Exhibit 2.5
                           CONTRACT FOR SALE OF ASSETS


                 THIS  AGREEMENT is  made and entered effective the 31st day  of
December, 1996, and is an agreement  being by and between  GREGORY K. CLEVELAND,
P.C., a North Dakota  professional  corporation,  which maintains its  principal
place of business at 109 North 4th Street, Bismarck, North Dakota,  (hereinafter
CLEVELAND);  and BNC NATIONAL BANK, a federally  chartered banking  institution,
which  maintains  its  principal  place  of business at 322 East Main, Bismarck,
North Dakota (hereinafter BNC).
                                    RECITALS:
                  WHEREAS, CLEVELAND is the owner of assets and goodwill through
the operation of his accounting  firm operating from its facilities in Bismarck,
North Dakota.
                  WHEREAS, CLEVELAND desires to sell, transfer and assign to BNC
and BNC desires to acquire from CLEVELAND,  all of CLEVELAND's  right, title and
interest in and to all of those  assets set forth and further  described  in the
Exhibits  which  are  attached  hereto,  said  acquisition  to be free  from all
liability and  encumbrances  whatsoever,  and shall  include the  goodwill,  the
ongoing  business  and other  assets  associated  therewith,  whether  tangible,
intangible  or  otherwise,  with it being  the  intent of the  parties,  by this
agreement, to define the terms and conditions upon which CLEVELAND will sell and
BNC will purchase the same.
                  NOW,  THEREFORE,  in consideration of the mutual covenants and
conditions, it is agreed by and between the parties, as follows:

         1.0      Incorporation  of  Recitals.  The recitals set forth above are
                  incorporated  herein by reference  and are made a part of this
                  agreement as if fully set forth herein and shall constitute an
                  expression  of the intent of the  parties and as an aid in the
                  construction of this agreement.

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         2.0      Description  of Assets  Sold and  Purchase  Price.  The assets
                  which  CLEVELAND  shall  sell  to BNC,  and  which  BNC  shall
                  purchase from CLEVELAND,  shall be the following  assets owned
                  or used by CLEVELAND in conducting its  accounting  operations
                  and which are  represented  in the categories of assets listed
                  below in the paragraph 2.0 (hereinafter  collectively referred
                  to as "PROPERTY"):


                  2.1      Prepaid Expenses. All of CLEVELAND's prepaid expenses
                           as of December 31, 1996 (PREPAID  EXPENSES).  PREPAID
                           EXPENSES shall include all right,  title and interest
                           of  CLEVELAND  in and to software  or other  computer
                           components (excluding computer hardware or supplies),
                           whether  or not the same have yet been  delivered  or
                           received.  The PREPAID  EXPENSES  shall be separately
                           identified  and set  forth  in  EXHIBIT  A,  which is
                           attached hereto and incorporated by reference herein,
                           with  the  purchase  price  to  be  paid  by  BNC  to
                           CLEVELAND to be the dollar amount designated therein.

                 2.2       Accounts Receivable.   All  of  CLEVELAND's  accounts
                           representing  payments owing or to be owed  by  those
                           clients as hereafter identified on the client list in
                           the  Exhibit  so  designated and are such sums as are
                           due and owing as of December   31,   1996   (ACCOUNTS
                           RECEIVABLE.)  The  ACCOUNTS   RECEIVABLE   shall   be
                           separately  identified  and  set  forth in Exhibit B,
                           which   is   attached   hereto   and  incorporated by
                           reference herein, with the purchase  price to be paid
                           by  BNC  to  CLEVELAND  to  be that  dollar amount as
                           individually indicated for clients and as  thereafter
                           totaled and set forth on Exhibit B.

