors has adopted a policy that requires that
transactions between Integrity and its officers, directors or other affiliates
to be on terms no less favorable to Integrity than could be obtained from
unaffiliated third parties on an arm's-length basis and, further, that any such
transaction shall be approved by a majority of Integrity's directors who have no
interest in any such transaction.

PROPOSAL II

APPROVAL OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION
TO CHANGE INTEGRITY'S CORPORATE NAME

The Board of Directors has unanimously adopted a resolution to amend
Integrity's Certificate of Incorporation, as previously amended, to change
Integrity's corporate name to "Integrity Media, Inc." If approved by the
stockholders at the Annual Meeting, Article I of Integrity's Certificate of
Incorporation would be amended to read in its entirety as follows: "The name of
the corporation is Integrity Media, Inc. (the "Corporation")."

The Board of Directors believes that changing the name to Integrity Media,
Inc. will serve to more clearly define Integrity's expansion into other forms of
media, as evidenced by the establishment in 2001 of a new subsidiary, Integrity
Publishers, Inc., to produce, market and distribute Christian books.

If the name change is approved by the stockholders at the Annual Meeting,
Integrity will thereafter file a Certificate of Amendment to its Certificate of
Incorporation with the Delaware Secretary of State amending Article I, which
will become effective at the close of business on the date the Secretary of
State accepts the filing.

The change of name will not in any way affect the validity or
transferability of outstanding stock certificates or otherwise change the
capital structure of Integrity. Stockholders should not return their existing
certificates to Integrity or its transfer agent, but instead should retain their
certificates. If the name change is approved, Integrity will apply to the Nasdaq
National Market for the continued listing of the Class A Common Stock under the
new corporate name.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
APPROVAL OF THE AMENDMENT TO CHANGE INTEGRITY'S CORPORATE NAME. IF A CHOICE IS
SPECIFIED ON THE PROXY BY THE STOCKHOLDER, THE SHARES WILL BE VOTED AS
SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED FOR APPROVAL OF
THE AMENDMENT. THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTING POWER OF ALL THE
SHARES OF CLASS A COMMON STOCK AND CLASS B COMMON STOCK ENTITLED TO VOTE
GENERALLY IN THE ELECTION OF DIRECTORS, VOTING TOGETHER AS A SINGLE CLASS,
PROVIDED A QUORUM IS PRESENT, IS REQUIRED FOR THE APPROVAL OF THE AMENDMENT.

PROPOSAL III

APPROVAL OF THE INTEGRITY INCORPORATED
2001 LONG-TERM INCENTIVE PLAN

On November 2, 2001, Integrity's Board of Directors adopted the Integrity
Incorporated 2001 Long-Term Incentive Plan (the "2001 LTIP"). The 2001 LTIP
became effective as of its approval by the Board of Directors. Integrity
currently maintains the Integrity Incorporated 1999 Long-Term Incentive Plan
(the "Prior Plan"), under which there were 2,278 shares of Class A Common Stock
available for issuance as of February 28, 2002. If the stockholders approve the
2001 LTIP, Integrity will make no further awards under the Prior Plan and any
remaining unissued shares under the Prior Plan will be returned to Integrity.

Integrity has reserved for issuance upon the grant or exercise of awards
pursuant to the 2001 LTIP 400,000 shares of the authorized but unissued shares
of Class A Common Stock.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO
APPROVE THE 2001 LTIP. IF A CHOICE IS SPECIFIED ON THE PROXY BY THE STOCKHOLDER,
THE SHARES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES
WILL BE VOTED FOR APPROVAL OF THE 2001 LTIP. THE

AFFIRMATIVE VOTE OF THE MAJORITY OF THE SHARES OF CLASS A COMMON STOCK AND CLASS
B COMMON STOCK PRESENT IN PERSON OR REPRESENTED BY PROXY AT THE MEETING AND
ENTITLED TO VOTE ON THE SUBJECT MATTER, PROVIDED A QUORUM IS PRESENT, IS
REQUIRED FOR THE APPROVAL OF THE 2001 LTIP.

A summary of the 2001 LTIP is set forth below. The summary is qualified in
its entirety by reference to the full text of the 2001 LTIP, which is attached
to this Proxy Statement as Appendix A.

SUMMARY OF THE 2001 LTIP

Purpose. The purpose of the 2001 LTIP is to promote the success, and
enhance the value, of Integrity by linking the personal interests of employees,
officers and directors to those of the stockholders, and by providing such
employees, officers and directors with an incentive for outstanding performance.

Permissible Awards. The 2001 LTIP authorizes the granting of awards to
employees, officers and directors of Integrity or its subsidiaries in the
following forms: (i) options to purchase shares of Class A Common Stock, which
may be incentive stock options or nonqualified stock options, (ii) stock
appreciation rights ("SARs"), (iii) performance shares; (iv) restricted stock;
or (v) any other right or interest relating to Class A Common Stock or cash.

Limitations on Awards. Not more than 50% of the shares authorized under
the 2001 LTIP may be granted as awards of restricted or unrestricted stock. The
maximum number of shares of Class A Common Stock with respect to one or more
options and/or SARs that may be granted during any one calendar year under the
2001 LTIP to any one participant is 200,000; provided, however, that in
connection with his or her initial employment with Integrity, a participant may
be granted options or SARs with respect to up to an additional 100,000 shares of
stock, which shall not count against the foregoing annual limit. The maximum
fair market value of any awards (other than options and SARs) that may be
received by a participant (less any consideration paid by the participant for
such award) during any one calendar year under the 2001 LTIP is $5,000,000. The
number of shares available under the 2001 LTIP and the annual grant limitations
are subject to adjustment by the Compensation Committee of the Board of
Directors of Integrity (the "Committee") to prevent dilution in the event of a
corporate transaction involving Integrity (including any stock dividend, stock
split, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination or exchange of shares). To the
extent that an award is canceled, terminates, expires or lapses for any reason,
or is settled in cash, any shares of Class A Common Stock subject to the award
will again be available for the grant of an award under the 2001 LTIP.

Administration. The 2001 LTIP will be administered by the Committee. The
Committee has the power, authority and discretion to designate participants;
determine the type or types of awards to be granted to each participant and the
number, terms and conditions thereof; establish, adopt or revise any rules and
regulations as it may deem necessary or advisable to administer the 2001 LTIP;
and make all other decisions and determinations that may be required under, or
as the Committee deems necessary or advisable to administer, the 2001 LTIP.

Stock Options. The Committee is authorized to grant options under the
2001 LTIP, which may be incentive stock options or nonqualified stock options.
All options will be evidenced by a written award agreement between Integrity and
the participant, which will include such provisions as may be specified by the
Committee; provided, however that the exercise price may not be less than the
fair market value of a share of Class A Common Stock on the date the option is
granted. The terms of an incentive stock option must meet the requirements of
Section 422 of the Code. No option granted under the 2001 LTIP may be
exercisable for more than ten years from the date of the grant.

Upon exercise of any option, payment for shares of Class A Common Stock as
to which the option is exercised shall be made in such manner and at such time
or times as shall be provided in the
21

option agreement, including cash, shares of Class A Common Stock previously
acquired by the optionee, other property (including cashless exercise
arrangements). If all or part of the exercise price is paid in shares of Class A
Common Stock, the value of such shares will be equal to the fair market value of
such shares as of the date of exercise.

SARs. The Committee may grant SARs to participants. Upon the exercise of
an SAR, the participant has the right to receive the excess, if any, of the fair
market value of one share of Class A Common Stock on the date of exercise, over
the grant price of the SAR, as determined by the Committee, which will not be
less than the fair market value of one share of Class A Common Stock on the date
of grant. All awards of SARs will be evidenced by an award agreement, reflecting
the terms, methods of exercise, methods of settlement, form of consideration
payable in settlement, and any other terms and conditions of the SAR, as
determined by the Committee at the time of grant.

Performance Shares. The Committee may grant performance shares to
participants on such terms and conditions as may be selected by the Committee.
The Committee will have the complete discretion to determine the number of
performance shares granted to each participant and to set performance goals and
other terms or conditions to payment of the performance shares in its discretion
which, depending on the extent to which they are met, will determine the number
and value of performance shares that will be paid to the participant.

Restricted Stock Awards. The Committee may make awards of restricted
stock to participants, which will be subject to such restrictions on
transferability and other restrictions as the Committee may impose (including,
without limitation, limitations on the right to vote the restricted stock or the
right to receive dividends, if any, on the restricted stock).

Other Stock-Based Awards. The Committee may, subject to limitations under
applicable law, grant to participants such other awards that are payable in,
valued in whole or in part by reference to, or otherwise based on or related to
shares of Class A Common Stock, as deemed by the Committee to be consistent with
the purposes of the 2001 LTIP, including without limitation shares of Class A
Common Stock awarded purely as a "bonus" and not subject to any restrictions or
conditions, convertible or exchangeable debt securities, other rights
convertible or exchangeable into shares of Class A Common Stock, and awards
valued by reference to book value of shares of Class A Common Stock or the value
of securities of or the performance of specified Parents or Subsidiaries of
Integrity. The Committee will determine the terms and conditions of any such
awards.

Performance Goals. The Committee may designate any award as a qualified
performance-based award in order to make the award fully deductible without
regard to the $1,000,000 deduction limit imposed by Section 162(m) of the U.S.
Tax Code. If an award is so designated, the Committee must establish objectively
determinable performance goals for the award based on one or more of the
following performance criteria: (a) the achievement by Integrity or a Parent or
Subsidiary of a specified target return, or target growth in return, on equity
or assets, (b) Integrity's stock price, (c) the achievement by Integrity or a
Parent or Subsidiary (or any business unit of such entity) of a specified
target, or target growth in, revenues, net income or earnings per share, (d) the
achievement of objectively determinable goals with respect to service or product
delivery, service or product quality, customer satisfaction, meeting budgets
and/or retention of employees, or (e) any combination of the goals set forth in
(a) through (d) above. Furthermore, the Committee may for any reason reduce (but
not increase) any such award, notwithstanding the achievement of a specified
goal. If an award is made on such basis, the Committee must establish goals
prior to the beginning of the period for which such performance goal relates (or
such other date as may be permitted or required under Code Section 162(m)). Any
payment of an award granted with performance goals will be conditioned on the
written certification of the Committee in each case that the performance goals
and any other material conditions were satisfied. The LTIP is intended to comply
with Section 162(m) of the U.S. Tax Code so that the grant of options under the
LTIP will be excluded from the calculation of annual compensation for purposes
of Section 162(m) of the U.S. Tax Code and will be fully

deductible by Integrity, whether or not the vesting of such options is based
upon the performance goals.

