UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

(1) Includes 5,000,000 shares of Series B Preferred Stock and a 2013 Warrant to purchase 9,000,000 shares of Common Stock.

 Item 1.           Security and Issuer.

This Schedule 13D, as amended, relates to shares of common stock, par value $0.01 per share (“Common Stock”), of Broadview Institute, Inc., a Minnesota corporation (the “Company”). The principal executive officers of the Company are located at 8147 Globe Drive, Woodbury, Minnesota 55125.

Item 2.            Identity and Background.

(a) and (f)      Terry L. Myhre (“Mr. Myhre”) is an individual and citizen of the United States of America.

(b)                  Address: 4156 Brynwood Drive, Naples, Florida 34119.

(c)                  Mr. Myhre is Chairman of the Board of Directors of the Company. Mr. Myhre is President of the Minnesota School of Business, 8147 Globe Drive, Woodbury, Minnesota 55125.

(d) and (e)     During the last five years, Mr. Myhre has not been convicted in a criminalproceeding (excluding traffic violations or similar misdemeanors) and (ii) was not a party to a civil proceeding of a judicial or administrative body of competentjurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

Item 3.            Source and Amount of Funds or Other Consideration.

On March 29, 2013, Mr. Myhre entered into      an Investment Representation Letter and Subscription Agreement (the “2013 Subscription Agreement”) with the Company in which he agreed to purchase 4,500,000 units (the “2013 Units”) at a price of $1.00 per 2013 Unit, for a total purchase price of $4,500,000. The 2013 Units consist of one share of Company Series B Preferred Stock, $0.01 par value per share (the “Series B Stock”) and detachable warrants to purchase two (2) shares of Common Stock, $0.01 par value per share (collectively, the “2013 Warrant”) at an exercise price of $0.50 per share. In addition, Mr. Myhre agreed to purchase from the Company 4,500,000 shares of Common Stock at a price of $0.25 per share, for a total purchase price of $1,125,000. Mr. Myhre used personal funds to purchase the 2013 Units and the Common Stock as described in this item. The 2013 Subscription Agreement is an Exhibit hereto and is incorporated herein by reference.          

Item 4.            Purpose of Transaction.

Mr. Myhre is viewed as having acquired control of the Company in connection with transactions completed in the past (see Item 6) and with respect to the transaction described in Item 3.

Based upon his evaluation of the Company’s financial condition, market conditions and other factors he may deem material, Mr. Myhre may seek to acquire additional shares of the Company’s Common Stock in the open market or in private transactions, or may dispose of all or any portion of the shares currently owned or which may be acquired upon the conversion of Series B Preferred Stock.Mr. Myhre presently does not have any definitive plans or proposals that relate to or would result in transactions of the kind described in paragraphs (a) through (j) of Item 4 of Schedule 13D, but may, at any time and from time to time, review, reconsider and discuss with the Company or others his positions with respect to the Company which could thereafter result in the adoption of such plans or proposals.

Item 5.            Interest in Securities of the Issuer.

(a)                   Mr. Myhre beneficially owns 23,985,750 shares of Common Stock, including 5,000,000 shares of Series B Stock that are convertible into 5,000,000 shares of Common Stock and a 2013 Warrant to purchase 9,000,000 shares of Common Stock, which constitutes approximately 87.2% of the total outstanding shares of Common Stock, assuming conversion of such Series B Stock and exercise of such 2013 Warrant.

(b)                  Mr. Myhre has the sole power to direct the vote and disposition of all of the securities noted above in Item 5(a) as beneficially owned by him.

(c)                   The information from Item 3 is incorporated herein by reference.

(d)                   Not applicable

(e)                   Not applicable.

