EXHIBIT 10.29


                      AMENDMENT TO TERM LOAN-- AGREEMENT
                                AND TERM NOTE

      This amendment (the "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 Term  Loan  -Agreement  (the
"Agreement") and the Borrower has executed Note "the "Note"), both dated
FEBRUAR 19,  1996-and as amended  from time to time,  and the  Borrower  (and if
applicable,  certain  third  parties)  have  executed the  collateral  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
original  amount not to exceed $  3,000,000.00  as may be  amended  from time to
time.

      B. The Borrower has requested that the Bank permit  certain  modifications
      to the Agreement and 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:

     [x]  Extension  of  Maturity  Date.  If checked  here,  the  references  to
"_FEBRUARY_1  9, 1999" in the Note as the  maturity  date of the Loan are hereby
deleted and replaced with * AUGUST 31, 1999

      0 Change in Payment Schedule.  If checked here, effective upon the date of
this Amendment,  the information under the heading 'Payment Schedule" IS deleted
and replaced with the following:

Interest is payable  beginning  JUNE 1, 1999, and on the same date of each THIRD
month  thereafter  (except that if a given month does not have such a date,  the
last day of such month), plus a final interest payment with the final payment of
principal.

Principal is payable- on AUGUST 31, 1999.

Financial Covenants (continued):
      (viii)The RDA covenants are replaced and deleted with the  following;  The
combination  of Net  Income  plus Loan  Loss  Provision  for BNC- ND and  BNC-MN
combined must be at least $564,000 at 3/31/99 and $1,348,000 at 6/30/99

(ix) All Financial  Covenants  will be measured on a combined basis for BNC - ND
and BNC - MN.

      Change in Interest Rate. If checked here,  effective upon the date of this
Amendment, the information under the heading 'Interest', on the Note, is deleted
and replaced with the following:

The unpaid principal balance will. bear interest at an annual. rate described
in the Interest Rate Rider attached to this Amendment -

      Effectiveness of Prior Documents.  Except as specifically  amended hereby,
the Agreement,  the Note and the other Loan Documents shall remain in full force
and off act 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 toe  Agreement  and/or 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.

      Preconditions  to  Effectiveness.   This  Amendment  shall  only  become
effective  upon  execution by the  Borrower and the Bank,  and approval by any
other third party required by the Bank,

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

      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.

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      Authorization.  The Borrower represents and warrants that the execution.
delivery and  performance  of this  Amendment  and the  documents.  referenced
herein are within the authority of the Borrower and have been duly  authorized
by all necessary action.

      Attachments.  All documents  attached hereto,  including any appendices,
schedules,  riders,  and  exhibits  to this  Amendment,  are hereby  expressly
incorporated by reference.


Dated as of: FEBRUARY 19, 1999

BNCCORP INC

(Individual Borrower)                          Borrower Name (Organization)

                                     (SEAL)    a DELAWARE Corporation
Borrower Name           N/A                    BY: /s/ Gregory K. Cleveland

                                  Name and Title GREGORY K CLEVELAND, PRESIDENT

By:

(SEAL)

Borrower Name           N/A                    Name and Title:

Agreed to:

  FIRSTAR BANK MILWAUKEE, N.A.
(Firstar Bank)

By:

          LYNN F HEBEL
Name and Title: VICE PRESIDENT

<PAGE>


                             INTEREST RATE RIDER

   This Rider is made part of the Amendment to Term Loan Agreement and Term Note
   (the  "Amendment")  dated FEBRUARY 19, 1999 by the undersigned  borrower (the
   "Borrower")  in favor of F1RSTAR BANK  MILWLAUKEE,  N.A. the "Bank" as of the
   date  identified  below.  The following  interest rate  description is hereby
   added to the Amendment:

Interest will be now be reset on June 1st and every third month  thereafter.  If
that date is a weekend, the reset date will be the following Monday.

Dated as of: FEBRUARY 19, 1999

BNCCORP INC

(Individual Borrower)                          Borrower Name (Organization)

                                     (SEAL)    a DELAWARE Corporation
Borrower Name           N/A                    BY: /s/ Gregory K. Cleveland

                               Name and Title GREGORY K CLEVELAND, PRESIDENT

By:

(SEAL)

Borrower Name           N/A                    Name and Title: