Exhibit 10.10
                           REVOLVING CREDIT AGREEMENT

                         Dated as of September 27, 1996

         BNC Financial  Corporation,  a Delaware  corporation (the  "Borrower"),
located at 4150 South Second  Street,  Suite 350, St.  Cloud,  MN 56310 and Bank
Windsor, a Minnesota banking corporation (the "Bank"),  located at 740 Marquette
Avenue, Minneapolis, Minnesota 55402, agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

         Section 1.1. Definitions. As used in this Agreement the following terms
shall have the following  meanings  (such  meanings to be equally  applicable to
singular and plural forms of the terms defined):

         (a) "Affiliate" shall mean any of the following Persons:

                  (i)      any director, officer or employee of the Borrower;

                 (ii)      any  erson  who, individually  or with his  immediate
                           family beneficially owns or holds 5% or more of 
                           voting interest of the Borrower; or


                (iii)      any company in  which any Person described above owns
                           a 5% or greater equity interest.

         (b) "Borrowing  Base" shall mean an amount equal to 50% of the Value of
         Eligible Loans.

         (c) "Business  Day" shall mean any day other than a Saturday, Sunday or
         a public  holiday  or the  equivalent  under  the laws of the  State of
         Minnesota or the United States of America.

         (d) "Debt" shall mean (i)  indebtedness  for borrowed  money or for the
         deferred  purchase price of property or services,  (ii)  obligations as
         lessee under  leases which shall have been or should be, in  accordance
         with  generally  accepted  accounting  principles,  recorded as capital
         leases,  (iii)  obligations  under  direct or  indirect  guaranties  in
         respect of, and  obligations  (contingent  or otherwise) to purchase or
         otherwise  acquire,  or otherwise to assure a creditor  against loss in
         respect of, indebtedness or obligations of others of the kinds referred
         to in clause  (I) or (ii)  above,  and (iv)  liabilities  in respect of
         unfunded vested benefits under plans covered by Title IV of ERISA.

         (e) "Event of Default" shall  mean  one  of  the  events  specified  in
         Section 6.1.

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         (f) "Loan Documents" shall mean this Agreement,  the Note, the Security
         Agreement,  the  Guaranty  and all other  documents  to be  executed in
         connection with this Agreement.

         (g) "Loan Party"  shall  mean  any  Person  obligated  under  any  Loan
         Document.

         (h) "Note" shall mean the Revolving Note described in Section 2.2.

         (i) "Person" shall mean an individual, corporation,  partnership, joint
         venture, trust or unincorporated organization or governmental agency or
         political subdivision thereof.

         (j) "Reference  Rate"  shall  mean the rate  established  by First Bank
         National Association from time to time as its reference rate.

         (k) "Subsidiary"  shall  mean any corporation of which more than 50% of
         the  outstanding  capital stock having ordinary voting power to elect a
         majority of the Board of Directors of such corporation (irrespective of
         whether or not at the time capital  stock or any other class or classes
         of stock of such corporation  shall or might have voting power upon the
         occurrence  of any  contingency)  is at the time directly or indirectly
         owned  by  the  Borrower,  by  the  Borrower  and  one  or  more  other
         Subsidiaries, or by one or more other Subsidiaries.

         (l) "Value  of  Eligible  Loans"  shall mean the  aggregate  net unpaid
         amount  then due and owing  under  those  commercial  loans made by the
         Borrower  that:  (I) have been  approved  by the Bank in  writing to be
         included in the Borrowing Base; (ii) are not in default;  and (iii) are
         subject to a perfected  security  interest in favor of only the Bank as
         required by this Agreement.

         Section 1.2.  Accounting  and Other  Terms.  All  accounting  terms not
specifically  defined in this  Agreement  shall be construed in accordance  with
generally accepted accounting principles consistently applied as such principles
may change from time to time. Other terms defined herein shall have the meanings
ascribed to them herein.

