Exhibit 10.16



                               CONTRACT OF SALE

      AGREEMENT made this 29th day of August,  1997, by and between BNC National
Bank, a National Banking Association, (Buyer) and Preferred Investment Services,
Inc., an Illinois corporation, (Seller).

                             W I T N E S S E T H:

      WHEREAS,   Seller   pursuant  to  written   agreement   provides   certain
administrative  services with respect to Preferred  Pension  Investors  I-87, an
Illinois  partnership formed to permit employee benefit plan trusts to buy, sell
and  otherwise  deal  with  stocks,  bonds  and other  fixed  income  securities
consistent with the investment objectives of ERISA; and

     WHEREAS, Seller desires to sell and assign its rights and obligations under
such written agreement; and

      WHEREAS, Buyer desires to assume certain administrative obligations and to
buy from the Seller under the terms and  conditions  set forth herein its rights
under said written agreement.

      NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements
hereinafter set forth, the parties have agreed and by these presents do agree as
follows:


                    ARTICLE 1: PURCHASE AND SALE OF ASSETS

1.01  On the Closing Date (hereinafter  defined) the Seller shall sell and Buyer
      shall purchase all of the Seller's  right,  title,  and interest in and to
      the  following  designated  assets  owned by the  Seller as the same shall
      exist on the Closing Date (collectively, the "Assets"):

      (a)   All  rights,   privileges,  and  interests  in  the  INVESTORS  I-87
            MANAGEMENT  AGREEMENT  dated  April  21,  1987,  ("I-87  Agreement")
            between Preferred Investment  Services,  Inc., and Preferred Pension
            Investors I-87, a partnership.

      (b)   All   books   and   records,    historical   billing    information,
            correspondence  files,  customer files or any other business records
            relating to or used in connection with the servicing of the contract
            mentioned in subparagraph (a) above.


                    ARTICLE 2: PURCHASE PRICE AND PAYMENTS

2.01  Purchase  Price.  Buyer  agrees to pay to Seller in  consideration  of the
      Assets  described  above  the  aggregate  sum of 4.71  per cent (%) of the
      assets under management on August 31, 1997 pursuant to the I-87 Agreement.



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2.02 Method of Payment of Purchase  Price.  The purchase  price shall be paid as
     follows:

      (a)   Earnest Money. Contemporaneously with the signing of this Agreement,
            Buyer  shall pay Seller the sum of Three  Hundred  Thousand  Dollars
            ($300,000.00) (the "Earnest Money"). The Earnest Money shall be paid
            on  the  purchase  price.   In  the  event  that  the   transactions
            contemplated  by this Agreement are not  consummated  for any reason
            other than a material  breach of this Agreement by Buyer the Earnest
            Money promptly shall be returned to Buyer.

      (b)   Cash Payment For  Balance.  Buyer shall pay to Seller the balance of
            the purchase price by wire transfer or other  immediately  available
            funds pursuant to subparagraph  (c) below. As soon as possible after
            Closing,  Seller  shall  furnish  Buyer with a  detailed  listing of
            assets under  management  pursuant to the I-87 Agreement  along with
            the  valuation of the assets on August 31, 1997.  Such listing shall
            be in the  form  of the  August  31,  1997  participants  statements
            prepared by Huntington Trust Company.

     (c)  Final Accounting. Buyer shall be liable for all costs and expenses and
          shall be entitled to all income resulting from the  administration  of
          the Assets from and after August 31, 1997.  Seller shall be liable for
          all costs and expenses  and shall be entitled to all income  resulting
          from the  administration  of the Assets  prior to  September  1, 1997.
          Realizing  that  both  costs and  expenses  are  billed  and paid on a
          quarterly  basis, a final  accounting,  including sums due pursuant to
          subparagraph  (b)  above,  shall  be  prepared  by Buyer  within  five
          business  days after  receipt from Seller of all invoices for expenses
          for the  administration  of the Assets for the third  quarter of 1997.
          Buyer  shall pay the total  invoices  for the third  quarter and shall
          receive credit against the purchase price for the actual  expenses due
          for the months of July and August  1997.  Seller shall assign to Buyer
          the right to receive the quarterly  management  fee from the Preferred
          Pension  Investors I-87  Partnership  for management of the Assets and
          Buyer shall  credit to Seller the actual  management  fees due for the
          months of July and  August  1997.  The  final  accounting  along  with
          payment for the balance due shall be remitted to Seller not later that
          the fifth  business day following  receipt by Buyer of the  statements
          for expenses as mentioned above.