Limitations on Transfer; Beneficiaries. No award will be assignable or
transferable by a participant other than by will or the laws of descent and
distribution or, except in the case of an incentive stock option, pursuant to a
qualified domestic relations order; provided, however, that the Committee may
(but need not) permit other transfers where the Committee concludes that such
transferability (i) does not result in accelerated taxation, (ii) does not cause
any option intended to be an incentive stock option to fail to be described in
Code Section 422(b), and (iii) is otherwise appropriate and desirable, taking
into account any factors deemed relevant, including without limitation, any
state or federal tax or securities laws or regulations applicable to
transferable awards. A participant may, in the manner determined by the
Committee, designate a beneficiary to exercise the rights of the participant and
to receive any distribution with respect to any award upon the participant's
death.

Acceleration Upon Certain Events. In the event of a Change in Control of
Integrity (as defined in the 2001 LTIP), all outstanding options, SARs and other
awards in the nature of rights that may be exercised will become fully vested
and all restrictions on all outstanding awards will lapse. Regardless of whether
an event described above shall have occurred, the Committee may in its sole
discretion declare all outstanding options, SARs and other awards in the nature
of rights that may be exercised to become fully vested, and/or all restrictions
on all outstanding awards to lapse, in each case as of such date as the
Committee may, in its sole discretion, declare. The Committee may discriminate
among participants or among awards in exercising such discretion.

TERMINATION AND AMENDMENT

The Board or the Committee may, at any time and from time to time,
terminate, amend or modify the 2001 LTIP without stockholder approval; provided,
however, that the Committee may condition any amendment on the approval of
stockholders of Integrity if such approval is necessary or deemed advisable with
respect to tax, securities or other applicable laws, policies or regulations.
The Committee may amend any outstanding award, but such amendment shall not,
without the participant's consent, reduce or diminish the value of such award
determined as if it had been exercised, vested, cashed in or otherwise settled
on the date of such amendment, and provided further that the original term of
any option may not be extended and, except as otherwise provided in the
anti-dilution provision of the 2001 LTIP, the exercise price of any option may
not be reduced. No termination, amendment, or modification of the 2001 LTIP may
adversely affect any award previously granted under the 2001 LTIP, without the
written consent of the participant.

FEDERAL INCOME TAX CONSEQUENCES

The following is a brief general description of the consequences under the
Internal Revenue Code and current federal income tax regulations of the receipt
or exercise of awards under the 2001 LTIP.

Nonqualified Stock Options. There will be no federal income tax
consequences to either Integrity or the participant upon the grant of a
nonqualified stock option. However, the participant will recognize ordinary
income on the exercise of the nonqualified stock option in an amount equal to
the excess of the fair market value of the Class A Common Stock acquired upon
the exercise of such option over the exercise price, and Integrity will receive
a corresponding deduction (subject to the limitations of Section 162(m) of the
U.S. Tax Code). The gain, if any, realized upon the subsequent disposition by
the participant of the Class A Common Stock will constitute short-term or
long-term capital gain, depending on the participant's holding period.

Incentive Stock Options. There typically will be no federal income tax
consequences to either Integrity or the participant upon the grant of an
incentive stock option or the exercise thereof by the participant. If the
participant holds the shares of Class A Common Stock for the greater of two
years after the date the option was granted or one year after the acquisition of
such shares of Class A Common Stock (the "required holding period"), the
difference between the aggregate exercise price and the amount realized upon
disposition of the shares of Class A Common Stock will constitute long-term
capital gain or loss, and Integrity will not be entitled to a federal income tax
deduction. If the optionee disposes of the shares of Class A Common Stock in a
sale, exchange or other disqualifying disposition during the required holding
period, the participant will realize taxable ordinary income in an amount equal
to the excess of (a) the fair market value of the Class A Common Stock purchased
at the time of exercise or (b) the sale price, whichever is less, over the
aggregate option price, and Integrity will be entitled to a federal income tax
deduction equal to such amount (subject to the limitations of Section 162(m) of
the U.S. Tax Code). While the exercise of an incentive stock option does not
result in current taxable income, the excess of the fair market value of the
optionee's shares at the time of exercise over the exercise price will be an
item of adjustment for purposes of determining the optionee's alternative
minimum taxable income.

Transfers of Options. The Committee may, but is not required to, permit
the transfer of nonqualified stock options and other awards granted under the
2001 LTIP. Based on current tax and securities regulations, such transfers, if
permitted, are likely to be limited to gifts of nonqualified stock options to
members of the participant's immediate family or certain entities controlled by
the participant or such family members. The following paragraphs summarize the
likely income, estate, and gift tax consequences to the participant, Integrity,
and the transferee, under present federal tax regulations, upon the transfer and
exercise of such options. The tax effect of transferring nonqualified stock
options may vary depending upon the particular circumstances. Under the Internal
Revenue Code, incentive stock options cannot be transferred other than by will
or the laws of descent and distribution.

Federal Income Tax. There will be no federal income tax consequences to
the participant, Integrity or the transferee upon the transfer of a nonqualified
stock option. However, the participant will recognize ordinary income when the
transferee exercises the option, in an amount equal to the excess of the fair
market value of the option shares upon the exercise of such option over the
exercise price, and Integrity will be allowed a corresponding deduction, subject
to certain limitations under Section 162(m) of the U.S. Tax Code. The gain, if
any, realized upon the transferee's subsequent sale or disposition of the option
shares will constitute short-term or long-term capital gain to the transferee,
depending on the transferee's holding period. The transferee's basis in the
stock will be the fair market value of such stock at the time of exercise of the
option.

Federal Estate and Gift Tax. If a participant transfers a nonqualified
stock option during the participant's life but before the option has become
exercisable, the participant will not be treated as having made a completed gift
for federal gift tax purposes until the option becomes exercisable. However, if
the participant transfers a fully exercisable option during life, the
participant will be treated as having made a completed gift for federal gift tax
purposes at the time of the transfer. If a participant transfers an option by
reason of the participant's death, the option will be included in the
participant's gross estate for federal estate tax purposes. The value of such
option for federal estate or gift tax purposes may be determined using a
"Black-Scholes" or other appropriate option pricing methodology, in accordance
with IRS requirements.

SARs. A participant receiving a SAR will not recognize income, and
Integrity will not be allowed a tax deduction, at the time the award is granted.
When a participant exercises the SAR, the amount of cash and the fair market
value of any shares of Class A Common Stock received will be ordinary income to
the participant and will be allowed as a deduction for federal income tax
purposes to Integrity (subject to the limitations of Section 162(m) of the U.S.
Tax Code).

Restricted Stock. Unless a participant makes an election to accelerate
recognition of the income to the date of grant as described below, the
participant will not recognize income, and Integrity will not be allowed a tax
deduction, at the time a restricted stock award is granted. When the
restrictions lapse, the participant will recognize ordinary income equal to the
fair market value of the common stock as of that date (less any amount he or she
paid for the stock), and Integrity will be allowed a corresponding federal
income tax deduction at that time, subject to any applicable limitations under
IRC Section 162(m). If the participant files an election under Code Section
83(b) within 30 days after the date of grant of the restricted stock, he or she
will recognize ordinary income as of the date of grant equal to the fair market
value of the stock as of that date (less any amount paid for the stock),
determined as if the stock was not restricted, and Integrity will be allowed a
corresponding federal income tax deduction at that time, subject to any
applicable limitations under IRC Section 162(m). Any future appreciation in the
stock will be taxable to the participant at capital gains rates. However, if the
stock is later forfeited, the participant will not be able to recover the tax
previously paid pursuant to the IRC Section 83(b) election.

Performance Awards. A participant generally will not recognize income,
and Integrity will not be allowed a tax deduction, at the time performance
awards are granted, so long as the awards are subject to a substantial risk of
forfeiture. When the participant receives or has the right to receive payment of
cash or shares under the performance award, the cash amount of the fair market
value of the shares of stock will be ordinary income to the participant, and
Integrity will be allowed a corresponding federal income tax deduction at that
time, subject to any applicable limitations under IRC Section 162(m)
limitations.

BENEFITS TO NAMED EXECUTIVE OFFICERS AND OTHERS

As of the date of this Proxy Statement, the only award granted under the
2001 LTIP was an award of 50,000 shares of restricted stock to Daniel D.
McGuffey on November 2, 2001, which vests in its entirety on November 2, 2008.
As of February 28, 2002, there were approximately 185 employees (including all
current executive officers) and directors eligible to participate in the 2001
LTIP. Any awards under the 2001 LTIP will be made at the discretion of the
Committee. Consequently, it is not presently possible to determine either the
benefits or amounts that will be received by any particular person or group
pursuant to the 2001 LTIP.

PROPOSAL IV

APPROVAL OF THE INTEGRITY INCORPORATED 2002 STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS

On February 15, 2002, Integrity's Board of Directors adopted the Integrity
Incorporated 2002 Stock Option Plan for Outside Directors ("2002 Director
Plan"), subject to approval by the stockholders at the Annual Meeting. Integrity
has reserved 60,000 shares of Class A Common Stock for issuance in connection
with options and awards under the 2002 Director Plan. If approved by the
stockholders at the Annual Meeting, the 2002 Director Plan will be effective as
of its adoption by the stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO
APPROVE THE 2002 DIRECTOR PLAN. IF A CHOICE IS SPECIFIED ON THE PROXY BY THE
STOCKHOLDER, THE SHARES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE,
THE SHARES WILL BE VOTED FOR APPROVAL OF THE 2002 DIRECTOR PLAN. THE AFFIRMATIVE
VOTE OF THE MAJORITY OF THE SHARES OF CLASS A COMMON STOCK AND CLASS B COMMON
STOCK PRESENT IN PERSON OR REPRESENTED BY PROXY AT THE MEETING AND ENTITLED TO
VOTE ON THE SUBJECT MATTER, PROVIDED A QUORUM IS PRESENT, IS REQUIRED FOR THE
APPROVAL OF THE 2002 DIRECTOR PLAN.

A summary of the 2002 Director Plan is set forth below. The summary is
qualified in its entirety by reference to the full text of the 2002 Director
Plan, which is attached to this Proxy Statement as Appendix B.

PURPOSE

The Board of Directors believes that stock ownership is an important
incentive for non-employee directors. The purpose of the 2002 Director Plan is
to advance the interests of Integrity by encouraging ownership of our Class A
Common Stock by non-employee directors, thereby giving them an increased
incentive to devote their efforts to the success of Integrity. Integrity
believes that the 2002 Director Plan will afford a means of attracting persons
of outstanding quality to service on the Board.

ELIGIBILITY

Each member of Integrity's Board of Directors who is not a current or
former employee of Integrity or a member of the immediate family of a current or
former employee of Integrity will be a participant in the 2002 Director Plan.