                                   ARTICLE II.
                                 REVOLVING LOAN

         Section  2.1.  Commitment  for  Revolving  Loan.  The Bank  agrees,  in
accordance with the terms of this Agreement,  to make advances (the  "Advances")
to the  Borrower  from  time to time  from  the  date  hereof  to and  including
September 30, 1997 (the  "Termination  Date") or the earlier  termination of the
Commitment  under the terms of this  Agreement,  in an  aggregate  amount not to
exceed $2,000,000.00 (the "Commitment");  provided,  however, that the aggregate
amount of  Advances  outstanding  shall not at any time exceed the lesser of (i)
the Commitment or (ii) the Borrowing Base. Each Advance shall be in an amount of
not less than  $10,000.00.  Within the limits of the Commitment the Borrower may
borrow, prepay pursuant to Section 2.5 and reborrow under this Section 2.1.


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         Section 2.2. The Note. The Advances made by the Bank shall be evidenced
by a promissory note (the "Note") which is in substantially  the form of Exhibit
A attached hereto and is delivered to the Bank pursuant to Article III.

         Section 2.3.  Making of Advances.  Borrower may request  Advances under
this  Agreement  by  giving  notice  to the  Bank,  specifying  the  date of the
requested  Advance and the amount  thereof.  Any request for an Advance shall be
deemed to be a representation that the Borrower's representations and warranties
contained  in Section  4.1 are true and correct as of the date of the Advance as
though  made on and as of such  date  and  that no  event  has  occurred  and is
continuing,  or will result from such  Advance,  which  constitutes  an Event of
Default or would  constitute  an Event of Default but for the  requirement  that
notice be given or time elapse or both.  The Bank may  disburse  each  requested
Advance by crediting immediately available funds in the amount of the Advance to
Borrower's demand deposit account maintained with the Bank.

         Section 2.4. Interest and Payments. The Borrower shall repay, and shall
pay  interest  on, the  aggregate  unpaid  principal  amount of all  Advances in
accordance  with the Note.  All  payments of principal  and interest  under this
Agreement shall be made when due to the Bank in immediately available funds. All
computations  of  interest  shall be made by the Bank on the basis of the actual
number of days elapsed in a year of 360 days. Whenever any such payment shall be
due on a non- Business  Day,  such payment shall be made on the next  succeeding
Business Day, and such extension of time shall be included in the computation of
interest,  as the case may be. The Bank is  expressly  authorized  to charge any
principal or interest  payment,  when due, to Borrower's  demand deposit account
maintained at the Bank, or, if that account shall not contain  sufficient funds,
to any other account maintained by Borrower at the Bank.

         Section 2.5. Voluntary Prepayment.  The Borrower may prepay the Note in
whole or in part; provided,  however, that each partial prepayment shall be in a
principal amount of not less than $10,000.00.

         Section  2.6.  Mandatory  Prepayment.  In the event that the  aggregate
outstanding  principal  amount of the Note shall  exceed the  Borrowing  Base as
shown on the Borrowing  Base  Certificate  most  recently  delivered to the Bank
pursuant to Section  5.1(a),  the  Borrower  shall pay to the Bank the amount of
such  excess  together  with the amount of accrued  interest to the date of such
prepayment on the amount prepaid.

         Section  2.7. Use of  Proceeds.  The proceeds of the Advances  from the
Bank shall be used to fund the Borrower's  lending  activities and to re-pay not
more than $1,000,000.00 of Debt owed to the Guarantor.

                                  ARTICLE III.
                              CONDITIONS OF LENDING

         Section 3.1.  Conditions  Precedent to Initial Advance.  The Bank shall
have no obligation to make the initial Advance  hereunder  unless the Bank shall
have received on or before the date of such Advance the following documents:

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         (a) The Note, properly executed and delivered on behalf of the Borrower

         (b) A  security  agreement  (the  "Security   Agreement"),  in  a  form
         acceptable to the Bank properly executed and delivered on behalf of the
         Borrower,  granting  to the  Bank  a  security  interest  in all of the
         Borrower's  accounts and notes receivable,  and all collateral for such
         accounts and notes receivable and other property  described  therein as
         security for the performance of the Borrower's  obligations  under this
         Agreement and the Note,  together with any UCC-I Financing Statement or
         other document deemed necessary or desirable by the Bank to perfect the
         security interest granted by the Security Agreement.

         (c) A certified  copy of the  resolutions  of the Board of Directors of
         the  Borrower,  approving  the  execution  and  delivery  of  the  Loan
         Documents  to which  it is a party  and  approving  all  other  matters
         contemplated by this Agreement.