                  2.3      Work in Process.  All of the  professionally  related
                           services  being  provided as of the execution of this
                           agreement and continuing  through  December 31, 1996,
                           and as  identified  in  Exhibit  C which is  attached
                           hereto and  incorporated by reference herein (WORK IN
                           PROCESS).  The  WORK IN  PROCESS  shall  include  the
                           transfer  and  assignment  of  all  working   papers,
                           documents, memoranda,  correspondence and other files
                           and  information  concerning  each of the  items  set
                           forth in the WORK IN  PROCESS,  including  that which
                           may  exist  as  of  the  time  of  execution  of  the
                           agreement or hereinafter  generated  through December
                           31,  1996.  The  purchase  price  which BNC shall pay
                           CLEVELAND  for WORK IN PROCESS shall be dollar amount
                           as set forth for each of the  individual  clients  as
                           identified  in  Exhibit C and the  amount as  totaled
                           thereinin.

                  2.4      Client  List.  Each and every  client of CLEVELAND as
                           the same are  itemized  and set forth in  Exhibit  D,
                           which  is  attached   hereto  and   incorporated   by
                           reference herein (CLIENT LIST). The parties recognize
                           that the CLIENT LIST identifies  specific  clients of
                           CLEVELAND   as  the  same  now  exists  and   whether
                           CLEVELAND  is presently  actively  engaged to provide
                           accounting  services or has performed the same in the
                           past on a periodic basis. Based upon the appraisal as
                           made and  provided by and between  the  parties,  the
                           purchase price which BNC

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                           shall pay  CLEVELAND for the CLIENT LIST shall be Two
                           Hundred Sixty-Five Thousand Dollars  ($265,000).  The
                           parties  agree  that  as  an  integral  part  of  the
                           consideration  being paid by BNC for the CLIENT  LIST
                           is a sum  representing  all goodwill  associated with
                           the  CLIENT  LIST  which  is,  by  agreement  of  the
                           parties, conveyed as a portion of this agreement and,
                           additionally,  with  the  sum  of  $1,000  out of the
                           consideration  being paid  pursuant  to the terms and
                           conditions  of  this   paragraph   representing   the
                           Covenant  Not to Compete  as more  fully  hereinafter
                           stated.

                  2.5      Adjustments. The parties recognize and agree that the
                           sums  set  forth  in  Exhibits  A, B and C  represent
                           amounts  calculated  through  November  30, 1996 and,
                           further,  that a  final  calculation  for all of said
                           Exhibits  will be made  during the month of  January,
                           1997,   representing  a  final  calculation   through
                           December 31, 1996, with said amount then  compensable
                           on January 31, 1997.

         3.0      Payment of Purchase Price.  The purchase price, as provided in
                  paragraph 2.0, shall be paid by BNC to CLEVELAND as follows:


                  3.1      The sums as set forth in Exhibits A, B and C shall be
                           paid,  in full,  at closing.  The  adjustment to said
                           sums as set forth in  paragraph  2.5 shall be payable
                           by BNC to  CLEVELAND  or  refundable  by CLEVELAND to
                           BNC,  based upon such  adjustments,  on  January  31,
                           1997.

                  3.2      The sum of Two Hundred  Sixty-Four  Thousand  Dollars
                           ($264,000)  representing  the purchase  price for the
                           CLIENT LIST and Goodwill associated  therein,  and as
                           more  fully  set forth in  Exhibit  D, and the sum of
                           $1,000  representing  consideration  for the Covenant
                           Not to Compete, shall be due and payable, in full, by
                           BNC to CLEVELAND on January 31, 1997.

                  3.3      Payment of the purchase  price as set forth in either
                           paragraph  3.1 or  paragraph  3.2  shall  be  paid to
                           CLEVELAND or as otherwise designated by CLEVELAND.

         4.0     Closing and Contingency to Close. The parties agree as follows:

                  4.1      The closing of this transaction shall take place at a
                           location on or before  December  31, 1996 and at such
                           time mutually  agreed upon by BNC and  CLEVELAND.  At
                           the closing,  CLEVELAND  shall execute and deliver to
                           BNC such bills of sale or other instruments as may be
                           necessary   to  transfer  to  BNC  the   PROPERTY  as
                           hereinbefore identified and defined and shall deliver
                           possession thereof to BNC. All such bills of sale and
                           other  instruments  will contain the usual warranties
                           and will  effectively  transfer  to BNC full title to
                           the  same,  free  and  clear of all  liens,  security
                           interests and encumbrances.