Item 6.           Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On March 25, 2003, Mr. Myhre and the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, Mr. Myhre purchased 700,000 shares of Common Stock at $0.65 per share and received registration rights under a Registration Rights Agreement. In addition to the purchase of shares, Mr. Myhre received a Common Stock Purchase Warrant to purchase 350,000 shares of Common Stock, which was exercised in full on March 30, 2005. The Company also granted Mr. Myhre certain registration rights related to the shares issuable upon exercise of the Common Stock Purchase Warrant. The registration rights for both the 700,000 shares of Common Stock and the shares issuable upon exercise of the Common Stock Purchase Warrant expired on March 25, 2006. Copies of the Purchase Agreement, the Registration Rights Agreement and the Common Stock Purchase Warrant are attached hereto as Exhibits and they are incorporated herein by reference. The foregoing descriptions of each of the Purchase Agreement, Registration Rights Agreement and the Common Stock Purchase Warrant are qualified in their entirety by reference thereto.

On March 30, 2005, Mr. Myhre and the Company entered into an Investment Representation Letter and Subscription Agreement (the “2005 Subscription Agreement”). Pursuant to the 2005 Subscription Agreement, on March 30, 2005, Mr. Myhre purchased 500,000 units (the “2005 Units”) from the Company, at a price of $1.25 per 2005 Unit, for an aggregate purchase price of $625,000. Each 2005 Unit consisted of one share of Series B Stock, $0.01 par value per share (the “Series B Stock”), and detachable warrants to purchase two shares of Common Stock at an exercise price of $1.25 per share (collectively, the “2005 Warrant”). Each share of Series B Stock is convertible into one share of Common Stock. As of March 30, 2012, the 2005 Warrant was fully exercised. The Company also granted Mr. Myhre certain registration rights, with respect to all of the 2005 Units purchased by Mr. Myhre, including all of the underlying shares of Common Stock issuable upon the exercise of the 2005 Warrant and the conversion of the Series B Stock, pursuant to the terms of the 2005 Subscription Agreement. These registration rights expired on March 30, 2008. Copies of the 2005 Subscription Agreement and the 2005 Warrant are attached hereto as Exhibits and they are incorporated herein by reference. The foregoing descriptions of each of the 2005 Subscription Agreement and the 2005 Warrant are qualified in their entirety by reference thereto.

On July 1, 2005, Mr. Myhre entered into a Stock Exchange Agreement (the “Exchange Agreement”) among the Company, C-Square Educational Enterprises (“C-Square”), a Utah corporation doing business as Broadview University (f/k/a Utah Career College), a for-profit post-secondary institution, in Utah, Roger C. Kuhl (“Kuhl”) and two trusts established by Norman H. Winer (the “Winer Trusts”). Messrs. Myhre and Kuhl and the Winer Trusts (collectively, the “Sellers”) were the owners of 100% of the issued and outstanding common stock of C-Square. Pursuant to the Exchange Agreement, at the Closing thereunder (which also occurred on July 1, 2005), Mr. Myhre transferred all of his shares of C-Square common stock to the Company in exchange for 3,403,750 shares of the Company’s Common Stock. Mr. Myhre remains bound by certain indemnification obligations to the Company pursuant to the terms of the Exchange Agreement. The Exchange Agreement is an Exhibit hereto and is incorporated herein by reference. The foregoing description of the Exchange Agreement is qualified in its entirety by reference thereto.

The information set forth in Item 3 above is incorporated herein by reference. Additionally, the Company granted Mr. Myhre certain registration rights, with respect to all of the 2013 Units purchased by Mr. Myhre, including all of the underlying shares of Common Stock issuable upon the exercise of the 2013 Warrant and the conversion of the Series B Stock, pursuant to the terms of the 2013 Subscription Agreement. These registration rights will expire on March 29, 2016. The 2013 Subscription Agreement is an Exhibit hereto and is incorporated herein by reference.