         (d) A certificate  by the  Secretary or any Assistant  Secretary of the
         Borrower  certifying  the  names  of the  officer  or  officers  of the
         Borrower  authorized to sign the Loan Documents to which it is a party,
         together with a sample of the true signature of such office.

         (e) A guaranty and subordination agreement (the "Guaranty") of BNCCORP,
         lnc. (the  "Guarantor"),  in a form satisfactory to the Bank,  securing
         the  Borrower's  obligations  under  this  Agreement  and the  Note and
         subordinating the Borrower's Debt owed to the Guarantor.

         (f) An opinion of Guarantor's  counsel in a form acceptable to the Bank
         stating that the Guarantor's execution and delivery of the Guaranty has
         been  authorized  by  all  necessary  corporate  action  and  that  all
         approvals and consents  required from any third party or any regulatory
         agency have been obtained.

         Section 3.2.  Conditions  Precedent to Each Advance.  The obligation of
the Bank to make each Advance  (including the initial  Advance) shall be subject
to the further conditions precedent, that on the date of such Advance:

         (a) The representations and warranties contained in Section 4.1 of this
         Agreement are  correct on and as of the date of such Advance as though
         made on such date; and

         (b) No event has occurred and is  continuing,  or will result from such
         Advance,  which  constitutes an Event of Default or would constitute an
         Event of Default but for the  requirement  that notice be given or time
         elapse or both.

                                   ARTICLE IV.
                         REPRESENTATIONS AND WARRANTIES

         Section 4.1.  Representations and Warranties of the Borrower. To induce
the Bank to make Advances, the Borrower represents and warrants as follows:

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         (a)  Existence  of  Borrower.   The  Borrower  is  a  corporation  duly
         incorporated,  validly  existing and in good standing under the laws of
         the state indicated at the beginning of this Agreement and is qualified
         to conduct its business in  Minnesota  and in all other States in which
         it conducts its business.

         (b) Authority to Execute.  The execution,  delivery and  performance by
         the  Borrower of the Loan  Documents  to which it is a party are within
         the  Borrower's  corporate  powers,  have been duly  authorized  by all
         necessary  corporate  action,  do not and  will not  conflict  with any
         provision  of law or of the charter or bylaws of the Borrower or of any
         agreement or  contractual  restriction  binding  upon or affecting  the
         Borrower or any of its  property,  and need no further  shareholder  or
         creditor consent.

         (c) Binding Obligation. This Agreement is, and the-other Loan Documents
         when delivered  hereunder will be, legal, valid and binding obligations
         of the Loan Parties enforceable against such Persons in accordance with
         their respective terms.

         (d) Governmental Approval. No consent of, or filing  with,  any govern-
         mental   authority   is   required   on  the  part of any Loan Party in
         connection  with  the  execution,  delivery  or performance of any Loan
         Documents.

         (e) Financial  Statements.  The unaudited  financial  statements of the
         Borrower as of August 31, 1996,  copies of which have been furnished to
         the Bank,  have been prepared in  conformity  with  generally  accepted
         accounting  principles  consistently  applied  and  present  fairly the
         financial condition of the Borrower as of such date, and the results of
         the operations of the Borrower for the financial period then ended, and
         since such date,  there has been no materially  adverse  change in such
         financial condition.

         (f) Litigation.  No litigation or governmental proceeding is pending or
         threatened  against the Borrower  which may have a  materially  adverse
         effect on the financial condition or operations of the Borrower.

         (g) Title to  Assets.  Borrower  has good and  marketable  title to all
         assets used in connection  with its trades or  businesses,  and none of
         such assets is subject to any mortgage, pledge, lien, security interest
         or  encumbrance of any kind,  except for current taxes not  delinquent,
         and   except   as  has  been   disclosed   in   writing   to  the  Bank
         contemporaneously with this Agreement.

         (h) Taxes.  The  Borrower  has filed all federal  and state  income and
         excess profits tax returns which are required to be filed, and has paid
         all taxes shown on such returns to be due and all other tax assessments
         received by it to the extent that such assessments have become due.