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<PAGE>



                  4.2      The transfer of assets contemplated by this agreement
                           is being accomplished contemporaneously with the sale
                           and  transfer  of a  partnership  interest by Michael
                           Schmitz,  P.C.  (SCHMITZ),  to Gregory K.  Cleveland,
                           P.C.,  Seller herein,  in that  partnership  known as
                           Gregory K.  Cleveland  & Co. (the  PARTNERSHIP).  The
                           closing of this  transaction  is contingent  upon the
                           accomplishment of a closing  transferring any and all
                           interests in the PARTNERSHIP by SCHMITZ to CLEVELAND.
                           Documentation  shall be  provided  BNC at the time of
                           the closing of the  transaction  represented  by this
                           agreement substantiating that SCHMITZ has transferred
                           any  and  all   interests  in  the   PARTNERSHIP   to
                           CLEVELAND,   including  the  assets  being   conveyed
                           hereby.


         5.0      Business  Operations.  The  accounting operations of CLEVELAND
                  sold  and  accompanying the  PROPERTY conveyed hereby shall be
                  surrendered   and   relinquished   to  BNC  as of the close of
                  business December 31, 1996.

         6.0      Tax Claims.  CLEVELAND  represents  and warrants that no taxes
                  are  outstanding  against its  operations,  with the  PROPERTY
                  transferred   hereby  and  that  any  taxes   related  to  its
                  operations including, but not limited to, sales tax, state and
                  federal income tax  withholding,  federal Social  Security tax
                  withholding,  employment  taxes and business,  professional or
                  license fees,  have been paid, in full,  through  December 31,
                  1996,   with  CLEVELAND   hereby  agreeing  to  and  hereafter
                  indemnifying  BNC from any  responsibility,  liability or loss
                  for any such taxes not paid as a result of operations  through
                  December 31, 1996.

         7.0      Covenant Not to Compete.  In  consideration of the sum paid by
                  BNC for this covenant as  hereinbefore  set forth,  CLEVELAND,
                  and its owner, Gregory K. Cleveland,  individually, agree that
                  for a period of five (5) years  from and  after  December  31,
                  1996,  they will not  engage in any  aspect of the  accounting
                  profession  in  Burleigh  County,  North  Dakota,  that in any
                  manner  whatsoever  represents  competition  to the accounting
                  purposes

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                  and  activities of BNC as it relates to the assets  including,
                  but not  limited to, the CLIENT LIST  purchased  hereby,  with
                  prohibited competition including,  but not necessarily limited
                  to, the use of the name  Gregory K.  Cleveland  & Co.,  or any
                  name deceptively  similar thereto,  and shall also include any
                  participation,  directly  or  indirectly,  in  the  ownership,
                  management,  investing,  assisting  or other  operation of any
                  accounting  business  that  carries  on any  similar  business
                  purpose or activity in Burleigh County, North Dakota,  whether
                  that activity  originates  in a center of location  located in
                  said  County or is  initiated  outside  of said  County but is
                  carried on, to any degree,  within said area of this covenant.
                  Notwithstanding  the  Covenant  Not to  Compete  as set  forth
                  herein,  it is the express  agreement  of the parties  that it
                  shall not be a  violation  of this  covenant  for  Gregory  K.
                  Cleveland,  individually, or in conjunction with other persons
                  or  legal  entities,  to  carry  on  work  related  activities
                  generally  associated  with the accounting  profession and the
                  assets  transferred  hereby,  provided  that such work related
                  activity is associated with the ongoing  endeavors of BNC, the
                  holding  company  of BNC or  any of the  corporate  affiliates
                  either of the holding company or BNC and with such activity is
                  carried out as an employee  of said  banking  entities or on a
                  consulting or other business relationship. The Covenant Not to
                  Compete as set forth herein and including the exclusion to the
                  same shall be binding  upon and the  exception  applicable  to
                  Michael Schmitz who, by his signature appearing herein, agrees
                  to  this   covenant   and  the   exclusion   recognizing   and
                  representing that the goodwill paid hereunder is, in part, the
                  consideration   for   the   goodwill   being   sold   in  that
                  contemporaneous transaction between SCHMITZ and CLEVELAND.