Item 7:	Material to be Filed as Exhibits.
Exhibit 1:	Securities Purchase Agreement – incorporated by reference to Exhibit 1 to Schedule 13D filed May 9, 2003.
Exhibit 2:	Registration Rights Agreement – incorporated by reference to Exhibit 2 to Schedule 13D filed May 9, 2003.
Exhibit 3:	Common Stock Purchase Warrant dated March 25, 2003 – incorporated by reference to Exhibit 3 to Schedule 13D filed May 9, 2003.
Exhibit 4:	Investment Representation Letter and Subscription Agreement dated March 30, 2005 – incorporated by reference to Exhibit 5 to Amendment No. 1 to Schedule 13D filed June 14, 2005.
Exhibit 5:	Common Stock Purchase Warrant dated March 30, 2005 – incorporated by reference to Exhibit 6 to Amendment No. 1 to Schedule 13D filed June 14, 2005.
Exhibit 6:	Stock Exchange Agreement dated July 1, 2005 – incorporated by reference to Exhibit 2.1 to Broadview Media, Inc.’s Current Report on Form 8-K filed July 8, 2005.
Exhibit 7:	Amended and Restated Certificates of Designation of Series A Preferred Stock and of Series B Preferred Stock dated April 5, 2013 – incorporated by reference to Exhibit 4.1 to the Company’s Amendment to the Current Report on Form 8-K filed April 10, 2013.
Exhibit 8:	Investment Representation Letter and Subscription Agreement dated March 29, 2013 – incorporated by reference to Exhibit 10.1 to the Company’s Amendment to the Current Report on Form 8-K filed April 10, 2013.
Exhibit 9:	Common Stock Purchase Warrant dated March 29, 2013.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

Exhibit	Description
1	Securities Purchase Agreement – incorporated by reference to Exhibit 1 to Schedule 13D filed May 9, 2003.
2	Registration Rights Agreement – incorporated by reference to Exhibit 2 to Schedule 13D filed May 9, 2003.
3	Common Stock Purchase Warrant dated March 25, 2003 – incorporated by reference to Exhibit 3 to Schedule 13D filed May 9, 2003.
4	Investment Representation Letter and Subscription Agreement dated March 30, 2005 – incorporated by reference to Exhibit 5 to Amendment No. 1 to Schedule 13D filed June 14, 2005.
5	Common Stock Purchase Warrant dated March 30, 2005 – incorporated by reference to Exhibit 6 to Amendment No. 1 to Schedule 13D filed June 14, 2005.
6	Stock Exchange Agreement dated July 1, 2005 – incorporated by reference to Exhibit 2.1 to Broadview Media, Inc.’s Current Report on Form 8-K filed July 8, 2005.
7	Amended and Restated Certificates of Designation of Series A Preferred Stock and of Series B Preferred Stock dated April 5, 2013 – incorporated by reference to Exhibit 4.1 to the Company’s Amendment to the Current Report on Form 8-K filed April 10, 2013.
8	Investment Representation Letter and Subscription Agreement dated March 29, 2013 – incorporated by reference to Exhibit 10.1 to the Company’s Amendment to the CurrentReport on Form 8-K filed April 10, 2013.
9	Common Stock Purchase Warrant dated March 29, 2013.

8

Exhibit 99.9

COMMON STOCK PURCHASE WARRANT

To Purchase 9,000,000

Shares of Common Stock of

Broadview Institute, Inc.

THIS CERTIFIES THAT, Terry Myhre or his registered assigns is/are entitled to subscribe to and purchase from Broadview Institute, Inc., a Minnesota corporation (the “Company”), at any time until 5:00 p.m. Minneapolis, Minnesota, time on March 29, 2023 (the “Expiration Date”), Nine Million (9,000,000) fully paid and non-assessable shares of the Company’s Common Stock, $.01 par value (the “Warrant Shares”), at the price of $0.50 per share (the “Warrant Exercise Price”) subject to adjustment as hereinafter indicated. This Warrant is subject to the following provisions, terms and conditions:

1.

Exercise and Transferability:

(a)

The rights represented by this Warrant may be exercised by the holder hereof, in whole or in part (but not as to a fractional share of common stock), by written notice of exercise delivered to the Company and by the surrender of this Warrant (properly endorsed if required) at the principal office of the Company and (i) payment to it by cash or certified or cashier’s check of the Warrant Exercise Price for the Warrant Shares being purchased or (ii) delivery of the Conversion Notice in accordance with Section 10 hereof.

(b)

This Warrant may not be transferred, except by will, pursuant to the operation of law, or in compliance with the provisions of Section 9 hereof.

2.