ADMINISTRATION

Grants of awards under the 2002 Director Plan are automatic. The 2002
Director Plan is intended to be a "formula plan" for purposes of Section 16(b)
of the Securities Exchange Act of 1934. However, the 2002 Director Plan will be
administered and interpreted by the Board or by the compensation committee of
the Board. Subject to the express provisions of the 2002 Director Plan, the
administrator will have authority to interpret the 2002 Director Plan, and to
make all other determinations necessary or advisable for the administration of
the 2002 Director Plan.

SHARES SUBJECT TO 2002 DIRECTOR PLAN

Shares subject to the 2002 Director Plan may be authorized but unissued
shares or shares that were once issued and subsequently reacquired by Integrity.
The total number of shares of Common Stock for which options may be granted
under the 2002 Director Plan is 60,000 shares, subject to adjustment in
accordance with the 2002 Director Plan. If any outstanding option expires or is
terminated prior to the end of the period during which options may be granted
under the 2002 Director Plan, the shares of Common Stock allocable to the
unexercised portion of such option may again be subject in whole or in part to
an award of options under the 2002 Director Plan.

TERMS AND CONDITIONS OF AWARDS

Awards granted pursuant to the 2002 Director Plan will be subject to the
following terms and conditions:

Annual Grants. On the dates of each annual meeting of the stockholders of
Integrity, beginning in 2002 and ending in 2012, each non-employee director then
serving in such capacity will receive an option to purchase 5,000 shares of
Common Stock, subject to adjustment as provided in the 2002 Director Plan, and
subject to the continued availability of shares under the 2002 Director Plan.

Vesting Schedule. All options granted under the 2002 Director Plan will
vest in full on the day that is six months and one day after the date of grant,
or upon the earlier death of the holder.

Exercise Price. The per share exercise price of each option will be the
fair market value of a share of Common Stock on the date of grant.
26

Payment. An option may be exercised by giving written notice to Integrity
stating the number of shares with respect to which the option is being
exercised. The exercise price shall be payable in cash or in a broker-assisted
cashless exercise. The exercise price may not be paid by surrendering shares of
Common Stock or other property.

Term. Each option granted under the 2002 Director Plan will, to the
extent not previously exercised, terminate and expire on the date five (5) years
after the date of grant of the option, unless earlier terminated as provided in
the 2002 Director Plan.

Effect of Termination of Directorship or Death. In the event an optionee
ceases to be a member of the Board for any reason other than death, any unvested
portion of options granted to him will immediately terminate, and any vested but
unexercised portion of an option will remain exercisable until the earlier of
(i) the scheduled expiration date of the option, or (ii) 90 days after the date
of the optionee's termination as a director, or (iii) the date of termination of
the optionee's service as a director if such termination was for cause. In the
event that an optionee ceases to be a member of the Board by reason of death,
his options will become fully vested and remain exercisable by the optionee's
legal representatives or heirs until the earlier of (i) the scheduled expiration
date of the option, or (ii) one year after the date of the optionee's death.

Assignment of Options. Options granted under the 2002 Director Plan will
not be transferable by the optionee other than by will or by the laws of descent
and distribution or pursuant to a qualified domestic relations. During the
lifetime of the optionee, the options will be exercisable only by the optionee.

Adjustments. If any change is made in the Common Stock through
recapitalization, stock dividend, stock split or otherwise, the 2002 Director
Plan and outstanding options will be automatically and appropriately adjusted,
including the maximum number of shares subject to the 2002 Director Plan and the
number of shares and price per share of stock subject to outstanding options. In
the event of certain mergers or reorganizations, the surviving corporation will
be required to assume any options outstanding under the 2002 Director Plan or
substitute similar options. Otherwise, the outstanding options will vest in
full, the holders will be given reasonable opportunity to exercise the options
prior to the consummation of such transaction, and the options will be
terminated if not exercised prior to the consummation of such transaction. If
there is no surviving corporation, all outstanding options will expire.

TERMINATION AND AMENDMENT

The 2002 Director Plan will automatically terminate ten years after its
effective date, but the Board may terminate the 2002 Director Plan at any time
prior to that date. The Board may amend the 2002 Director Plan, but an amendment
will be subject to stockholder approval if it would change the maximum number of
shares of Common Stock that may be granted under the 2002 Director Plan, extend
the termination date of the 2002 Director Plan, change the number of shares
subject to each option or the exercise price, or change the eligibility for
participation in the 2002 Director Plan. Termination or amendment of the 2002
Director Plan may not alter or impair any of the rights or obligations under any
option unless the optionee consents.

NO RIGHTS AS STOCKHOLDER

The holder of an option will not have any rights of a stockholder with
respect to the shares covered by the option, except to the extent that one or
more certificates for such shares will be delivered upon the due exercise of the
option.

NO IMPLIED RIGHTS OF CONTINUED BOARD SERVICE

The grant of any award pursuant to the 2002 Director Plan will not confer
upon any recipient thereof any rights of continued service on the Board of
Directors of Integrity or affect the right of Integrity to terminate the
directorship of the holder at any time.

FEDERAL INCOME TAX EFFECTS

The options granted under the 2002 Director Plan will be non-qualified
stock options. There will be no federal income tax consequences to either
Integrity or the director upon the grant of an option under the 2002 Director
Plan. However, the director will recognize ordinary income on the exercise of
the option in an amount equal to the excess of the fair market value of the
Class A Common Stock acquired upon the exercise of the option over the exercise
price, and Integrity will receive a corresponding deduction. The gain, if any,
realized upon the subsequent disposition by the director of the Class A Common
Stock will constitute short-term or long-term capital gain, depending on the
director's holding period.

BENEFITS TO NON-EMPLOYEE DIRECTORS

Only non-employee directors who also are not immediate family members of
current or former employees of Integrity are entitled to participate in the 2002
Director Plan (currently four (4) persons). The following table shows the
benefits that will accrue under the 2002 Director Plan, for each year that it is
in effect, to the persons and groups indicated.

<Table>
<Caption>
NAME AND POSITION DOLLAR VALUE ($) NO. OF OPTIONS
----------------- ---------------- --------------

All non-employee directors, as a group
(currently four (4) persons) (1) 20,000(2)
</Table>

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

(1) On a per share basis, this amount will be equal to the excess of the fair
market value of the Common Stock on the date of exercise of the option over
the fair market value of the Common Stock on the date of grant. The closing
price of Integrity's Common Stock on the Nasdaq National Market was $5.26
per share as of March 15, 2002.
(2) Represents the number of options to be granted each year while the 2002
Director Plan is in effect, assuming there are four (4) non-employee
directors serving in such year.

PROPOSAL V

RATIFICATION OF SELECTION OF AUDITORS

Integrity's Board of Directors, based on the proposal of the Audit
Committee, has selected PricewaterhouseCoopers LLP to conduct the annual audit
of the financial statements of Integrity for the fiscal year ending December 31,
2002. PricewaterhouseCoopers LLP conducted the annual audit of Integrity's
financial statements for the fiscal year ended December 31, 2001.
PricewaterhouseCoopers LLP has no financial interest, direct or indirect, in
Integrity and does not have any relationship with Integrity except in its
professional capacity as an independent auditor.

The ratification by the holders of Class A Common Stock and Class B Common
Stock of the selection of PricewaterhouseCoopers LLP as independent auditors is
not required by law or by the Bylaws of Integrity. The Board of Directors,
consistent with the practice of many publicly held corporations, is nevertheless
submitting this selection to the holders of Class A Common Stock and Class B
Common Stock. If this selection is not ratified by the stockholders at the
Annual Meeting, the Board of Directors intends to reconsider its selection of
independent auditors for the fiscal year ending December 31, 2002. Even if the
selection is ratified, the Board of Directors in its sole discretion may direct
the appointment of a different independent accounting firm at any time during

the fiscal year if the Board determines that such a change would be in the best
interests of Integrity and its stockholders.

Representatives of PricewaterhouseCoopers LLP are expected to be present
at the Annual Meeting and will have an opportunity to make a statement, if they
so desire, and respond to appropriate questions from stockholders.

AUDIT FEES

PricewaterhouseCoopers LLP has billed Integrity an aggregate of $190,570,
including out-of-pocket expenses, for professional services rendered for its
audit of Integrity's financial statements for the 2001 fiscal year and for its
reviews of the financial statements included in Integrity's Forms 10-Q for the
2001 fiscal year and for services related to such audit and reviews.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

PricewaterhouseCoopers LLP has not billed, nor has it performed, any
services for Integrity that relate to the design and/or implementation of any
financial information systems.

ALL OTHER FEES

PricewaterhouseCoopers LLP has billed Integrity an aggregate of $221,313
for professional services that were not related to the audit and/or review of
Integrity's financial statements.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION
OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INTEGRITY'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002. IF A CHOICE IS SPECIFIED
ON THE PROXY BY THE STOCKHOLDER, THE SHARES WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THE SHARES WILL BE VOTED FOR RATIFICATION. THE
AFFIRMATIVE VOTE OF THE MAJORITY OF THE SHARES OF CLASS A COMMON STOCK AND CLASS
B COMMON STOCK PRESENT IN PERSON OR REPRESENTED BY PROXY AT THE MEETING AND
ENTITLED TO VOTE ON THE SUBJECT MATTER, PROVIDED A QUORUM IS PRESENT, IS
REQUIRED FOR APPROVAL OF PROPOSAL V.

STOCKHOLDER PROPOSALS
FOR 2003 ANNUAL MEETING OF STOCKHOLDERS

Nominations by stockholders for director elections and other proposals of
stockholders, intended to be presented at the 2003 Annual Meeting of
Stockholders, together with certain related information specified in Rule 14a-8
of the Securities and Exchange Act of 1934, should be submitted by certified
mail, return receipt requested, and must be received by Integrity at its
executive offices in Mobile, Alabama on or before December 14, 2002, to be
eligible for inclusion in Integrity's Proxy Statement and the proxy card
relating to that meeting. Any stockholder proposal must be in writing and must
set forth (i) a description of the business desired to be brought before the
meeting and the reasons for conducting the business at the meeting, (ii) the
name and address, as they appear on Integrity's books, of the stockholder
submitting the proposal, (iii) the class and number of shares that are
beneficially owned by such stockholder, (iv) a statement in support of the
proposal and (v) any other information required by the rules and regulations of
the Securities and Exchange Commission. Nominations and other proposals of
stockholders that are submitted to Integrity after December 14, 2002, may be
excluded from Integrity's proxy materials for the 2003 Annual Meeting of
Stockholders and will otherwise be subject to Rule 14a-8 of the Securities and
Exchange Commission.