                                       5

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         8.0      Employees.  The parties agree as follows:

                  8.1      BNC has and may  continue  to elect to employ  all of
                           the present employees of CLEVELAND. By such acts, BNC
                           is not binding  itself to continue the employ of such
                           persons or restricting  itself from  assigning  other
                           duties  and  responsibilities  to any or all of  such
                           persons as it, in its sole discretion,  sees fit. Any
                           salaries, bonuses,  commissions or other remuneration
                           owing to any employees as of December 31, 1996, shall
                           be and remain  the sole and  separate  obligation  of
                           CLEVELAND,  who shall indemnify and hold BNC harmless
                           from  any  liability  or  loss   occasioned   thereby
                           including,  but not limited to, payroll taxes and the
                           like.  BNC shall be  responsible  to and hereby  does
                           assume the obligation to provide employee benefits to
                           those  employees of CLEVELAND  that shall continue in
                           the   employ  of  BNC  after  the   closing  of  this
                           transaction,  with that responsibility and assumption
                           being  as to any  and  all  benefits  in the  form of
                           vacation,  sick leave,  personal  leave and the like,
                           with such assumption and responsibility being for the
                           same as they otherwise exist on the books and records
                           of  CLEVELAND  as of  December  31,  1996,  with  BNC
                           thereafter entitled to modify any employment policies
                           related to the same and as they affect the  employees
                           from and after  January 1, 1997,  other than benefits
                           accrued through year end.

                  8.2      CLEVELAND  maintains for the benefit of its employees
                           a plan or plans of deferred compensation,  401(k), or
                           the like.  After  January 1, 1997,  BNC shall provide
                           notice to  CLEVELAND  and the  employees of CLEVELAND
                           that  shall  become  employed  by BNC of the  options
                           concerning   rollover  of  any   presently   existing
                           deferred  benefits.  BNC shall be  required to accept
                           any  rollover of such  benefits as  requested  by the
                           employees.  The terms and  conditions of any rollover
                           shall  be as  reasonably  required  by BNC,  with BNC
                           thereafter entitled to provide deferred  compensation
                           benefits  to  such  employees  as  it,  in  its  sole
                           discretion, sees fit.


         9.0      Representations  by  Cleveland.  CLEVELAND makes the following
                  representations  and  warranties  to  BNC,  all of which shall
                  survive the closing:

                  9.1      CLEVELAND  is a duly  recognized  legal  professional
                           entity in the State of North  Dakota  operating  as a
                           professional  accounting  firm and has full power and
                           authority to execute this agreement and carry out all
                           terms and provisions as set forth herein.

                  9.2      CLEVELAND is the owner of and has good and marketable
                           title to the PROPERTY  conveyed  hereby,  free of all
                           debts,  liens,  security  interests and encumbrances,
                           and  shall  be  conveyed  free  of  the  same  to BNC
                           hereunder at closing.

                                       6

<PAGE>



                  9.3      There   are  no   judgments,   liens,   actions,   or
                           proceedings  pending or threatened against the assets
                           of CLEVELAND being conveyed hereby.

                  9.4      CLEVELAND  has  complied  with the  laws,  rules  and
                           regulations relating to the business and PROPERTY and
                           being conveyed hereby.

                  9.5      CLEVELAND   has  paid,  or  will  pay,  in  full  all
                           liability  incurred by it through  December 31, 1996,
                           of state and federal employee income tax withholding,
                           federal social security tax  withholding,  employment
                           taxes,  unemployment insurance,  sales and use taxes,
                           business  or  license  fees  and any  other  business
                           related taxes or governmental charges.