Issuance of Shares. The Company agrees that the Warrant Shares purchased hereby shall be and are deemed to be issued to the record holder hereof as of the close of business on the date on which this Warrant shall have been exercised by surrender of the Warrant and payment for the Warrant Shares as aforesaid. Subject to the provisions of the next succeeding Section, certificates for the Warrant Shares so purchased shall be delivered to the Holder hereof within a reasonable time, not exceeding ten (10) days after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the and, unless this Warrant has expired, a new Warrant representing the right to purchase the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the Holder hereof within such time. Notwithstanding the foregoing, however, the Company shall not be required to deliver any certificate for shares of Common Stock upon exercise of this Warrant, except in accordance with the provisions, and subject to the limitations, of Section 9 hereof, to the extent that such provisions and limitations are applicable.

3.

Covenants of Company. The Company covenants and agrees that The Warrant Shares issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized and issued, fully paid, non-assessable and free from all taxes, liens, and charges with respect to the issue thereof, and without limiting the generality of the foregoing, the Company covenants and agrees that it will from time to time take all such actions as may be required to assure that the par value per share of Common Stock is at all times equal to, or less than, the then effective Warrant Exercise Price. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved for issuance upon exercise of the rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of such rights.

4.

Anti-Dilution Adjustments. The provisions of this Warrant relating to the number of Warrant Shares and the Warrant Exercise Price are subject to the adjustment as hereinafter provided:

(a)

In case at any time the Company shall subdivide its outstanding shares of Common Stock into a greater number of shares, the Warrant Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced and the number of Warrant Shares purchasable pursuant to this Warrant immediately prior to such subdivision shall be proportionately increased, and, conversely, in case at any time the Company shall combine its outstanding shares of Common Stock into smaller number of shares, the Warrant Exercise Price in effect immediately prior to such combination shall be proportionately increased and the number of Warrant Shares purchasable upon the exercise of this Warrant immediately prior to such combination shall be proportionately reduced. Except as provided in this Subsection 4(i), no adjustment in the Warrant Exercise Price and no change in the number of Warrant Shares so purchasable shall be made pursuant to this Section 4 as a result of, or by reason of, any such subdivision or combination.

(b)

Except as herein provided, no adjustment of the Warrant Exercise Price hereunder shall be made if such adjustment results in a change in the Warrant Exercise Price then in effect of less than five cents ($.05). Any adjustment of less than five cents ($.05) of any Warrant Exercise Price shall be carried forward and shall be made at the time of, and together with, any subsequent adjustment, which together with any adjustment or adjustments so carried forward amounts to five cents ($.05) or more. However, upon the exercise of this Warrant, the Company shall make all necessary adjustments (to the nearest cent) not theretofore made to the Warrant Exercise Price up to and including any date upon which this Warrant is exercised.

5.

Consolidations, Merger, or Sale of Assets. In case of any consolidation or merger of the Company with another corporation, the sale of all or substantially all of its assets to another person, or any reorganization or reclassification of the capital stock of the Company (except a split-up or combination, provision for which is made in Section 4 hereof), as a condition such consolidation, merger, sale, reorganization, or reclassification, lawful and adequate provision shall be made whereby the Holder hereof shall thereafter have the right to purchase upon the basis and upon the terms and conditions specified herein and in lieu of the Warrant Shares immediately theretofore purchasable hereunder, such shares of stock, securities, or assets as may (by virtue of such consolidation, merger, sale, reorganization, or reclassification) be issued or payable with respect to, or in exchange for, a number of outstanding shares of the Company’s Common Stock equal to the number of Warrant Shares immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization, or reclassification not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Warrant Exercise Price) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, or assets thereafter deliverable upon the exercise of this Warrant. The Company shall not effect any such consolidation, merger, or sale unless, prior to, or simultaneously with, the consummation thereof, the successor person or persons purchasing such assets or succeeding or resulting from such consolidation, merger, reorganization, or reclassification shall assume by written instrument, executed and mailed or delivered to the Holder, obligation to deliver to such Holder such shares of stock, securities, or assets as, in accordance with the foregoing provisions, the Holder may be entitled to receive.

6.