OTHER MATTERS

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires Integrity's
officers and directors, and persons who own more than ten percent of a
registered class of Integrity's equity securities, to file reports of ownership
and changes in ownership of such securities with the Securities and Exchange
Commission and the National Association of Securities Dealers, Inc. Integrity's
officers, directors and greater than ten percent beneficial owners are required
by applicable regulations to furnish Integrity with copies of all Section 16(a)
forms that they file.

Based solely upon a review of the copies of the forms furnished to
Integrity, or written representations from certain reporting persons that no
other reports were required, except as set forth below, Integrity believes that
during fiscal 2001 all of its officers and directors and greater than ten
percent beneficial owners complied with all applicable filing requirements.

On October 10, 2001, Chris E. Thomason, Senior Vice President of
Integrity's Creative Group, filed a Form 4 required as a result of his sale of
Class A Common stock on August 20, 2001. On December 7, 2001, Byron Williamson
filed a Form 3 required as a result of his appointment to President and Chief
Executive Officer of Integrity Publishers, Inc. on June 1, 2001. On December 7,
2001, Joseph Paul filed a Form 3 required as a result of his appointment to
Senior Vice President and Publisher of Integrity Publishers, Inc. on July 21,
2001. On December 7, 2001, Robert Birkhead filed a Form 3 required as a result
of his appointment to Senior Vice President, Marketing, of Integrity Publishers,
Inc. on September 24, 2001.

EXPENSES OF SOLICITATION

The cost of soliciting proxies in the accompanying form will be borne by
Integrity. In addition to the use of the mails, proxies may be solicited by
directors, officers or other employees of Integrity, personally, by telephone or
by telegraph. Integrity does not expect to pay any compensation for the
solicitation of proxies, but may reimburse brokers, custodians or other persons
holding stock in their names or in the names of nominees for their expenses in
sending proxy materials to principals and obtaining their instructions.

MISCELLANEOUS

Integrity is not aware of any matters to be brought before the 2002 Annual
Meeting other than as described in this Proxy Statement. Should any other
matters properly come before the Annual Meeting, the persons designated as
proxies will vote in accordance with their best judgment on such matters.

AVAILABILITY OF ANNUAL REPORT

Accompanying this Proxy Statement is a copy of Integrity's Annual Report
for the year ended December 31, 2001. Stockholders who would like additional
copies of the Annual Report should direct their requests in writing to:
Integrity Incorporated, 1000 Cody Road, Mobile, Alabama 36695, Attention: Donald
S. Ellington.

APPENDIX A

INTEGRITY INCORPORATED
2001 LONG-TERM INCENTIVE PLAN

ARTICLE 1
PURPOSE

1.1 GENERAL. The purpose of the Integrity Incorporated 2001
Long-Term Incentive Plan (the "Plan") is to promote the success, and enhance the
value, of Integrity Incorporated (the "Company"), by linking the personal
interests of its employees, officers and directors to those of Company
stockholders and by providing such persons with an incentive for outstanding
performance. The Plan is further intended to provide flexibility to the Company
in its ability to motivate, attract, and retain the services of employees,
officers and directors upon whose judgment, interest, and special effort the
successful conduct of the Company's operation is largely dependent. Accordingly,
the Plan permits the grant of incentive awards from time to time to selected
employees, officers and directors.

ARTICLE 2
EFFECTIVE DATE

2.1 EFFECTIVE DATE. The Plan shall be effective as of the date
upon which it shall be approved by the Board (the "Effective Date"). However,
the Plan shall be submitted to the stockholders of the Company for approval
within 12 months of the Board's approval thereof. No Incentive Stock Options
granted under the Plan may be exercised prior to approval of the Plan by the
stockholders and if the stockholders fail to approve the Plan within 12 months
of the Board's approval thereof, any Incentive Stock Options previously granted
hereunder shall be automatically converted to Non-Qualified Stock Options
without any further act. In the discretion of the Committee, Awards may be made
to Covered Employees which Awards are intended to constitute qualified
performance-based compensation under Code Section 162(m).

ARTICLE 3
DEFINITIONS

3.1 DEFINITIONS. When a word or phrase appears in this Plan with
the initial letter capitalized, and the word or phrase does not commence a
sentence, the word or phrase shall generally be given the meaning ascribed to it
in this Section or in Section 1.1 unless a clearly different meaning is required
by the context. The following words and phrases shall have the following
meanings:

(a) "Award" means any Option, Stock Appreciation Right,
Restricted Stock Award, Performance Share Award or Other Stock-Based
Award, or any other right or interest relating to Stock or cash,
granted to a Participant under the Plan.

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(b) "Award Agreement" means any written agreement,
contract, or other instrument or document evidencing an Award.

(d) "Change in Control" means and includes each of the
following:

(1) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the 1934 Act) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the 1934 Act) of 50%
or more of the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in
the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this
subsection (1), the following acquisitions shall not
constitute a Change of Control: (i) any acquisition by a
Person who is on the Effective Date the beneficial owner of
50% or more of the Outstanding Company Voting Securities, (ii)
any acquisition directly from the Company, (iii) any
acquisition by the Company, (iv) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the
Company, or (v) any acquisition by any corporation pursuant to
a transaction which complies with clauses (i) and (ii) of
subsection (3) of this definition; or

(2) Individuals who, as of the Effective Date,
constitute the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the Effective Date whose election, or nomination
for election by the Company's stockholders, was approved by a
vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or
removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a
Person other than the Board; or

(3) Consummation of a reorganization, merger,
consolidation or share exchange, or sale or other disposition
of all or substantially all of the assets of the Company (a
"Business Combination"), in each case, unless, following such
Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners of the
Outstanding Company Voting Securities immediately prior to
such Business Combination beneficially own, directly or
indirectly, more than 50% of the combined voting power of the
then outstanding voting

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securities entitled to vote generally in the election of
directors of the corporation resulting from such Business
Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or all
or substantially all of the Company's assets either directly
or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Company Voting
Securities, and (ii) at least a majority of the members of the
board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination.

(e) "Code" means the Internal Revenue Code of 1986, as
amended from time to time.

(f) "Committee" means the committee of the Board
described in Article 4.

(g) "Company" means Integrity Incorporated, a Delaware
corporation.

(h) "Covered Employee" means a covered employee as
defined in Code Section 162(m)(3).

(i) "Disability" means any illness or other physical or
mental condition of a Participant that renders the Participant
incapable of performing his customary and usual duties for the Company,
or any medically determinable illness or other physical or mental
condition resulting from a bodily injury, disease or mental disorder
which, in the judgment of the Committee, is permanent and continuous in
nature. The Committee may require such medical or other evidence as it
deems necessary to judge the nature and permanency of the Participant's
condition. Notwithstanding the above, with respect to an Incentive
Stock Option, Disability shall mean Permanent and Total Disability as
defined in Section 22(e)(3) of the Code.

(j) "Effective Date" has the meaning assigned such term
in Section 2.1.

(k) "Fair Market Value", on any date, means the closing
sales price of the Stock as reported on a securities exchange or the
Nasdaq National Market or Nasdaq Small Cap Market on such date or, in
the absence of reported sales on such date, the closing sales price on
the immediately preceding date on which sales were reported, provided
that if it is determined that the fair market value is not properly
reflected by such market quotations, Fair Market Value will be
determined by such other method as the Committee determines in good
faith to be reasonable.

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(l) "Incentive Stock Option" means an Option that is
intended to meet the requirements of Section 422 of the Code or any
successor provision thereto.

(m) "Non-Qualified Stock Option" means an Option that is
not an Incentive Stock Option.

(n) "Option" means a right granted to a Participant under
Article 7 of the Plan to purchase Stock at a specified price during
specified time periods. An Option may be either an Incentive Stock
Option or a Non-Qualified Stock Option.

(o) "Other Stock-Based Award" means a right, granted to a
Participant under Article 11, that relates to or is valued by reference
to Stock or other Awards relating to Stock.

(p) "Parent" means a corporation which owns or
beneficially owns a majority of the outstanding voting stock or voting
power of the Company. For Incentive Stock Options, the term "Parent"
shall have the meaning set forth in Code Section 424(e).

(q) "Participant" means a person who, as an employee,
officer or director of the Company or any Parent or Subsidiary, has
been granted an Award under the Plan.

(r) "Performance Share" means a right granted to a
Participant under Article 9, to receive cash, Stock, or other Awards,
the payment of which is contingent upon achieving certain performance
goals established by the Committee.

(s) "Plan" means the Integrity Incorporated 2001
Long-Term Incentive Plan, as amended from time to time.

(t) "Restricted Stock Award" means Stock granted to a
Participant under Article 10 that is subject to certain restrictions
and to risk of forfeiture.

(u) "Stock" means the $0.01 par value Class A common
stock of the Company and such other securities of the Company as may be
substituted for Stock pursuant to Article 13.

(v) "Stock Appreciation Right" or "SAR" means a right
granted to a Participant under Article 8 to receive a payment equal to
the difference between the Fair Market Value of a share of Stock as of
the date of exercise of the SAR over the grant price of the SAR, all as
determined pursuant to Article 8.

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(w) "Subsidiary" means any corporation, limited liability
company, partnership or other entity of which a majority of the
outstanding voting stock or voting power is beneficially owned directly
or indirectly by the Company. For Incentive Stock Options, the term
"Subsidiary" shall have the meaning set forth in Code Section 424(f).

(x) "1933 Act" means the Securities Act of 1933, as
amended from time to time.

(y) "1934 Act" means the Securities Exchange Act of 1934,
as amended from time to time.

ARTICLE 4
ADMINISTRATION

4.1 COMMITTEE. The Plan shall be administered by the Compensation
Committee of the Board or, at the discretion of the Board from time to time, by
the Board. The Committee shall consist of two or more members of the Board. It
is intended that the directors appointed to serve on the Committee shall be
"non-employee directors" (within the meaning of Rule 16b-3 promulgated under the
1934 Act) and "outside directors" (within the meaning of Code Section 162(m) and
the regulations thereunder) to the extent that Rule 16b-3 and, if necessary for
relief from the limitation under Code Section 162(m) and such relief is sought
by the Company, Code Section 162(m), respectively, are applicable. However, the
mere fact that a Committee member shall fail to qualify under either of the
foregoing requirements shall not invalidate any Award made by the Committee
which Award is otherwise validly made under the Plan. The members of the
Committee shall be appointed by, and may be changed at any time and from time to
time in the discretion of, the Board. During any time that the Board is acting
as administrator of the Plan, it shall have all the powers of the Committee
hereunder, and any reference herein to the Committee (other than in this Section
4.1) shall include the Board.