                  9.6      CLEVELAND states that, in its opinion,  consideration
                           be paid  hereunder  represents  the  reasonable  fair
                           market value of the assets transferred  hereunder and
                           that  the  appraisal  obtained  for the  value of the
                           assets  transferred  represents a free and  voluntary
                           opinion  expressed by the  individual  performing the
                           same.

                  9.7      CLEVELAND,  and its principals,  shall use their best
                           efforts to assist BNC in keeping  and  promoting  (i)
                           the clients and continuing work  represented  thereby
                           as set forth in  Exhibit D; and (ii)  continuing  and
                           collecting  all  accounts   receivable  and  WORK  IN
                           PROCESS  as   represented   by   Exhibits  B  and  C,
                           respectively.

                  9.8      The  PROPERTY  being  sold  hereby  and as set  forth
                           herein and in the Exhibits  attached hereto includes,
                           but is  not  necessarily  limited  to,  all  records,
                           files,   client  materials  and  other  documents  or
                           records  associated  with  the  CLIENT  LIST  and the
                           clients represented  therein. It excludes any and all
                           corporate    records    and    documents    provided,
                           nevertheless,  that BNC shall have access to the same
                           upon advance  notice to CLEVELAND and for  reasonable
                           business purposes.

         10.0     Representations    by    BNC.     BNC    makes   the following
                  representations   and   warranties  to CLEVELAND, all of which
                  shall survive the closing:

                  10.1     BNC is a duly recognized, federally chartered banking
                           institution,  lawfully  carrying  out its business in
                           the  State of North  Dakota  and has full  power  and
                           authority to execute this agreement and carry out all
                           terms and  provisions as set forth herein  including,
                           but not  limited  to,  continuation  of the  business
                           associated with the assets being purchased hereby.

                  10.2     From and  after  the date of  closing,  BNC  shall be
                           responsible for and shall pay all  advertising  costs
                           associated with any telephone yellow page advertising
                           or  other   advertising   presently   in  place   and
                           previously arranged by CLEVELAND.

                                       7

<PAGE>



                  10.3     BNC has  received  and reviewed a report of appraisal
                           valuing the CLIENT LIST  represented by Exhibit D and
                           it is  satisfied  that the  appraisal  was freely and
                           voluntarily  completed  and  that  the  consideration
                           being paid  hereunder is consistent  therewith and is
                           appropriate in amount.

                  10.4     BNC  shall  be  solely   responsible   for  obtaining
                           necessary  consents to  assignment  of  software  and
                           other   computer   related   requirements   involving
                           copyright, tradenames, registration names or the like
                           and,  additionally,  for purging and  eliminating any
                           software  or aspects  of  computer  operations  being
                           received   from   CLEVELAND   that  would   otherwise
                           represent   copyright   infringement,    registration
                           violations or the like.

                  10.5     The  Covenant  Not to Compete  as it affects  Michael
                           Schmitz shall terminate and no longer be of any force
                           and  effect  in the  event  BNC,  in its  discretion,
                           terminates his employment.

                  10.6     LaRoy  Baird,  P.C.,  Attorneys  at  Law,  have  been
                           retained  by BNC and do  operate on its behalf in all
                           aspects of preparation and closing of this agreement.

                  10.7     BNC and the officer of it  executing  this  agreement
                           have full power and authority granted by the Board of
                           Directors  through  resolution  duly made and adopted
                           consenting   to   and   approving   the   transaction
                           represented hereby, including the consideration to be
                           paid.

                  10.8     The  assets,  including  the CLIENT  LIST and clients
                           represented therein being purchased hereby represents
                           assimilation of a professional accounting practice to
                           the  extent  that it is  associated  with the  assets
                           transferred  and BNC  shall use  reasonable  business
                           efforts to  continue  servicing  said  clientele  and
                           promoting and  furthering  the name and reputation of
                           CLEVELAND as associated therewith.

                  10.9     The assets  being  transferred  does not  include any
                           audit or review  of  clients,  with BNC  representing
                           that it is aware  that said  audit or review  clients
                           are being sold and transferred by separate  agreement
                           to a third party.