                     ARTICLE 3: ASSUMPTION OF LIABILITlES

3.01  Except as expressly set forth below in this paragraph 3.01, Buyer does not
      assume any  liabilities  or  obligations  of the  Seller and Seller  shall
      defend,  indemnify  and hold Buyer  harmless  from and against any and all
      obligations  or  liabilities  of the Seller  other  than  those  expressly
      assumed.  From and after the Closing  Date,  Buyer  shall  assume and pay,
      perform and  discharge,  and indemnify  and hold Seller  harmless from and
      against, the following future liabilities,  obligations and commitments of
      Seller to be observed  and  performed by Seller from and after the Closing
      Date except  obligations,  liabilities or commitments accrued prior to the
      Closing Date:

      (a)   All of Seller's  obligations and commitments from and under the I-87
            Agreement  referred  to in  subparagraph  1.01  as the  same  may be
            modified  with the  cooperation  of Buyer on or prior to the Closing
            Date.




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               ARTICLE 4: CLOSING DATE AND CLOSING TRANSACTIONS

4.01  The Closing of this  Agreement  shall be held on August 31, 1997.  Closing
      shall take place at Seller's  offices in Bismarck,  North Dakota,  or such
      location as Buyer and Seller shall mutually agree.

4.02  Seller  agrees  that on the  Closing  Date it will  deliver  to Buyer such
      assignments  and consents to  transfer,  all in form  satisfactory  to the
      Buyer's counsel,  as shall be effective to transfer to Buyer the assets to
      be  conveyed,  transferred  and  delivered  to Buyer as  provided  in this
      Agreement.  Without limiting the generality of the foregoing, Seller shall
      deliver to Buyer:

      (a)   Appropriate  instruments,  in form  satisfactory to Buyer's counsel,
            assigning and  transferring  to Buyer as of the Closing Date, all of
            the Seller's  right,  title and interest in, to and under all of the
            rights, assets and properties described in Section 1.01.


            ARTICLE 5: REPRESENTATIONS, WARRANTIES AND AGREEMENTS

5.01  Seller  hereby  represents  and  warrants  to  Buyer  as  follows,   which
      representation and warranties, together with all other representations and
      warranties of Seller in this Agreement,  shall,  subject to the provisions
      of paragraph 9.02 hereof, survive the date hereof and the closing:

      (a)   Seller is a corporation duly organized, validly existing and in good
            standing  under  the  laws  of the  state  of  Illinois  and has all
            requisite  power and  authority  to enter  into this  Agreement  and
            perform its obligations hereunder.

      (b)   The execution and delivery of this Agreement by Seller has been duly
            and validly  authorized and approved by all necessary  action by the
            Seller,   and  this  Agreement  is  valid  and  binding   agreement,
            enforceable against Seller in accordance with its terms.

      (c)   The execution and carrying out of this Agreement and compliance with
            the  provisions  hereof by Seller will not violate any  provision of
            law,  will not,  with or  without  the  giving of notice  and/or the
            passage of time, conflict with or result in any breach of any of the
            terms or conditions  of, or constitute a default under any agreement
            or other  instrument  to which  Seller  is a party or by which it is
            bound,  and will not result in the  creation  of any lien  charge or
            encumbrance upon Seller's assets conveyed hereunder.

      (d)   Seller has, or will secure,  all requisite  consents and assignments
            and is entitled  to sell and convey to the Buyer all rights,  assets
            and property described in Section 1.01 hereof, free and clear of all
            liens, pledges, encumbrances, charges and adverse claims whatsoever.

      (e)   There are no actions, suits, proceedings, or investigations pending,
            or, to the knowledge of Seller, threatened, against Seller which may
            materially   adversely  affect  the  assets  conveyed  hereunder  or
            customer  relations  of  Seller's  clients or the right of Seller to
            dispose of the  assets  being  sold  hereunder,  or to enter into or
            carry out this Agreement,  nor does Seller know of any basis for any
            such litigation, proceeding or investigation in the future.