4.2 ACTION BY THE COMMITTEE. For purposes of administering the
Plan, the following rules of procedure shall govern the Committee. A majority of
the Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Company or any
Parent or Subsidiary, the Company's independent certified public accountants, or
any executive compensation consultant or other professional retained by the
Company to assist in the administration of the Plan.

4.3 AUTHORITY OF COMMITTEE. Except as provided below, the
Committee has the exclusive power, authority and discretion to:

A-5

(a) Designate Participants;

(b) Determine the type or types of Awards to be granted
to each Participant;

(d) Determine the terms and conditions of any Award
granted under the Plan, including but not limited to, the exercise
price, grant price, or purchase price, any restrictions or limitations
on the Award, any schedule for lapse of forfeiture restrictions or
restrictions on the exercisability of an Award, and accelerations or
waivers thereof, based in each case on such considerations as the
Committee in its sole discretion determines;

(e) Accelerate the vesting, exercisability or lapse of
restrictions of any outstanding Award, based in each case on such
considerations as the Committee in its sole discretion determines;

(f) Determine whether, to what extent, and under what
circumstances an Award may be settled in, or the exercise price of an
Award may be paid in, cash, Stock, other Awards, or other property, or
an Award may be canceled, forfeited, or surrendered;

(g) Prescribe the form of each Award Agreement, which
need not be identical for each Participant;

(h) Decide all other matters that must be determined in
connection with an Award;

(i) Establish, adopt or revise any rules and regulations
as it may deem necessary or advisable to administer the Plan;

(j) Make all other decisions and determinations that may
be required under the Plan or as the Committee deems necessary or
advisable to administer the Plan; and

(k) Amend the Plan or any Award Agreement as provided
herein; and

(l) Adopt such modifications, procedures, and subplans as
may be necessary or desirable to comply with provisions of the laws of
non-U.S. jurisdictions in which the Company or any Parent or Subsidiary
may operate, in order to assure the viability of the benefits of Awards
granted to participants located in such other jurisdictions and to meet
the objectives of the Plan.

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Not withstanding the above, the Board or the Committee may expressly
delegate to a special committee consisting of one or more directors who are also
officers of the Company some or all of the Committee's authority under
subsections (a) through (g) above with respect to those eligible Participants
who, at the time of grant are not, and are not anticipated to be become, either
(i) Covered Employees or (ii) persons subject to the insider trading rules of
Section 16 of the 1934 Act.

4.4. DECISIONS BINDING. The Committee's interpretation of the Plan,
any Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

ARTICLE 5
SHARES SUBJECT TO THE PLAN

5.1. NUMBER OF SHARES. Subject to adjustment as provided in Section
13.1, the aggregate number of shares of Stock reserved and available for Awards
or which may be used to provide a basis of measurement for or to determine the
value of an Award (such as with a Stock Appreciation Right or Performance Share
Award) shall be 400,000, of which not more than 50% may be granted as Awards of
Restricted Stock or unrestricted Stock Awards.

5.2. LAPSED AWARDS. To the extent that an Award is canceled,
terminates, expires, is forfeited or lapses for any reason, any shares of Stock
subject to the Award will again be available for the grant of an Award under the
Plan and shares subject to SARs or other Awards settled in cash will be
available for the grant of an Award under the Plan.

5.3. STOCK DISTRIBUTED. Any Stock distributed pursuant to an
Award may consist, in whole or in part, of authorized and unissued Stock,
treasury Stock or Stock purchased on the open market.

5.4. LIMITATION ON AWARDS. Notwithstanding any provision in the
Plan to the contrary (but subject to adjustment as provided in Section 13.1),
the maximum number of shares of Stock with respect to one or more Options and/or
SARs that may be granted during any one calendar year under the Plan to any one
Participant shall be 200,000; provided, however, that in connection with his or
her initial employment with the Company, a Participant may be granted Options or
SARs with respect to up to an additional 100,000 shares of Stock, which shall
not count against the foregoing annual limit. The maximum fair market value
(measured as of the date of grant) of any Awards other than Options and SARs
that may be received by any one Participant (less any consideration paid by the
Participant for such Award) during any one calendar year under the Plan shall be
$5,000,000.

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ARTICLE 6
ELIGIBILITY

6.1. GENERAL. Awards may be granted only to individuals who are
employees, officers or directors of the Company or a Parent or Subsidiary.

ARTICLE 7
STOCK OPTIONS

7.1. GENERAL. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

(a) EXERCISE PRICE. The exercise price per share of Stock
under an Option shall be determined by the Committee, provided that the
exercise price for any Option shall not be less than the Fair Market
Value as of the date of the grant.

(b) TIME AND CONDITIONS OF EXERCISE. The Committee shall
determine the time or times at which an Option may be exercised in
whole or in part, subject to Section 7.1(e). The Committee also shall
determine the performance or other conditions, if any, that must be
satisfied before all or part of an Option may be exercised or vested.
The Committee may waive any exercise or vesting provisions at any time
in whole or in part based upon factors as the Committee may determine
in its sole discretion so that the Option becomes exerciseable or
vested at an earlier date. The Committee may permit an arrangement
whereby receipt of Stock upon exercise of an Option is delayed until a
specified future date.

(c) PAYMENT. The Committee shall determine the methods by
which the exercise price of an Option may be paid, the form of payment,
including, without limitation, cash, shares of Stock, or other property
(including "cashless exercise" arrangements), and the methods by which
shares of Stock shall be delivered or deemed to be delivered to
Participants; provided, however, that if shares of Stock are used to
pay the exercise price of an Option, such shares must have been held by
the Participant for at least six months.

(d) EVIDENCE OF GRANT. All Options shall be evidenced by
a written Award Agreement between the Company and the Participant. The
Award Agreement shall include such provisions, not inconsistent with
the Plan, as may be specified by the Committee.

(e) EXERCISE TERM. In no event may any Option be
exercisable for more than ten years from the date of its grant.

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7.2. INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock
Options granted under the Plan must comply with the following additional rules:

(a) EXERCISE PRICE. The exercise price per share of Stock
shall be set by the Committee, provided that the exercise price for any
Incentive Stock Option shall not be less than the Fair Market Value as
of the date of the grant.

(b) EXERCISE. In no event may any Incentive Stock Option
be exercisable for more than ten years from the date of its grant.

(c) LAPSE OF OPTION. An Incentive Stock Option shall
lapse under the earliest of the following circumstances; provided,
however, that the Committee may, prior to the lapse of the Incentive
Stock Option under the circumstances described in paragraphs (3), (4)
and (5) below, provide in writing that the Option will extend until a
later date, but if an Option is exercised after the dates specified in
paragraphs (3), (4) and (5) below, it will automatically become a
Non-Qualified Stock Option:

(1) The Incentive Stock Option shall lapse as of
the option expiration date set forth in the Award Agreement.

(2) The Incentive Stock Option shall lapse ten
years after it is granted, unless an earlier time is set in
the Award Agreement.

(3) If the Participant terminates employment for
any reason other than as provided in paragraph (4) or (5)
below, the Incentive Stock Option shall lapse, unless it is
previously exercised, three months after the Participant's
termination of employment.

(4) If the Participant terminates employment by
reason of his Disability, the Incentive Stock Option shall
lapse, unless it is previously exercised, one year after the
Participant's termination of employment.

(5) If the Participant dies while employed, or
during the three-month period described in paragraph (3) or
during the one-year period described in paragraph (4) and
before the Option otherwise lapses, the Option shall lapse one
year after the Participant's death. Upon the Participant's
death, any exercisable Incentive Stock Options may be
exercised by the Participant's beneficiary, determined in
accordance with Section 12.6.

Unless the exercisability of the Incentive Stock Option is
accelerated as provided in Article 12, if a Participant exercises an
Option after termination of employment, the Option may be exercised
only with respect to the shares that were otherwise vested on the
Participant's termination of employment.

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(d) INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair
Market Value (determined as of the time an Award is made) of all shares
of Stock with respect to which Incentive Stock Options are first
exercisable by a Participant in any calendar year may not exceed
$100,000.00.

(e) TEN PERCENT OWNERS. No Incentive Stock Option shall
be granted to any individual who, at the date of grant, owns stock
possessing more than ten percent of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary unless
the exercise price per share of such Option is at least 110% of the
Fair Market Value per share of Stock at the date of grant and the
Option expires no later than five years after the date of grant.

(f) EXPIRATION OF INCENTIVE STOCK OPTIONS. No
Award of an Incentive Stock Option may be made pursuant to the Plan
after the day immediately prior to the tenth anniversary of the
Effective Date.

(g) RIGHT TO EXERCISE. During a Participant's lifetime,
an Incentive Stock Option may be exercised only by the Participant or,
in the case of the Participant's Disability, by the Participant's
guardian or legal representative.

(h) DIRECTORS. The Committee may not grant an Incentive
Stock Option to a non-employee director. The Committee may grant an
Incentive Stock Option to a director who is also an employee of the
Company or Parent or Subsidiary but only in that individual's position
as an employee and not as a director.

ARTICLE 8
STOCK APPRECIATION RIGHTS

8.1. GRANT OF STOCK APPRECIATION RIGHTS. The Committee is
authorized to grant Stock Appreciation Rights to Participants on the following
terms and conditions:

(a) RIGHT TO PAYMENT. Upon the exercise of a Stock
Appreciation Right, the Participant to whom it is granted has the right
to receive the excess, if any, of:

(1) The Fair Market Value of one share of Stock
on the date of exercise; over

(2) The grant price of the Stock Appreciation
Right as determined by the Committee, which shall not be less
than the Fair Market Value of one share of Stock on the date
of grant in the case of any Stock Appreciation Right related
to an Incentive Stock Option.

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(b) OTHER TERMS. All awards of Stock Appreciation Rights
shall be evidenced by an Award Agreement. The terms, methods of
exercise, methods of settlement, form of consideration payable in
settlement, and any other terms and conditions of any Stock
Appreciation Right shall be determined by the Committee at the time of
the grant of the Award and shall be reflected in the Award Agreement.

ARTICLE 9
PERFORMANCE SHARES

9.1. GRANT OF PERFORMANCE SHARES. The Committee is authorized to
grant Performance Shares to Participants on such terms and conditions as may be
selected by the Committee. The Committee shall have the complete discretion to
determine the number of Performance Shares granted to each Participant, subject
to Section 5.4. All Awards of Performance Shares shall be evidenced by an Award
Agreement.

9.2. RIGHT TO PAYMENT. A grant of Performance Shares gives the
Participant rights, valued as determined by the Committee, and payable to, or
exercisable by, the Participant to whom the Performance Shares are granted, in
whole or in part, as the Committee shall establish at grant or thereafter. The
Committee shall set performance goals and other terms or conditions to payment
of the Performance Shares in its discretion which, depending on the extent to
which they are met, will determine the number and value of Performance Shares
that will be paid to the Participant.

9.3. OTHER TERMS. Performance Shares may be payable in cash, Stock,
or other property, and have such other terms and conditions as determined by the
Committee and reflected in the Award Agreement.

ARTICLE 10
RESTRICTED STOCK AWARDS

10.1. GRANT OF RESTRICTED STOCK. The Committee is authorized to make
Awards of Restricted Stock to Participants in such amounts and subject to such
terms and conditions as may be selected by the Committee. All Awards of
Restricted Stock shall be evidenced by a Restricted Stock Award Agreement.

10.2. ISSUANCE AND RESTRICTIONS. Restricted Stock shall be subject
to such restrictions on transferability and other restrictions as the Committee
may impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of performance
goals or otherwise, as the Committee determines at the time of the grant of the
Award or thereafter.

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10.3. FORFEITURE. Except as otherwise determined by the Committee at
the time of the grant of the Award or thereafter, upon termination of employment
during the applicable restriction period or upon failure to satisfy a
performance goal during the applicable restriction period, Restricted Stock that
is at that time subject to restrictions shall be forfeited and reacquired by the
Company; provided, however, that the Committee may provide in any Award
Agreement that restrictions or forfeiture conditions relating to Restricted
Stock will be waived in whole or in part in the event of terminations resulting
from specified causes, and the Committee may in other cases waive in whole or in
part restrictions or forfeiture conditions relating to Restricted Stock.

10.4. CERTIFICATES FOR RESTRICTED STOCK. Restricted Stock granted
under the Plan may be evidenced in such manner as the Committee shall determine.
If certificates representing shares of Restricted Stock are registered in the
name of the Participant, certificates must bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Restricted Stock.

ARTICLE 11
OTHER STOCK-BASED AWARDS

11.1. GRANT OF OTHER STOCK-BASED AWARDS. The Committee is
authorized, subject to limitations under applicable law, to grant to
Participants such other Awards that are payable in, valued in whole or in part
by reference to, or otherwise based on or related to shares of Stock, as deemed
by the Committee to be consistent with the purposes of the Plan, including
without limitation shares of Stock awarded purely as a "bonus" and not subject
to any restrictions or conditions, convertible or exchangeable debt securities,
other rights convertible or exchangeable into shares of Stock, and Awards valued
by reference to book value of shares of Stock or the value of securities of or
the performance of specified Parents or Subsidiaries. The Committee shall
determine the terms and conditions of such Awards.

ARTICLE 12
PROVISIONS APPLICABLE TO AWARDS

12.1. STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS. Awards granted
under the Plan may, in the discretion of the Committee, be granted either alone
or in addition to, in tandem with, or in substitution for, any other Award
granted under the Plan. If an Award is granted in substitution for another
Award, the Committee may require the surrender of such other Award in
consideration of the grant of the new Award. Awards granted in addition to or in
tandem with other Awards may be granted either at the same time as or at a
different time from the grant of such other Awards.

12.2. EXCHANGE PROVISIONS. The Committee may at any time offer to
exchange or buy out any previously granted Award for a payment in cash, Stock,
or another Award (subject to Section 13.1), based on the terms and conditions
the

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Committee determines and communicates to the Participant at the time the offer
is made, and after taking into account the tax, securities and accounting
effects of such an exchange.

12.3. TERM OF AWARD. The term of each Award shall be for the period
as determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right granted in tandem with the
Incentive Stock Option exceed a period of ten years from the date of its grant
(or, if Section 7.2(e) applies, five years from the date of its grant).

12.4. FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan
and any applicable law or Award Agreement, payments or transfers to be made by
the Company or a Parent or Subsidiary on the grant or exercise of an Award may
be made in such form as the Committee determines at or after the time of grant,
including without limitation, cash, Stock, other Awards, or other property, or
any combination, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case determined in accordance with
rules adopted by, and at the discretion of, the Committee.

12.5. LIMITS ON TRANSFER. No right or interest of a Participant in
any unexercised or restricted Award may be pledged, encumbered, or hypothecated
to or in favor of any party other than the Company or a Parent or Subsidiary, or
shall be subject to any lien, obligation, or liability of such Participant to
any other party other than the Company or a Parent or Subsidiary. No unexercised
or restricted Award shall be assignable or transferable by a Participant other
than by will or the laws of descent and distribution or, except in the case of
an Incentive Stock Option, pursuant to a domestic relations order that would
satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Award
under the Plan; provided, however, that the Committee may (but need not) permit
other transfers where the Committee concludes that such transferability (i) does
not result in accelerated taxation, (ii) does not cause any Option intended to
be an Incentive Stock Option to fail to be described in Code Section 422(b), and
(iii) is otherwise appropriate and desirable, taking into account any factors
deemed relevant, including without limitation, any state or federal tax or
securities laws or regulations applicable to transferable Awards.

12.6 BENEFICIARIES. Notwithstanding Section 12.5, a Participant
may, in the manner determined by the Committee, designate a beneficiary to
exercise the rights of the Participant and to receive any distribution with
respect to any Award upon the Participant's death. A beneficiary, legal
guardian, legal representative, or other person claiming any rights under the
Plan is subject to all terms and conditions of the Plan and any Award Agreement
applicable to the Participant, except to the extent the Plan and Award Agreement
otherwise provide, and to any additional restrictions deemed necessary or
appropriate by the Committee. If no beneficiary has been designated or survives
the Participant, payment shall be made to the Participant's estate. Subject to
the foregoing, a beneficiary designation may be changed or revoked by a
Participant at any time provided the change or revocation is filed with the
Committee.

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12.7. STOCK CERTIFICATES. All Stock issuable under the Plan is
subject to any stop-transfer orders and other restrictions as the Committee
deems necessary or advisable to comply with federal or state securities laws,
rules and regulations and the rules of any national securities exchange or
automated quotation system on which the Stock is listed, quoted, or traded. The
Committee may place legends on any Stock certificate or issue instructions to
the transfer agent to reference restrictions applicable to the Stock.

12.8. ACCELERATION UPON A CHANGE IN CONTROL. Except as otherwise
provided in the Award Agreement, upon the occurrence of a Change in Control, all
outstanding Options, Stock Appreciation Rights, and other Awards in the nature
of rights that may be exercised shall become fully exercisable and all
restrictions on outstanding Awards shall lapse. To the extent that this
provision causes Incentive Stock Options to exceed the dollar limitation set
forth in Section 7.2(d), the excess Options shall be deemed to be Non-Qualified
Stock Options.

12.9. ACCELERATION UPON CERTAIN EVENTS NOT CONSTITUTING A CHANGE IN
CONTROL. In the event of the occurrence of any circumstance, transaction or
event not constituting a Change in Control (as defined in Section 3.1) but which
the Board of Directors deems to be, or to be reasonably likely to lead to, an
effective change in control of the Company of a nature that would be required to
be reported in response to Item 6(e) of Schedule 14A of the 1934 Act, the
Committee may in its sole discretion declare all outstanding Options, Stock
Appreciation Rights, and other Awards in the nature of rights that may be
exercised to be fully exercisable, and/or all restrictions on all outstanding
Awards to have lapsed, in each case, as of such date as the Committee may, in
its sole discretion, declare, which may be on or before the consummation of such
transaction or event. To the extent that this provision causes Incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(d), the excess
Options shall be deemed to be Non-Qualified Stock Options.

12.10. ACCELERATION FOR ANY OTHER REASON. Regardless of whether an
event has occurred as described in Section 12.8 or 12.9 above, the Committee may
in its sole discretion at any time determine that all or a portion of a
Participant's Options, Stock Appreciation Rights, and other Awards in the nature
of rights that may be exercised shall become fully or partially exercisable,
and/or that all or a part of the restrictions on all or a portion of the
outstanding Awards shall lapse, in each case, as of such date as the Committee
may, in its sole discretion, declare. The Committee may discriminate among
Participants and among Awards granted to a Participant in exercising its
discretion pursuant to this Section 12.10.

12.11 EFFECT OF ACCELERATION. If an Award is accelerated under
Section 12.8 or 12.9, the Committee may, in its sole discretion, provide (i)
that the Award will expire after a designated period of time after such
acceleration to the extent not then exercised, (ii) that the Award will be
settled in cash rather than Stock, (iii) that the Award

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will be assumed by another party to the transaction giving rise to the
acceleration or otherwise be equitably converted in connection with such
transaction, or (iv) any combination of the foregoing. The Committee's
determination need not be uniform and may be different for different
Participants whether or not such Participants are similarly situated.

12.12. PERFORMANCE GOALS. The Committee may determine that any Award
granted pursuant to this Plan to a Participant (including, but not limited to,
Participants who are Covered Employees) shall be determined solely on the basis
of (a) the achievement by the Company or a Parent or Subsidiary of a specified
target return, or target growth in return, on equity or assets, (b) the
Company's stock price, (c) the achievement by the Company or a Parent or
Subsidiary (or any business unit of any such entity) of a specified target, or
target growth in, revenues, net income or earnings per share, (d) the
achievement of objectively determinable goals with respect to service or product
delivery, service or product quality, customer satisfaction, meeting budgets
and/or retention of employees, or (e) any combination of the goals set forth in
(a) through (d) above. If an Award is made on such basis, the Committee shall
establish goals prior to the beginning of the period for which such performance
goal relates (or such later date as may be permitted under Code Section 162(m)
or the regulations thereunder) and the Committee has the right for any reason to
reduce (but not increase) the Award, notwithstanding the achievement of a
specified goal. Any payment of an Award granted with performance goals shall be
conditioned on the written certification of the Committee in each case that the
performance goals and any other material conditions were satisfied.

12.13. TERMINATION OF EMPLOYMENT. Whether military, government or
other service or other leave of absence shall constitute a termination of
employment shall be determined in each case by the Committee at its discretion,
and any determination by the Committee shall be final and conclusive. A
termination of employment shall not occur in (i) a circumstance in which a
Participant transfers from the Company to one of its Parents or Subsidiaries,
transfers from a Parent or Subsidiary to the Company, or transfers from one
Parent or Subsidiary to another Parent or Subsidiary, or (ii) in the discretion
of the Committee as specified at or prior to such occurrence, in the case of a
spin-off, sale or disposition of the Participant's employer from the Company or
any Parent or Subsidiary. To the extent that this provision causes Incentive
Stock Options to extend beyond three months from the date a Participant is
deemed to be an employee of the Company, a Parent or Subsidiary for purposes of
Section 424(f) of the Code, the Options held by such Participant shall be deemed
to be Non-Qualified Stock Options.