         (i) ERISA. No plan (as that term is defined in the Employee  Retirement
         Income  Security Act of 1974 ("ERISA")) of Borrower (a "Plan") which is
         subject to Part 3 of Subtitle B of Title 1 of ERISA had an  accumulated
         funding deficiency (as such term is defined in ERISA)

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         as of the last day of the most  recent  fiscal  year of such Plan ended
         prior to the date hereof, or would have had such an accumulated funding
         deficiency  on such date if such year were the first year of such Plan,
         and no material  liability to the Pension Benefit Guaranty  Corporation
         has been,  or is expected by the Borrower to be,  incurred with respect
         to any such  Plan.  No  Reportable  Event (as  defined  in  ERISA)  has
         occurred and is continuing in respect to any such Plan.

         (j)  Defaults.  The  Borrower  is not in  default  in  the  payment  of
         principal or interest on any indebtedness for borrowed money and is not
         in default under any instrument or agreement  under or subject to which
         any indebtedness  for borrowed money has been issued,  and no event has
         occurred and is continuing  which. with or without the lapse of time or
         the giving of notice, or both, constitutes or would constitute an event
         of  default  under  any such  instrument  or  agreement  or an Event of
         Default hereunder.

         (k)      Subsidiaries. Borrower has no Subsidiaries.

                                   ARTICLE V.
                            COVENANTS OF THE BORROWER

         Section 5.1  Affirmative  Covenants.  So long as the Note shall  remain
unpaid or the Bank shall have a Commitment hereunder,  the Borrower will, unless
the Bank shall give its prior written consent:

         (a) Financial Reporting.  Furnish to the Bank: (i) as soon as available
         and in any  event  within 30 days  after the end of each  month of each
         fiscal year of the Borrower,  balance  sheets of the Borrower as of the
         end of such month and statements of income and retained earnings of the
         Borrower for the period  commencing  at the end of the previous  fiscal
         year and  ending  with the end of such  month,  certified  by the chief
         financial officer of the Borrower; (ii) as soon as available and in any
         event  within 45 days after the end of each quarter of each fiscal year
         of the Guarantor, balance sheets of the Guarantor as of the end of such
         quarter and statements of income and retained earnings of the Guarantor
         for the period  commencing  at the end of the previous  fiscal year and
         ending with the end of such quarter,  certified by the chief  financial
         officer of the  Guarantor;  (iii) as soon as available and in any event
         within 90 days after the end of each fiscal year of the Borrower and of
         the  Guarantor,  a copy of the  annual  report  for  such  year for the
         Borrower and for the  Guarantor,  containing  financial  statements for
         such year  certified in a manner  acceptable to the Bank by independent
         public  accountants  acceptable  to the Bank;  (iv)  promptly  upon the
         sending or filing  thereof  copies of all public  reports issued by the
         Borrower  or the  Guarantor  to any of  its  security  holders,  to the
         Securities  and  Exchange  Commission  or to  any  national  securities
         exchange; (v) promptly upon the filing or receiving thereof,  copies of
         all reports  which the Borrower or the  Guarantor  files under ERISA or
         which the Borrower or the Guarantor  receives from the Pension  Benefit
         Guaranty  Corporation  if such report shows any  material  violation or
         potential violation by the Borrower or the Guarantor of its obligations
         under ERISA; (vi) such other  information  concerning the conditions or
         operations,  financial or otherwise,  of the Borrower and the Guarantor
         as the Bank from time to time may reasonably request; (vii)

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         within  30  days  after  the  end  of  each  month,  a  Borrowing  Base
         Certificate  for the month  most  recently  ended,  together  with such
         information  as the Bank shall request about the loans  included in the
         Value of Eligible Loans in that Borrowing Base Certificate.

         (b) Visitation  Rights.  At any reasonable  time and from time to time,
         permit the Bank or any agents or  representatives  thereof,  to examine
         and make copies of and abstracts  from the records and books of account
         of, and visit the  properties  of,  the  Borrower,  and to discuss  the
         affairs, finances and accounts of the Borrower with any of its officers
         or directors.  The Borrower will  reimburse the Bank for its reasonable
         costs and expenses of conducting such periodic examinations.

         (c)  Notification  of  Default.  Etc.  Notify the Bank as  promptly  as
         practicable  (but in any event not later  than 5 Business  Days)  after
         Borrower  obtains  knowledge of: (I) the  occurrence of any event which
         constitutes  an Event of Default or which would  constitute an Event of
         Default  with the  passage of time or the giving of notice or both;  or
         (ii) the commencement of any litigation or governmental  proceedings of
         any  type  which  could  materially   adversely  affect  the  financial
         condition or business operations of the Borrower.