Fractional Shares. Fractional shares shall not be issued upon exercise of this Warrant, but in any case where the Holder would, except for the provisions of this Section, be entitled under the terms hereof to receive a fractional share, the Company shall, upon the exercise of this Warrant for the largest number of whole shares then called for, pay an amount in cash equal to the sum of (i) the excess, if any, of the Market Price of such fractional share over the proportional part of the Warrant Exercise Price represented by such fractional share plus (ii) the proportional part of the Warrant Exercise Price represented by such fractional share. For purposes of this Section, the term “Market Price” with respect to shares of Common Stock of any class or series means the last reported sale price or, if none, the average of the last reported closing bid and asked prices on any national securities exchange or on NASDAQ, the average of the last reported closing bid and asked prices as reported by market makers in such Common Stock on the over the counter market or, if not listed on a national exchange or on NASDAQ or quoted by market makers, the fair market value as determined in good faith by the Company’s Board of Directors.

7.

Common Stock.. As used herein, the term "Common Stock" shall mean and include the Company's presently authorized shares of Common Stock and shall also include any capital stock of any class of the Company hereafter authorized which shall not be limited to fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends or in the distribution of assets upon the voluntary or involuntary liquidation, dissolution, or winding-up of the Company.

8.

No Voting Rights. This Warrant shall not entitle the Holder hereof to any voting rights as a shareholder of the Company.

9.

Restrictions on Transfer of the Warrant and the Warrant Shares.

(a)

The Holder of this Warrant, by acceptance hereof, acknowledges that neither this Warrant nor the Warrant Shares have been registered under the Securities Act of 1933 or applicable state securities laws and certifies that the Warrant is being acquired for investment, for the Holder’s own account, and not for distribution or sale. The Holder further acknowledges that similar representations may be required prior to the delivery of Warrant Shares following exercise of the Warrant.

(b)

The Holder of this Warrant, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or any Warrant Shares of the Holder’s intention to do so, describing briefly the manner of any proposed transfer. Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel, and if in the opinion of such counsel the proposed transfer complies with federal and state securities laws and may be effected without registration or qualification (under any federal or state law), the Company, as promptly as practical, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer or dispose of the Warrant or Warrant Shares in accordance with the written notice.

If, in the opinion of the Company’s counsel referred to in this Section 9, the proposed transfer of the Warrant or any Warrant Shares described in the written notice given pursuant to this Section 9 may not be effected without registration or qualification under federal or state securities laws, the Company shall promptly give written notice thereof to the Holder hereof, and the Holder will limit his activities in respect to such as, in the opinion of such counsel, are permitted by law.

(c)

The Following legend respecting restrictions upon transfer of the Warrant and the Warrant Shares shall be endorsed on all certificates for the Warrant and Warrant Shares:

THESE SECURITIES HAVE NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933” ACT), AND APPLICABLE STATE SECURITIES LAWS. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF WITHIN THE MEANING OF THE 1933 ACT AND THE RULES AND REGULATIONS THEREUNDER. THE HOLDER OF SUCH SECURITIES HAS AGREED NOT TO EFFECT A DDISPOSITION OF SUCH SECURITIES UNLESS AND UNTIL (i) A REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES HAS BECOME EFFECTIVE UNDER THE 1933 ACT OR (ii) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT REGISTRATION UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

In addition, the Company’s transfer agent shall place a stop order on the Company’s transfer books with regards to the Warrant and the Warrant Shares.

10.

Cashless Exercise.

(a)

In addition to and not limiting the rights of the Holder of this Warrant under the terms of this Warrant, the Holder of this Warrant shall have the right (the “Conversion Right”) to convert this Warrant or any portion thereof into shares of Common Stock as provided in this Section 10 at any time or from time to time after March 29, 2016, and prior to its expiration. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the Converted Warrant Shares). The Company shall deliver to the holder of this Warrant, without payment by the Holder of any exercise price or any cash or other consideration, that the number of shares of Common Stock equal to the quotient obtained by dividing the Net Value (as herein defined) of the Converted Warrant Shares by the fair market value (as defined in paragraph (c) below) of a single share of Common Stock, determined in each case of the close of business on the Conversion Date (as hereinafter defined). The “Net Value” of the Converted Warrant Shares shall be determined by subtracting the aggregate Warrant purchase price of the Converted Warrant Shares from the aggregate fair market value of the Converted Warrant Shares. Notwithstanding anything in this Section 10 to the contrary, the Conversion Right cannot be exercised with respect to a number of Converted Warrant Shares having a Net Value below $100. No fractional shares shall be issued upon exercise of the Conversion Right, and if the number of shares to be issued in accordance with the formula is other than a whole number, the Company shall pay to the holder of this Warrant an amount in cash to the fair market value of the resulting fractional share.