ARTICLE 13
CHANGES IN CAPITAL STRUCTURE

13.1. GENERAL. In the event of a corporate transaction involving the
Company (including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination or exchange of shares), the
authorization limits under Section 5.1 and 5.4

A-15

shall be adjusted proportionately, and the Committee may adjust Awards to
preserve the benefits or potential benefits of the Awards. Action by the
Committee may include: (i) adjustment of the number and kind of shares which may
be delivered under the Plan; (ii) adjustment of the number and kind of shares
subject to outstanding Awards; (iii) adjustment of the exercise price of
outstanding Awards; and (iv) any other adjustments that the Committee determines
to be equitable. In addition, the Committee may, in its sole discretion, provide
(i) that Awards will be settled in cash rather than Stock, (ii) that Awards will
become immediately vested and exercisable and will expire after a designated
period of time to the extent not then exercised, (iii) that Awards will be
assumed by another party to a transaction or otherwise be equitably converted or
substituted in connection with such transaction, (iv) that outstanding Awards
may be settled by payment in cash or cash equivalents equal to the excess of the
Fair Market Value of the underlying Stock, as of a specified date associated
with the transaction, over the exercise price of the Award, or (v) any
combination of the foregoing. The Committee's determination need not be uniform
and may be different for different Participants whether or not such Participants
are similarly situated. Without limiting the foregoing, in the event a stock
dividend or stock split is declared upon the Stock, the authorization limits
under Section 5.1 and 5.4 shall be increased proportionately, and the shares of
Stock then subject to each Award shall be increased proportionately without any
change in the aggregate purchase price therefor.

ARTICLE 14
AMENDMENT, MODIFICATION AND TERMINATION

14.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board or the
Committee may, at any time and from time to time, amend, modify or terminate the
Plan without stockholder approval; provided, however, that the Board or
Committee may condition any amendment or modification on the approval of
stockholders of the Company if such approval is necessary or deemed advisable
with respect to tax, securities or other applicable laws, policies or
regulations.

14.2 AWARDS PREVIOUSLY GRANTED. At any time and from time to time,
the Committee may amend, modify or terminate any outstanding Award without
approval of the Participant; provided, however, that, subject to the terms of
the applicable Award Agreement, such amendment, modification or termination
shall not, without the Participant's consent, reduce or diminish the value of
such Award determined as if the Award had been exercised, vested, cashed in or
otherwise settled on the date of such amendment or termination, and provided
further that the original term of any Option may not be extended and, except as
otherwise provided in the anti-dilution provision of the Plan, the exercise
price of any Option may not be reduced. No termination, amendment, or
modification of the Plan shall adversely affect any Award previously granted
under the Plan, without the written consent of the Participant.

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ARTICLE 15
GENERAL PROVISIONS

15.1. NO RIGHTS TO AWARDS. No Participant or eligible participant
shall have any claim to be granted any Award under the Plan, and neither the
Company nor the Committee is obligated to treat Participants or eligible
participants uniformly.

15.2. NO STOCKHOLDER RIGHTS. No Award gives the Participant any of
the rights of a stockholder of the Company unless and until shares of Stock are
in fact issued to such person in connection with such Award.

15.3. WITHHOLDING. The Company or any Parent or Subsidiary shall
have the authority and the right to deduct or withhold, or require a Participant
to remit to the Company, an amount sufficient to satisfy federal, state, and
local taxes (including the Participant's FICA obligation) required by law to be
withheld with respect to any taxable event arising as a result of the Plan. With
respect to withholding required upon any taxable event under the Plan, the
Committee may, at the time the Award is granted or thereafter, require or permit
that any such withholding requirement be satisfied, in whole or in part, by
withholding from the Award shares of Stock having a Fair Market Value on the
date of withholding equal to the minimum amount required to be withheld for tax
purposes (any not any greater amount), all in accordance with such procedures as
the Committee establishes.

15.4. NO RIGHT TO CONTINUED SERVICE. Nothing in the Plan or any
Award Agreement shall interfere with or limit in any way the right of the
Company or any Parent or Subsidiary to terminate any Participant's employment or
status as an officer or director at any time, nor confer upon any Participant
any right to continue as an employee, officer or director of the Company or any
Parent or Subsidiary.

l5.5. UNFUNDED STATUS OF AWARDS. The Plan is intended to be an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award Agreement shall give the Participant any rights that
are greater than those of a general creditor of the Company or any Parent or
Subsidiary.

15.6. INDEMNIFICATION. To the extent allowable under applicable law,
each member of the Committee shall be indemnified and held harmless by the
Company from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by such member in connection with or resulting from any
claim, action, suit, or proceeding to which such member may be a party or in
which he may be involved by reason of any action or failure to act under the
Plan and against and from any and all amounts paid by such member in
satisfaction of judgment in such action, suit, or proceeding against him
provided he gives the Company an opportunity, at its own expense, to handle and
defend the same before he undertakes to handle and defend it on his own behalf.
The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to

A-17

which such persons may be entitled under the Company's Certificate of
Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the
Company may have to indemnify them or hold them harmless.

15.7. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan
shall be taken into account in determining any benefits under any pension,
retirement, savings, profit sharing, group insurance, welfare or benefit plan of
the Company or any Parent or Subsidiary unless provided otherwise in such other
plan.

15.8. EXPENSES. The expenses of administering the Plan shall be
borne by the Company and its Parents or Subsidiaries.

15.9. TITLES AND HEADINGS. The titles and headings of the Sections
in the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

15.10. GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

15.11. FRACTIONAL SHARES. No fractional shares of Stock shall be
issued and the Committee shall determine, in its discretion, whether cash shall
be given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up.

15.12. GOVERNMENT AND OTHER REGULATIONS. The obligation of the
Company to make payment of awards in Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Company shall be under no obligation to
register under the 1933 Act, or any state securities act, any of the shares of
Stock issued in connection with the Plan. The shares issued in connection with
the Plan may in certain circumstances be exempt from registration under the 1933
Act, and the Company may restrict the transfer of such shares in such manner as
it deems advisable to ensure the availability of any such exemption.

15.13. GOVERNING LAW. To the extent not governed by federal law, the
Plan and all Award Agreements shall be construed in accordance with and governed
by the laws of the State of Delaware.

15.14 ADDITIONAL PROVISIONS. Each Award Agreement may contain such
other terms and conditions as the Committee may determine; provided that such
other terms and conditions are not inconsistent with the provisions of this
Plan.

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The foregoing is hereby acknowledged as being the Integrity
Incorporated 2001 Long-Term Incentive Plan as adopted by the Board of Directors
of the Company on November 2, 2001, and to be submitted to the Company's
stockholders at the 2002 Annual Meeting of Stockholders.

Integrity Incorporated

By: /s/ P. Michael Coleman
---------------------------------
P. Michael Coleman
President

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APPENDIX B

INTEGRITY INCORPORATED
2002 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

1. PURPOSE. The purpose of the Integrity Incorporated 2002 Stock Option
Plan for Outside Directors (the "Plan") is to advance the interests of Integrity
Incorporated (the "Company") by encouraging ownership of the Company's $0.01 par
value Class A common stock (the "Common Stock") by non-employee directors of the
Company, thereby giving such directors an increased incentive to devote their
efforts to the success of the Company.

2. ADMINISTRATION. Grants of options under this Plan are automatic.
This Plan is intended to be a "formula plan" for purposes of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and shall be interpreted accordingly. The Company's Board of Directors or
a committee appointed by the Board of Directors composed of at least two members
of the Board of Directors (which may be the Compensation Committee of the Board
of Directors) shall have complete and conclusive authority to interpret the Plan
and to make all other determinations necessary or advisable for the
administration of the Plan.

3. ELIGIBILITY. Except as provided otherwise in this Paragraph 3,
options under the Plan shall be granted in accordance with Paragraph 5 to each
member of the Company's Board of Directors who is not a current or former
employee of the Company or a member of the immediate family of a current or
former employee of the Company (an "Outside Director"); provided that shares of
Common Stock remain available for grant hereunder in accordance with Paragraph
4. An Outside Director to whom an option is granted under the Plan shall be
referred to hereinafter as a "Grantee."

4. SHARES SUBJECT TO PLAN. The shares subject to the Plan shall be
authorized but unissued or reacquired shares of the Company's Common Stock.
Subject to adjustment in accordance with the provisions of Paragraph 6 of the
Plan, the maximum number of shares of Common Stock for which options may be
granted under the Plan shall be 60,000 and the initial adoption of the Plan by
the Board of Directors of the Company shall constitute a reservation of 60,000
authorized but unissued, or reacquired, shares of Common Stock for issuance only
upon the exercise of options granted under the Plan. In the event that any
outstanding option granted under the Plan for any reason expires or is
terminated prior to the end of the period during which options may be granted
under the Plan, the shares of Common Stock allocable to the unexercised portion
of such option may again be subject in whole or in part to any option granted
under the Plan.

B-1

5. TERMS AND CONDITIONS OF OPTIONS. Options granted pursuant to the
Plan shall be evidenced by Stock Option Agreements in such form as shall comply
with and be subject to the following terms and conditions:

(a) Grant. As of the day following each annual meeting of the
stockholders of the Company, beginning in 2002, each Outside Director who is
serving in such capacity as of such date shall be granted an option to purchase
5,000 shares of the Company's Common Stock, subject to adjustment pursuant to
Section 6. Each such day that options are to be granted under the Plan is
referred to hereinafter as a "Grant Date."

If on any Grant Date, shares of Common Stock are not available under
this Plan to grant to Outside Directors the full amount of a grant contemplated
by the immediately preceding paragraph, then each Outside Director shall receive
an option (a "Reduced Grant") to purchase shares of Common Stock in an amount
equal to the number of shares of Common Stock then available under the Plan
divided by the number of Outside Directors as of the applicable Grant Date.
Fractional shares shall be ignored and not granted.

If a Reduced Grant has been made and, thereafter, during the term of
this Plan, additional shares of Common Stock become available for grant (e.g.,
because of the forfeiture or lapse of an option), then each person who was an
Outside Director both on the Grant Date on which the Reduced Grant was made and
on the date additional shares of Common Stock become available (a "Continuing
Outside Director") shall receive an additional option to purchase shares of
Common Stock. The number of newly available shares shall be divided equally
among the options granted to the Continuing Outside Directors; provided,
however, that the aggregate number of shares of Common Stock subject to a
Continuing Outside Director's additional option plus any prior Reduced Grant to
the Continuing Outside Director on the applicable Grant Date shall not exceed
5,000 shares of Common Stock (subject to adjustment pursuant to paragraph 6). If
more than one Reduced Grant has been made, available options shall be granted
beginning with the earliest such Grant Date.

