Exhibit 10.13


                    THIRD 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 the 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 Agreement and the Note were amended on February 11,1997 and on July
16,1997.

      C. The Bank and the Borrower now wish to further  amend the  Agreement and
the Note pursuant to the terms and  provisions  of this Third  Amendment to Term
Loan Agreement and Term Note (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, 1998" in the
Note as the  maturity  date of the loan is  hereby  deleted  and  replaced  with
"February 19, 1999."

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

            (d) Primary  Capital to Assets for BNC National Bank as follows:  at
      least 6.25%  measured as of March 31, 1998: at least 6.50%  measured as of
      June 30, 1998; at least 6.75%  measured as of September  30, 1998;  and at
      least 7.00%  measured as of December 31, 1998.  Primary  Capital to Assets
      for BNC National  Bank of  Minnesota of at least 7.0%  measured as of each
      March 31, 1998, June 30, 1998, September 30, 1998 and December 31, 1998.

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



<PAGE>



            (c) an average  return on Assets for BNC  National  Bank of at least
      .70% measured as of March 31, 1998; at least .75% measured as of each June
      30, 1998 and  September 30, 1998 and at least .85% measured as of December
      31, 1998. An average return on Assets of BNC National Bank of Minnesota of
      at least  1.00%  measured  as of each  March  31,  1998,  June  30,  1998,
      September 30, 1998 and December 31, 1998.

      4.  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.

      5.  Preconditions  to  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.

      6.  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.

      7.   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.

      8.  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 19, 1998.


                                          BNCCORP, INC.,
                                          a Delaware corporation


                                          By: /s/ Gregory K. Cleveland
                                              Gregory K. Cleveland, President


                                          FIRSTAR BANK MILWAUKEE, N.A.
                                          (Bank)


                                          By: /s/ Lynn F. Hebel
                                              Lynn F Hebel, Vice President