         11.0     Risk of Loss.  CLEVELAND assumes all risk of loss due to fire,
                  theft or other  casualty up to and through  December 31, 1996,
                  with BNC assuming and  responsible for the same from and after
                  said  date.  In the event of any such loss prior to such date,
                  the   obligation   to  close  and   fulfill   all  duties  and
                  responsibilities  hereunder  shall continue and remain in full
                  force and effect provided, nevertheless, any and all insurance
                  coverage provided for such loss shall belong to and become the
                  property of BNC.

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<PAGE>



         12.0     Indemnity.  As this  agreement only provides for a purchase of
                  assets, upon execution of this agreement,  CLEVELAND,  and its
                  principal, individually, and its successors and assigns, agree
                  to a and  shall  defend,  indemnify  and  hold  BNC,  and  its
                  successors  and assigns,  harmless  from any claims,  demands,
                  losses,  and/or any  lawsuits  by any party as a result of any
                  activity of CLEVELAND prior to December 31, 1996. As BNC shall
                  continue  providing  professional  accounting  services to the
                  CLIENT  LIST of clients  identified  therein  and as set forth
                  herein from and after  December 31,  1996,  it, as well as its
                  successors and assigns,  agree to and shall defend,  indemnify
                  and hold CLEVELAND and its  successors  and assigns,  harmless
                  from any claims,  demands,  losses, and/or any lawsuits by any
                  party as a result of any  activity of BNC after  December  31,
                  1996.

         13.0     Intent of Agreement.  This agreement is not intended to create
                  a  partnership,  joint  venture  or  other  type  of  business
                  relationship between CLEVELAND and BNC.

         14.0     Construction.  This agreement contains the entire agreement of
                  the  parties  and  the  matters  discussed  herein,  with  the
                  Recitals  as set  forth  at the  beginning  of this  agreement
                  becoming  an  integral  part of the  contractual  relationship
                  between   the   parties.   Any  matters   pertaining   to  the
                  construction  and application  hereof shall be governed by the
                  laws of the State of North Dakota.

         15.0     Entire Agreement.  This   agreement   sets   forth  the entire
                  understanding  of the parties and it may not be changed except
                  in writing and signed by both parties.


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<PAGE>



         16.0     Binding Effect. This agreement shall be binding upon and inure
                  to the benefit of, the parties hereto,  and CLEVELAND,  if not
                  executed as an individual,  then in all  individuals  that are
                  partners,  shareholders,  directors or officers of  CLEVELAND,
                  and  all of  the  respective  successors  and  assigns  of all
                  parties hereto.

                  IN WITNESS WHEREOF,  the parties have signed this agreement in
duplicate   originals   effective   the  day  and  date  first  above   written,
notwithstanding execution at some later date.

GREGORY K. CLEVELAND, P.C.                  BNC NATIONAL BANK


By:  /s/ Gregory K. Cleveland               By:      /s/ Tracy Scott
    ------------------------------              --------------------------------
Its:        President                       Its:      Chairman/CEO
    ------------------------------              --------------------------------
                            *************************

                  The  undersigned  consents  and agrees to accept all terms and
conditions as set forth herein and to be bound to all  obligations  and remedies
as provided herein or otherwise allowed by law.


Dated:   December 31   , 1996.                  /s/ Gregory K. Cleveland
       ----------------                  ---------------------------------------
                                         GREGORY K. CLEVELAND

                           **************************

                  The undersigned has read the foregoing and consents and agrees
to be  bound  by the  terms  and  conditions  therein  as  they  apply  to  him,
individually,  representing  and agreeing  that  goodwill  payable  hereunder is
equivalent to and as a result of goodwill paid to him under  separate  agreement
referenced  herein  and as  executed  contemporaneously  herewith,  and  further
consenting to the Covenant Not to Compete as set forth.

Dated:  December 31, 1996.                        /s/ Michael Schmitz
      ---------------                     --------------------------------------
                                          MICHAEL SCHMITZ


                                       10