(b) Option Price. The option price for each option granted under the
Plan shall be the Fair Market Value (as defined below) of the shares of Common
Stock subject to the option on the date of grant of the option. For purposes of
the Plan, the "Fair Market Value", on any date, means the closing sales price of
the Stock as reported on a securities exchange or the Nasdaq National Market or
Nasdaq Small Cap Market on such date or, in the absence of reported sales on
such date, the closing sales price on the immediately preceding date on which
sales were reported, provided that if it is determined that the fair market
value is not properly reflected by such market quotations, Fair Market Value
will be determined by such other method as the Committee determines in good
faith to be reasonable.

B-2

(c) Medium and Time of Payment. The option price shall be payable in
full upon the exercise of an option in cash or by check. To the extent permitted
under Regulation T of the Federal Reserve Board, and subject to applicable
securities laws, options may be exercised through a broker in a so-called
"cashless exercise" whereby the broker sells the option shares and delivers cash
sales proceeds to the Company in payment of the exercise price. In no event may
shares of Common Stock be used as payment of the exercise price of the option.

(d) Term. Each option granted under the Plan shall, to the extent not
previously exercised, terminate and expire on the date five (5) years after the
date of grant of the option, unless earlier terminated as provided hereinafter
in Section 5(g).

(e) Exercisability. Each option granted under the Plan shall, unless
earlier terminated as provided hereinafter in Section 5(g), become exercisable
on the date six (6) months and one day following the date of grant.

(f) Method of Exercise. All options granted under the Plan shall be
exercised by an irrevocable written notice directed to the Secretary of the
Company at the Company's principal place of business. Except in the case of a
"cashless exercise" through a broker, such written notice shall be accompanied
by payment in full of the option price for the shares for which such option is
being exercised. In the case of a "cashless exercise," payment in full of the
option price for the shares for which such option is being exercised shall be
paid in cash by the broker from the sale proceeds. The Company shall make
delivery of certificates representing the shares for which an option has been
exercised within a reasonable period of time; provided, however, that if any
law, regulation or agreement requires the Company to take any action with
respect to the shares for which an option has been exercised before the issuance
thereof, then the date of delivery of such shares shall be extended for the
period necessary to take such action. Certificates representing shares for which
options are exercised under the Plan may bear such restrictive legends as may be
necessary or desirable in order to comply with applicable federal and state
securities laws. Nothing contained in the Plan shall be construed to require the
Company to register any shares of Common Stock underlying options granted under
this Plan.

(g) Effect of Termination of Directorship or Death.

(i) Termination of Directorship. Upon termination of any
Grantee's membership on the Board of Directors of the Company for any
reason other than for cause or death, the options held by the Grantee
under the Plan shall terminate ninety (90) days following the date of
termination of the Grantee's membership on the Board or, if earlier, on
the date of expiration of the options as provided by Paragraph 5(d) of
the Plan. If the Grantee exercises the options after termination of the
Grantee's service on the Board of Directors, the Grantee may exercise
the options only with respect to the shares that were otherwise
exercisable on the date

B-3

of termination of the Grantees' service on the Board. Such exercise
otherwise shall be subject to the terms and conditions of the Plan. If
the Grantee's membership on the Board of Directors is terminated for
cause, all options granted to such Grantee shall expire upon such
termination.

(ii) Death. In the event of the death of a Grantee, the
Grantee's personal representatives, heirs or legatees (the "Grantee's
Successors") may exercise the options held by the Grantee on the date
of death, upon proof satisfactory to the Company of their authority.
The Grantee's Successors must exercise any such options within one (1)
year after the Grantee's death and in any event prior to the date on
which the options expire as provided by Paragraph 5(d) of the Plan.
Such exercise otherwise shall be subject to the terms and conditions of
the Plan.

(h) Nonassignability of Option Rights. No option shall be assignable or
transferable by the Grantee except by will, by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined in
Title I of the Employee Retirement Income Security Act of 1974, as amended, and
the Internal Revenue Code of 1986, as amended. During the lifetime of the
Grantee, the option shall be exercisable only by the Grantee.

(i) Rights as Stockholder. Neither the Grantee nor the Grantee's
Successors shall have rights as a stockholder of the Company with respect to
shares of Common Stock covered by the Grantee's option until the Grantee or the
Grantee's Successors become the holder of record of such shares.

(j) No Options after Ten Years. No options shall be granted except
within a period of ten (10) years after the effective date of the Plan.

6. ADJUSTMENTS.

(a) Certain Recapitalizations. If any change is made in the stock
subject to the Plan, or subject to any option granted under the Plan (through
merger, consolidation, reorganization, recapitalization, stock dividend,
dividend in property other than cash, stock split, liquidating dividend,
combination of shares, exchange of shares, change in corporate structure or
otherwise), the Plan and outstanding options will be automatically and
appropriately adjusted, including the maximum number of shares subject to the
Plan and the number of shares and price per share of stock subject to
outstanding options.

(b) Certain Reorganizations. In the event of: (i) a merger or
consolidation in which the Company is not the surviving corporation; (ii) a
reverse merger in which the Company is the surviving corporation but the shares
of the

B-4

Company's common stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash other otherwise; or (iii) any other capital reorganization in
which more than fifty percent (50%) of the shares of the Company entitled to
vote are exchanged, then any surviving corporation shall assume any options
outstanding under the Plan or shall substitute similar options for those
outstanding under the Plan. Notwithstanding the foregoing, in the event the
surviving corporation does not assume such options or substitute similar options
for those outstanding under the Plan, then the vesting of outstanding options
shall be accelerated in full, the holders of such options shall be given
reasonable opportunity to exercise the options prior to the consummation of such
transaction, and such options shall be terminated if not exercised prior to the
consummation of such transaction. If there is no surviving corporation, all
outstanding options shall expire.

7. EFFECTIVE DATE AND TERMINATION OF PLAN.

(a) Effective Date. The Plan shall become effective as of the date that
it is approved by the stockholders of the Company. From and after the effective
date of this Plan, no further awards will be made under the Integrity Music,
Inc. 1994 Stock Option Plan for Outside Directors.

(b) Termination. The Plan shall terminate ten (10) years after its
effective date, but the Board of Directors may terminate the Plan at any time
prior to such date. Termination of the Plan shall not alter or impair any of the
rights or obligations under any option theretofore granted under the Plan unless
the Grantee shall so consent.

8. NO OBLIGATION TO EXERCISE OPTION. The granting of an option shall
impose no obligation upon the Grantee to exercise such option.

9. AMENDMENT. The Board of Directors of the Company by majority vote
may amend the Plan; provided, however, that without the approval of the
stockholders of the Company, no such amendment shall:

(a) change the maximum number of shares of Common Stock as to which
options may be granted under the Plan (except by operation of the adjustment
provisions of the Plan); or

(b) extend the date on which the Plan will terminate as provided by
Paragraph 7(b) of the Plan; or

(d) change the option price as provided under Paragraph 5(b) of the
Plan; or

(e) change the provisions of Paragraph 3 of the Plan relating to the
determination of persons to whom options may be granted.

B-5

Any amendment to the Plan shall not, without the written consent of the
Grantee, affect such Grantee's rights under any option theretofore granted under
the Plan to such Grantee.

The foregoing is hereby acknowledged as being the Integrity
Incorporated 2002 Stock Option Plan for Outside Directors as adopted by the
Board of Directors of the Company on February 15, 2002, and to be submitted to
the Company's stockholders at the 2002 Annual Meeting of Stockholders.

INTEGRITY INCORPORATED

By: ___________________________
P. Michael Coleman
President

B-6

PROXY INTEGRITY INCORPORATED
MOBILE, ALABAMA
ANNUAL MEETING OF STOCKHOLDERS

The undersigned stockholder of Integrity Incorporated ("Integrity") hereby
constitutes and appoints P. Michael Coleman and Donald S. Ellington, and each of
them individually, with full power of substitution, to vote, as designated
below, the number of shares of Class A Common Stock which the undersigned would
be entitled to vote if personally present at the Annual Meeting of Stockholders
to be held at the Adams Mark Hotel, 64 South Water Street, Mobile, Alabama,
36602, on Friday, May 24, 2002, at 2:00 p.m., local time, or at any adjournments
thereof (the "Annual Meeting"), upon the proposals, and with discretionary
authority as to any other matters that may properly come before the Annual
Meeting, all in accordance with and as described in, the Notice of Annual
Meeting of Stockholders and Proxy Statement, both dated April 19, 2002, the
receipt of which is acknowledged. At the present time, the Board of Directors
knows of no other business to be presented to a vote of the stockholders at the
Annual Meeting. The Board of Directors recommends that stockholders vote FOR all
proposals.

1. ELECTION OF DIRECTORS. On the proposal to elect the following slate of
directors to serve until the 2003 Annual Meeting of Stockholders of Integrity
and until their successors are elected and qualified:

P. Michael Coleman, Jean C. Coleman, William A. Jolly, Charles V. Simpson, Heeth
Varnedoe III, and Jimmy M. Woodward

<Table>

FOR [ ] WITHHOLD AUTHORITY [ ]
</Table>

To withhold authority to vote for any individual nominee(s), write the name(s)
of the nominee(s) in the space provided:

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

2.AMENDMENT OF CERTIFICATE OF INCORPORATION. On the proposal to amend
Integrity's Certificate of Incorporation to change Integrity's name to
"Integrity Media, Inc."

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3.APPROVAL OF THE INTEGRITY INCORPORATED 2001 LONG-TERM INCENTIVE PLAN. On the
proposal to approve the Integrity Incorporated 2001 Long-Term Incentive Plan.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

4.APPROVAL OF THE INTEGRITY INCORPORATED 2002 STOCK OPTION PLAN FOR OUTSIDE
DIRECTORS. On the proposal to approve the Integrity Incorporated 2002 Stock
Option Plan for Outside Directors.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

5.SELECTION OF AUDITORS. On the proposal to ratify the selection of
PricewaterhouseCoopers LLP as Integrity's independent auditors for the fiscal
year ending December 31, 2002:
FOR [ ] AGAINST [ ] ABSTAIN [ ]

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL PROPOSALS AND WITH DISCRETIONARY AUTHORITY ON ALL OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS THEREOF.

Please sign exactly as your name appears on your stock certificate and
date. Where shares are held jointly, each stockholder should sign. When signing
as executor, administrator, trustee, or guardian, please give full title as
such. If a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.

Shares Held:
-------------------------

------------------------------
Signature of Stockholder

------------------------------
Signature of Stockholder (if
held jointly)
Dated: ----------------, 2002
Month Day

THIS PROXY IS SOLICITED ON BEHALF OF INTEGRITY'S BOARD OF DIRECTORS AND MAY BE
REVOKED BY THE STOCKHOLDER PRIOR TO ITS EXERCISE AT THE ANNUAL MEETING.