         (d) Keeping of Financial Records and Books of Account.  Maintain proper
         financial  records in accordance  with  generally  accepted  accounting
         principles  consistently  applied which fully and correctly reflect all
         financial transactions and all assets and liabilities of the Borrower.

         (e)  Maintenance  of Insurance.  Maintain such insurance with reputable
         insurance  carriers  as is  normally  carried by  companies  engaged in
         similar businesses and owning similar property.

         (f)  Payment of Taxes.  Pay all  taxes,  assessments  and  governmental
         charges  of any  kind  payable  by it as such  taxes,  assessments  and
         charges  become due and before any penalty shall be imposed,  except as
         Borrower  shall  contest in good faith and by  appropriate  proceedings
         providing   such  reserves  as  are  required  by  generally   accepted
         accounting principles.

         (g)  Compliance  with ERISA.  Cause each  benefits plan of the Borrower
         that  is  subject  to  the   provisions  of  ERISA  to  comply  and  be
         administered  in  accordance  with those  provisions of ERISA which are
         applicable to such plan.

         (h)  Maintenance of Accounts.  Maintain  corporate bank accounts at the
         Bank  except for such  incidental  accounts  that  reasonable  business
         judgment requires to be maintained elsewhere.

         (i) Preservation of Corporate Existence. Etc. Preserve and maintain its
         corporate existence, rights,  franchises  and  privileges in the juris-
         diction  of  its  incorporation, and qualify and remain qualified, as a
         foreign corporation in each jurisdiction in which such qualification is
         necessary  or  desirable  in view of its business and operations or the
         ownership of its properties.

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         Section  5.2.  Negative  Covenants.  So long as the Note  shall  remain
unpaid or the Bank shall have a Commitment  here under,  the Borrower  will not,
unless the Bank shall give its prior written consent:

         (a)  Liens.  Create  or suffer to exist  any  mortgage,  pledge,  lien,
         security  interest or other  encumbrance with respect to any assets now
         owned or hereafter  acquired by Borrower except those encumbrances made
         in favor of the Bank.

         (b) Debt. Create or suffer to exist any Debt except the Debt under this
         Agreement  or  the  Note  or  Debt  owed  to  the  Guarantor  which  is
         subordinated to the Note pursuant to the Guaranty.

         (c) Merger,  Etc.  Merge or  consolidate  with any other Person;  sell,
         transfer,  convey,  lease  or  otherwise  dispose  of  (whether  in one
         transaction  or in a  series  of  transactions)  all  or a  substantial
         portion of its assets (whether now owned or hereafter  acquired) to any
         other Person.

         (d)  Compensation.  Pay a salary  or other  compensation  to any of its
         officers, directors, employees or stockholders in an amount which is in
         excess of a reasonable  salary or other  compensation  paid for similar
         services by similar businesses.

         (e) Transactions with Affiliates. Engage in any transaction (including,
         without limitation, loans or financial accommodations of any kind) with
         any Affiliate provided that such transactions are permitted if they are
         on terms no less  favorable to the Borrower than would be obtainable if
         no such relationship existed.

         (f) Change  in  Nature  of  Business.  Make  any material change in the
         nature of the business of the Borrower, taken as a whole, as carried on
         at the date hereof.

         (g) Dividends. Etc.  Purchase  or  redeem  any  of  its  capital stock,
         declare or pay any dividends (other than stock dividends) thereon, make
         any  cash  or  property  distribution to shareholders, or set aside any
         funds for such purpose.

                                   ARTICLE VI.
                                     DEFAULT

          Section 6.1 . Events of Default. "Events of Default" in this AgreemenT
means any of the following events:

         (a) Failure of the  Borrower  to pay the principal of the Note when due
         or, if payable on demand, upon demand;

         (b) Failure of the Borrower to  pay  any  interest  required to be paid
         hereunder or under the Note when due;

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         (c) Any  representation  or warranty made by, or on behalf of, any Loan
         Party in, or pursuant  to, any Loan  Document  shall prove to have been
         incorrect in any material respect when made;

         (d) Default in  performance  of any other  covenant or agreement of any
         Loan Party in, or pursuant  to, any Loan  Document and  continuance  of
         such  default or breach for a period of 30 days  after  written  notice
         thereof to such Person by the Bank;

         (e) Any Loan  Party  shall  generally  not pay its or his debts as such
         debts become due, or shall admit in writing its or his inability to pay
         its or his debts generally,  or shall make a general assignment for the
         benefit of  creditors;  or any  proceeding  shall be  instituted  by or
         against any Loan Party  seeking to  adjudicate  it or him a bankrupt or
         insolvent,   or  seeking  liquidation,   winding  up,   reorganization,
         arrangement,   adjustment,   custodianship,   protection,   relief,  or
         composition  of it or him or its or his debts under any law relating to
         bankruptcy,  insolvency  or  reorganization  or relief of  debtors,  or
         seeking  the  entry of an order for  relief,  or the  appointment  of a
         receiver,  custodian,  trustee, or other similar official for it or him
         or for any substantial  part of its or his property;  or any Loan Party
         shall take any  corporate  action to  authorize  any of the actions set
         forth above in this subsection;  and in the case of a proceeding of the
         type described in this paragraph commenced against any Loan Party, that
         proceeding  shall not be  dismissed  within 60 days or that Loan  Party
         shall consent to that proceeding;

         (f) The  Borrower  shall  fail  to pay any  Debt  (but  excluding  Debt
         evidenced  by the Note) of the  Borrower  or any  interest  or  premium
         thereon, when due (whether by scheduled maturity,  required prepayment,
         acceleration,  demand or  otherwise)  and such failure  shall  continue
         after the applicable grace period,  if any,  specified in the agreement
         or  instrument  relating to such Debt;  or any other  default under any
         agreement or instrument  relating to any such Debt, or any other event,
         shall occur and shall continue after the  applicable  grace period,  if
         any,  specified in such agreement or instrument,  if the effect of such
         default or event is to accelerate,  or to permit the  acceleration  of,
         the maturity of such Debt; or any such Debt shall be declared to be due
         and  payable,  or  required  to be prepaid  (other  than by a regularly
         scheduled required prepayment), prior to the stated maturity thereof;

         (g) The Guaranty  shall  be  repudiated  or revoked, or purported to be
         repudiated or revoked;

         (h) The entry  against  any Loan Party of a final  judgment,  decree or
         order  for the  payment  of  money in  excess  of  $100,000.00  and the
         continuance of such judgment,  decree or order unsatisfied for a period
         of 30 days without a stay of execution;

         (i) Any Reportable  Event (as defined in ERISA) shall have occurred and
         continue  for 30  days  under a  Plan;  or any  Plan  shall  have  been
         terminated by Borrower or the  Guarantor not in compliance  with ERISA,
         or a trustee  shall have been  appointed by a court to  administer  any
         Plan, or the Pension Benefit Guaranty Corporation shall have instituted
         proceedings to terminate any Plan or to appoint a trustee to administer
         any Plan;

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         (j) Jeffrey  A.  Reed  shall  cease,  for  any  reason, to be the chief
         executive officer of the Borrower;

         (k) The Bank shall at any time have reasonable  grounds to believe that
         the prospect of due and punctual  payment of any of the  obligations of
         the  Borrower  now or hereafter  existing  under,  or pursuant to, this
         Agreement is impaired.

         Section 6.2 Rights and  Remedies.  If any Event of Default  shall occur
and be continuing,  the Bank may exercise any or all of the following rights and
remedies:

         (a) By written notice to the Borrower, suspend or terminate the Commit-
         ment, whereupon the same shall forthwith be suspended or terminated;

         (b) Declare the Note, all interest  thereon,  and all other obligations
         under,  or pursuant  to, any Loan  Document to be  immediately  due and
         payable,  and upon  such  declaration  such  Note,  interest  and other
         obligations shall immediately be due and payable,  without presentment,
         demand,  protest or any notice of any kind,  all of which are expressly
         waived;

         (c) Exercise any right or remedy under the Security  Agreement,  or any
         other right or remedy of a secured  party under the Uniform  Commercial
         Code as in effect in Minnesota;

         (d) Exercise any other right or remedy available to the  Bank at law or
         in

                                  ARTICLE VII.
                                  MISCELLANEOUS

         Section 7.1. No Waiver; Cumulative Remedies. No failure or delay on the
part of the Bank in exercising  any right or remedy  under,  or pursuant to, any
Loan Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right,  remedy or power preclude other or further  exercise
thereof,  or the exercise of any other right,  remedy or power.  The remedies in
the Loan Documents are cumulative and are not exclusive of any remedies provided
by law.

         Section  7.2.  Amendments  and  Waivers.  No amendment or waiver of any
provision  of any Loan  Document  shall be  effective  unless such  amendment or
waiver is in writing  and is signed by the Bank,  and such  amendment  or waiver
shall be effective  only in the specific  instance and for the specific  purpose
for which it was given.

         Section  7.3.  Notices.  Etc.  All  notices  and  other  communications
provided for hereunder shall be in writing (including telecopier  communication)
and mailed or telecopied or delivered, if to the Borrower, at its address stated
in the preamble hereof,  Attention:  Jeffrey A. Reed; and if to the Bank, at its
address stated in the preamble hereof, Attention: David Richards; or, as to each
party,  at such other  address as shall be designated by such party in a written
notice to the other  party.  All such  notices and  communications  shall,  when
mailed or telecopied, be effective when deposited in the mails or transmitted by
telecopier,  respectively,  addressed as  aforesaid,  except that notices to the
Bank  pursuant  to the  provisions  of Article II shall not be  effective  until
received by the Bank.

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         Section 7.4. Costs and Expenses.  The Borrower  agrees to pay on demand
all costs and expenses of the Bank in  connection  with the  preparation  of the
Loan Documents,  including reasonable attorneys fees and legal expenses, as well
as all costs and expenses of the Bank,  including  reasonable attorneys fees and
expenses,  in connection  with the  administration  and  enforcement of the Loan
Documents (whether suit is commenced or not).

         Section  7.5.  Right of  Set-off.  Upon the  occurrence  and during the
continuance  of any Event of Default the Bank is hereby  authorized  at any time
and from time to time,  to the fullest  extent  permitted by law, to set off and
apply any and all deposits (general or special,  time or demand,  provisional or
final) at any time held and other  indebtedness at any time owing by the Bank to
or for the credit or the account of the  Borrower or the  Guarantor  against any
and all of the  obligations of the Borrower now or hereafter  existing under any
Loan  Document,  irrespective  of  whether  or not the Bank  shall have made any
demand under any Loan Document and although such  obligations  may be unmatured.
The Bank  agrees  promptly  to notify the  Borrower  after any such  set-off and
application,  provided that the failure to give such notice shall not affect the
validity  of such  set-off  and  application.  The rights of the Bank under this
Section  are in  addition  to other  rights  and  remedies  (including,  without
limitation, other rights of set-off) which the Bank may have.

         Section 7.6. Governing Law. All Loan Documents shall be governed by the
laws of the  State  of  Minnesota.  Any  term  used in  this  Agreement  and not
otherwise  defined  shall have the  definition  given  that term in the  Uniform
Commercial Code as in effect in the State of Minnesota from time to time. If any
term in  this  Agreement  shall  be held to be  illegal  or  unenforceable,  the
remaining  portions of this Agreement shall not be affected,  and this Agreement
shall be construed  and enforced as if this  Agreement  did not contain the term
held to be illegal or unenforceable.  The Borrower hereby irrevocably submits to
the  jurisdiction of the Minnesota  District  Court,  Fourth  District,  and the
Federal District Court, District of Minnesota,  Fourth Division, over any action
or proceeding  arising out of or relating to this  Agreement and agrees that all
claims in respect of such action or  proceeding  may be heard and  determined in
any such court.

         Section 7.7.  Binding Effect;  Assignment.  All Loan Documents shall be
binding upon and inure to the benefit of the Loan Parties and the Bank and their
respective  successors and assigns. No Loan Party shall have the right to assign
its  rights or  interest  under any such  agreement  without  the prior  written
consent of the Bank.

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         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their duly authorized officers as of the date first above written.

                                    BNC Financial Corporation

                                    By       /s/ Jeffrey Reed
                                       -----------------------------------------
                                    Its               President
                                       -----------------------------------------


                                    Bank Windsor
                                    By       /s/ David Richards
                                       -----------------------------------------
                                    Its         Senior Vice President
                                       -----------------------------------------