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      (f)   No  representation or warranty made herein by Seller, or any written
            statement,  schedule  or  certificate  furnished  to Buyer  pursuant
            hereto or in connection with the transactions contemplated hereby by
            the Seller contains any untrue Statement of material fact or omits a
            material fact necessary to make the statement  contained therein not
            misleading.

      (g)   Seller has timely  filed all  Federal  and state  income tax returns
            relating to the assets conveyed and there are no proceedings pending
            nor to the knowledge of Seller  threatened  that would result in the
            imposition of  additional  tax based on income which might result in
            filing of a lien on any of the assets being acquired hereunder.

      (h)   The  contract  to be  transferred  or  assigned  to Buyer under this
            Agreement  will,  on the Closing  Date, be in full force and effect.
            Seller  represents  and  warrants  that  Seller has  complied in all
            material  respects with the  provisions of such contacts and is not,
            and at the time of Closing  will not be in  material  default  under
            such contract.

5.02 Buyer hereby represents and warrants to Seller as follows:

      (a)   Buyer is a corporation duly organized,  validly existing and in good
            standing under the applicable laws of the State of North Dakota, and
            has all requisite  power and authority to enter into this  Agreement
            and perform its obligations hereunder.

      (b)   The execution and delivery of this  Agreement by Buyer has been duly
            and validly  authorized  and approved by all necessary  action,  and
            this  Agreement is valid and binding upon Buyer in  accordance  with
            its terms.

      (c)   The execution and carrying out of this  Agreement and the compliance
            with the  provisions  hereof by Buyer will not violate any provision
            of law,  will not,  with or without the giving of notice  and/or the
            passage of time, conflict with or result in any breach of any of the
            terms or conditions  of, or constitute a default under any agreement
            or  other  instrument  to  which  Buyer is a party or by which it is
            bound,  and will not result in the  creation of any lien,  charge or
            encumbrance upon Buyer's assets.

      (d)   No  representation  or  warranty  of  Buyer,  or  any  statement  or
            certificate  furnished to Seller hereunder or in connection with the
            transactions  contemplated  hereby,  contains  or will  contain  any
            untrue statement of a material fact or omits or will omit to state a
            material fact necessary to make the statement  contained therein not
            misleading  (except to the extent that such  statements  are made in
            reliance on Seller's representations and warranties).


                     ARTICLE 6: CONDITIONS TO OBLIGATIONS

6.01  The obligation of Buyer to perform or fulfill or carry out its agreements,
      undertakings  and  obligations  herein made or expressed to be  performed,
      fulfilled  or  carried  out on or after the date  hereof  and on or before
      Closing Date is and shall be subject to fulfillment of or compliance with,
      on the  date  hereof  and on or  before  Closing  Date,  of the  following
      conditions precedent, any of which may be waived by Buyer:




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      (a)   Seller's  representations and warranties contained in this Agreement
            shall be true in all material respects;  Seller shall have performed
            and complied in all material  respects with all agreements  required
            by this Agreement to be performed or complied with by it prior to or
            on the closing date.

      (b)   There shall not have been  instituted by any third party any suit or
            proceeding to restrain or  invalidate  this  transaction  or seeking
            damages from or to impose obligations upon Buyer as a result of this
            transaction  which, in Buyer's good faith  judgment,  based upon the
            written  advice of counsel,  a copy of which shall be  delivered  to
            Seller,  would  involve  expense  or  lapse  of time  that  would be
            materially adverse to Buyer's interests.

      (c)   There shall have been no material adverse change in the assets under
            management pursuant to the agreement between the date hereof and the
            Closing Date,  and the business of Seller shall have been  conducted
            between the date hereof and the Closing Date in the ordinary  course
            of business consistent in all material respects with past practices.

6.02  The  obligation  of  Seller  to  perform  or  fulfill  or carry  out their
      agreements, undertakings and obligations herein made or expressed or to be
      performed,  fulfilled  or carried  out on or after the date  hereof is and
      shall be subject to  fulfillment  of or  compliance  with,  on the Closing
      Date, the following  conditions  precedent,  any of which may be waived by
      Seller:

      (a)   Buyer's  representations and warranties  contained in this Agreement
            shall be true in all material respects.

