Exhibit 10.14


                THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT
                          AND REVOLVING CREDIT NOTE


      This Third Amendment to Revolving  Credit  Agreement and Revolving  Credit
Note, dated as of the date specified below (the "Amendment"),  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"),  selling 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  Agreement  and the Note were amended on February  11,1997 and July
16,1997, and the Note was increased to $12,000,000.

      C. The  Borrower has  requested  that the Bank permit  certain  additional
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 Agreement.


                              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. Extension of Maturity Date. All references to "February 19, 1998" in the
Note and the Agreement as the maturity  date of the loan are hereby  deleted and
replaced with "February 19, 1999."

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

            (a) 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.



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      3. 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 .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,  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.

      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