(b)

The Conversion Right may be exercised by the holder of this Warrant by surrender of this Warrant at the principal office of the Company together with a written statement, substantially in the form attached hereto, specifying that the holder thereby intends to exercise the Conversion right and indicating the number of shares subject to this Warrant which are being surrendered (referred to in paragraph (a) above as the Converted Warrant Shares) in exercise of the Conversion Right. Such conversion shall be effective upon receipt by the Company of this Warrant together with the aforesaid written statement, or on such later date as is specified therein (the “Conversion Date”), but not later than the expiration date of this Warrant. Certificates for the shares of Common Stock issued upon exercise of the Conversion Right, together with a check in payment of any fractional shares and, in the case of a partial exercise, a new Warrant evidencing the shares remaining subject to this Warrant, shall be issued as of the Conversion Date and shall be delivered to the holder of this Warrant within 15 days following the Conversion Date.

(c)

For purposes of this Section 10, the “fair market value” of a share of Common Stock as of a particular date shall be its “market price”, as calculated as described in Section 6 hereof.

11.

Registration Rights. With respect the Warrant Shares, the Holder shall be entitled to the registration and other rights set forth in that certain Registration Rights Agreement, dated as of March 25, 2003, as if the Warrant Shares were part of the “Registrable Securities” provided for therein and as if the date of such Agreement were March 29, 2013.

IN WITNESS WHEREOF, Broadview Institute, Inc. has caused this Warrant to be signed by its duly authorized officer and this Warrant to be dated March 29, 2013.

BROADVIEW INSTITUTE, INC.

By:          /s/ Kenneth J. McCarthy____________________

Kenneth J. McCarthy

Chief Financial Officer

WARRANT EXERCISE FORM

To be signed only upon exercise of Warrant.

The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant, and to purchase there under, ______________ of the shares of Common Stock of Broadview Institute, Inc. to which such Warrant relates and herewith makes payment of $____________ therefore in cash or by certified check, and requests that such shares be issued and delivered to, ____________________________, the address for which is set forth below the signature of the undersigned.

Dated: _______________________

____________________________	_____________________________
(Taxpayer’s I.D. Number)	(Signature)
	_____________________________
	_____________________________
	(Address)

ASSIGNMENT FORM

To be signed only upon authorized transfer of Warrant

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto those persons listed on Exhibit A hereto the right to purchase shares of Common Stock of Broadview Institute, Inc. to which the within Warrant relates and appoints ____________________________, to transfer said right on the books of Broadview Institute, Inc. with full power of substitution in the premises.

CONVERSION NOTICE

(To be signed upon exercise of Warrant pursuant to Section 10)

To: Broadview Institute, Inc.

Pursuant to the terms of Section 10 of the attached Warrant, the undersigned hereby irrevocably elects to exercise by cashless exercise ________________ of the shares of Common Stock of Broadview Institute, Inc. covered by the Warrant, and hereby delivers this Warrant for surrender of such number of shares covered hereby as provided in Section 10 for exercise of the Conversion Right associated with such number of surrendered shares.

Please issue a certificate for the shares of Common Stock in the name set forth below:

______________________________

______________________________

Print Name(s), if joint

______________________________

Address

______________________________

City, State, Zip Code

______________________________

______________________________

Taxpayer I.D. Number(s), if joint

______________________________

______________________________

Social Security Number(s), if joint

The undersigned represents that the shares to be issued to the undersigned as a result of the exercise of the Conversion Right of the Warrant are acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares.

Date: ___________________	_____________________________
	_____________________________
	Signature(s), if joint

The signature on the Notice of Exercise must correspond to the name as written upon the face of the Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust, or other entity, PLEASE indicate your position(s) and title(s) with such entity.

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