      (b)   There shall not have been  instituted by any third party any suit or
            proceeding to restrain or  invalidate  this  transaction  or seeking
            damages  from or to impose  obligations  upon  Seller as a result of
            this transaction  which in Seller's good faith judgment,  based upon
            the written advice of counsel, a copy of which shall be delivered to
            Buyer,  would  involve  expense  or  lapse  of time  that  would  be
            materially adverse to Seller's interests.


                              ARTICLE 7: CLOSING

7.01 The Closing Date shall be August 31, 1997.

7.02  If this  Agreement is  terminated  because of the mutual  agreement of the
      parties or because any condition precedent to the obligations set forth in
      Section  6 hereof  has not been  timely  satisfied  or  waived,  then this
      Agreement  shall become null and void and have no further  effect,  except
      that Seller and Buyer shall  continue to indemnify  and hold  harmless the
      other, its officers,  directors,  partners or affiliated companies against
      any claim  arising out of any breach of such  party's,  or its  affiliated
      company's,  representations  and warranties with respect to the absence of
      any claim by any broker, finder, agent or other intermediary.


                             ARTICLE 8: INDEMNITY

8.01  Seller  agrees from and after the Closing  Date to  indemnify  and to hold
      Buyer  harmless from and against and in respect of any losses  incurred by
      Buyer from:


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      (a)   Breach of any  representation or warranty or  non-fulfillment of any
            agreement or covenant on the part of the Seller  which  survives the
            Closing Date under this Agreement.

      (b)   Any claims  made by  creditors  of Seller  relating to the assets
            conveyed hereunder

      (c)   All reasonable costs and expenses (including  reasonable  attorneys'
            fees)  incurred  by  Buyer in  connection  with  any  action,  suit,
            proceeding,  demand,  assessment or judgment  incident to any of the
            matters Buyer is indemnified against by Seller in this Agreement.

      (d)   All  costs  and  expenses  (including  reasonable  attorneys'  fees)
            incurred by Buyer as a result of the failure of Seller to secure any
            consent to any  agreement  Seller was aware of to which such consent
            was  required  to be  secured by Seller  hereunder  in order to vest
            Buyer with ownership of the assets.

8.02  Buyer  agrees from and after the Closing to  indemnify  and to hold Seller
      harmless from and against and in respect of any losses  incurred by Seller
      from:

      (a)   Any and all damages, costs, claims and expenses arising by reason of
            Buyer's  failure to  materially  perform  and  discharge  all of the
            obligations and liabilities assumed by it hereunder.

      (b)   Any claims made by creditors of Buyer relating to the asset conveyed
            hereunder  which are  incurred  by Buyer from and after the  Closing
            Date.

      (c)   Any   damage   or   deficiency    resulting    from   any   material
            misrepresentation,  breach of warranty,  or  non-fulfillment  of any
            agreement or covenant on the part of the Buyer under this Agreement,
            or from any material  misrepresentation in or material omission from
            any  other  instrument  furnished  or  to  be  furnished  to  Seller
            hereunder.

      (d)   All reasonable costs and expenses (including  reasonable  attorneys'
            fees)  incurred  by  Seller in  connection  with any  action,  suit,
            proceeding,  demand,  assessment or judgment  incident to any of the
            matters Seller is indemnified against by Buyer in this Agreement.

8.03  The remedies  provided to Seller and Buyer by this  indemnity  shall be in
      addition  to,  and not in  lieu  of,  any  other  remedies  to  which  the
      respective  party  is  entitled  at law or in  equity  for any  breach  or
      noncompliance by the other with the provisions of this Agreement.

8.04  Seller and Buyer each agrees to give prompt written notice to the other of
      any claim against the party giving notice which might give rise to a claim
      by it against the other party  hereto based upon the  indemnity  agreement
      contained in Sections  8.01 and 8.02 hereof,  stating the nature and basis
      of the claim and the actual or estimated amount thereof.  In the event any
      action, suit or proceeding is brought against Seller or Buyer with respect
      to which the other party  hereto may have  liability  under the  indemnity
      agreement  contained  in Sections  8.01 or 8.02 hereof,  the  indemnifying
      party shall have the right,  at its sole cost and expense,  to defend such
      action  in  the  name  and  on  behalf  of the  indemnified  party  and in
      connection  with any such action,  suit or proceeding,  the parties hereto
      agree to  render  to each  other  such  assistance  as may  reasonably  be
      required  in order to insure the proper and  adequate  defense of any such
      action,  suit or  proceeding.  The party  hereto  seeking  indemnification
      hereunder shall not make any settlement of any claim which might give rise
      to liability to the other party hereto under the indemnity


