Exhibit 10.8
                        AMENDMENT TO TERM LOAN AGREEMENT
                                  AND TERM NOTE


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


                                    RECITALS

         The Bank and Borrower acknowledge the following:

         A. The Bank and the Borrower have executed a Term Loan  Agreement  (the
"Agreement",  and the  Borrower has executed a Term Note (the "Note") both dated
February 19, 1996, and the Borrower has executed certain other related documents
(collectively the "Loan Documents")  setting forth the terms and conditions upon
which  the  Borrower  may  obtain a term  loan  from the  Bank in an  amount  of
$3,000,000.

         B. The Bank  and  the Borrower now wish to amend the Agreement pursuant
to the terms and provisions of this Amendment to Term Loan Agreement (the 
"Amendment"),


                                   AGREEMENTS

         NOW, THEREFORE,  in consideration of the recitals and mutual agreements
which  follow  and  other  good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the Bank and the Borrower agree as
follows:

         1.  Extension  of  Maturity Date. The reference  to "February 19, 1997"
in the Note as the maturity date of the loan is hereby deleted and replaced with
"February 19, 1998."

         2.  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."

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

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

         4.  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%.

         5.  Effectiveness  of  Prior  Documents. Except as specifically amended
hereby, the Agreement shall remain in  full force  and effect in accordance with
its  terms.  All  warranties  and  representations  contained therein are hereby
reconfirmed.  All  collateral previously given to secure the Agreement continues
as security  and  all  guarantees  remain  in  full force and effect. This is an
amendment, not a novation.

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



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          7.  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.

          8.  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.


         9.  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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