Exhibit 10.9
                     AMENDMENT TO REVOLVING CREDIT AGREEMENT
                            AND REVOLVING CREDIT NOTE


         This Amendment, dated as of the date specified below, is by and between
the borrower (the "Borrower") and the bank (the "Bank") identified below.


                                    RECITALS

         A. The Borrower and the Bank have executed a Revolving Credit Agreement
(the  "Agreement")  and the Borrower  has executed a Revolving  Credit Note (the
"Note"),  both dated  February 19, 1996,  and the Borrower  (and if  applicable,
certain third parties) have executed the documents  identified in Article III of
the  Agreement  and certain  other  related  documents  (collectively  the "Loan
Documents"),  setting forth the terms and conditions upon which the Borrower may
obtain  loans  from the Bank from time to time in the  aggregate  amount  not to
exceed $7,000,000.

         B. The   Borrower   has    requested   that   the   Bank permit certain
modifications to the Agreement and the Note as described below.

         C. The Bank has  agreed to such  modifications, but only upon the terms
and conditions outlined in this Amendment.


                               TERMS OF AGREEMENT

         In  consideration  of the mutual covenants  contained  herein,  and for
other  good and  valuable  consideration,  the  Borrower  and the Bank  agree as
follows:

         1.  Bank Name. The references to "BNC National Bank,  Minnesota" in the
Agreement and the Note are deleted and replaced with "BNC National Bank of 
Minnesota."

         2.  Revolving   Credit   Facility.  Paragraph  2.1  of the Agreement is
deleted and replaced with the following:


                  2.1  Revolving  Credit  Facility.  From time to time  prior to
         February 19, 1998 or the earlier termination hereof pursuant to Article
         VI,  Borrower  may borrow  from the Bank for the  purposes  provided in
         Section 4.6 up to the aggregate principal amount outstanding at any one
         time  of up to  $12,000,000.  All  revolving  loans  hereunder  will be
         evidenced by a single  promissory  note of the Borrower  payable to the
         order of the Bank in the principal  amount of $12,000,000 (the "Note").
         Although  the Note will be  expressed  to be  payable  in the amount of
         $12,000,000,  the Borrower  will be obligated to pay only the amount of
         loans actually  disbursed  hereunder  together with accrued interest on
         the outstanding balance at the rates and on the dates specified therein
         and such other charges provided for herein.

         3.  Extension of Maturity Date.  All  references to "February 19, 1997"
in  the  Note  and  the  Agreement  as  the maturity date of the loan are hereby
deleted and replaced with "February 19, 1998."

         4.  Loan Amount. The reference in Paragraph 2.4 (i) of the Agreement to
"$7,000,000" is deleted and replaced with "$12,000,000."


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         5.  Restrictions on Proceeds. The last sentence of Paragraph 4.6 of the
Agreement is deleted in its entirety.

         6.  Primary  Capital  to  Assets.  Paragraph  4.15  (a)  is deleted and
replaced with the following:

             (a)      Primary Capital to Assets of at least 7%.

         7.  Return  on  Assets.  Paragraph 4.15 (d) of the Agreement is deleted
and replaced with the following:

                  (d) an average  return on Assets for BNC  National  Bank of at
         least .75%;  and an average  return on Assets of BNC  National  Bank of
         Minnesota of at least .25%.

         8.  Effectiveness  of Prior Documents.  Except as specifically  amended
hereby,  the Agreement,  the Note and the other Loan  Documents  shall remain in
full force and effect in accordance with their respective  terms. All warranties
and representations  contained in the Agreement and the other Loan Documents are
hereby reconfirmed as of the date hereof. All collateral  previously provided to
secure the Agreement  and/or the Note continues as security,  and all guaranties
guaranteeing  obligations  under the Loan  Documents  remain  in full  force and
effect. This is an amendment, not a novation.

         9.  Preconditions of  Effectiveness.  This  Amendment shall only become
effective upon execution by the  Borrower  and  the  Bank,  and  approval by all
guarantors (if any) and any other third party required by the Bank.

         10. No  Waiver  of  Defaults;  Warranties.  This Amendment shall not be
construed as or be deemed to be a waiver by the Bank of existing defaults by the
Borrower,  whether  known  or  undiscovered. All agreements, representations and
warranties made herein shall survive the execution of this Amendment.

         11. Counterparts. This  Amendment  may  be  signed  in  any  number  of
counterparts,  each  of  which  shall  be considered an original, but when taken
together shall constitute one document.

         12.  Authorization.  The Borrower and all guarantors (if any) represent
and warrant that the execution,  delivery and  performance of this Amendment and
the documents  referenced herein are within the corporate or partnership  powers
(as applicable) of the Borrower and all corporate or partnership guarantors, and
have been duly authorized by all necessary corporate or partnership action.

         Dated as of February 11, 1997.


                                           BNCCORP, INC.,
                                           A Delaware corporation


                                       By:   /s/ Gregory K. Cleveland
                                          --------------------------------------
                                       Name and Title:     President
                                                      --------------------------


                                          FIRSTAR BANK MILWAUKEE, N.A. (Bank)

                                       By:   /s/ Stephen J. Moore
                                          --------------------------------------
                                            Stephen J. Moore, Vice President



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