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      contained in Sections 8.01 or 8.02 hereof  without the written  consent of
      such other party,  which consent such other party  covenants  shall not be
      unreasonably  withheld.  In any event the indemnifying  party shall not be
      obligated to make any payment  pursuant to this indemnity  agreement until
      the aggregate amount of the indemnifying  party's liability  hereunder for
      all claims exceeds $25,000 in the aggregate.


                           ARTICLE 9: MISCELLANEOUS

9.01  Each party hereto agrees to use its best efforts to cause the consummation
      of the transactions  contemplated  hereby  including,  but not limited to,
      using its best  efforts  to assure  that the  conditions  to  Closing  are
      satisfied.

9.02  Each party  hereto  covenants  and  agrees  that its  representations  and
      warranties  contained in this  Agreement  and in any  instrument  of sale,
      assignment,  conveyance,  and transfer executed and delivered  pursuant to
      this  Agreement  shall  survive the date hereof and the closing,  and such
      representations  contained therein shall be of no further force and effect
      after the end of the  twelfth  (12th)  month  following  the date  hereof,
      except as to breaches theretofore discovered.

9.03  All notices, claims and other communications hereunder shall be in writing
      and shall be deemed to have been duly  given if  personally  delivered  or
      mailed first class, postage prepaid:

      (a)   if to Buyer:

                  Mr. Tracy J. Scott
                  CEO
                  BNC National Bank
                  322 East Main
                  Bismarck, North Dakota 58501

      (b)   if to Seller:

                  Mr. Elliott Simon
                  President
                  Preferred Investment Services, Inc.
                  One East Wacker Drive, Suite 3622
                  Chicago, Illinois 60601

A.          or at such other  address as any party may from time to time furnish
            to the other party by notice given in accordance with the provisions
            of this  Section.  All notices  shall be deemed given when mailed or
            personally delivered in the manner provided in this Section.

9.04  This  Agreement,  together with the Exhibits  hereto,  contains the entire
      understanding  between the parties  hereto  concerning  the subject matter
      hereof and may not be changed, modified, altered or terminated,  except by
      an  agreement  in writing  executed by the parties  hereto.  Any waiver by
      either party of any of its rights under this Agreement or of any breach of
      this Agreement shall not constitute a waiver of any other rights or of any
      other or future breach.



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9.05  Each and all of the rights and remedies in this  Agreement  provided,  and
      each and all of the rights and  remedies  allowed at law in equity in like
      case,  shall be  cumulative,  and be exercise of one right or remedy shall
      not be  exclusive  of the right to exercise or resort to any and all other
      rights or remedies provided in this Agreement or at law or in equity.

9.06  This  Agreement  and  all  rights  and  obligations  of the  Buyer  may be
      assigned,  either before or after the Closing Date, without the consent of
      Seller,  to an affiliate or subsidiary of Buyer or a limited  partnership,
      the  general  partner  of which is a  wholly-owned  subsidiary  of  Buyer,
      provided  that any such  assignment  shall not relieve Buyer of any of its
      obligations hereunder.

9.07  Descriptive  headings  are for  convenience  only and shall not control or
      affect the meaning or construction of any provisions of this Agreement.

9.08  This  Agreement has been executed in, and shall be construed in accordance
      with and subject to the laws and  decisions of the State of North  Dakota,
      applicable to contracts made and to be performed  entirely  therein.  This
      Agreement may be executed in several counterparts,  each of which shall be
      an original;  but such counterparts shall together  constitute one and the
      same instrument.

      IN WITNESS  WHEREOF,  the parties hereto have duly executed this Agreement
on the day and year first above written.


                                          BUYER:

                                          BNC NATIONAL BANK


                                          By: /s/ Tracy J. Scott
                                              TRACY J. SCOTT
                                          Its Chief Executive Officer



                                          SELLER:

                                          PREFERRED, INVESTMENT SERVICES,
                                          INC.

                                          By: /s/ Elliot Simon
                                              ELLIOT SIMON
                                          Its President